Company registration number 02798678 (England and Wales)
OGL Software Limited
Annual Report And Financial Statements
For The 8 Month Period Ended 31 December 2025
OGL SOFTWARE LIMITED
COMPANY INFORMATION
Directors
A D Patel
D A Barton
P A Byrne
Secretary
A D Patel
Company number
02798678
Registered office
Worcester Road
Stourport On Severn
Worcestershire
United Kingdom
DY13 9AT
Auditor
Azets Audit Services
6th Floor
Bank House
8 Cherry Street
Birmingham
United Kingdom
B2 5AL
OGL SOFTWARE LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Profit and loss account
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
OGL SOFTWARE LIMITED
STRATEGIC REPORT
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the 8 months period ended 31 December 2025.
Review of the business
The company provides computerised information systems and software support services to SMEs throughout the UK. The company's current Profit4 and prof.ITplus software suites are leading ERP business applications software packages for stockists, distributors and wholesalers in a number of niche markets currently used by over 670 businesses in the UK.
The company's prof.ITplus software suite has been operating in businesses throughout the UK since 2004, when it was launched in its original form. The company continues to support several businesses that use prof.ITplus and continue to develop the product to enhance current functionality so customers can ensure it supports their business and they continue to achieve efficiencies.
The company's latest suite of ERP software, Profit4 was launched in 2021 offering customers a more modern browser and cloud-based solution. Profit4 is a fully scalable ERP solution suitable for both SMEs and larger companies.
Profit4 has been designed with the user in mind, with a fully customised dashboard so each user can adapt the use of the software to suit their needs. Profit4 has an ultra-fast, easy-to-use interface. The software can be accessed from anywhere via an internet browser and each user can get hands-on with real-time data.
The company has continued to invest in Profit4 and during the period made significant investment in the ERP platform to expand addressable market segments and strengthen the company's competitive position in the marketplace. The product engineering team work to a defined Roadmap which has seen many new features introduced into the product. During the period the key features launched were as follows:
The company's primary development focus during the period was sector-specific functionality for the horticulture industry. This targeted vertical expansion has already contributed to new business wins, validating the company's strategy of extending the platform into adjacent markets where the company's core wholesale and distribution capabilities translate effectively.
Alongside this, the company expanded the capabilities of its assemblies module, adding outwork functionality that allows customers to send components to third parties for processing before they are returned to stock. This broadens the range of manufacturing and light-assembly scenarios the platform can support, increasing its relevance to a wider set of production-led businesses.
Moving into this year, development has broadened across several fronts, each targeting either a compliance requirement customers must meet or a growth opportunity within the existing customer base.
The company has built capability to support Extended Producer Responsibility (EPR) reporting, helping customers meet emerging packaging and environmental regulations without resorting to manual workarounds, an increasingly important compliance requirement across wholesale and distribution. The company has also introduced rebate management functionality, giving customers greater control and visibility over supplier and customer rebate schemes. This is a significant feature for the company's target market that has historically been managed manually and outside the core system.
The company is also developing centralised purchasing functionality for customers operating across multiple locations, allowing buying decisions to be managed and consolidated from a single point rather than duplicated at each site. This supports stronger supplier terms and more consistent stock control as the company's multi-location customer base continues to grow.
OGL SOFTWARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 2 -
The company's AI Insights initiative is progressing on two fronts, enabling customers to interrogate their business data in plain English for faster, more informed decision-making, and automating routine workflows such as accounts payable processing. In addition to this the company is building an integration to Anthropic's Claude via the open MCP (Model Context Protocol) standard, giving customers greater flexibility and positioning for them to adopt further AI capabilities quicker as technology matures.
Mobile access to Profit4 is also under development, extending the platform beyond the desktop to support customers whose staff increasingly need to work from the warehouse floor or whilst travelling.
Together, these investments continue to strengthen the company's competitive position, respond to compliance-driven demand and open new revenue streams, whilst maintaining the company's focus on delivering measurable business value to UK merchants, wholesalers and distributors.
The flexibility of Profit4 allows it to be sold on a perpetual or subscription model which provides customers with flexible payment options.
Profit4 has also been well received by prof.ITplus customers. Several prof.ITplus customers have successfully transitioned to Profit4 allowing them to benefit from operational efficiencies and growth opportunities.
Principal risks and uncertainties
The company continues to assess its exposure to certain risks and uncertainties which include price, credit, competition and technology risks.
The company assesses its exposure to price risk as minimal. The company develops and supports its software products in-house and has very limited exposure to commodity price risk and foreign exchange risk. The company is exposed to fluctuations in pay rates for skilled software personnel. The company can alleviate this by aligning chargeable rates for software support contracts with changes in the industry pay rates.
The company’s credit and liquidity risk is primarily attributable to its trade debtors. Credit risk is managed by monitoring the aggregate amount and duration of exposure to any one customer depending upon their credit rating. The amounts presented in the balance sheet are net of allowances for bad debts. An allowance for impairment is made where there is an identified loss, which is evidence of a reduction in the recoverability of the company’s cash.
The company continues to be faced with competition and technology risks as it operates in a rapidly changing marketplace and competitive industry. The company maintains good relationships with its customers, and it invests substantially in research and development and innovation to ensure it can continue to meet the customers changing needs and requirements.
Key performance indicators
Turnover for the period was £6.67 million which represents an annual increase on the previous 12-month period of 11.6%. The operating profit for the period was £1.15 million which represents an annual increase on the previous 12-month period of 18.2%.
The company is continuing to see the benefits of its continued investment in Profit4 through increased sales and profitability. Profit4 makes up all the sales to new customers. The cloud hosted platform, along with the flexible licencing options is extremely favourable in the marketplace. The additional options around the hosting of this application and more remote options for delivery makes operations much more scalable as the customer base increases.
The continued investment in the development of software products will continue to create new opportunities in new niche markets as the company increases its market share and customer base. This will further accelerate recurring revenue and profits in the future.
OGL SOFTWARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 3 -
A D Patel
Director
23 September 2026
OGL SOFTWARE LIMITED
DIRECTORS' REPORT
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 4 -
The directors present their annual report and financial statements for the 8 months period ended 31 December 2025.
Principal activities
The principal activity of the company continued to be that of providing computerised information system and software support services.
Results and dividends
Ordinary dividends were paid amounting to £1,500,000 (April 2025: £1,600,000). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the 8 months period and up to the date of signature of the financial statements were as follows:
A D Patel
D A Barton
P A Byrne
Research and development
The company has continued to invest in Profit4 and during the period made significant investment in the ERP platform to expand addressable market segments and strengthen the company’s competitive position in the marketplace. The product engineering team work to a defined Roadmap which has seen many new features introduced into the product. See the strategic report for further details.
Future developments
The year ending 31 December 2026 to date has seen further increases in software sales and the company continues to focus on growth through gains in new customers. The investment already made in the support and implementation teams means that the growth in the number of new Profit4 customers does not require significant increase in the operational costs moving forward.
Auditor
The auditor, Azets, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
OGL SOFTWARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 5 -
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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 exposure to price, liquidity and cash flow risk.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
A D Patel
Director
23 September 2026
OGL SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OGL SOFTWARE LIMITED
- 6 -
Opinion
We have audited the financial statements of OGL Software Limited (the 'company') for the 8 months period ended 31 December 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 8 months period 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial 8 months period 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.
OGL SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OGL SOFTWARE LIMITED (CONTINUED)
- 7 -
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 and 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
Responsibilities of directors
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 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
OGL SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OGL SOFTWARE LIMITED (CONTINUED)
- 8 -
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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and 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 accounting estimates for indicators of potential bias.
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 or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Ben Sheldon ACA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
Chartered Accountants
Statutory Auditor
6th Floor, Bank House
8 Cherry Street
Birmingham
B2 5AL
23 September 2026
OGL SOFTWARE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 9 -
Period
Year
ended
ended
31 December
30 April
2025
2025
Notes
£
£
Turnover
3
6,671,141
8,965,810
Cost of sales
(1,529,513)
(2,103,244)
Gross profit
5,141,628
6,862,566
Administrative expenses
(3,986,883)
(5,397,380)
Operating profit
4
1,154,745
1,465,186
Interest receivable and similar income
3
11,887
7,805
Interest payable and similar expenses
(19)
(683)
Profit before taxation
1,166,613
1,472,308
Tax on profit
7
(304,841)
(384,754)
Profit for the financial 8 months period
861,772
1,087,554
The profit and loss account has been prepared on the basis that all operations are continuing operations. There was no other comprehensive income in the period.
The notes on pages 12 to 24 form part of these financial statements.
OGL SOFTWARE LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
31 December 2025
30 April 2025
Notes
£
£
£
£
Fixed assets
Intangible assets
9
75,828
102,201
Tangible assets
10
388,373
269,986
464,201
372,187
Current assets
Stocks
12,941
31,291
Debtors
11
5,106,607
5,317,096
Cash at bank and in hand
1,296,634
1,386,981
6,416,182
6,735,368
Creditors: amounts falling due within one year
12
(5,450,724)
(5,088,763)
Net current assets
965,458
1,646,605
Total assets less current liabilities
1,429,659
2,018,792
Provisions for liabilities
(96,481)
(47,386)
Net assets
1,333,178
1,971,406
Capital and reserves
Called up share capital
15
1,000
1,000
Profit and loss reserves
1,332,178
1,970,406
Total equity
1,333,178
1,971,406
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 23 September 2026 and are signed on its behalf by:
A D Patel
P A Byrne
Director
Director
Company registration number 02798678 (England and Wales)
OGL SOFTWARE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 May 2024
1,000
2,482,852
2,483,852
Year ended 30 April 2025:
Profit and total comprehensive income
-
1,087,554
1,087,554
Dividends
8
-
(1,600,000)
(1,600,000)
Balance at 30 April 2025
1,000
1,970,406
1,971,406
Period ended 31 December 2025:
Profit and total comprehensive income
-
861,772
861,772
Dividends
8
-
(1,500,000)
(1,500,000)
Balance at 31 December 2025
1,000
1,332,178
1,333,178
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information
OGL Software Limited is a private company limited by shares incorporated in England and Wales. The registered office is Worcester Road, Stourport On Severn, Worcestershire, UK, DY13 9AT. The Principal activity of the company is the provision of computerised information systems and software support services to SMEs throughout the UK.
1.1
Reporting period
The current period presents the 8 month period ended 31 December 2025. The comparative period presents the year from 1 May 2024 to 30 April 2025. As such, the comparative amounts presented in the financial statements and related notes are not entirely comparable to the current period.
1.2
Accounting convention
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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of DSK Property Holdings Limited. These consolidated financial statements are available from its registered office, Worcester Road, Stourport-On-Severn, Worcestershire, DY13 9AT.
1.3
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the approval of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true
After reviewing the company’s latest management information, cash flow forecasts and making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operation for at least 12 months from the approval of the financial statements, meeting it’s liabilities as they fall due.
On the basis of the above, the accounts have been prepared on a going concern basis.
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.4
Turnover
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Research and development expenditure is written off against profits in the period in which it is incurred.
Amortisation is charged to administrative expenses in the Statement of Comprehensive Income.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
10 years
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
20% straight line
Fixtures and fittings
20% straight line
Computers
25% straight line
Motor vehicles
25% straight line
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 credited or charged to profit or loss.
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.7
Impairment of fixed assets
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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. 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. Cost is based on the cost of purchase on a first in, first out basis.
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.
1.9
Cash and cash equivalents
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.
1.10
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Basic financial assets
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 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the company 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 company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
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 when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
As lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.
Key sources of estimation uncertainty
Deferred income
The stage of completion of a project is estimated utilising an assessment of the project against agreed milestones with the customers and the level of hours completed versus expectations.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
Period ended
Year ended
31 December
30 April
2025
2025
£
£
Turnover analysed by class of business
Rendering of services
6,570,082
8,613,166
Sale of goods
101,059
352,644
6,671,141
8,965,810
Period ended
Year ended
31 December
30 April
2025
2025
£
£
Other revenue
Interest income
11,887
7,805
All turnover arose within the United Kingdom.
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 18 -
4
Operating profit
Period ended
Year ended
31 December
30 April
2025
2025
Operating profit for the period is stated after charging/(crediting):
£
£
Exchange losses/(gains)
46
(77)
Fees payable to the company's auditor for the audit of the company's financial statements
21,100
19,500
Depreciation of owned tangible fixed assets
83,120
96,170
Profit on disposal of tangible fixed assets
(7,910)
(7,350)
Amortisation of intangible assets
26,373
22,567
Cost of stocks recognised as an expense
198,398
357,256
Operating lease charges
208,045
317,031
The amortisation of intangible assets is included within administration expenses.
5
Employees
The average monthly number of persons (including directors) employed by the company during the 8 months period was:
Period ended
Year ended
31 December
30 April
2025
2025
Number
Number
Technical staff
61
59
Sales and administration
57
52
Total
118
111
Their aggregate remuneration comprised:
Period ended
Year ended
31 December
30 April
2025
2025
£
£
Wages and salaries
3,671,819
4,978,237
Social security costs
501,485
568,635
Pension costs
90,775
126,121
4,264,079
5,672,993
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 19 -
6
Directors' remuneration
Period ended
Year ended
31 December
30 April
2025
2025
£
£
Remuneration paid to directors
91,780
120,935
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (April 2025: 1).
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 20 -
7
Taxation
Period ended
Year ended
31 December
30 April
2025
2025
£
£
Current tax
UK corporation tax on profits for the current period
265,794
381,411
Adjustments in respect of prior periods
(10,048)
(6,321)
Total current tax
255,746
375,090
Deferred tax
Origination and reversal of timing differences
28,223
9,664
Adjustment in respect of prior periods
20,872
Total deferred tax
49,095
9,664
Total tax charge
304,841
384,754
The tax charge of 25% (year ended 30 April 2025: 25%) has been reflected in the calculation of the current tax charge and deferred tax balances.
The actual charge for the 8 months period can be reconciled to the expected charge for the 8 months period based on the profit or loss and the standard rate of tax as follows:
Period ended
Year ended
31 December
30 April
2025
2025
£
£
Profit before taxation
(1,166,613)
(1,472,308)
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2025: 25%)
291,653
368,077
Tax effect of expenses that are not deductible in determining taxable profit
1,839
11,950
Depreciation on assets not qualifying for tax allowances
525
Over provided in prior periods
(10,048)
(6,321)
Deferred tax adjustments in respect of prior years
20,872
Other differences
11,048
Taxation charge for the period
304,841
384,754
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 21 -
8
Dividends
Period ended
Year ended
31 December
30 April
2025
2025
£
£
Final paid
1,500,000
1,600,000
9
Intangible fixed assets
Software
£
Cost
At 1 May 2025 and 31 December 2025
191,681
Amortisation and impairment
At 1 May 2025
89,480
Amortisation charged for the 8 months period
26,373
At 31 December 2025
115,853
Carrying amount
At 31 December 2025
75,828
At 30 April 2025
102,201
10
Tangible fixed assets
Leasehold land and buildings
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 May 2025
4,213
273,651
329,092
131,133
738,089
Additions
32,026
81,348
52,994
35,138
201,506
Disposals
(25,454)
(29,034)
(54,488)
At 31 December 2025
36,239
329,545
382,086
137,237
885,107
Depreciation and impairment
At 1 May 2025
1,896
160,631
214,817
90,759
468,103
Depreciation charged in the 8 months period
1,719
26,768
44,401
10,232
83,120
Eliminated in respect of disposals
(25,455)
(29,034)
(54,489)
At 31 December 2025
3,615
161,944
259,218
71,957
496,734
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
10
Tangible fixed assets
Leasehold land and buildings
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
(Continued)
- 22 -
Carrying amount
At 31 December 2025
32,624
167,601
122,868
65,280
388,373
At 30 April 2025
2,317
113,020
114,275
40,374
269,986
11
Debtors
31 December
30 April
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
4,214,614
4,337,406
Amounts owed by group undertakings
718,939
702,871
Prepayments and accrued income
173,054
276,819
5,106,607
5,317,096
Included in trade debtors are amounts falling due in more than one year totalling £229,235 (April 2025: £403,282 (as restated)). An impairment loss of £145,243 (April 2025: £121,086) was recognised against trade debtors during the period.
Amounts owed by group undertakings are trading balances that do not bear interest and are settled on normal commercial terms.
12
Creditors: amounts falling due within one year
31 December
30 April
2025
2025
£
£
Trade creditors
60,687
137,772
Corporation tax
165,419
241,560
Other taxation and social security
546,811
531,064
Deferred income
4,511,517
4,106,658
Other creditors
62,592
24,856
Accruals
103,698
46,853
5,450,724
5,088,763
Amounts owed to group undertakings and related parties are unsecured, repayable on demand, bearing no interest.
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 23 -
13
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
31 December
30 April
2025
2025
Balances:
£
£
Accelerated capital allowances
99,432
49,681
Other timing differences
(2,951)
(2,295)
96,481
47,386
Period ended
Year ended
31 December 2025
30 April 2025
Movements in the 8 months period/year
£
£
Liability brought forward
47,386
37,722
Charge to profit or loss
49,095
9,664
Liability carried forward
96,481
47,386
14
Retirement benefit schemes
31 December
30 April
2025
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
90,775
126,121
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to £90,775 (April 2025: £126,121). There were outstanding contributions of £32,792 (April 2025: £24,856) at 31 December 2025 and these are included in other creditors.
15
Called up share capital
31 December 2025
30 April 2025
31 December 2025
30 April 2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
The company has one class of ordinary shares which carry no right to fixed income.
OGL SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 8 MONTHS PERIOD ENDED 31 DECEMBER 2025
- 24 -
16
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
31 December 2025
30 April 2025
£
£
Within 1 year
28,000
23,423
Years 2-5
11,352
39,352
Total commitments
39,352
62,775
17
Related party transactions
No transactions with fellow wholly owned related parties in the group headed by DSK Property Holdings Limited during the period are required to be disclosed under Section 33 of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland.
18
Parent company
The immediate parent company is OGL Computer Services Group Limited, a company registered in England.
DSK Property Holdings Limited is the ultimate parent undertaking for the group are is the smallest and largest group of which consolidated financial statements are prepared and of which the Company is a member. Consolidated accounts are available from Worcester Road, Stourport-On-Severn, Worcestershire, DY13 9AT.
The ultimate controlling party is the Paul Byrne Discretionary Settlement 2000.
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