The directors present the strategic report for the 8 month period ended 31 December 2025.The comparatives for the year ended 30 April 2025 is a 12 month period.

During the period the Group continued with diverse business activities comprising of a software house and an extensive portfolio of investment properties around the UK.

The Group provides computerised information systems and software support services to SMEs throughout the UK. The Group’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 Group’s prof.ITplus software suite has been operating in businesses throughout the UK since 2004, when it was launched in its original form. The Group continues to support a number of 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 Group’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 Group has continued to make significant strategic investments in the Profit4 platform, both to strengthen the Group’s position with existing customers and to widen the range of business sectors the product can serve. During the period the key features launched were as follows:

The Group’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 Group’s strategy of extending the platform into adjacent markets where the Group’s core wholesale and distribution capabilities translate effectively.

Alongside this, the Group 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 Group 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 Group 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 Group’s target market that has historically been managed manually and outside the core system.

The Group 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 Group’s multi-location customer base continues to grow.

The Group’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 Group 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 Group’s competitive position, respond to compliance-driven demand and open new revenue streams, whilst maintaining the Group’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.

The Group also has a diversified portfolio of investment properties, comprising of both commercial and residential properties around the UK. The Group has a large presence of residential properties in the London area in regeneration areas. All residential properties are tenanted under Assured Shorthold Tenancy Agreements. All commercial properties are subject to a commercial lease agreement.

The Group seeks new investment opportunities in London regeneration areas and these will materialise in future years. The Group will continue to invest cash funds generated by the Group in acquiring its real estate.

During the comparative period, on 1 May 2024 DSK Property Holdings Limited acquired the entire shareholding of OGL Computer Services Group Holdings Limited and its subsidiary undertakings. Paul Byrne Discretionary Settlement 2000 which held 10,270,000 £1 A Ordinary Shares in OGL Computer Services Group Holdings Limited received 3,100 Ordinary Shares in DSK Property Holdings Limited. P A Byrne who held 3,160,000 £1 A Ordinary Shares received in exchange for the shares, 9,056,333 Redeemable Preference Shares of £0.10 at a premium of £0.90. Mrs D A Barton, Mrs S J Chorley and Mrs K L Colwell each held 790,000 £1 A Ordinary Shares received in exchange for the shares, 2,264,083 Redeemable Preference Shares of £0.10 at a premium of £0.90 each.

On 29 October 2024 DSK Property Investments Limited, a wholly owned subsidiary of DSK Property Holdings Limited hived up the majority of its assets and liabilities in exchange for cash consideration.

The director considered this restructuring beneficial to simplify the group structure of the companies owned by the ultimate controlling party, Paul Byrne Discretionary Settlement 2000.

The Group continues to assess its exposure to certain risks and uncertainties which include price, credit, competition and technology risks.

The Group assesses its exposure to price risk as minimal. The Group develops and supports its software products in-house and has very limited exposure to commodity price risk and foreign exchange risk. The Group is exposed to fluctuations in pay rates for skilled software personnel. The Group is able to alleviate this by aligning chargeable rates for software support contracts with changes in the industry pay rates.

The property investment business has had very little exposure to price risk during the period. With the introduction of the Renters’ Rights Act 2026 on 1 May 2026 the Group will ensure it manages price risk by regular assessments of rents charged and ensure they are aligned to market rates.

The Group’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 Group’s cash. The property business carries out extensive credit checks on potential tenants to ensure they are suitable tenants and can meet the Group’s financial credit criteria.

The Group continues to be faced with competition and technology risks as it operates in a rapidly changing marketplace and competitive industry. The Group 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.

Turnover of the Group for the period was £7.64 million (Year ended 30 April 2025 was £10.36 million) which represents an annual increase compared to the previous year of 10.6%. Turnover is largely derived from the software business. The operating profit for the period was £0.12 million (Year ended 30 April 2025 was an operating loss of £0.98 million).

The Group 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 Group increases its market share and customer base. This will further accelerate recurring revenue and profits in the future.

By order of the board

The directors present their annual report and financial statements for the 8 month period ended 31 December 2025.

The principal activity of the Company and Group continued to be that of maintaining an investment portfolio and providing computerised information system and software support services.

The results for the 8 month period are set out on page 9.

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

The directors who held office during the 8 month period and up to the date of signature of the financial statements were as follows:

The group 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.

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.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 period. 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 Group and 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;

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

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and 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 Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 Group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the 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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of DSK Property Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the 8 month period ended 31 December 2025 which comprise the Group statement of comprehensive expense, the Group balance sheet, the Company balance sheet, the Group statement of changes in equity, the Company statement of changes in equity, the 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 the parent Company's affairs as at 31 December 2025 and of the Group's loss for the 8 month 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and parent 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 Group's and 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 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 month 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.

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 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 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 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.

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 entity 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.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 16 to 36 form part of these financial statements.

The notes on pages 16 to 36 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The notes on pages 16 to 36 form part of these financial statements.

As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The Company’s profit for the period was £1,394,532 (Year ended 30 April 2025: £13,956,408 profit).

The notes on pages 16 to 36 form part of these financial statements.

The notes on pages 16 to 36 form part of these financial statements.

The notes on pages 16 to 36 form part of these financial statements.

DSK Property Holdings Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Worcester Road, Stourport On Severn, Worcestershire, UK, DY13 9AT .

The Group consists of DSK Property Holdings Limited and all of its subsidiaries.

The current period presents the 8 months period ended 31 December 2025 while the comparative period covers the 12 months period 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.

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 and Group. Monetary amounts in these financial statements are rounded to the nearest £1.

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

The 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 for parent company information presented within the consolidated financial statements:

• 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.

In the parent Company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated Group financial statements consist of the financial statements of the parent Company DSK Property Holdings Limited together with all entities controlled by the parent Company (its subsidiaries).

All financial statements are made up to 31 December 2025.

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 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.

After reviewing the Group and Company’s latest management information, forecasts and making enquiries, the directors have a reasonable expectation that the Group and Company has adequate resources to continue in operation for at least 12 months from the approval of the financial statements, meeting its liabilities as they fall due. The Group has received confirmation from the Paul Byrne Discretionary Settlement 2000 Trust that amounts due to the Trust will not be repayable within 12 months from the date of approval of the financial statements.

On the basis of the above, the accounts have been prepared on a going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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.

Rental turnover is recognised in a straight line basis over the term of the rental agreement.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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 or valuation 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 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:

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.

The directors have obtained recent professional valuations of by independent valuers at May 2024 who hold recognised and relevant professional qualifications and have recent experience in the location and class of the investment properties valued. These valuations have been prepared on the basis of fair value, utilising comparable observable market prices and land registry indexation data and in the view of the directors have not changed since May 2024.

Investment property, which is property held to earn rentals and for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Management outsource the valuation of the investment property to professional valuers. This is required to determine the open market value of the investment properties and any value for impairment.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent Company financial statements, investments in subsidiaries, associates and jointly controlled entities 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.

Fixed asset investments also comprise government bonds held as long-term investments. Investments are initially recorded at cost and subsequently measured at amortised cost.

At each reporting period end date, the Group 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.

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.

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.

Financial assets and liabilities are offset and 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.

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, 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.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Group 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.

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, 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.

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

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 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 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.

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.

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

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 leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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.

FRS102 requires Investment Property to be revalued to fair value at each reporting date. This involves the use of estimates and judgements. The directors have engaged management expert valuers to assist in determining the valuation of investment properties at 31 December 2025. See note 12 for further information.

Fair value of Freeland Land and Buildings

The remeasurement of freehold land and buildings under the revaluation model involves the use of estimates and judgements. The directors have engaged management expert valuers to assist in determining the valuation of freehold land and buildings at 31 December 2025. See note 11 for further information.

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.

All turnover arose within the UK.

There are no customers whose revenue contributed to more than 10% of total revenue (year ended 30 April 2025: none).

The average monthly number of persons (including directors) employed by the Group and Company during the 8 month period was:

Their aggregate remuneration comprised:

The actual charge for the 8 month period can be reconciled to the expected credit for the 8 month period based on the profit or loss and the standard rate of tax as follows:

The negative amortisation balance within Software relates to the reversal of amortisation overstated in prior year. As the resulting prior period adjustment was assessed as trivial to the previously issued financial statements, no restatement of comparative amounts was considered necessary.

The carrying value of land and buildings comprises:

From 1 May 2024, following the acquisition of the OGL group, one property held by the group was classified to tangible fixed assets from investment properties as it is owner-occupied. Land and buildings with a carrying amount of £1,420,000 were revalued at May 2024 by independent valuers not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. In the view of the directors, the valuation remains materially appropriate.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

The directors have obtained recent professional valuations of by independent valuers at 31 December 2025 who hold recognised and relevant professional qualifications and have recent experience in the location and class of the investment properties valued. These valuations have been prepared on the basis of fair value, utilising comparable observable market prices and land registry indexation data and have not changed since 30 April 2025.

Details of the Company's subsidiaries at 31 December 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

OGL Computer Services Group Limited (company number 08683243) and OGL Computer Services Group Holdings Limited (company number 14112367) are exempt from the requirements of an audit under section 479A of the Companies Act 2006 as DSK Property Holdings Limited has provided these companies with a parental guarantee.

DSK Coding Limited (company number 02698151) has been dissolved on 1 September 2026.

The amounts owed by Group undertakings are unsecured, interest free and repayable on demand.

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.

The amounts owed to Group undertakings are unsecured, interest free and repayable on demand.

The preference shares carry a nil coupon rate and are redeemable only on the occurrence of a sale of OGL Software Limited or after 10 years. The directors estimate that the exit is not expected within 12 months of the balance sheet date. Preference shares are being amortised using a discount rate of 6.1% and have a total redemption value of £15,848,582 (30 April 2025: of £15,848,582).

The loan from related parties relates to loans from the Paul Byrne discretionary settlement 2000 trust, and preference share holders which are interest free and repayable on demand.

The following are the major deferred tax liabilities and assets recognised by the Group and Company, and movements thereon:

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.

The company has one class of ordinary shares which carry no right to fixed income.

The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.

Includes all revaluation gains and losses on the investment properties.

The profit and loss account contains all current and prior period retained earnings, less dividends paid.

At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The Company has taken advantage of the disclosure exemptions of Section 33.1A of FRS 102 which permit it to not present details of its transactions with members of the Group where relevant Group companies are all wholly owned.

Remuneration totalling £48,000 (£48,000 paid from the Company) (April 2025: totalling £72,000 of which £36,000 was paid by the Company) was paid to a close family member of P A Byrne who is not a director or key management personnel within the group.

Key management personnel remuneration include the directors of OGL Software Limited and total £250,903 (April 2025: £218,736).

See borrowings note for details of interest free shareholder loans. Shareholders are also close family members of P A Byrne.

No interest is charged on director's loan accounts