The directors present the strategic report for the year ended 31 March 2026.

Abingdon Software Group Limited (“Abingdon” or the “Company”) commenced trading on 1 November 2022. The Company and its subsidiaries (together, the “Group”) provide mission-critical software, services and data products to customers across the United Kingdom, North America and continental Europe.

The Group is involved with building products, acquisitions, and injecting artificial intelligence-led product innovation into those acquired businesses.

The Directors consider the following to be the principal risks and uncertainties facing the Group.

1. Customer retention

The Group serves medium-sized and large private-sector organisations and government customers across a range of industries. Revenue is generated from software and service subscriptions, outcome-based charges, licence sales, maintenance, consultancy, implementation and hardware sales.

The loss of significant customers, reductions in customer expenditure, failure to meet customers’ evolving product requirements, or falling behind on artificial intelligence in products could adversely affect the Group’s revenue and profitability. Gross revenue retention was 96%, and net revenue retention was 109% during the financial year. Maintaining these customer retention metrics as the Group grows requires continued investment in customer service, product development and service delivery. Further, as the Group expands into servicing small to medium sized customers, maintaining these retention metrics will be less likely.

2. Artificial intelligence

The development of artificial intelligence presents both opportunities and risks for the Group. One of the Group’s primary strategies involve transforming existing products into artificial intelligence products, as well as building new artificial intelligence products. Should the Group not stay on par or ahead of advances in artificial intelligence, it may be exposed to changing customer requirements, increased competition or reduced demand for certain existing products and services

Further, certain critical internal processes also rely on proprietary software incorporating artificial intelligence, including applications built by the Group on third-party large language models. This creates dependencies on external technology providers and exposes the Group to changes in pricing, availability, contractual terms and model performance. Inaccurate outputs, inappropriate use or failures in data handling could also result in operational disruption, financial loss or reputational damage.

The Group is investing in proprietary technology for artificial intelligence cost monitoring and governance to manage these exposures.

3. Key personnel

The Group depends on skilled personnel to develop, sell, implement and support its products and services as well as embed artificial intelligence throughout the Group’s operations. Workforce costs represent approximately 60% of the Group’s operating cost base.

The departure of key employees, difficulties recruiting suitably qualified personnel or increased competition for specialist skills could disrupt operations, delay product development and increase costs. The ability to attract, develop and retain employees is therefore important to the Group’s continued performance.

4. Market risks

Foreign exchange

The Group operates across several jurisdictions and earns revenue and incurs costs in multiple currencies. Exchange-rate movements may adversely affect its reported results and the value of its assets and liabilities.

The Group had no foreign-exchange hedging arrangements in place during the year ended 31 March 2026. Revenue and costs denominated in the same currency provide a degree of natural hedging, although this does not eliminate foreign-exchange exposure.

Interest rates

The Group’s floating-rate borrowings expose it to changes in EURIBOR. Increases in reference rates would increase interest expense and reduce cash available for investment and acquisitions.

The Group had no interest-rate hedging arrangements in place during the year ended 31 March 2026. Its relatively low leverage reduced its exposure to higher borrowing costs but did not eliminate this risk. Following the year end, the Group entered into hedging arrangements to reduce its exposure to increases in EURIBOR.

5. Liquidity and leverage

The Group uses acquisition credit facilities to support its growth strategy and is required to service interest, comply with financial covenants and repay borrowings in accordance with their contractual terms. Its long-term acquisition facility matures in December 2031.

A deterioration in trading, weaker cash generation or significant acquisition expenditure could reduce liquidity and covenant headroom. The availability and terms of future financing may also be affected by credit-market conditions.

The Directors regularly monitor cash balances, forecast cash flows, borrowing levels and covenant headroom. At 31 March 2026, the Group held cash of $58,318,405 against long-term borrowings of $35,554,858. Based on available cash resources and forecast cash flows, the Directors consider that the Group has sufficient liquidity to meet its obligations.

6. Cybersecurity

The Group provides cybersecurity services to its subsidiaries centrally through a managed service provider. This approach involves coordinated management of cybersecurity risks across the Group. As the Group grows through acquisitions, differences in the systems and security arrangements of acquired businesses may create additional vulnerabilities and require investment to bring them into alignment with the Group’s security requirements.

The Group also maintains cyber insurance to mitigate certain financial consequences of cybersecurity incidents, subject to policy terms, limits and exclusions. These arrangements reduce, but do not eliminate, the Group’s exposure to cybersecurity risks.

The year ended 31 March 2026 was the Group’s third full financial year. The Group reported turnover of $35,452,138, Group EBITDA of $10,494,360 and a statutory loss before taxation of $5,161,042.

The statutory loss before taxation reflected depreciation and amortisation, exceptional costs, and interest payable and similar expenses. Acquisitions of asset light businesses give rise to goodwill, which is amortised over its estimated useful economic life in accordance with the Group’s accounting policies under UK accounting standards. Goodwill amortisation is a non-cash expense that reduces statutory profit. As the Group expands through acquisitions, this charge is expected to increase, subject to the value of goodwill recognised and the applicable amortisation periods. The Directors therefore consider profitability both before and after goodwill amortisation when assessing the Group’s performance.

During the year, the Group refinanced its acquisition credit facility ahead of its contractual maturity. The Directors considered that securing a longer-tenure facility at a lower borrowing rate would support the Group’s acquisition strategy and provide greater funding certainty. The refinancing resulted in significant costs associated with the Group’s reorganisation and lender due diligence, which were classified as exceptional items. A prepayment penalty on the previous facility also increased interest payable and similar expenses during the year. These exceptional costs adversely affected the statutory result for the period.

At 31 March 2026, the Group held cash of $58,318,405 and had long-term borrowings of $35,554,858 under a facility by Ares Management, maturing in December 2031. Based on the Group’s cash balance, forecast cash flows, and financing arrangements, the Directors consider that the Group has sufficient liquidity to meet its obligations as they fall due. The Group had significant headroom against its financial covenants at the reporting date.

In addition to statutory financial results, the Directors monitor financial and operational key performance indicators, including pro-forma EBITDA (which could be significantly higher than Group EBITDA due to the rapid growth of the Group), organic revenue growth, gross and net revenue retention, cash conversion, leverage and various key performance indicators related to efficiency of acquisition spend.

The Directors are satisfied with the Group’s overall performance during the year and consider that its financial position provides a sound basis for continued investment in existing businesses and further acquisitions.

On behalf of the board

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

The principal activity of the company continued to be that of a holding company. The groups principal activity is to provide mission-critical software, services and data products to customers across the United Kingdom, North America and continental Europe.

The results for the year are set out on page 10.

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

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

The company 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 of financial instruments.

These events have been disclosed in note 28 in the financial statements.

The directors believe that there are no future developments that require disclosure outside of those that have been disclosed in the Strategic Report.

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

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.

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

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 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.

We have audited the financial statements of Abingdon Software Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the group profit and loss account, the group statement of comprehensive income, 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 March 2026 and of the group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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 year for which the financial statements are prepared is consistent with the financial statements; and

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

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

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

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

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and

non-compliance with laws and regulations, our procedures included the following:

• Obtaining an understanding of the legal and regulatory framework that the group operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;

• Obtaining an understanding of the groups’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and

• Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the company and our sector-specific experience.

As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: compliance with the UK Companies Act.

In addition to the above, our procedures to respond to risks identified included the following:

• Making enquiries of management, the internal audit function, and in-house legal counsel about any known or suspected instances of non-compliance with laws and regulations and fraud;

• Reviewing minutes of meetings of the board and senior management;

• Challenging assumptions and judgements made by management in their significant accounting

• estimates; and

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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.

Other matters which we are required to address

The comparative figures in the consolidated financial statements were unaudited. An audit was carried out in the previous period on the company financial statements only.

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 profit and loss account has been prepared on the basis that all operations are continuing operations.

*Group EBITDA is defined by the Group as earnings before interest, tax, depreciation, amortisation, impairment and exceptional costs.

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $9,950,043 (2025 - $3,395,239 loss).

Abingdon Software Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office Pavilion, 96 Kensington High Street, London, England, W8 4SG.

The group consists of Abingdon Software Group Limited and all of its subsidiaries.

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

The financial statements are prepared in USD, which is the presentational currency of the group. Monetary amounts in these financial statements are rounded to the nearest $1. The prior year financial statements for the company were prepared in GBP.

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 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 are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company Abingdon Software Group Limited together with all entities controlled by the parent company (its subsidiaries).

The consolidated financial statements are prepared to 31 March 2026. Where a subsidiary has not prepared financial statements to this date, consolidation is based on the subsidiary's underlying accounting records and financial information as at 31 March 2026. Where necessary, adjustments are made to ensure that the accounting policies applied by subsidiaries are consistent with those adopted by the group.

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

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

Abingdon Global Holdings Limited, Abingdon Global Acquisitions Limited, Stone Cloud IT Limited, UltraMap Group Limited and Minabiz Best Global Limited have taken the exemption available in section 479A of the Companies Act 2006 (the Act) from the requirements in the Act for their individual accounts to be audited.

At the time of approving the financial statements, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. The parent company is reliant on the performance of its subsidiaries. In making their assessment the directors have considered the financial position of the company and the group as a whole as well as each subsidiary individually, in relation to performance, liquidity and forecast future cash flows.

Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

Turnover represents amounts receivable for software licences, subscriptions, maintenance and support, managed services, implementation and other related services provided in the ordinary course of business. Turnover is stated net of VAT and other sales-related taxes.

Turnover from software subscriptions and other recurring service arrangements is recognised over the period in which the customer receives the benefit of the service. Where charges are based on usage or transaction volumes, revenue is recognised in the period in which the relevant usage occurs.

Turnover from maintenance and support arrangements is recognised on a straight-line basis over the period in which the support services are provided.

Turnover from implementation, professional services and other project-based services is recognised as the services are performed. Where services are provided over a period of time, revenue is recognised by reference to the stage of completion of the relevant services where the outcome can be reliably estimated.

Turnover from perpetual software licences is recognised when the customer obtains the right to use the software and the Group has fulfilled its material obligations in relation to delivery of the licence.

Amounts invoiced in advance of the relevant performance period are recognised as deferred income and released to turnover as the related goods or services are provided.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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 20 years.

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.

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

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

At each reporting period end date, the 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.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of hardware inventory 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.

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.

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.

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 and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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 year.

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 costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity. The directors have assessed the impact of the share-based payment arrangements and concluded that any resulting charge would be immaterial to these financial statements; accordingly, no adjustment has been recognised.

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.

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.

Goodwill is recognised as an asset and is subsequently measured at cost less accumulated amortisation and any accumulated impairment losses.

Goodwill is amortised on a straight-line basis over its estimated useful economic life of 20 years. Management considers that a 20-year useful life appropriately reflects the period over which the economic benefits arising from the acquired business and associated synergies are expected to be realised. This estimate is based on management’s assessment of the nature and expected duration of the underlying business, the anticipated period of benefit from the acquisition and the expected retention of the acquired operations and customer relationships.

The estimated useful life of goodwill is reviewed at each reporting date and revised where circumstances indicate that the original estimate is no longer appropriate.

The amortisation charge recognised in profit or loss for the year in respect of goodwill was $3,166,717 (2025: $1,493,673).

The auditors remuneration fee disclosed for 2025 was for the company accounts only that were not consolidated accounts.

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

Their aggregate remuneration comprised:

No directors received remuneration in excess of £200,000 and therefore no highest paid director disclosures are required.

The number of directors for whom retirement benefits are accruing under defined contribution pension schemes was 1 (2025: 1).

A director of the company and group is considered to be key management personnel. Consequently, the directors' remuneration disclosed above represents key management personnel compensation and as such no separate disclosure is required.

The early repayment charge arose on the refinancing and early repayment of the Group's previous debt facility during the year. Under the terms of the facility, repayment prior to March 2027 resulted in an additional amount becoming payable, calculated by reference to the interest that would otherwise have been payable on the outstanding principal balance through to March 2027.

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

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

The Group's external loans are secured by guarantees and fixed and floating charges over the assets of the following Group undertakings:

• Abingdon Global Holdings Limited

• Abingdon Global Acquisitions Limited

• Stonecloud IT Limited

• Damarel Systems International Limited

• Ultramap Group Limited

• Ultramap Limited

• Ultramap Monitoring Services Limited

• Minabiz Best Global Limited

• Geograph Technologies, LLC

• IT Computing Services Inc

• Abingdon Software Holdings Inc

• Webclock LLC

• Boss (Buro Ontw/ Software Sevice) BV

• DCS Travel Technologies B.V.

• My-Lex BV

• Cambric Systems Limited

• DCS Fast Link SRL

• BHMOC Technology Limited

• B.H. Associates Limited

Interest is charged at EURIBOR plus an applicable margin, which is determined by reference to the Group's gross leverage. The Senior Term Facility is repayable in full on its termination date in December 2031.

Post year-end the group entered into an interest rate cap covering $35,513,600 of debt, capping 6-month EURIBOR at 3.25%. The cap is effective from December 2026 to December 2029.

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 operates share option arrangements under which eligible employees and other participants are granted options over shares in Abingdon Software Group Limited. The options are equity-settled and are subject to the terms of the relevant option agreements. Options generally vest over a period of four/five years, subject to continued service and the applicable leaver provisions. Once vested, options may be exercised in accordance with the terms of the relevant scheme and option agreement and lapse if not exercised within the applicable option period. The exercise price is determined at the date of grant.

The options all have a weighted average exercise cost of £0.0001.

No adjustment for the cost of the above transactions have been made to the financial statements on the basis the amount would be immaterial.

Ordinary shares have full voting and full dividend rights. The shares carry 2.2 votes per share with no liquidiation preference and as such rank alongside B Ordinary shares on return of capital.

A / A2 / A3 / A4 Ordinary shares have full voting and full dividend rights. The shares carry 1 vote per share. They have a 1x non-participating liquidation preference equal to their issue price. The company Articles of Memorandum stack these so that A4 shares are the most senior, followed by A3, A2 and A.

B Ordinary shares have no voting rights, full dividend rights (parri passu) with no liquidation preference.

Deferred shares have no voting or dividend rights. They have $1 (£1) aggregate value on winding up. The company can buy them back for one penny per the articles and have no rights to participate in any further surplus.

The share premium account represents the excess of proceeds received from the issue of shares over the nominal value of those shares. The reserve may be utilised only for the purposes permitted by the Companies Act 2006.

On 18 March 2026 the group acquired 100 percent of the issued capital of Gouda ICT B.V.

On 29 May 2025 the group acquired 100 percent of the issued capital of Minabiz Proprietary Limited.

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the company's service in new markets and the future operating synergies from the combination.

On 24 October 2025 the group acquired 100 percent of the issued capital of DCS Travel Technologies B.V..

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the company's service in new markets and the future operating synergies from the combination.

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:

On 31 July 2026, the Group acquired InTouch Monitoring Systems, a company incorporated in the UK. On 5 August 2026, the Group acquired Lean Lemon S.L., a company incorporated in Spain.

On 28 August 2026, the Group drew down a further $9.0m under its existing debt facility.