REGISTERED NUMBER: 08407866 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 January 2026

for

DIGI2AL Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

10

Report of the Independent Auditors

12

Income Statement

16

Balance Sheet

17

Statement of Changes in Equity

18

Cash Flow Statement

19

Notes to the Cash Flow Statement

20

Notes to the Financial Statements

21

DIRECTORS:

Mr Colin William Campbell

Ms Moira Fraser Andrews

Mr Simon James Collacott Venn

REGISTERED OFFICE:

Palmeira Avenue Mansions

19 Church Road

Hove

BN3 2FA

REGISTERED NUMBER:

08407866 (England and Wales)

SENIOR STATUTORY AUDITOR:

Oliver Atkinson

AUDITORS:

Atkinsons

Chartered Accountants & Statutory Auditors

Palmeira Avenue Mansions

19 Church Road

Hove

East Sussex

BN3 2FA

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

Who we are and what we do

Purpose and overview

DIGI2AL is a UK sovereign Defence & Security technology business. Since 2013 we have helped government, and the Ministry of Defence in particular, to solve complex, high-consequence technology challenges, delivering secure, mission-critical software in demanding and often operationally constrained environments. Our work spans the full software lifecycle, from user research and service design through engineering and deployment to live operational support.

Over more than a decade we have completed over 1,000 projects and built a substantial, credentials-led track record across the Defence & Security sector.

Business model: how we create value

Defence & Security organisations face siloed legacy systems, acute shortages of specialist skills and stringent security requirements, all of which slow the delivery of digital capability at a time when software and data increasingly determine operational advantage. DIGI2AL exists to solve these problems, enabling the rapid and secure delivery of mission-critical software in constrained and classified environments.

Our delivery model combines a core of permanent, security-cleared employees with an established network of specialist freelancers. Permanent colleagues own client relationships, programme leadership, delivery governance and commercial and strategic oversight; freelancers provide flexible capacity and niche expertise under our direction. This blended model allows us to mobilise trusted, cleared teams quickly and to scale delivery in line with programme demand.

We create value by delivering outcomes, being secure services that save time, reduce cost and improve the experience of those who use them, rather than by supplying contingent labour. On our largest engagements we act as prime integrator, consolidating disparate requirements into coherent, well-governed delivery, as we have done for the Royal Navy.

Ownership and structure

DIGI2AL Limited was incorporated in 2013 and is the group's trading company. It is majority owned by its parent, Paperclip Holdings Limited, which holds approximately 90% of the shares, with the balance held directly by two individual minority shareholders. Paperclip Holdings Limited is in turn 60% owned by an Employee Ownership Trust, through Paperclip EOT Limited, and 40% owned by the Company's founder, Colin Campbell. As a result, the Employee Ownership Trust holds an effective indirect interest of approximately 54% in the Company, aligning the long-term interests of employees with its success.

Following the establishment of the Employee Ownership Trust in 2024, the Company embarked on a broader programme of organisational development and investment to build a scalable platform for long-term growth. This programme combines leadership succession with the development of the Company's systems, commercial capability and organisational structure, alongside investment in recruitment and people development, to support growth and diversification across customers, markets and services. As part of this programme, the founder moved from Chief Executive Officer to a Non-Executive Director role, with day-to-day leadership passing to a new executive team led by Jack Maxton, who joined as Chief Technology Officer in January 2026 before becoming Chief Executive Officer in June 2026, and Dan Curran, who joined as Chief Financial Officer in February 2026.

Market and operating environment

The Defence & Security market in which DIGI2AL operates has strong long-term structural growth. The Strategic Defence Review 2025 set out concrete commitments to move towards a more technology-enabled, integrated force and to increase defence spending over the coming years, with data, software and digital systems identified as central to operational advantage. Defence digital and technology spending has continued to grow faster than the overall defence budget over the medium term.

While the medium-term direction of the market is firmly positive, the year itself was shaped by significant short-term disruption to the timing of government spending. The 2024 general election temporarily slowed government decision-making; this was followed by the Strategic Defence Review, the establishment of the National Armaments Directorate and uncertainty ahead of the Defence Investment Plan. That plan, originally expected in autumn 2025, was significantly delayed and was ultimately published on 30 June 2026, after the Company's year end. Together these delayed the approval, placing and extension of work across parts of the Ministry of Defence during the year. The directors regard this as a matter of timing within the government spending cycle rather than a reflection of underlying demand, which remains strong, and expect these developments, including the now-published Defence Investment Plan, to release funding, weighted towards digital, as they take effect.

Two further features of the market reinforce DIGI2AL's position. First, a persistent shortage of UK security-cleared engineering talent means that government and prime contractors continue to rely on trusted specialist partners to deliver complex, software-intensive programmes. Second, government policy increasingly favours the participation of small and medium-sized enterprises: the Ministry of Defence has committed to increasing its spending with SMEs to £7.5 billion by 2028(1) . These dynamics play directly to DIGI2AL's strengths as a sovereign, security-cleared specialist with a proven delivery record and high barriers to entry protecting its position.

Strategy and objectives

Our strategy is to build on our established position in Defence & Security and to convert our delivery strengths into a broader, more resilient business. The directors have set four priorities. The first is to maximise the value of our existing long-term contracts, including our prime role on the Royal Navy's data and applications programme, by converting available contract headroom into funded delivery. The second is to win new footholds across the wider Ministry of Defence, including operationally focused areas of air and land digital, using our credentials and case studies. The third is to broaden our customer base and diversify our revenue by developing new routes to market, including work with Defence prime contractors and technology partners. The fourth is to strengthen our commercial engine, with clearer accountability for growth, better account management and a more consistent bid capability, so that opportunities convert into bookings, revenue and cash more consistently.

Together, these priorities are intended to broaden the Company's customer base and diversify its revenue streams, improving the quality and resilience of the business. Progress is measured through the key performance indicators set out below.

(1)Ministry of Defence, 'Small and Medium-sized Enterprise (SME) Action Plan', GOV.UK, 2025; the £7.5 billion target (by 2028) represents approximately a 50% increase on 2023-24 direct and indirect SME spend.

Key performance indicators

The directors have refreshed the Company’s key performance indicators this year to reflect its new commercial operating model. The previous emphasis on measures such as net assets, overheads and revenue mix has given way to a set that better captures whether the Company is converting opportunity into profitable, cash-generative delivery. The measures fall into two groups, described below, with performance against them reviewed in the review of the business below.

The first group covers scale and profitability. Revenue remains the primary measure of scale and delivery; gross profit and gross margin show the efficiency and quality of that delivery; and EBITDA and the EBITDA margin capture underlying operating profitability and margin discipline.

The second group covers cash and resilience. Operating cash flow measures the cash generated from operations and the quality of the Company's earnings, while the closing cash position reflects its liquidity and financial resilience. As a debt-free business, these measures are central to how the directors assess financial strength.

KPI

FY26

FY25

Change

% change

Revenue

£27.1m

£30.0m

(£2.9m)

(9.7%)

Gross profit

£7.5m

£8.0m

(£0.5m)

(6.3%)

Gross margin

27.8%

26.8%

1.0ppt

n/a

EBITDA

£5.6m

£6.4m

(£0.8m)

(12.1%)

EBITDA margin

20.7%

21.3%

(0.6ppt)

n/a

Operating cash flow

£3.9m

£5.1m

(£1.3m)

(24.6%)

Cash

£2.7m

£5.5m

(£2.9m)

(51.7%)

Decreases are shown in parentheses. Margin movements are shown in percentage points (ppt); a percentage change is not meaningful for ratio measures (shown as n/a). Financial figures are rounded to £0.1m. EBITDA is stated before depreciation and amortisation and, as the Company's depreciation is minimal, is closely aligned to operating profit.

REVIEW OF BUSINESS

The directors review the year's performance against the key performance indicators set out above.

Financial performance

Revenue for the year was £27.1 million, £2.9 million (9.7%) lower than the prior year (2025: £30.0 million). The demand factors behind this are largely those described in the market and operating environment section, namely the disruption to the timing of government spending during a period of significant change; the reduction reflects market conditions rather than any loss of competitive position, with client relationships and delivery quality maintained.

Gross profit decreased by £0.5 million to £7.5 million (2025 restated: £8.0 million), reflecting the reduction in revenue, while gross margin improved by 1.0 percentage point to 27.8% (2025: 26.8%).

EBITDA decreased by £0.8 million to £5.6 million (2025: £6.4 million), with EBITDA margin reducing to 20.7% (2025: 21.3%). Of this decrease, £0.5 million was attributable to lower gross profit, with the remaining £0.3 million principally reflecting expenditure on the programme to build a scalable platform for growth and diversification described under Ownership and structure above. Profit before tax was £5.6 million (2025: £6.6 million).

Financial position and cash

Operating cash flow was £3.9 million (2025: £5.1 million), with the Company remaining cash-generative. This should be seen in the context of a strong medium-term track record, revenue having grown from £16.4 million in FY22 to £30.0 million in FY25 while profitability improved as the business scaled.

The Company remains financially strong and debt-free. Cash balances reduced to £2.7 million (2025: £5.5 million) and net assets to £2.4 million (2025: £4.9 million), primarily reflecting £6.8 million of dividends paid to shareholders during the year, with the Company holding no external borrowings at the year end. As a service-led business with low balance-sheet intensity and modest capital expenditure, the Company converts profit into cash efficiently, subject to normal working-capital timing.

Outlook

The Company enters the new financial year with continued prime status on its principal cross-MoD contract vehicle, delivered through the Royal Navy, which was extended by a further two years to 30 June 2028; the full two-year extension was taken in a single step rather than incrementally, providing enhanced forward visibility, with material headroom still to deliver. The Company also holds positions on 14 Ministry of Defence and Crown Commercial Service frameworks that provide repeatable access to funded opportunities, alongside a strengthening pipeline. With defence digital spending expected to continue growing and geopolitical conditions reinforcing demand, the directors are confident in the Company's prospects and its capacity to return to growth.

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing the financial statements.

Our people and culture

Our people are the core of our proposition. In a market defined by a shortage of security-cleared talent, our ability to attract, develop, clear and retain high-quality engineers and specialists is a genuine differentiator and a barrier to entry. During the year we continued to grow our permanent team and to invest in structured career development, training and knowledge retention, complemented by an established network of long-tenured specialist freelancers.

Employee engagement is high. In the most recent Sunday Times Best Places to Work survey, the results of which were published in early 2026, DIGI2AL achieved an average engagement score of 88% (rated Excellent and around 9 percentage points above the technology-sector benchmark), with all six engagement categories rated Excellent, an employee Net Promoter Score of 64, 94% of colleagues proud to work here, and a flight risk of only 5% against a sector norm of around 42%. Employee ownership through the Employee Ownership Trust reinforces a culture in which colleagues share directly in the Company's success, and we remain committed to an inclusive culture that draws deliberately on a diverse range of backgrounds and disciplines.

Sustainability, social value and governance

DIGI2AL was founded on the principle of building an inclusive company that makes a positive difference. DIGI2AL is a certified Carbon Neutral Business, partnering with Carbon Neutral Britain to invest in projects that support environmental protection and improvement. The Company continues to minimise its emissions, which arise principally from Scope 3 business travel, with an ambition to reach net zero by 2050.

On social value, we support the communities and causes we care about, including charitable giving during the year, and we deliver against the social-value themes required of public-sector customers, being tackling economic inequality, fighting climate change and promoting equal opportunity. In practice this means a commitment to local and inclusive recruitment, apprenticeships and skills development, support for veterans and military spouses, payment of the Real Living Wage, prompt payment of suppliers, and increasingly sustainable procurement. On governance, we maintain the accreditations and compliance our market demands, including quality (ISO 9001), information security (ISO 27001, Cyber Essentials Plus) and service-management standards, together with Defence-sector requirements such as JOSCAR, and we operate robust policies on matters including modern slavery, anti-bribery, data protection and whistleblowing.

PRINCIPAL RISKS AND UNCERTAINTIES

Risks and mitigations

DIGI2AL delivers technology services predominantly to UK government and Defence customers, which are of high standing from a financial and reputational perspective. The principal risks set out below are not exhaustive, nor a prediction of all future risks; the directors seek appropriate mitigations or insurance so far as possible.

Principal risk

Impact on the Company

Mitigation

Defence spending and procurement timing

Delays to spending approvals and procurement can defer the start or extension of programmes, affecting short-term revenue and cash flow.

Prioritise customers with confirmed funding; actively manage contract renewals and support customers in preparing approvals; target a broad range of customers to reduce dependence on any single decision.

Client and contract concentration

A significant proportion of revenue is currently derived from a small number of contracts and customers, creating exposure to change in a single budget or relationship.

A deliberate strategy to broaden the customer base across new areas of MoD, Defence primes and technology partners; investment in a structured commercial and account-management engine; and continued deepening of existing relationships.

Attracting and retaining key skills

Inability to locate, attract and retain security-cleared skills at competitive cost could limit the ability to win and deliver work, affecting revenue, profit and cash flow over time.

A strong employer brand and referral-led recruitment; structured talent development; employee ownership and long-term incentives; and a balanced permanent-and-freelancer resourcing model.

Dependence on key individuals

The success of the business depends on a small number of key individuals whose loss could create delivery and revenue risk.

Leadership development and succession planning (as demonstrated by the recent leadership transition); team cohesion and long-term incentives; and an operating model designed to reduce reliance on individuals.

Cyber security and data protection

Handling sensitive government data means a breach could cause loss of reputation and customer relationships, and contractual or regulatory liability. Inappropriate use of AI tools could also result in unauthorised disclosure of sensitive or confidential information and failure to meet security or contractual obligations.

Continual threat intelligence monitoring and information sharing; government grade encryption and layered defences; annual Cyber Essentials Plus accreditation; data loss prevention tooling and information segregation; supply chain monitoring; specialist data protection advice; and appropriate controls and guidance for the use of AI tools.

Operational and programme delivery

Delay or non compliant delivery, whether through programme issues, quality failures, third party or subcontractor dependencies, supplier security weaknesses or client factors, could lead to contractual liabilities, rework, additional costs or reputational damage.

A proven track record of delivery against Government Digital Service, Technology Code of Practice and accessibility standards; highly experienced leadership; collaborative sprint by sprint acceptance.

IR35 and contractor employment status

Mis-interpretation or mis-application of IR35 could create tax exposure for the Company or contractors, or reduce the availability of key people.

DIGI2AL contracts only for outcomes assessed as outside IR35, uses HMRC's Check Employment Status for Tax tool with documented and periodically re-assessed outcomes, flows terms down to subcontractors, and does not operate on contingent-labour frameworks.

Business continuity and disaster recovery

Disruption to critical personnel, systems, infrastructure or third party services, including through cyber attacks, infrastructure failures or supplier outages, could interrupt operations, delay programme commitments, result in financial loss and affect customer confidence.

Identification of critical business dependencies and proportionate business continuity and disaster recovery arrangements to support the recovery of essential services following disruptive events.

Financial risk management

The Company’s financial instruments comprise cash at bank, trade debtors and trade creditors arising directly from its operations. The Company has no borrowings and does not use derivative financial instruments.

Credit risk: the Company’s customers are predominantly UK government departments, principally the Ministry of Defence, and Defence prime contractors, and the directors consider credit risk to be low. Trade debtors are monitored regularly.

Liquidity and cash flow risk: the Company is debt-free and manages liquidity by maintaining cash balances (£2.7 million at 31 January 2026) and monitoring cash flow forecasts so that it can meet its obligations as they fall due.

The Company is not exposed to significant price or foreign exchange risk.

ON BEHALF OF THE BOARD:

Mr Simon James Collacott Venn - Director

27 October 2026

The directors present their report with the financial statements of the company for the year ended 31 January 2026.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of digital technology development and consulting services.

DIVIDENDS

Interim dividends totalling £6,800,000 were paid during the year (2025: £3,878,794). The directors do not recommend the payment of a final dividend.

RESEARCH AND DEVELOPMENT

During the year the company undertook research and development to develop new technical capabilities in support of its Defence & Security customers. The company has claimed research and development expenditure credit in respect of qualifying expenditure.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2025 to the date of this report.

Mr Colin William Campbell

Ms Moira Fraser Andrews

Other changes in directors holding office are as follows:

Mr Andrew Reynolds - resigned 28 April 2025

Mr Simon James Collacott Venn - appointed 19 September 2025

Mr Benjamin John Howes and Mr Ciaran Patrick Merrigan ceased to be directors after 31 January 2026 but prior to the date of this report.

CHARITABLE DONATIONS

Donations to charities amounted to £154,150 (2025 - £125,742).

GOING CONCERN

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. The strategic report and the directors' report describes the financial position of the Company, its cash flows and liquidity position; the Company's objectives; its financial risk management objectives and exposure risk and liquidity risk.

Overall, the directors consider the business to be a going concern for the following reasons:

The Company had net current assets of £2,326,052 including £2,678,944 of cash, as at 31 January 2026.

The Company has no bank loans and the latest projections indicate that no funding is required for the 12 month period from the date of signing this report.

The directors have a reasonable expectation that the Company has adequate resources to continue to adopt the going concern basis in preparing the annual report and financial statements.

FUTURE DEVELOPMENTS AND EVENTS AFTER THE BALANCE SHEET DATE

Details of future developments can be found in the Strategic Report, which form part of this report by cross reference.

The financial risk management objectives and policies are discussed in the Strategic Report and form part of this report by cross-reference.

EMPLOYEE MATTERS

Details of employee matters can be found in the Strategic Report on page 6 and form part of this report by cross reference.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Atkinsons, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr Simon James Collacott Venn - Director

27 October 2026

Opinion

We have audited the financial statements of DIGI2AL Limited (the ‘company’) for the year ended 31 January 2026 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 January 2026 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

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

-	the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page eleven, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

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

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Auditor’s response to risks identified

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included; testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls by management. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Oliver Atkinson (Senior Statutory Auditor)

for and on behalf of Atkinsons

Chartered Accountants & Statutory Auditors

Palmeira Avenue Mansions

19 Church Road

Hove

East Sussex

BN3 2FA

27 October 2026

TURNOVER

27,084,699

30,007,775

Cost of sales

19,543,047

21,958,694

GROSS PROFIT

7,541,652

8,049,081

Administrative expenses

2,013,966

1,690,674

5,527,686

6,358,407

Other operating income

3

49,396

13

OPERATING PROFIT

6

5,577,082

6,358,420

Interest receivable and similar income

7

101,757

227,903

5,678,839

6,586,323

Interest payable and similar expenses

8

52,539

263

PROFIT BEFORE TAXATION

5,626,300

6,586,060

Tax on profit

9

1,408,866

1,538,279

PROFIT FOR THE FINANCIAL YEAR

4,217,434

5,047,781

FIXED ASSETS

Tangible assets

11

54,242

75,984

CURRENT ASSETS

Debtors

12

3,089,267

2,858,375

Cash at bank

2,678,944

5,541,755

5,768,211

8,400,130

CREDITORS

Amounts falling due within one year

13

3,442,159

3,507,818

NET CURRENT ASSETS

2,326,052

4,892,312

TOTAL ASSETS LESS CURRENT LIABILITIES

2,380,294

4,968,296

PROVISIONS FOR LIABILITIES

15

13,560

18,996

NET ASSETS

2,366,734

4,949,300

CAPITAL AND RESERVES

Called up share capital

16

222

222

Retained earnings

2,366,512

4,949,078

SHAREHOLDERS' FUNDS

2,366,734

4,949,300

The financial statements were approved by the Board of Directors and authorised for issue on 27 October 2026 and were signed on its behalf by:

Mr Simon James Collacott Venn - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2024

222

3,780,091

3,780,313

Changes in equity

Dividends

-

(3,878,794

)

(3,878,794

)

Total comprehensive income

-

5,047,781

5,047,781

Balance at 31 January 2025

222

4,949,078

4,949,300

Changes in equity

Dividends

-

(6,800,000

)

(6,800,000

)

Total comprehensive income

-

4,217,434

4,217,434

Balance at 31 January 2026

222

2,366,512

2,366,734

Cash flows from operating activities

Cash generated from operations

1

5,453,077

5,715,641

Interest paid

-

(263

)

Tax paid

(1,596,996

)

(602,395

)

Net cash from operating activities

3,856,081

5,112,983

Cash flows from investing activities

Purchase of tangible fixed assets

(20,827

)

(73,125

)

Sale of tangible fixed assets

178

650

Interest received

101,757

227,903

Net cash from investing activities

81,108

155,428

Cash flows from financing activities

Equity dividends paid

(6,800,000

)

(3,878,794

)

Net cash from financing activities

(6,800,000

)

(3,878,794

)

(Decrease)/increase in cash and cash equivalents

(2,862,811

)

1,389,617

Cash and cash equivalents at beginning of year

2

5,541,755

4,152,138

Cash and cash equivalents at end of year

2

2,678,944

5,541,755

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.1.26

31.1.25

£

£

Profit before taxation

5,626,300

6,586,060

Depreciation charges

42,472

32,215

Profit on disposal of fixed assets

(80

)

(303

)

R&D expenditure credit (non-cash)

(49,396

)

-

Finance costs

52,539

263

Finance income

(101,757

)

(227,903

)

5,570,078

6,390,332

(Increase)/decrease in trade and other debtors

(230,893

)

1,434,515

Increase/(decrease) in trade and other creditors

113,892

(2,109,206

)

Cash generated from operations

5,453,077

5,715,641

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 January 2026

31/1/26

1/2/25

£

£

Cash and cash equivalents

2,678,944

5,541,755

Year ended 31 January 2025

31/1/25

1/2/24

£

£

Cash and cash equivalents

5,541,755

4,152,138

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/2/25

Cash flow

At 31/1/26

£

£

£

Net cash

Cash at bank

5,541,755

(2,862,811

)

2,678,944

5,541,755

(2,862,811

)

2,678,944

Total

5,541,755

(2,862,811

)

2,678,944

1.	STATUTORY INFORMATION

DIGI2AL Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Management has not made any critical judgements that require further disclosure in the current financial statements.

Change in presentation - employee costs

During the year the company changed the classification of the costs of employees directly engaged in delivering revenue-generating services, which are now presented within cost of sales rather than administrative expenses. The directors consider that this presentation more appropriately reflects the company’s gross profit.

In accordance with paragraph 3.12 of FRS 102, comparative amounts have been reclassified: cost of sales for the year ended 31 January 2025 has increased by £1,178,386 and administrative expenses have decreased by the same amount. The reclassification has no effect on operating profit, profit for the financial year, net assets or cash flows.

Turnover

Turnover represents the fair value of the consideration received or receivable for digital technology development and consulting services provided during the year, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised as services are performed, by reference to the stage of completion of each contract at the balance sheet date. For time-and-materials and sprint-based contracts, stage of completion is measured by reference to the time and services delivered to the customer up to the balance sheet date. Services delivered but not yet invoiced are included in accrued income within debtors, and amounts invoiced in advance of the related services being delivered are included in deferred income within creditors.

All turnover arises from the provision of digital consulting services within the United Kingdom.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

33% on cost

Computer equipment

-

33% on cost

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.

Government grants and assistance

Government grants and other government assistance are recognised when there is reasonable assurance that the company will comply with the conditions attaching to them and that the assistance will be received. Amounts relating to revenue expenditure are recognised in profit or loss over the period in which the related costs are incurred. R&D Expenditure Credits are recognised within other operating income.

Financial instruments

Financial assets, other than investments and derivatives, are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost, less any impairment.

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Financial liabilities, excluding convertible debt and derivatives, are initially measured at transaction price (after deducting transaction costs) and subsequently held at amortised cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings or current liabilities.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Payments made under operating lease arrangements are charged to profit or loss on a straight-line basis over the lease terms. Benefits receivable as operating lease incentives are recognised within profit or loss on a straight-line basis over the lease term.

3.	OTHER OPERATING INCOME

31.1.26

31.1.25

£

£

R&D expenditure credit

49,396

-

Exchange gains

-

13

49,396

13

Included within other operating income is £49,396 (2025: £nil) in respect of the Research and Development Expenditure Credit (RDEC) on qualifying research and development activities undertaken during the year, which has been set against the company’s corporation tax liability for the year.

4.	EMPLOYEES AND DIRECTORS

31.1.26

31.1.25

£

£

Wages and salaries

1,898,724

1,873,530

Social security costs

227,333

196,739

Other pension costs

70,490

151,501

2,196,547

2,221,770