| REGISTERED NUMBER: 10481194 (England and Wales) |
| Group Strategic Report, Report of the Director and |
| Consolidated Financial Statements for the Year Ended 31 January 2026 |
| for |
| Paperclip Holdings Limited |
| REGISTERED NUMBER: 10481194 (England and Wales) |
| Group Strategic Report, Report of the Director and |
| Consolidated Financial Statements for the Year Ended 31 January 2026 |
| for |
| Paperclip Holdings Limited |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 31 January 2026 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Director | 10 |
| Report of the Independent Auditors | 12 |
| Consolidated Income Statement | 16 |
| Consolidated Other Comprehensive Income | 17 |
| Consolidated Balance Sheet | 18 |
| Company Balance Sheet | 19 |
| Consolidated Statement of Changes in Equity | 20 |
| Company Statement of Changes in Equity | 21 |
| Consolidated Cash Flow Statement | 22 |
| Notes to the Consolidated Cash Flow Statement | 23 |
| Notes to the Consolidated Financial Statements | 24 |
| Paperclip Holdings Limited |
| Company Information |
| for the Year Ended 31 January 2026 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
Oliver Atkinson |
| AUDITORS: |
| Chartered Accountants & Statutory Auditors |
| Palmeira Avenue Mansions |
| 19 Church Road |
| Hove |
| East Sussex |
| BN3 2FA |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Group Strategic Report |
| for the Year Ended 31 January 2026 |
| The director presents his strategic report of the company and the group for the year ended 31 January 2026. |
| Who we are and what we do |
| Paperclip Holdings Limited (the "Company") is the parent company of the group (the "Group"). The Company is a holding company and does not trade; the Group’s trading activities are carried out by its subsidiary, DIGI2AL Limited ("DIGI2AL"). |
| 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 |
| The Company holds 90.09% of the issued share capital of DIGI2AL, being all of its A and B Ordinary shares. The remaining C Ordinary shares, which represent the non-controlling interest, are held by individual shareholders. The Company is 60% owned by Paperclip EOT Limited, as trustee of the Paperclip Holdings Employee Ownership Trust, which holds those shares for the benefit of eligible employees of the Group, and 40% owned by the Group’s founder, Colin Campbell. The Employee Ownership Trust therefore holds an effective indirect interest of approximately 54% in DIGI2AL, aligning the long-term interests of employees with the Group’s success. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Group Strategic Report |
| for the Year Ended 31 January 2026 |
| Following the establishment of the Employee Ownership Trust in 2024, DIGI2AL 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 DIGI2AL'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 of DIGI2AL 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 |
| Group's year end. Together these delayed the approval, placing and extension of work across parts of the |
| Ministry of Defence during the year. This is regarded 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 board of DIGI2AL has 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 Group'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. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Group Strategic Report |
| for the Year Ended 31 January 2026 |
| (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 Group’s key performance indicators have been refreshed this year to reflect DIGI2AL’s 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 Group 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 Group'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 director assesses |
| financial strength. |
| KPI | FY26 | FY25 | Change | % change |
| Revenue | £27.1m | £30.0m | (£2.9m) | (9.7%) |
| Gross profit | £7.5m | £8.1m | (£0.5m) | (6.3%) |
| Gross margin | 27.8% | 26.8% | 1.0ppt | n/a |
| EBITDA | £5.6m | £6.4m | (£0.8m) | (11.9%) |
| EBITDA margin | 20.7% | 21.2% | (0.5ppt) | n/a |
| Operating cash flow | £3.8m | £4.8m | (£1.0m) | (20.7%) |
| Cash | £2.8m | £5.7m | (£2.8m) | (49.7%) |
| 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 Group’s depreciation is minimal, is closely aligned to operating profit. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Group Strategic Report |
| for the Year Ended 31 January 2026 |
| REVIEW OF BUSINESS |
| The year’s performance is reviewed below 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: £8.1 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: 21.2%). Of this decrease, £0.5 million was attributable to lower gross profit, with the balance 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). |
| Operating cash flow was £3.8 million (2025: £4.8 million), with the Group 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. |
| Financial position and cash |
| The Group remains debt-free. Group cash balances reduced to £2.8 million (2025: £5.7 million) and total equity to £2.5 million (2025: £5.4 million). The reduction principally reflects contributions of £6.4 million (2025: £15.8 million) made by the Company to the Employee Ownership Trust to fund the repayment of loan notes issued as deferred consideration for the trust’s acquisition of shares in the Company, together with dividends of £0.7 million (2025: £0.3 million) paid by DIGI2AL to its minority shareholders. The Company’s contributions are funded principally by dividends from DIGI2AL, which paid dividends of £6.1 million to the Company during the year. The Company also sold its investment property during the year for £0.3 million. |
| Outlook |
| DIGI2AL 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. DIGI2AL 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 director is confident in the Group’s prospects and its capacity to return to growth. |
| The Company expects to continue making contributions to the Employee Ownership Trust over the coming years, funded from dividends received from DIGI2AL and subject to the Group’s distributable reserves and cash requirements. |
| The director has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and therefore continues to adopt the going concern basis in preparing the financial statements. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Group Strategic Report |
| for the Year Ended 31 January 2026 |
| 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 Group'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. |
| On the environment, DIGI2AL continues to minimise its emissions, which arise principally from Scope 3 |
| business travel, with an ambition to reach net zero by 2050. DIGI2AL is a certified Carbon Neutral Business, partnering with Carbon Neutral Britain to invest in projects that support environmental protection and improvement. |
| 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. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Group Strategic Report |
| for the Year Ended 31 January 2026 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Risks and mitigations |
| The Group’s trading activities are carried out by DIGI2AL, which delivers technology services predominantly to UK government and Defence customers of high standing from a financial and reputational perspective. Risk is identified, owned and managed at leadership level. The principal risks set out below are not exhaustive, nor a prediction of all future risks; appropriate mitigations or insurance are sought so far as possible. |
| Risk | Impact on the Group | 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. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Group Strategic Report |
| for the Year Ended 31 January 2026 |
| 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; avoidance of high risk milestone dependent payments; and appropriate supplier oversight, contractual security requirements and resource planning. |
| IR35 and contractor employment status |
Mis-interpretation or mis-application of IR35 could create tax exposure for the Group 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. |
| Contributions to the Employee Ownership Trust |
The Company has undertaken to use all reasonable endeavours to make contributions to the Employee Ownership Trust so that loan notes issued to the vendors can be repaid. Its ability to do so depends on dividends from DIGI2AL, and therefore on DIGI2AL’s profits and cash generation. |
Contributions are planned against DIGI2AL’s forecast profits, distributable reserves and cash, with DIGI2AL’s working capital needs prioritised; the level and timing of contributions are reviewed regularly. |
| 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. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Group Strategic Report |
| for the Year Ended 31 January 2026 |
| Financial risk management |
| The Group’s financial instruments comprise cash at bank, trade debtors and trade creditors arising directly from its operations. The Group has no borrowings and does not use derivative financial instruments. |
| Credit risk: the Group’s customers are predominantly UK government departments, principally the Ministry of Defence, and Defence prime contractors, and credit risk is considered to be low. Trade debtors are monitored regularly. |
| Liquidity and cash flow risk: the Group is debt-free and manages liquidity by maintaining cash balances (£2.8 million at 31 January 2026) and monitoring cash flow forecasts, including the timing of contributions to the Employee Ownership Trust, so that it can meet its obligations as they fall due. |
| The Group is not exposed to significant price or foreign exchange risk. |
| ON BEHALF OF THE BOARD: |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Report of the Director |
| for the Year Ended 31 January 2026 |
| The director presents his report with the financial statements of the company and the group for the year ended 31 January 2026. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the year under review was that of digital technology development and consulting services, carried out through the company’s subsidiary, DIGI2AL Limited. The company is a holding company. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 January 2026. |
| During the year the company’s subsidiary, DIGI2AL Limited, paid dividends of £673,880 (2025: £310,294) to its non-controlling shareholders. |
| RESEARCH AND DEVELOPMENT |
| During the year the company’s subsidiary, DIGI2AL Limited, undertook research and development to develop new technical capabilities in support of its Defence & Security customers, and 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. |
| DIRECTOR |
| CHARITABLE DONATIONS |
| During the year DIGI2AL Limited made donations to charities of £154,150 (2025 - £125,742). |
| GOING CONCERN |
| The Group'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 director’s report describe the financial position of the Group, its cash flows and liquidity position; the Group’s objectives; and its financial risk management objectives and its exposure to credit risk and liquidity risk. |
| Overall, the director considers the group to be a going concern for the following reasons: |
| The Group had net current assets of £2,431,559, including £2,844,667 of cash, as at 31 January 2026. |
| The Group 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 director has a reasonable expectation that the Group 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 and 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 and form part of this report by cross reference. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Report of the Director |
| for the Year Ended 31 January 2026 |
| DIRECTOR'S RESPONSIBILITIES STATEMENT |
| The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
| Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group'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: |
| Report of the Independent Auditors to the Members of |
| Paperclip Holdings Limited |
| Opinion |
| We have audited the financial statements of Paperclip Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 January 2026 and of the group's 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 group 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 director's 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 the 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 director with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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. |
| Report of the Independent Auditors to the Members of |
| Paperclip Holdings Limited |
| 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Director 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
| 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 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 director's remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of director |
| As explained more fully in the Director's Responsibilities Statement set out on page eleven, the director is 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 director determines 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 director is responsible for assessing the group's and 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Paperclip Holdings Limited |
| 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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. |
| Report of the Independent Auditors to the Members of |
| Paperclip Holdings Limited |
| 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. |
| for and on behalf of |
| Chartered Accountants & Statutory Auditors |
| Palmeira Avenue Mansions |
| 19 Church Road |
| Hove |
| East Sussex |
| BN3 2FA |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Consolidated Income Statement |
| for the Year Ended 31 January 2026 |
| 31.1.26 | 31.1.25 |
| Notes | £ | £ | £ | £ |
| TURNOVER | 3 | 27,084,699 | 30,010,426 |
| Cost of sales | 19,543,047 | 21,958,694 |
| GROSS PROFIT | 7,541,652 | 8,051,732 |
| Administrative expenses | 2,037,180 | 1,730,124 |
| 5,504,472 | 6,321,608 |
| Other operating income | 4 | 49,396 | 13 |
| OPERATING PROFIT | 7 | 5,553,868 | 6,321,621 |
| Income from fixed asset investments | - | 44,199 |
| Interest receivable and similar income | 8 | 104,869 | 427,488 |
| 104,869 | 471,687 |
| 5,658,737 | 6,793,308 |
| Gain/loss on revaluation of investment property |
- |
(231,932 |
) |
| 5,658,737 | 6,561,376 |
| Interest payable and similar expenses | 9 | 52,539 | 601 |
| PROFIT BEFORE TAXATION | 5,606,198 | 6,560,775 |
| Tax on profit | 10 | 1,507,325 | 1,480,296 |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 3,680,925 | 4,484,443 |
| Non-controlling interests | 417,948 | 596,036 |
| 4,098,873 | 5,080,479 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Consolidated Other Comprehensive Income |
| for the Year Ended 31 January 2026 |
| 31.1.26 | 31.1.25 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 4,098,873 | 5,080,479 |
| OTHER COMPREHENSIVE INCOME |
| Revaluation of fixed asset investments |
| Fair value reserve | - | (99,821 | ) |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
- |
(99,821 |
) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
4,098,873 |
4,980,658 |
| Total comprehensive income attributable to: |
| Owners of the parent | 3,680,925 | 4,384,600 |
| Non-controlling interests | 417,948 | 596,058 |
| 4,098,873 | 4,980,658 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Consolidated Balance Sheet |
| 31 January 2026 |
| 31.1.26 | 31.1.25 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 12 | 54,242 | 75,984 |
| Investments | 13 | - | - |
| Investment property | 14 | - | 300,000 |
| 54,242 | 375,984 |
| CURRENT ASSETS |
| Debtors | 15 | 3,089,267 | 2,897,362 |
| Cash at bank | 2,844,667 | 5,651,938 |
| 5,933,934 | 8,549,300 |
| CREDITORS |
| Amounts falling due within one year | 16 | 3,502,374 | 3,526,598 |
| NET CURRENT ASSETS | 2,431,560 | 5,022,702 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
2,485,802 |
5,398,686 |
| PROVISIONS FOR LIABILITIES | 17 | 13,560 | - |
| NET ASSETS | 2,472,242 | 5,398,686 |
| CAPITAL AND RESERVES |
| Called up share capital | 18 | 200 | 200 |
| Merger reserves | 1,017,801 | 1,017,801 |
| Retained earnings | 1,219,700 | 3,688,798 |
| SHAREHOLDERS' FUNDS | 2,237,701 | 4,706,799 |
| NON-CONTROLLING INTERESTS | 19 | 234,541 | 691,887 |
| TOTAL EQUITY | 2,472,242 | 5,398,686 |
| The financial statements were approved by the director and authorised for issue on 29 October 2026 and were signed by: |
| Mr C Campbell - Director |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Company Balance Sheet |
| 31 January 2026 |
| 31.1.26 | 31.1.25 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 12 |
| Investments | 13 |
| Investment property | 14 |
| CURRENT ASSETS |
| Debtors | 15 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 6,007,559 | 3,601,198 |
| The financial statements were approved by the director and authorised for issue on |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 31 January 2026 |
| Called up |
| share | Retained | Merger |
| capital | earnings | reserves |
| £ | £ | £ |
| Balance at 1 February 2024 | 200 | 14,982,017 | 1,017,801 |
| Changes in equity |
| Total comprehensive income | - | 4,484,443 | - |
| Contribution to EOT | - | (15,777,662 | ) | - |
| Balance at 31 January 2025 | 200 | 3,688,798 | 1,017,801 |
| Changes in equity |
| Total comprehensive income | - | 3,680,925 | - |
| Contribution to EOT | - | (6,351,438 | ) | - |
| Transfer from non-controlling |
| interests | - | 201,415 | - |
| Balance at 31 January 2026 | 200 | 1,219,700 | 1,017,801 |
| Fair |
| value | Non-controlling | Total |
| reserve | Total | interests | equity |
| £ | £ | £ | £ |
| Balance at 1 February 2024 | 99,821 | 16,099,839 | 406,143 | 16,505,982 |
| Changes in equity |
| Dividends | - | - | (310,294 | ) | (310,294 | ) |
| Total comprehensive income | (99,821 | ) | 4,384,622 | 596,058 | 4,980,680 |
| Contribution to EOT | - | (15,777,662 | ) | - | (15,777,662 | ) |
| Adjustment to non-controlling |
| interests | - | - | (20 | ) | (20 | ) |
| Balance at 31 January 2025 | - | 4,706,799 | 691,887 | 5,398,686 |
| Changes in equity |
| Dividends | - | - | (673,880 | ) | (673,880 | ) |
| Total comprehensive income | - | 3,680,925 | 417,948 | 4,098,873 |
| Contribution to EOT | - | (6,351,438 | ) | - | (6,351,438 | ) |
| Transfer from non-controlling |
| interests | - | 201,415 | (201,415 | ) | - |
| Balance at 31 January 2026 | - | 2,237,701 | 234,540 | 2,472,241 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Company Statement of Changes in Equity |
| for the Year Ended 31 January 2026 |
| Called up | Fair |
| share | Retained | value | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 February 2024 |
| Changes in equity |
| Total comprehensive income | - | 3,601,198 | (99,821 | ) | 3,501,377 |
| Contribution to EOT | - | (15,777,662 | ) | - | (15,777,662 | ) |
| Balance at 31 January 2025 |
| Changes in equity |
| Total comprehensive income | - | 6,007,559 | - | 6,007,559 |
| Contribution to EOT | - | (6,351,438 | ) | - | (6,351,438 | ) |
| Balance at 31 January 2026 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Consolidated Cash Flow Statement |
| for the Year Ended 31 January 2026 |
| 31.1.26 | 31.1.25 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 5,434,298 | 5,485,550 |
| Interest paid | - | (601 | ) |
| Tax paid | (1,596,996 | ) | (644,210 | ) |
| Net cash from operating activities | 3,837,302 | 4,840,739 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (20,827 | ) | (73,125 | ) |
| Sale of tangible fixed assets | 178 | 650 |
| Sale of fixed asset investments | - | 2,217,939 |
| Sale of investment property | 296,525 | - |
| Interest received | 104,869 | 427,488 |
| Dividends received | - | 32,133 |
| Net cash from investing activities | 380,745 | 2,605,085 |
| Cash flows from financing activities |
| Amount introduced by directors | - | 2,921,860 |
| Contribution to EOT | (6,351,438 | ) | (15,777,662 | ) |
| Dividends paid to minority interests | (673,880 | ) | (310,294 | ) |
| Net cash from financing activities | (7,025,318 | ) | (13,166,096 | ) |
| Decrease in cash and cash equivalents | (2,807,271 | ) | (5,720,272 | ) |
| Cash and cash equivalents at beginning of year |
2 |
5,651,938 |
11,372,210 |
| Cash and cash equivalents at end of year |
2 |
2,844,667 |
5,651,938 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Cash Flow Statement |
| for the Year Ended 31 January 2026 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.1.26 | 31.1.25 |
| £ | £ |
| Profit before taxation | 5,606,198 | 6,560,775 |
| Depreciation charges | 42,472 | 32,215 |
| Loss/(profit) on disposal of fixed assets | 3,395 | (303 | ) |
| Loss on revaluation of fixed assets | - | 231,932 |
| Profit on disposal of investments | - | (184,219 | ) |
| R&D expenditure credit (non-cash) | (49,396 | ) | - |
| Finance costs | 52,539 | 601 |
| Finance income | (104,869 | ) | (471,687 | ) |
| 5,550,339 | 6,169,314 |
| (Increase)/decrease in trade and other debtors | (230,892 | ) | 1,434,514 |
| Increase/(decrease) in trade and other creditors | 114,851 | (2,118,278 | ) |
| Cash generated from operations | 5,434,298 | 5,485,550 |
| 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 | 2,844,667 | 5,651,938 |
| Year ended 31 January 2025 |
| 31/1/25 | 1/2/24 |
| £ | £ |
| Cash and cash equivalents | 5,651,938 | 11,372,210 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1/2/25 | Cash flow | At 31/1/26 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 5,651,938 | (2,807,271 | ) | 2,844,667 |
| 5,651,938 | (2,807,271 | ) | 2,844,667 |
| Total | 5,651,938 | (2,807,271 | ) | 2,844,667 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 31 January 2026 |
| 1. | STATUTORY INFORMATION |
| Paperclip Holdings Limited is a |
| 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 on the going concern basis and under the historical cost convention, as modified by the measurement of investment property and listed investments at fair value. |
| The financial statements are prepared in sterling which is the presentational currency of the group and company. |
| The parent company has taken advantage of the FRS 102 1.12(b) disclosure exemption available relating to Section 7 Statement of Cash Flows. |
| Basis of consolidation |
| The consolidated financial statements comprise the financial statements of the Company and its subsidiary, Digi2al Limited, made up to 31 January each year. |
| Subsidiaries are included within the consolidation where the Company has control over such entities, thereby having the power to govern the financial and operating policies of the entity. |
| All intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group. |
| Going concern |
| After reviewing the group's forecasts and projections, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its consolidated financial statements. |
| Investment in subsidiary |
| In the parent company financial statements, the investment in the subsidiary was 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 activity. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| The key source of estimation uncertainty is the stage of completion of contracts in progress at the year end, which determines accrued and deferred income. There are no other key sources of estimation uncertainty, that require further disclosure in the current financial statements. |
| Change in presentation - employee costs |
| During the year the group 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 director considers that this presentation more appropriately reflects the group’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. |
| Change in presentation - cash flow statement |
| The comparative cash flow statement has been re-presented to correct the classification of certain items. The fair value reserve movement of £99,821, which was not a cash flow, has been removed from financing activities. The profit on disposal of fixed asset investments (£184,219) and finance income (£28,802) have been removed from the reconciliation of profit to cash generated from operations, and the related sale proceeds and interest received, together with proceeds of £650 from the sale of tangible fixed assets, are now presented within investing activities. As a result, net cash from operating activities for the year ended 31 January 2025 has decreased by £213,672, net cash from investing activities has increased by £113,851 and net cash from financing activities has increased by £99,821. The decrease in cash and cash equivalents is unchanged. |
| 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. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Fixtures and fittings | - |
| Computer equipment | - |
| 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 group 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. Research and development expenditure credits are recognised within other operating income. |
| Investment property |
| Investment property is measured at fair value, with changes in fair value recognised in profit or loss. The group’s investment property was sold during the year and the loss on disposal has been recognised in profit or loss. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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. |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 group operates a defined contribution pension scheme. Contributions payable to the group'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. |
| Financial instruments |
| Basic financial assets and liabilities, comprising trade debtors, cash and trade creditors, are initially measured at transaction price and subsequently at amortised cost, less any impairment. |
| Hire purchase and leasing commitments |
| 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. |
| Non Controlling Interests |
| Non-controlling interests represent the share of the net assets of DIGI2AL Limited not attributable to the company, being the 9.91% held by the C Ordinary shareholders. They are measured at that proportionate share of the subsidiary’s net assets and are presented within equity, separately from equity attributable to the owners of the parent. Profit and total comprehensive income are allocated between the owners of the parent and the non-controlling interests in proportion to their shareholdings, and dividends paid to the C Ordinary shareholders are deducted from non-controlling interests. |
| 3. | TURNOVER |
| The turnover of the group is attributable to its one principal activity, the provision of digital technology development and consulting services, all of which arises within the United Kingdom. |
| 4. | OTHER OPERATING INCOME |
| 31.1.26 | 31.1.25 |
| £ | £ |
| R&D expenditure credit | 49,396 | - |
| Exchange gains | - | 13 |
| 49,396 | 13 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 5. | 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 |
| The average number of employees during the year was as follows: |
| 31.1.26 | 31.1.25 |
| DIGI2AL Limited - Management | 5 | 5 |
| DIGI2AL Limited - Delivery | 19 | 17 |
| DIGI2AL Limited - Administration | 4 | 4 |
| 6. | DIRECTOR'S EMOLUMENTS |
| The company’s sole director, Mr C Campbell, received remuneration of £136,805 (2025: £135,000) in respect of his services to the group. This was paid by the company’s subsidiary, DIGI2AL Limited, and no remuneration was paid by the company. No pension contributions were made in respect of the director during the year (2025: £nil). |
| 7. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 31.1.26 | 31.1.25 |
| £ | £ |
| Depreciation - owned assets | 42,471 | 32,215 |
| Loss/(profit) on disposal of fixed assets | 3,395 | (184,522 | ) |
| Audit services | 30,630 | 29,160 |
| Foreign exchange differences | 47 | (13 | ) |
| Qualifying research and development expenditure (as claimed) | 246,981 | 522,212 |
| Operating lease rentals – land and buildings | 120,903 | 94,596 |
| Audit services were split between the parent and subsidiary as follows: |
| Paperclip Holdings Limited : £9,840 |
| DIGI2AL Limited: £20,790 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 8. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 31.1.26 | 31.1.25 |
| £ | £ |
| Deposit account interest | 104,869 | 327,337 |
| CTSA Interest | - | 71,349 |
| Director loan interest | - | 28,802 |
| 104,869 | 427,488 |
| 9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.1.26 | 31.1.25 |
| £ | £ |
| CTSA Interest | 52,539 | 601 |
| 10. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.1.26 | 31.1.25 |
| £ | £ |
| Current tax: |
| UK corporation tax | 1,454,778 | 1,528,139 |
| Deferred tax | 52,547 | (47,843 | ) |
| Tax on profit | 1,507,325 | 1,480,296 |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.1.26 | 31.1.25 |
| £ | £ |
| Profit before tax | 5,606,198 | 6,560,775 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2025 - 25 %) |
1,401,550 |
1,640,194 |
| Effects of: |
| Expenses not deductible for tax purposes | 3,159 | 54,117 |
| Income not taxable for tax purposes | - | (57,105 | ) |
| Depreciation in excess of / (less than) capital allowances | 5,436 | (10,141 | ) |
| R&D enhanced deduction | - | (112,276 | ) |
| Deferred tax | 52,547 | (47,843 | ) |
| Tax losses (utilised)/not recognised | (13,350 | ) | 13,350 |
| Prior-year revaluation loss reversed for tax | 57,983 | - |
| Total tax charge | 1,507,325 | 1,480,296 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 10. | TAXATION - continued |
| Tax effects relating to effects of other comprehensive income |
| There were no tax effects for the year ended 31 January 2026. |
| 31.1.25 |
| Gross | Tax | Net |
| £ | £ | £ |
| Revaluation of fixed asset investments |
| Fair value reserve | (99,821 | ) | - | (99,821 | ) |
| (99,821 | ) | - | (99,821 | ) |
| 11. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| 12. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| and | Computer |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 February 2025 | 6,250 | 136,339 | 142,589 |
| Additions | - | 20,827 | 20,827 |
| Disposals | (3,074 | ) | (19,085 | ) | (22,159 | ) |
| At 31 January 2026 | 3,176 | 138,081 | 141,257 |
| DEPRECIATION |
| At 1 February 2025 | 4,569 | 62,036 | 66,605 |
| Charge for year | 923 | 41,548 | 42,471 |
| Eliminated on disposal | (3,075 | ) | (18,986 | ) | (22,061 | ) |
| At 31 January 2026 | 2,417 | 84,598 | 87,015 |
| NET BOOK VALUE |
| At 31 January 2026 | 759 | 53,483 | 54,242 |
| At 31 January 2025 | 1,681 | 74,303 | 75,984 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 13. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 February 2025 |
| and 31 January 2026 |
| NET BOOK VALUE |
| At 31 January 2026 |
| At 31 January 2025 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: Palmeira Avenue Mansions, 19 Church Road, Hove BN3 2FA |
| Nature of business: |
| % |
| Class of shares: | holding |
| 14. | INVESTMENT PROPERTY |
| Group |
| Total |
| £ |
| FAIR VALUE |
| At 1 February 2025 | 300,000 |
| Disposals | (300,000 | ) |
| At 31 January 2026 | - |
| NET BOOK VALUE |
| At 31 January 2026 | - |
| At 31 January 2025 | 300,000 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 14. | INVESTMENT PROPERTY - continued |
| Company |
| Total |
| £ |
| FAIR VALUE |
| At 1 February 2025 |
| Disposals | ( |
) |
| At 31 January 2026 |
| NET BOOK VALUE |
| At 31 January 2026 |
| At 31 January 2025 |
| The fair value of the investment property has been arrived at on the basis of a valuation carried out at 31 January 2025 by the director. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. |
| 15. | DEBTORS |
| Group | Company |
| 31.1.26 | 31.1.25 | 31.1.26 | 31.1.25 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 3,002,799 | 2,784,336 |
| Other debtors | - | 183 |
| Deferred tax asset | - | 38,987 | - | 57,983 |
| Prepayments and accrued income | 44,488 | 52,736 |
| 3,047,287 | 2,876,242 |
| Amounts falling due after more than one | year: |
| Other debtors | 41,980 | 21,120 |
| Aggregate amounts | 3,089,267 | 2,897,362 |
| Deferred tax asset |
| Group | Company |
| 31.1.26 | 31.1.25 | 31.1.26 | 31.1.25 |
| £ | £ | £ | £ |
| Accelerated capital allowances | - | (18,996 | ) |
| Deferred tax asset on revaluation | - | 57,983 | - | 57,983 |
| - | 38,987 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.1.26 | 31.1.25 | 31.1.26 | 31.1.25 |
| £ | £ | £ | £ |
| Trade creditors | 1,660,367 | 1,810,340 |
| Tax | 487,096 | 678,710 |
| Social security and other taxes | 59,214 | 53,227 |
| VAT | 305,923 | 394,167 | - | - |
| Other creditors | 19,392 | 9,655 |
| Directors' loan accounts | 294 | 294 | - | - |
| Accruals and deferred income | 950,350 | 561,424 |
| Accrued expenses | 19,738 | 18,781 |
| 3,502,374 | 3,526,598 |
| 17. | PROVISIONS FOR LIABILITIES |
| Group |
| 31.1.26 | 31.1.25 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 13,560 | - |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 February 2025 | (38,987 | ) |
| Charge to Income Statement during year | 52,547 |
| Balance at 31 January 2026 | 13,560 |
| Company |
| Deferred |
| tax |
| £ |
| Balance at 1 February 2025 | ( |
) |
| Charge to Statement of Comprehensive Income during year |
| Balance at 31 January 2026 |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.1.26 | 31.1.25 |
| value: | £ | £ |
| Ordinary A | 1 | 180 | 180 |
| Ordinary B | 1 | 20 | 20 |
| 200 | 200 |
| The holders of all classes of shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. All classes of shares rank equally with regard to the company's residual assets. |
| Called-up share capital represents the nominal value of shares that have been issued. |
| 19. | NON-CONTROLLING INTERESTS |
| The Group includes one subsidiary, DIGI2AL Limited, with a non-controlling interest. |
| Name Percentage ownership held by NCI |
| 2026 2025 |
| DIGI2AL Limited 9.91% 9.91% |
| Non-controlling interests are measured at their 9.91% share of DIGI2AL Limited's net assets. At 1 February 2025 they were overstated by £201,415, because prior years' dividends on the C shares were not paid pro rata. This has been corrected by a transfer to retained earnings in the year. There is no effect on profit or total equity, and the comparatives have not been restated as the amount is not material. |
| 20. | DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES |
| The following advances and credits to a director subsisted during the years ended 31 January 2026 and 31 January 2025: |
| 31.1.26 | 31.1.25 |
| £ | £ |
| C Campbell |
| Balance outstanding at start of year | - | 2,921,860 |
| Amounts advanced | - | 171,702 |
| Amounts repaid | - | (3,093,562 | ) |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year | - | - |
| Paperclip Holdings Limited (Registered number: 10481194) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2026 |
| 21. | RELATED PARTY DISCLOSURES |
| During the year, total remuneration of £51,600 (2025: £48,000) was paid by the company’s subsidiary to another related party of the group. |
| Included in other creditors is £294 (2025: £294) owed to a former director of the company’s subsidiary. The loan is interest free and repayable on demand. |
| Key management personnel of the group comprise the director of the company, the directors of its subsidiary, DIGI2AL Limited, and, from his appointment on 19 January 2026, the Chief Technology Officer (subsequently Chief Executive Officer) of the subsidiary. The total compensation of the directors, including employer’s national insurance and pension contributions, was £513,651 (2025: £666,715). |
| During the year, the company’s subsidiary paid dividends of £455,860 (2025: £310,294) on its C Ordinary shares to key management personnel of the subsidiary and other related parties. |
| During the year, the company made contributions of £6,351,438 (2025: £15,777,662) to Paperclip EOT Limited, as trustee of the Paperclip Holdings Employee Ownership Trust, which holds 60% of the company’s share capital. |
| 22. | POST BALANCE SHEET EVENTS |
| Employment Tribunal claim |
| After the year end, a former employee of the company’s subsidiary brought a claim against the subsidiary in the Employment Tribunal. The subsidiary disputes the claim and intends to defend it. At the date of approval of these financial statements the outcome cannot be determined and it is not possible to estimate reliably any financial effect, and accordingly no provision has been made. |
| 23. | ULTIMATE CONTROLLING PARTY |
| The company’s issued share capital is 60% owned by Paperclip EOT Limited, as trustee of the Paperclip Holdings Employee Ownership Trust, which holds those shares for the benefit of eligible employees of the group, and 40% owned by Mr C W Campbell. In the opinion of the director there is no single ultimate controlling party. |
| 24. | MERGER RESERVES |
| On 1 April 2017 the shareholders transferred their equity holdings in DIGI2AL Limited to Paperclip Holdings Limited, resulting in the formation of a group and associated merger reserves. |
| 25. | EMPLOYEE OWNERSHIP TRUST |
| On 4 July 2024, Paperclip EOT Limited, as trustee of the Paperclip Holdings Employee Ownership Trust ("EOT"), acquired 60% of the company’s share capital for the benefit of the group’s employees from its then shareholders, for consideration satisfied over a number of years through loan notes issued by the trustee to them. The loan notes are not guaranteed by any group company. Under a Deed of Undertaking dated 4 July 2024, the company has undertaken to use all reasonable endeavours to make contributions to the EOT to enable the loan notes to be repaid. Contributions are discretionary, subject to sufficient distributable reserves and cash, and are recognised when made. |