REGISTERED NUMBER: 02302371 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 28th February 2025

for

GAINPEAK LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

J W P Fryett

M Cibulka

Mrs A Harper

SECRETARY:

J W P Fryett

REGISTERED OFFICE:

Arrowsmith Court

10 Station Approach

Broadstone

Dorset

BH18 8AX

REGISTERED NUMBER:

02302371 (England and Wales)

SENIOR STATUTORY AUDITOR:

Simon Ellingham BA FCA DChA

AUDITORS:

Fawcetts LLP

Windover House

St Ann Street

Salisbury

Wiltshire

SP1 2DR

BANKERS:

Barclays

1 Churchill Place

Canary Wharf

London

E14 5HP

The directors present their strategic report of the company and the group for the year ended 28th February 2025.

REVIEW OF BUSINESS

During the year to February 2025 the Group achieved a modest increase in turnover due to improved EU and worldwide sales. Despite the change in government in the UK, economic growth remained slow which was also reflected by the construction industry. However, costs were also contained at a time when the business undertook strategic changes in the way in which its services were delivered, in particular moving towards subscriptions sales across many of its products.

During the year the business celebrated its 50th Anniversary. Mr Ian Chambers, who has contributed significantly to the success of the Group for almost 40 years, expressed his desire to reduce his working commitments with a view to retiring in 2025. The Company would like to take this opportunity to thank him for his tireless efforts over the years and to wish him well for the future.

PRINCIPAL RISKS AND UNCERTAINTIES

Recent events have have illustrated the risks inherent in the construction sector with the cancellation of large infrastructure projects and sluggish growth. The Group's main costs continue to be salary related and, although the inflationary pressures have eased to some extent in the UK, the recent increase in National Insurance contributions will add to costs in the current financial year.

Competition in many areas continues to be fierce but is often price related taking advantage of the increase in "home working" particularly in India. Whilst the Group is committed to retaining flexibility over working arrangements in the future, it believes it still retains a significant quality advantage over many of its competitors through its continued training and office based working environment.

FINANCIAL INSTRUMENTS

The Group's policy over the last number of years has been to maintain a very low level of external borrowings which, during a period of higher interest rates, has continued to serve the business well. This policy enabled the Company to purchase part of its share capital during the year in order to consolidate the ownership of the Group in order to provide a more focused outlook going forward.

Currently the Directors have no plans to change this method of financing and the Group's budgets and business plans indicate that it has sufficient cash reserves available to meet any anticipated financing requirements in the medium term.

RESEARCH AND DEVELOPMENT

The Group continues to invest significant amounts in the ongoing development of its software and it is committed to maintaining its position as one of the leading providers of software to the UK scaffolding and reinforced concrete sectors.

The transition to providing its software through a subscription model is continuing with the aim of providing a quality service to all its customers using the latest available versions of the software. The Directors remain committed to building a dynamic team with the necessary expertise to fulfil these requirements as well as prioritising the longer term stability of the Group and providing ongoing benefits to all its employees, both in the UK and in India.

ON BEHALF OF THE BOARD:

J W P Fryett - Director

27th November 2025

The directors present their report with the financial statements of the company and the group for the year ended 28th February 2025.

DIVIDENDS

No dividends will be distributed for the year ended 28th February 2025.

DIRECTORS

J W P Fryett has held office during the whole of the period from 1st March 2024 to the date of this report.

Other changes in directors holding office are as follows:

M Cibulka and Mrs A Harper were appointed as directors after 28th February 2025 but prior to the date of this report.

I L Chambers ceased to be a director after 28th February 2025 but prior to the date of this report.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 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 directors are 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 each director 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, Fawcetts LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J W P Fryett - Director

27th November 2025

Opinion

We have audited the financial statements of Gainpeak Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28th February 2025 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 28th February 2025 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 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 Group 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 Group 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 Group 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 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 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page three, 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 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 directors either intend to liquidate the group or the parent 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations we consider the following:

• the nature of the industry and sector, control environment and business performance;

• results of our enquiries of management about their own identification and assessment of the risks of

irregularities;

• any matters we identified having obtained and reviewed the company's documentation of their policies and

procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any

instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual,

suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations

• the matters discussed among the audit engagement team regarding how and where fraud might occur in the

financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following area: revenue and profit recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We have also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

Audit response to risks identified

As a result of performing the above, we identified revenue and profit recognition a key audit matter related to the potential risk of fraud. Our procedures to respond to risks identified included the following:

• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance

with provisions of relevant laws and regulations described as having a direct effect on the financial

statements;

• enquiring of management concerning actual and potential litigation and claims;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks

of material misstatement due to fraud;

• in addressing the risk of fraud through management override of controls, testing the appropriateness of

journal entries and other adjustments; assessing whether the judgements made in making accounting

estimates are indicative of a potential bias; and evaluating the business rationale of any significant

transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Simon Ellingham BA FCA DChA (Senior Statutory Auditor)

for and on behalf of Fawcetts LLP

Windover House

St Ann Street

Salisbury

Wiltshire

SP1 2DR

27th November 2025

TURNOVER

3

9,111,115

8,917,655

Cost of sales

448,059

333,293

GROSS PROFIT

8,663,056

8,584,362

Administrative expenses

8,739,331

8,888,545

(76,275

)

(304,183

)

Other operating income

34,891

48,312

OPERATING LOSS

5

(41,384

)

(255,871

)

Interest receivable and similar income

113,708

141,755

72,324

(114,116

)

Interest payable and similar expenses

6

2,540

5,369

PROFIT/(LOSS) BEFORE TAXATION

69,784

(119,485

)

Tax on profit/(loss)

7

57,465

(33,197

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

12,319

(86,288

)

Profit/(loss) attributable to:

Owners of the parent

11,549

(34,801

)

Non-controlling interests

770

(51,487

)

12,319

(86,288

)

PROFIT/(LOSS) FOR THE YEAR

12,319

(86,288

)

OTHER COMPREHENSIVE INCOME

Exchange movements

48,779

(10,540

)

Purchase of own shares

(1,000,000

)

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(951,221

)

(10,540

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(938,902

)

(96,828

)

Total comprehensive income attributable to:

Owners of the parent

(939,672

)

(45,341

)

Non-controlling interests

770

(51,487

)

(938,902

)

(96,828

)

FIXED ASSETS

Intangible assets

9

14,163

16,233

Tangible assets

10

409,338

448,693

Investments

11

-

-

423,501

464,926

CURRENT ASSETS

Debtors

12

3,127,458

3,806,447

Cash at bank and in hand

2,417,154

3,055,005

5,544,612

6,861,452

CREDITORS

Amounts falling due within one year

13

2,678,989

3,218,154

NET CURRENT ASSETS

2,865,623

3,643,298

TOTAL ASSETS LESS CURRENT LIABILITIES

3,289,124

4,108,224

CREDITORS

Amounts falling due after more than one year

14

(4,977

)

-

PROVISIONS FOR LIABILITIES

17

(276,266

)

(161,421

)

NET ASSETS

3,007,881

3,946,803

CAPITAL AND RESERVES

Called up share capital

18

60

80

Capital redemption reserve

19

40

20

Retained earnings

19

2,553,550

3,493,242

SHAREHOLDERS' FUNDS

2,553,650

3,493,342

NON-CONTROLLING INTERESTS

20

454,231

453,461

TOTAL EQUITY

3,007,881

3,946,803

The financial statements were approved by the Board of Directors and authorised for issue on 27th November 2025 and were signed on its behalf by:

J W P Fryett - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

114,766

120,433

Investments

11

100

100

114,866

120,533

CURRENT ASSETS

Cash at bank

481,315

1,051,899

CREDITORS

Amounts falling due within one year

13

450,056

323,089

NET CURRENT ASSETS

31,259

728,810

TOTAL ASSETS LESS CURRENT LIABILITIES

146,125

849,343

CAPITAL AND RESERVES

Called up share capital

18

60

80

Capital redemption reserve

19

40

20

Retained earnings

19

146,025

849,243

SHAREHOLDERS' FUNDS

146,125

849,343

Company's profit for the financial year

296,782

140,556

The financial statements were approved by the Board of Directors and authorised for issue on 27th November 2025 and were signed on its behalf by:

J W P Fryett - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1st March 2023

80

3,538,583

20

Changes in equity

Total comprehensive income

-

(45,341

)

-

Balance at 29th February 2024

80

3,493,242

20

Changes in equity

Issue of share capital

(20

)

-

-

Total comprehensive income

-

(939,692

)

20

Balance at 28th February 2025

60

2,553,550

40

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1st March 2023

3,538,683

504,948

4,043,631

Changes in equity

Total comprehensive income

(45,341

)

(51,487

)

(96,828

)

Balance at 29th February 2024

3,493,342

453,461

3,946,803

Changes in equity

Issue of share capital

(20

)

-

(20

)

Total comprehensive income

(939,672

)

770

(938,902

)

Balance at 28th February 2025

2,553,650

454,231

3,007,881

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st March 2023

80

708,687

20

708,787

Changes in equity

Total comprehensive income

-

140,556

-

140,556

Balance at 29th February 2024

80

849,243

20

849,343

Changes in equity

Issue of share capital

(20

)

-

-

(20

)

Total comprehensive income

-

(703,218

)

20

(703,198

)

Balance at 28th February 2025

60

146,025

40

146,125

Cash flows from operating activities

Cash generated from operations

1

177,000

(293,524

)

Interest paid

(2,148

)

(5,369

)

Interest element of hire purchase payments paid

(392

)

-

Tax paid

(249

)

30,148

Net cash from operating activities

174,211

(268,745

)

Cash flows from investing activities

Purchase of tangible fixed assets

(44,789

)

(44,701

)

Sale of tangible fixed assets

12,448

55,879

Interest received

113,708

141,755

Net cash from investing activities

81,367

152,933

Cash flows from financing activities

New loans in year

9,491

-

Capital repayments in year

(47,162

)

-

Amount introduced by directors

304,204

-

Amount withdrawn by directors

-

(304,204

)

Share issue

(20

)

-

Share buyback

(999,980

)

-

Advance payments

(274,807

)

(161,809

)

Gratuity provision

114,845

-

Net cash from financing activities

(893,429

)

(466,013

)

Decrease in cash and cash equivalents

(637,851

)

(581,825

)

Cash and cash equivalents at beginning of year

2

3,055,005

3,636,830

Cash and cash equivalents at end of year

2

2,417,154

3,055,005

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit/(loss) before taxation

69,784

(119,485

)

Depreciation charges

78,358

122,954

(Profit)/loss on disposal of fixed assets

(4,592

)

11,695

Exchange movements

48,759

(10,540

)

Finance costs

2,540

5,369

Finance income

(113,708

)

(141,755

)

81,141

(131,762

)

Decrease/(increase) in trade and other debtors

353,377

(256,107

)

(Decrease)/increase in trade and other creditors

(257,518

)

94,345

Cash generated from operations

177,000

(293,524

)

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 28th February 2025

28.2.25

1.3.24

£

£

Cash and cash equivalents

2,417,154

3,055,005

Year ended 29th February 2024

29.2.24

1.3.23

£

£

Cash and cash equivalents

3,055,005

3,636,830

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.3.24

Cash flow

At 28.2.25

£

£

£

Net cash

Cash at bank and in hand

3,055,005

(637,851

)

2,417,154

3,055,005

(637,851

)

2,417,154

Debt

Finance leases

-

(7,858

)

(7,858

)

Debts falling due within 1 year

(60,000

)

45,530

(14,470

)

(60,000

)

37,672

(22,328

)

Total

2,995,005

(600,179

)

2,394,826

1.	STATUTORY INFORMATION

Gainpeak 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 General 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 the Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention and on a going concern basis. The financial statements are presented in sterling which is the functional currency of the company.

The significant accounting policies applied in the preparation of these financial statements are set out below.

Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Where services such as maintenance contracts are supplied in a period following the year end the relevant invoiced amount is treated as maintenance in advance.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property

-

2% on cost

Short leasehold

-

4% on cost and Evenly over the remaining lease period

Fixtures and fittings

-

20% on reducing balance and Straight line over 10 years

Motor vehicles

-

25% on cost and Straight line over 8 years

Computer equipment

-

33% on reducing balance, Straight line over 5 years and Straight line over 10 years

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.