IRIS Accounts Production v24.3.2.46 13367033 Board of Directors 31.5.24 1.6.23 31.5.24 31.5.24 These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Sale of logistics software true true true false true true false false false false false false false false false false false iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh133670332023-05-31133670332024-05-31133670332023-06-012024-05-31133670332022-05-31133670332022-06-012023-05-31133670332023-05-3113367033ns15:EnglandWales2023-06-012024-05-3113367033ns14:USDollar2023-06-012024-05-3113367033ns10:Director12023-06-012024-05-3113367033ns10:Consolidated2024-05-3113367033ns10:ConsolidatedGroupCompanyAccounts2023-06-012024-05-3113367033ns10:PrivateLimitedCompanyLtd2023-06-012024-05-3113367033ns10:FullIFRSns10:Consolidated2023-06-012024-05-3113367033ns10:Auditedns10:Consolidated2023-06-012024-05-3113367033ns10:ResidualCompaniesActDisclosuresWithIFRS2023-06-012024-05-3113367033ns10:Consolidated2023-06-012024-05-3113367033ns10:Consolidatedns10:ResidualCompaniesActDisclosuresWithIFRS2023-06-012024-05-3113367033ns10:FullAccounts2023-06-012024-05-3113367033ns5:Subsidiary12023-06-012024-05-3113367033ns5:Subsidiary22023-06-012024-05-3113367033ns5:Subsidiary32023-06-012024-05-3113367033ns5:Subsidiary42023-06-012024-05-3113367033ns5:Subsidiary52023-06-012024-05-311336703312023-06-012024-05-311336703312023-06-012024-05-3113367033ns10:Director32023-06-012024-05-3113367033ns10:Director62023-06-012024-05-3113367033ns10:Director72023-06-012024-05-3113367033ns10:RegisteredOffice2023-06-012024-05-3113367033ns10:Director22023-06-012024-05-3113367033ns10:Director42023-06-012024-05-3113367033ns10:Director52023-06-012024-05-3113367033ns10:Consolidated2022-06-012023-05-3113367033ns5:NetGoodwill2024-05-3113367033ns5:NetGoodwill2023-05-3113367033ns5:CurrentFinancialInstruments2024-05-3113367033ns5:CurrentFinancialInstruments2023-05-3113367033ns5:ShareCapital2024-05-3113367033ns5:ShareCapital2023-05-3113367033ns5:SharePremium2024-05-3113367033ns5:SharePremium2023-05-3113367033ns5:RevaluationReserve2024-05-3113367033ns5:RevaluationReserve2023-05-3113367033ns5:CapitalRedemptionReserve2024-05-3113367033ns5:CapitalRedemptionReserve2023-05-3113367033ns5:FurtherSpecificReserve1ComponentTotalEquity2024-05-3113367033ns5:FurtherSpecificReserve1ComponentTotalEquity2023-05-3113367033ns5:RetainedEarningsAccumulatedLosses2024-05-3113367033ns5:RetainedEarningsAccumulatedLosses2023-05-3113367033ns5:ShareCapital2022-05-3113367033ns5:RetainedEarningsAccumulatedLosses2022-05-3113367033ns5:SharePremium2022-05-3113367033ns5:ShareCapital2022-06-012023-05-3113367033ns5:SharePremium2022-06-012023-05-3113367033ns5:ShareCapital2023-06-012024-05-3113367033ns5:SharePremium2023-06-012024-05-3113367033ns5:RevaluationReserve2022-05-3113367033ns5:CapitalRedemptionReserve2022-05-3113367033ns5:FurtherSpecificReserve1ComponentTotalEquity2022-05-3113367033ns5:RevaluationReserve2022-06-012023-05-3113367033ns5:CapitalRedemptionReserve2022-06-012023-05-3113367033ns5:FurtherSpecificReserve1ComponentTotalEquity2022-06-012023-05-3113367033ns5:RevaluationReserve2023-06-012024-05-3113367033ns5:CapitalRedemptionReserve2023-06-012024-05-3113367033ns5:FurtherSpecificReserve1ComponentTotalEquity2023-06-012024-05-311336703312023-06-012024-05-3113367033ns5:NetGoodwill2023-06-012024-05-3113367033ns5:PatentsTrademarksLicencesConcessionsSimilar2023-06-012024-05-3113367033ns5:Goodwill2023-05-3113367033ns5:Goodwill2024-05-3113367033ns5:Goodwill2023-05-3113367033ns5:PatentsTrademarksLicencesConcessionsSimilar2023-05-3113367033ns5:ComputerSoftware2023-05-3113367033ns5:IntangibleAssetsOtherThanGoodwill2023-05-3113367033ns5:PatentsTrademarksLicencesConcessionsSimilar2024-05-3113367033ns5:ComputerSoftware2024-05-3113367033ns5:IntangibleAssetsOtherThanGoodwill2024-05-3113367033ns5:PatentsTrademarksLicencesConcessionsSimilar2023-05-3113367033ns5:ComputerSoftware2023-05-3113367033ns5:IntangibleAssetsOtherThanGoodwill2023-05-3113367033ns5:ComputerEquipment2023-05-3113367033ns5:ComputerEquipment2023-06-012024-05-3113367033ns5:ComputerEquipment2024-05-3113367033ns5:ComputerEquipment2023-05-31133670331ns5:Subsidiary12023-06-012024-05-3113367033ns5:Subsidiary12024-05-3113367033ns5:Subsidiary12023-05-3113367033ns5:Subsidiary12022-06-012023-05-3113367033ns5:Subsidiary232023-06-012024-05-3113367033ns5:Subsidiary22024-05-3113367033ns5:Subsidiary22023-05-3113367033ns5:Subsidiary22022-06-012023-05-31133670335ns5:Subsidiary32023-06-012024-05-3113367033ns5:Subsidiary32024-05-3113367033ns5:Subsidiary32023-05-3113367033ns5:Subsidiary32022-06-012023-05-3113367033ns5:Subsidiary472023-06-012024-05-3113367033ns5:Subsidiary42024-05-3113367033ns5:Subsidiary42023-05-3113367033ns5:Subsidiary42022-06-012023-05-3113367033ns5:Subsidiary592023-06-012024-05-3113367033ns5:Subsidiary52024-05-3113367033ns5:Non-currentFinancialInstruments2024-05-3113367033ns5:Non-currentFinancialInstruments2023-05-3113367033ns5:RetainedEarningsAccumulatedLosses2023-05-3113367033ns5:SharePremium2023-05-3113367033ns5:RevaluationReserve2023-05-3113367033ns5:RetainedEarningsAccumulatedLosses2023-06-012024-05-3113367033ns5:CapitalRedemptionReserve2023-05-3113367033ns5:FurtherSpecificReserve1ComponentTotalEquity2023-05-31
REGISTERED NUMBER: 13367033 (England and Wales)













GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

FOR

SEDNA COMMUNICATIONS LTD

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31 May 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Statement of Profit or Loss 10

Consolidated Statement of Profit or Loss and Other
Comprehensive Income

11

Consolidated Statement of Financial Position 12

Company Statement of Financial Position 14

Consolidated Statement of Changes in Equity 16

Company Statement of Changes in Equity 17

Consolidated Statement of Cash Flows 18

Company Statement of Cash Flows 19

Notes to the Statements of Cash Flows 20

Notes to the Consolidated Financial Statements 22


SEDNA COMMUNICATIONS LTD

COMPANY INFORMATION
for the Year Ended 31 May 2024







DIRECTORS: W F Dobie
R Liu-Doyle
P J Segall
R Atluri





REGISTERED OFFICE: 10 John Street
London
WC1N 2EB





REGISTERED NUMBER: 13367033 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

GROUP STRATEGIC REPORT
for the Year Ended 31 May 2024

The directors present their strategic report of the company and the group for the year ended 31 May 2024.

Principal activities
The principal activity of the group is the provision of a cloud based communication platform for managing the information and communication requirements of customers with complex operations.

The group acquired Boxton Inc, a company incorporated in the US, on 22 June 2022 via a share-for-share exchange.

The Group also conducts business through subsidiaries in the United Kingdom, Canada, Singapore, South Africa and USA.

- Sedna Systems Europe Ltd - 10 John Street, London, England, WC1N 2EB
- Sedna Systems Canada - Suite 200 2227 St. Johns Street Port Moody, BC Canada V3H 2A6
- Sedna Systems Asia-Pacific - 531A Upper Cross Street #04-98 Singapore 051531
- Boxton Inc - 1037 Hornblend St, San Diego, CA, 92109-4129 United States

-
Sedna Systems South Africa Proprietary Limited - Private Bag X60500, Houghton, Johannesburg,
Gauteng, 2041, South Africa

The activities were unchanged during the year and no significant changes to the principal business activities are expected in the forthcoming year.

REVIEW OF BUSINESS
Key performance indicators

Total revenue includes subscriptions to online software products and professional services which include implementation and consulting services. Revenue is an important measure of growth in the customer base and the success of sales and product development efforts. The Group experienced considerable growth during the year and grew revenue finishing the period with revenue of $9,803,061 (2023: $7,026,196).

The loss before income tax for the Group was $15,801,255 (2023: $22,349,781). This is after non-cash items related to share based payment charges of $804,547 (2023: $1,101,050) and depreciation and amortisation of $662,979 (2023: $702,529). Excluding these non-cash items the loss before tax was $14,333,729 (2023: $20,546,202).

The Group also monitors the average number of full time equivalent employees ("FTEs") as an important non-financial indicator. Monitoring trends in our FTEs count assists the Group in understanding its ability to attract and retain key talent and also provides insight into operating efficiency. During the year the average FTEs count was 100 (2023: 125) and year end FTEs count was 85 (2023: 94). It should be noted that the number of FTEs was reduced during 2024 in order to decrease costs.


SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

GROUP STRATEGIC REPORT
for the Year Ended 31 May 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The directors consider that the principal risks faced by the Group are as follows:

- Data security and technology risk
The loss of confidential data or technology disruption caused by either internal or external factors could result in financial loss or reputational damage. The Group ensures ongoing vulnerability monitoring on a Group basis and completes annual technology audits, risk assessments and penetration testing to ensure the robustness of the Sedna platform.

- Commercial relationships
The Group is exposed to changes in relationships with both customers and suppliers. It is a key task of operational management to enhance relationships with customers and suppliers. The Group continues to make significant investments in our product and in our sales functions to ensure enhanced relationships with customers and suppliers.

- Liquidity risks
The Group's approach to managing liquidity is to ensure as far as possible that it will have sufficient liquidity to meet its liabilities as they fall due. Funding rounds have mitigated this risk, and the Group also continues to manage its liquidity risks through focus on cash management, cash preservation and through ensuring sufficient financing is available for current and planned expenditure.

ON BEHALF OF THE BOARD:





W F Dobie - Director


7 February 2025

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

REPORT OF THE DIRECTORS
for the Year Ended 31 May 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2024.

DIVIDENDS
No dividends will be distributed for the year ended 31 May 2024.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 June 2023 to the date of this report.

W F Dobie
R Liu-Doyle

Other changes in directors holding office are as follows:

M H Chalfen - resigned 29 June 2023
T D Monson - resigned 29 June 2023
K Wallington - resigned 29 June 2023
P J Segall - appointed 29 June 2023

R Atluri was appointed as a director after 31 May 2024 but prior to the date of this report.

CHARITABLE DONATIONS AND EXPENDITURE
During the year, a charitable donation was made of $771 (2023: $2,917).

STATEMENT OF DIRECTORS' RESPONSIBILITIES
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 UK-adopted international accounting standards. 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

REPORT OF THE DIRECTORS
for the Year Ended 31 May 2024


AUDITORS
The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:





W F Dobie - Director


7 February 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SEDNA COMMUNICATIONS LTD

Opinion
We have audited the financial statements of Sedna Communications Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2024 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows, Notes to the Consolidated Statement of Cash Flows, Notes to the Company Statement of Cash Flows and 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion:
-the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 May 2024 and of the group's loss for the year then ended;
-the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;
-the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; and
-the financial statements 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.

Identifying and assessing potential irregularities, including fraud
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months and one day 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 Report of the Directors and the Group Strategic Report 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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 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
SEDNA COMMUNICATIONS LTD


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 light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Group Strategic Report or the Report of the Directors that are inconsistent with our overall view of the financial statements.


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SEDNA COMMUNICATIONS LTD


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.

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

Identifying and assessing potential irregularities, including fraud
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration.

Enquiring of management concerning policies and procedures relating to:
1. Complying with laws and regulations and whether there were any instances of non-compliance;
2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud.

Discussing within the engagement team regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud:
1. Management override;
2. Revenue recognition;
3. Share option valuation.

Discussing with the engagement team, the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment law.

Audit response to the risks identified
As noted above, we identified management override, revenue recognition, and share option valuation as the matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following:

1. Reviewing all journals posted during the year and the nominal ledger and investigating large or unusual transactions;
2. Performing a detailed sales test of detail and cut off testing to ensure that revenue is recognised in the correct period;
3. Obtaining a valuation report from a third party and reviewing the methodology for supporting calculations.

Further, we also identified compliance with the Companies Act 2006, UK tax legislation and UK employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following:

1. Review the disclosures in the financial statements through completion of a disclosure checklist and testing disclosures to supporting documentation to assess compliance with the Companies Act 2006;
2. Review the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist;
3. Safeguard review of financial statements by a qualified accountant independent of the audit team;
4. Safeguard review of corporation tax computations by a person qualified as a Chartered Tax Advisor or equivalent, independent of the audit team;
5. Checking a sample of compliance with right to work checks and reviewing legal fees for indications of material issues arising out of non-compliance with employment law.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SEDNA COMMUNICATIONS LTD

The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

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.




Ian Phipps (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

12 February 2025

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS
for the Year Ended 31 May 2024

31.5.24 31.5.23
as restated
Notes $    $   

CONTINUING OPERATIONS
Revenue 3 9,803,061 7,026,196

Other operating income 26,656 17,243
Administrative expenses (25,547,879 ) (29,261,579 )
OPERATING LOSS (15,718,162 ) (22,218,140 )

Finance costs 5 (202,985 ) (242,879 )

Finance income 5 86,209 111,238
LOSS BEFORE INCOME TAX 6 (15,834,938 ) (22,349,781 )

Income tax 7 33,683 20,859
LOSS FOR THE YEAR (15,801,255 ) (22,328,922 )
Loss attributable to:
Owners of the parent (15,801,255 ) (22,328,922 )

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the Year Ended 31 May 2024

31.5.24 31.5.23
as restated
$    $   

LOSS FOR THE YEAR (15,801,255 ) (22,328,922 )

OTHER COMPREHENSIVE (LOSS)/INCOME
Item that will not be reclassified to profit or loss:
Foreign exchange movements (721,715 ) 61,043
Income tax relating to item that will not be reclassified to
profit or loss

-

-
OTHER COMPREHENSIVE
(LOSS)/INCOME FOR THE YEAR, NET
OF INCOME TAX


(721,715


)


61,043
TOTAL COMPREHENSIVE LOSS FOR
THE YEAR

(16,522,970

)

(22,267,879

)

Total comprehensive loss attributable to:
Owners of the parent (16,522,970 ) (22,267,879 )

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 May 2024

31.5.24 31.5.23
as restated
Notes $    $   
ASSETS
NON-CURRENT ASSETS
Goodwill 10 489,048 489,048
Owned
Intangible assets 11 1,165,435 1,165,435
Property, plant and equipment 12 716,579 881,764
Right-of-use
Property, plant and equipment 12, 20 990,366 1,353,486
Investments 13 - -
Trade and other receivables 14 674,510 465,556
4,035,938 4,355,289
CURRENT ASSETS
Trade and other receivables 14 6,111,979 2,787,696
Cash and cash equivalents 15 9,288,835 3,887,252
15,400,814 6,674,948
TOTAL ASSETS 19,436,752 11,030,237
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 16 6,772 4,888
Share premium 17 68,733,498 48,782,018
Foreign exchange reserve 17 (2,298,211 ) (1,540,705 )
Share options reserve 17 3,795,854 2,991,307
Merger reserve 17 (3,877,724 ) (3,877,724 )
Retained earnings 17 (59,643,628 ) (43,842,373 )
TOTAL EQUITY 6,716,561 2,517,411

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION - continued
31 May 2024

31.5.24 31.5.23
as restated
Notes $    $   
LIABILITIES
NON-CURRENT LIABILITIES
Contract liabilities 3 791,648 240,062
Financial liabilities - borrowings
Lease liabilities 19, 20 842,490 1,081,940
1,634,138 1,322,002
CURRENT LIABILITIES
Trade and other payables 18 5,356,914 2,754,271
Contract liabilities 3 5,426,190 4,021,793
Financial liabilities - borrowings
Lease liabilities 19, 20 302,949 414,760
11,086,053 7,190,824
TOTAL LIABILITIES 12,720,191 8,512,826
TOTAL EQUITY AND LIABILITIES 19,436,752 11,030,237


The financial statements were approved by the Board of Directors and authorised for issue on 7 February 2025 and were signed on its behalf by:





W F Dobie - Director


SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

COMPANY STATEMENT OF FINANCIAL POSITION
31 May 2024

31.5.24 31.5.23
as restated
Notes $    $   
ASSETS
NON-CURRENT ASSETS
Goodwill 10 33,307 33,307
Owned
Intangible assets 11 540,339 540,339
Property, plant and equipment 12 2,962 4,905
Right-of-use
Investments 13 4,802,093 4,007,936
5,378,701 4,586,487
CURRENT ASSETS
Trade and other receivables 14 34,958,879 22,695,491
Cash and cash equivalents 15 6,083,167 1,456,355
41,042,046 24,151,846
TOTAL ASSETS 46,420,747 28,738,333
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 16 6,772 4,888
Share premium 17 68,733,498 48,782,018
Revaluation reserve 17 - (33,649 )
Foreign exchange reserve 17 (1,727,920 ) (1,672,698 )
Share options reserve 17 3,741,078 2,980,570
Retained earnings 17 (62,391,843 ) (46,040,686 )
TOTAL EQUITY 8,361,585 4,020,443
LIABILITIES
NON-CURRENT LIABILITIES
Contract liabilities 3 306,857 240,062
CURRENT LIABILITIES
Trade and other payables 18 33,105,768 22,485,127
Contract liabilities 3 4,646,537 1,992,701
37,752,305 24,477,828
TOTAL LIABILITIES 38,059,162 24,717,890
TOTAL EQUITY AND LIABILITIES 46,420,747 28,738,333


The financial statements were approved by the Board of Directors and authorised for issue on 12 February 2025 and were signed on its behalf by:


SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

COMPANY STATEMENT OF FINANCIAL POSITION - continued
31 May 2024





W F Dobie - Director


SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 May 2024

Called up
share Retained Share
capital earnings premium
$    $    $   
Balance at 1 June 2022 3,120 (21,513,451 ) 27,635,748

Changes in equity
Issue of share capital 1,768 - 21,146,270
Total comprehensive loss - (22,328,922 ) -
Balance at 31 May 2023 4,888 (43,842,373 ) 48,782,018

Changes in equity
Issue of share capital 1,884 - 19,951,480
Total comprehensive loss - (15,801,255 ) -
Balance at 31 May 2024 6,772 (59,643,628 ) 68,733,498
Foreign Share
exchange options Merger Total
reserve reserve reserve equity
$    $    $    $   
Balance at 1 June 2022 (1,601,748 ) 1,890,257 (3,877,724 ) 2,536,202

Changes in equity
Issue of share capital - - - 21,148,038
Total comprehensive loss 61,043 1,101,050 - (21,166,829 )
Balance at 31 May 2023 (1,540,705 ) 2,991,307 (3,877,724 ) 2,517,411

Changes in equity
Issue of share capital - - - 19,953,364
Total comprehensive loss (757,506 ) 804,547 - (15,754,214 )
Balance at 31 May 2024 (2,298,211 ) 3,795,854 (3,877,724 ) 6,716,561

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 May 2024

Called up
share Retained Share
capital earnings premium
$    $    $   
Balance at 1 June 2022 4,016 (23,430,858 ) 27,635,748

Changes in equity
Issue of share capital 872 - 21,146,270
Total comprehensive loss - (22,609,828 ) -
Balance at 31 May 2023 4,888 (46,040,686 ) 48,782,018

Changes in equity
Issue of share capital 1,884 - 19,951,480
Total comprehensive loss - (16,351,157 ) -
Balance at 31 May 2024 6,772 (62,391,843 ) 68,733,498
Foreign Share
Revaluation exchange options Total
reserve reserve reserve equity
$    $    $    $   
Balance at 1 June 2022 - (2,042,956 ) 1,890,257 4,056,207

Changes in equity
Issue of share capital - - - 21,147,142
Total comprehensive loss (33,649 ) 370,258 1,090,313 (21,182,906 )
Balance at 31 May 2023 (33,649 ) (1,672,698 ) 2,980,570 4,020,443

Changes in equity
Issue of share capital - - - 19,953,364
Total comprehensive loss 33,649 (55,222 ) 760,508 (15,612,222 )
Balance at 31 May 2024 - (1,727,920 ) 3,741,078 8,361,585

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

CONSOLIDATED STATEMENT OF CASH FLOWS
for the Year Ended 31 May 2024

31.5.24 31.5.23
as restated
$    $   
Cash flows from operating activities
Cash generated from operations 1 (12,881,992 ) (17,380,526 )
Lease interest paid (202,985 ) (242,879 )
Tax paid 33,683 20,859
Net cash from operating activities (13,051,294 ) (17,602,546 )

Cash flows from investing activities
Purchase of goodwill - (453,520 )
Purchase of intangible fixed assets - (589,041 )
Purchase of tangible fixed assets (143,267 ) (212,665 )
Sale of tangible fixed assets 379 -
Interest received 86,209 111,238
Net cash from investing activities (56,679 ) (1,143,988 )

Cash flows from financing activities
Payment of lease liabilities (351,261 ) (410,601 )
Amount withdrawn by directors (1,092,547 ) (82,415 )
Share issue 19,953,364 21,148,038
Net cash from financing activities 18,509,556 20,655,022

Increase in cash and cash equivalents 5,401,583 1,908,488
Cash and cash equivalents at beginning of
year

2

3,887,252

1,978,764

Cash and cash equivalents at end of year 2 9,288,835 3,887,252

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

COMPANY STATEMENT OF CASH FLOWS
for the Year Ended 31 May 2024

31.5.24 31.5.23
as restated
$    $   
Cash flows from operating activities
Cash generated from operations 1 (15,045,609 ) (21,251,963 )
Increase in intercompany indebtedness (307,108 ) 1,790,663
Net cash from operating activities (15,352,717 ) (19,461,300 )

Cash flows from investing activities
Purchase of tangible fixed assets (1,987 ) (5,879 )
Purchase of fixed asset investments - (1,057,982 )
Interest received 83,375 111,238
Net cash from investing activities 81,388 (952,623 )

Cash flows from financing activities
Share issue 19,953,364 21,147,142
Net cash from financing activities 19,953,364 21,147,142

Increase in cash and cash equivalents 4,682,035 733,219
Cash and cash equivalents at beginning of
year

2

1,456,355

359,037
Effect of foreign exchange rate changes (55,223 ) 364,099
Cash and cash equivalents at end of year 2 6,083,167 1,456,355

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE STATEMENTS OF CASH FLOWS
for the Year Ended 31 May 2024

1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

Group
31.5.24 31.5.23
as restated
$    $   
Loss before income tax (15,834,938 ) (22,349,781 )
Depreciation charges 662,979 678,221
Loss on disposal of fixed assets 2,601 15,401
Share based payments 804,547 1,101,050
Foreign exchange reserve (751,893 ) 61,043
Finance costs 202,985 242,879
Finance income (86,209 ) (111,238 )
(14,999,928 ) (20,362,425 )
(Increase)/decrease in trade and other receivables (2,440,690 ) 2,757,515
Increase/(decrease) in trade and other payables 2,602,643 (1,057,298 )
Increase in contract liabilities 1,955,983 1,281,682
Cash generated from operations (12,881,992 ) (17,380,526 )

Company
31.5.24 31.5.23
as restated
$    $   
Loss before income tax (16,351,157 ) (22,609,828 )
Depreciation charges 3,930 974
Finance income (83,375 ) (111,238 )
(16,430,602 ) (22,720,092 )
(Increase)/decrease in trade and other receivables (1,579,735 ) 45,030
Increase in trade and other payables 244,097 337,244
Increase in contract liabilities 2,720,631 1,085,855
Cash generated from operations (15,045,609 ) (21,251,963 )

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE STATEMENTS OF CASH FLOWS
for the Year Ended 31 May 2024

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statements of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Group Company
Year ended 31 May 2024
31.5.24 1.6.23 31.5.24 1.6.23
$    $    $    $   
Cash and cash equivalents 9,288,835 3,887,252 6,083,167 1,456,355
Year ended 31 May 2023
31.5.23 1.6.22 31.5.23 1.6.22
as restated as restated
$    $    $    $   
Cash and cash equivalents 3,887,252 1,978,764 1,456,355 359,037

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31 May 2024


1. STATUTORY INFORMATION

Sedna Communications Ltd (the 'Company') is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page. The Company's trading address during the year is 65 Buckingham Gate, London, SW1E 6AS.

2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Going concern
The financial statements have been prepared on a going concern basis due to the group having net current assets.

The directors believe that this basis is appropriate as the group has historically been able to raise funding when required, and that the group will continue to operate for at least twelve months and one day from the date of signing of the financial statements.

Basis of consolidation
The consolidated financial statements include the accounts of the company and those of it subsidiaries, all of which are prepared to the 31 May 2024.

The subsidiary companies, based in overseas jurisdictions, do not require an audit under their respective home legislation.

The consolidated financial statements do not include any revenue or expenses derived from inter-company trading. In addition, all inter-company indebtedness has been eliminated.

The functional currencies of the group's entities are the currency of the country in which the enitities are incorporated. The consolidated financial accounts are reported in United States of America dollars.

Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

As described in the accounting policies of the financial statements, depreciation of tangible assets has been based on estimated useful lives and residual values deemed appropriate by the directors. Estimated useful lives and residual values are reviewed annually and revised as appropriate. Revisions take into account actual asset lives and residual values as evidenced by disposals during current and prior accounting periods.

Management also use their judgement in relation to the interest rate implicit in the IFRS16 lease liability.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

2. ACCOUNTING POLICIES - continued

Changes in accounting policies
During the year it was determined that the acquisition of Sedna Communications Asia Pacific Pte Ltd and Sedna Systems Inc were initially recorded using the acquisition method. This has now been amended to use the book value method as the Directors feel this more accurately reflects the position of the group at incorporation. This change in accounting policy has resulted in a reduction of goodwill by $4,527,312 and a reduction in retained earnings by $649,588. This net amount of $3,877,724 is now recognised in a merger reserve. The prior year figures have been restated to reflect this change in policy.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

2. ACCOUNTING POLICIES - continued

Revenue recognition
REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company provides a cloud-based communication platform for the maritime and shipping industries. Revenue is primarily derived from contracts that encompass subscriptions to the Company's online software products and professional services including implementation and consulting. Customers do not have the right to take possession of the online software products.

The Company recognises revenue from contracts with customers using a five-step model, which is described below:

-identify the contract with a customer;
-identify the performance obligations in the contract;
-determination of the transaction price;
-allocate the transaction price to the performance obligations identified in the contract; and
-recognize revenue when (or as) performance obligations are satisfied.

Identify the contract with a customer
A customer contract is identified when the Company and a customer have executed an agreement or online acceptance that requires the Company to grant access to its online software products and provide professional services in exchange for consideration from the customer.

A signed customer order form is generally regarded as a contract with a customer.

Identify the performance obligations in a contract
A performance obligation is a promise to provide a distinct service or a series of distinct services. A service that is promised to a customer is distinct if the customer can benefit from the service either on its own or together with other readily available resources, and a company's promise to transfer the service to the customer is separately identifiable from other promises in the contract.

The main subscription-based services provided to customers are:

-Stream
The provision of the cloud-based communication platform, Stream, is the main revenue source for the Company. Customers generally enter into a contract for a specific number of seat subscriptions. Additional services not considered as distinct from Stream include implementation, data storage and technical support. Management have determined that a typical contract only to provide said services contains one combined performance obligation.

-Pulse
The provision of an AI-driven subscription-based service that consolidates various data sources into a unified actionable data view. Management have determined that the provision of Pulse is distinct from Stream, therefore contracts that include both Stream and Pulse have multiple performance obligations.

-Shelly
The provision of a subscription-based service that integrates various data sources to build and streamline workflows. Management have assessed that the provision of Shelly is distinct from Stream, therefore contracts that include both Stream and Shelly have multiple performance obligations.

-Other professional services
The provision of services assessed by management as being distinct from Stream, Pulse and Shelly if the customer can benefit from the service without any of the subscription-based services.

Determination of the transaction price

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

2. ACCOUNTING POLICIES - continued
The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for providing services to a customer. Generally, the total transaction price is the amount stated on the signed order form.

The Company estimates any variable consideration it will be entitled to at contract inception and will reassess as circumstances change, when determining the transaction price. The Company does not include variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognised will occur when any uncertainty associated with the variable consideration is resolved. Therefore, the Company does not recognise revenue for Stream seat overages at contract inception, as it is not possible to determine with certainty the amount of overages a customer will utilize. Accrued income is accounted for in the financial statements where a customer has utilised overages which have not been invoiced for by the balance sheet date.

Allocate the transaction price to the performance obligations identified in the contract
If the contract contains a single performance obligation, the Company allocates the entire transaction price to the single performance obligation. For contracts containing multiple performance obligations, the transaction price is allocated to each performance obligation based on the relative standalone selling price ("SSP") of the services provided to the customer. Given the highly variable nature of the Company's subscription-based services, management have assessed that the SSPs are taken to be the amounts stated on the signed order forms as this is a faithful representation of the amount the Company can expect to receive for satisfying a specific performance obligation.

Recognise revenue when (or as) performance obligations are satisfied
Revenues are recognised as and when the Company satisfies its contractual performance obligations. Revenues for subscription-based services are recognised evenly over the subscription period beginning on the later of the date the Group's software products are made available to customers or the subscription start date stated in the contract.

The Company recognises revenue from other professional services as the services are provided where they are distinct from the subscription arrangement.

-Contract liabilities
Invoices are generally raised in advance of the contract commencement date for no longer than 1 year of services, with 1 month payment terms. The invoices are initially recorded as contract liabilities that are then recognised as revenue as the performance obligations are satisfied.

The Company has elected to use the practical expedient available under IFRS 15, which allows entities to disregard the effects of a significant financing component if the period between the transfer of goods or services and payment is one year or less.

The Group does not offer an option to purchase a warranty. However, it does offer an assurance-type warranty that provides guarantee of the quality. Assurance-type warranties do not result in a change to current practice for the recognition of revenue.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

2. ACCOUNTING POLICIES - continued

Summary of significant accounting policies
Current versus non-current classification
The Company presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:

- Expected to be realised or intended to be sold or consumed in the normal operating cycle
- Held primarily for the purpose of trading
- Expected to be realised within 12 months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when it is:

- Expected to be settled in the normal operating cycle
- Held primarily for the purpose of trading
- Due to be settled within 12 months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period

The Company classifies all other liabilities as non-current.

The directors have classified those interest-bearing loans and borrowings as non-current at 31 May 2024 where the directors do not believe the Company will be required to make any repayments within 12 months.

Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Trade and other receivables
A receivable represents the Company's right to an amount of consideration that is unconditional (i.e. only the passage of time is required before payment of the consideration is due).

The Company's financial assets at amortised cost includes trade receivables and loans to employees.

Capitalised contract acquisition costs
The incremental direct costs of obtaining a contract, which primarily consist of sales commissions paid for new subscription contracts, are deferred and amortised on a straight-line basis over a period of three years. Sales commissions are paid on initial contracts with new customers and for expansion of contracts with existing customers. Commissions are not paid on customer renewals. Where other commissions are paid that are not directly attributable to the acquisition of a customer contract, these commissions are expensed as incurred.

The Group determined the three-year period by taking into consideration the products sold, expected customer life, expected contract renewals, technology life cycle and other factors.


SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

2. ACCOUNTING POLICIES - continued

Trade and other payables
Trade and other payables are carried at amortised cost and, due to their short-term nature, they are not discounted. They represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.

Goodwill
Goodwill arising on an acquisition of a business is carried at cost less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to the cash-generating units that are expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is recognised. Any impairment loss is recognised as an expense in the profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. On the disposal of a business, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Intangible assets
Intangible assets are reviewed annually by the directors for indications of possible impairment. Where impairment is identified the asset is reduced to its fair value with the resultant charge being taken to the Statement of profit or loss in the year the impairment is identified. Intangible assets are deemed to have an indefinite useful life as there is no foreseeable time period where the assets are expected to generate cash flows.

Property, plant and equipment
Fixed assets are initially measured at cost and are reviewed annually for signs of impairment. 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 shorter.


Short leasehold- over remaining term of lease
Improvements to property- over remaining term of lease
Fixtures and fittings- Straight line over 3 years
Computer equipment- Straight line over 3 years

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors, cash and bank balances, are initially measured at transaction price, and are substantially carried at amortised cost using the effective interest method. Unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price. Unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest method.

Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

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

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will not be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is expensed in the year in which it is incurred.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

2. ACCOUNTING POLICIES - continued

Foreign currencies
The functional currency of the Group is Great British pounds (£) and its presentational currency is United States of America dollars ($). The Directors have elected for the presentational currency to be USD because this is the currency which sales prices for its services are denominated and settled in.

The financial statements comply with IFRS as they comply with all requirements of the translation method as set out in IAS 21.

Transactions in foreign currencies are initially recorded by the Group at its respective functional currency spot rate at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. Differences arising on settlement of monetary items are recognised in profit or loss.

In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

Leases
Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

The group applies the short-term lease recognition exemption to its short-term leases (ie. lease term of less than 12 months). Lease payments on such leases are recognised as an expense on a straight-line basis over the lease term.

In determining the present value of the lease liability, the following rates were used for additions in the respective years:

Year to June 2024 - 15%, being based upon the interest rate on issuing a convertible loan note.

Employee benefit costs
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the income statement in the period to which they relate.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

2. ACCOUNTING POLICIES - continued

Share-based payments
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

Cash flow
The cash flow statement is prepared on the indirect basis.

Investments
Investments in group undertakings are held at cost. Annual reviews are performed to ascertain whether an impairment is required. Where consideration is contingent on future performance, such consideration is taken at fair value.

3. REVENUE

Revenue from contracts with customers
The total revenue from contracts with customers is required to be disaggregated into categories which depict the nature, amount, timing and uncertainty of revenue. Please see note 2 which includes detailed descriptions on the type and nature of services the group provides.

A breakdown of revenue by geographical market for the year ended 31 May 2024 is given below:

31.5.24 31.5.23
as restated
$    $   
Europe 5,408,656 3,867,639
Asia 2,348,572 1,245,800
North America 1,666,272 1,360,953
South America 82,150 98,799
Africa 54,669 92,223
Australia 242,742 360,782
9,803,061 7,026,196

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

3. REVENUE - continued

Contract balances
31.5.24 31.5.23
as restated
$    $   
Contract liabilities

Current
Contract liabilities 5,426,190 4,021,793
Non-current
Contract liabilities 791,648 240,062
6,217,838 4,261,855

The Group recognised liabilities of $6,217,838 (2023:$4,261,855) in relation to contracts with customers, with $4,953,393 (2023: $2,232,763) being recognised in Sedna Communications Ltd. These represent invoices issued to/payments received from customers in advance of the delivery of services.

4. EMPLOYEES AND DIRECTORS
31.5.24 31.5.23
as restated
$    $   
Wages and salaries 13,264,950 16,374,844
Social security costs 1,347,021 1,318,296
Other pension costs 113,661 116,528
14,725,632 17,809,668

The average number of employees during the year was as follows:
31.5.24 31.5.23
as restated

Support 16 31
Sales and marketing 38 44
Research and development 38 34
General and administrative 8 16
100 125

During the year retirement benefits were accruing to 1 director (2023: 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of $271,374 (2023: $271,374).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $1,593 (2023: $1,593).

No directors exercised share options in current or prior year and no directors received shares in respect of their services in the current or prior year under long term incentive schemes.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

5. NET FINANCE COSTS
31.5.24 31.5.23
as restated
$    $   
Finance income:
Interest received 86,209 111,238
Finance costs:
Leasing 202,985 242,879

Net finance costs 116,776 131,641

6. LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging:
31.5.24 31.5.23
as restated
$    $   
Depreciation - owned assets 305,472 246,044
Depreciation - assets on hire purchase contracts or finance leases 363,120 432,176
Loss on disposal of fixed assets 2,601 32,596
Auditors' remuneration 211,322 159,539
Other non- audit services 23,719 20,997
Foreign exchange differences 562,951 113,584

7. INCOME TAX

Analysis of tax income
31.5.24 31.5.23
as restated
$    $   
Current tax:
Tax (33,683 ) (20,859 )
Total tax income in consolidated statement of profit or loss (33,683 ) (20,859 )

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

7. INCOME TAX - continued

Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.5.24 31.5.23
as restated
$    $   
Loss before income tax (15,834,938 ) (22,349,781 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

(3,958,735

)

(4,246,458

)

Effects of:
Expenses not eligible for relief 842,600 1,817,446

Difference between depreciation and capital allowances 124,831 88,039
Share based payments 273,500 203,820

Losses utilised (5,856 ) (1,840,225 )
Losses carried forwards 2,723,660 3,977,378
Over-provision income taxes (33,683 ) (20,859 )
Tax income (33,683 ) (20,859 )

8. LOSS OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was $(16,351,157) (2023 - $(22,609,828)).


9. PRIOR YEAR ADJUSTMENT

During the year it was determined that entities within the Sedna Group do not possess the right to set-off amounts payable or receivable in respect of transfer pricing revenue charged between certain entities within the Sedna Group against the respective intercompany balances. Consequently, adjustments have been made to the individual company accounts to increase both amounts owed by group undertakings and amounts owed to group undertakings by $20,813,017, there is no effect to the consolidated financial statements. The adjustments have had no impact on the company's individual net asset position or profit and loss account, nor on the consolidated statement of financial position or statement of profit and loss.

Please see the change in accounting policies in note 2 which outlines further changes to the prior year results.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

10. GOODWILL

Group
$   
COST
At 1 June 2023
and 31 May 2024 489,048
NET BOOK VALUE
At 31 May 2024 489,048
At 31 May 2023 489,048

Company
$   
COST
At 1 June 2023
and 31 May 2024 33,307
NET BOOK VALUE
At 31 May 2024 33,307
At 31 May 2023 33,307

11. INTANGIBLE ASSETS

Group
Patents
and Computer
licences software Totals
$    $    $   
COST
At 1 June 2023
and 31 May 2024 18,210 1,147,225 1,165,435
NET BOOK VALUE
At 31 May 2024 18,210 1,147,225 1,165,435
At 31 May 2023 18,210 1,147,225 1,165,435

Directors had intangibles valued at the period end to see if impairment is required. No impairment was deemed necessary.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

11. INTANGIBLE ASSETS - continued

Company
Patents
and Computer
licences software Totals
$    $    $   
COST
At 1 June 2023
and 31 May 2024 11,446 528,893 540,339
NET BOOK VALUE
At 31 May 2024 11,446 528,893 540,339
At 31 May 2023 11,446 528,893 540,339

12. PROPERTY, PLANT AND EQUIPMENT

Group
Improvements Fixtures
Short to and Computer
leasehold property fittings equipment Totals
$    $    $    $    $   
COST
At 1 June 2023 2,134,721 877,674 44,253 369,990 3,426,638
Additions - 112,752 - 30,515 143,267
Disposals - - - (9,645 ) (9,645 )
At 31 May 2024 2,134,721 990,426 44,253 390,860 3,560,260
DEPRECIATION
At 1 June 2023 781,235 243,687 15,799 150,667 1,191,388
Charge for year 363,120 188,703 11,851 104,918 668,592
Eliminated on disposal - - - (6,665 ) (6,665 )
At 31 May 2024 1,144,355 432,390 27,650 248,920 1,853,315
NET BOOK VALUE
At 31 May 2024 990,366 558,036 16,603 141,940 1,706,945
At 31 May 2023 1,353,486 633,987 28,454 219,323 2,235,250

Directors reviewed the register for any capital assets which were no longer in use. No such assets were identified.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

12. PROPERTY, PLANT AND EQUIPMENT - continued

Company
Computer
equipment
$   
COST
At 1 June 2023 5,879
Additions 1,987
At 31 May 2024 7,866
DEPRECIATION
At 1 June 2023 974
Charge for year 3,930
At 31 May 2024 4,904
NET BOOK VALUE
At 31 May 2024 2,962
At 31 May 2023 4,905

13. INVESTMENTS

Company
Shares in
group
undertakings
$   
COST OR VALUATION
At 1 June 2023 4,007,936
Additions 760,508
Revaluations 33,649
At 31 May 2024 4,802,093
NET BOOK VALUE
At 31 May 2024 4,802,093
At 31 May 2023 4,007,936

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

13. INVESTMENTS - continued

Company

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Sedna Systems Europe Ltd
Registered office: 10 John Street, London, England, WC1N 2EB
Nature of business: Shipping software
%
Class of shares: holding
Ordinary 100.00
31.5.24 31.5.23
$    $   
Aggregate capital and reserves (13,597,889 ) (7,400,870 )
Loss for the year (5,497,267 ) (9,425,923 )

Boxton Inc
Registered office: 1037 Hornblend St, San Diego, CA, 92109-4129 United States
Nature of business: Shipping software
%
Class of shares: holding
Ordinary 100.00
31.5.24 31.5.23
$    $   
Aggregate capital and reserves 45,791 (11,319 )
Profit for the year 57,110 13,204

Sedna Systems Inc
Registered office: Suite 200, 2227 St. Johns Street, Port Moody, BC Canada, V3H 2A6
Nature of business: Shipping software
%
Class of shares: holding
Ordinary 100.00
31.5.24 31.5.23
$    $   
Aggregate capital and reserves (3,739,319 ) (1,724,697 )
Loss for the year (1,238,561 ) (2,262,361 )

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

13. INVESTMENTS - continued

Company

Sedna Communications Asia Pacific Pte Ltd
Registered office: 531A Upper Cross Street 04-98 Singapore, 051531
Nature of business: Shipping software
%
Class of shares: holding
Ordinary 100.00
31.5.24 31.5.23
$    $   
Aggregate capital and reserves (2,992,060 ) (1,913,789 )
Loss for the year (1,075,704 ) (1,769,900 )

Sedna Systems South Africa Proprietary Limited
Registered office: Private Bag X60500, Houghton, Johannesburg, Gauteng, 2041, South Africa
Nature of business: Shipping software
%
Class of shares: holding
Ordinary 100.00
31.5.24
$   
Aggregate capital and reserves 5

14. TRADE AND OTHER RECEIVABLES

Group Company
31.5.24 31.5.23 31.5.24 31.5.23
as restated as restated
$    $    $    $   
Current:
Trade debtors 2,579,856 1,176,474 2,115,719 797,578
Amounts owed by group undertakings - - 31,506,672 20,823,019
Other debtors 657,862 76,921 20,561 26,175
Directors' loan accounts 1,220,286 127,739 - -
VAT 155,012 192,809 199,012 227,547
Prepayments and accrued income 1,498,963 1,213,753 1,116,915 821,172
6,111,979 2,787,696 34,958,879 22,695,491
Non-current:
Other debtors 448,287 436,303 - -
Prepayments and accrued income 226,223 29,253 - -
674,510 465,556 - -

Aggregate amounts 6,786,489 3,253,252 34,958,879 22,695,491

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

15. CASH AND CASH EQUIVALENTS

Group Company
31.5.24 31.5.23 31.5.24 31.5.23
as restated as restated
$    $    $    $   
Bank accounts 9,288,835 3,887,252 6,083,167 1,456,355

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.05.24
value: $
5,740 G-1 $0.01 57
116,251 Ordinary $0.01 1,163
160,272 Preferred A $0.01 1,603
12,535 Preferred B-1 $0.01 125
136,936 Preferred B-2 $0.01 1,369
77,978 Preferred B-3 $0.01 780
167,487 Preferred C $0.01 1,675
677,199 6,772


Shares were issued at par or for a premium, the premiums varying from $0.25 to $292.16 per share. The aggregate share premium received amounted to $68,733,498.

All shares carry full and equal rights to participate in voting in all circumstances, in dividends, and in capital distributions, whether on a winding up or otherwise. Ordinary shares are not redeemable.

17. RESERVES

Group
Foreign
Retained Share exchange
earnings premium reserve
$    $    $   

At 1 June 2023 (43,842,373 ) 48,782,018 (1,540,705 )
Deficit for the year (15,801,255 )
Premium on share issue - 19,951,480 -
Movement on foreign exchange
reserve in year

-

-

(757,506

)

At 31 May 2024 (59,643,628 ) 68,733,498 (2,298,211 )

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

17. RESERVES - continued

Group
Share
options Merger
reserve reserve Totals
$    $    $   

At 1 June 2023 2,991,307 (3,877,724 ) 2,512,523
Deficit for the year (15,801,255 )
Premium on share issue - - 19,951,480
Movement on share options reserve 804,547 - 804,547
Movement on foreign exchange
reserve in year

-

-

(757,506

)

At 31 May 2024 3,795,854 (3,877,724 ) 6,709,789

Company
Retained Share Revaluation
earnings premium reserve
$    $    $   

At 1 June 2023 (46,040,686 ) 48,782,018 (33,649 )
Deficit for the year (16,351,157 )
Premium on share issue - 19,951,480 -
Revaluation adjustment - - 33,649
At 31 May 2024 (62,391,843 ) 68,733,498 -

Company
Foreign Share
exchange options
reserve reserve Totals
$    $    $   

At 1 June 2023 (1,672,698 ) 2,980,570 4,015,555
Deficit for the year (16,351,157 )
Premium on share issue - - 19,951,480
Movement on share options reserve - 760,508 760,508
Revaluation adjustment - - 33,649
Movement on foreign exchange
reserve in year

(55,222

)

-

(55,222

)

At 31 May 2024 (1,727,920 ) 3,741,078 8,354,813


SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

18. TRADE AND OTHER PAYABLES

Group Company
31.5.24 31.5.23 31.5.24 31.5.23
as restated as restated
$    $    $    $   
Current:
Trade creditors 838,229 495,258 627,684 335,260
Amounts owed to group undertakings - - 32,145,750 21,769,206
Social security and other taxes 425,791 405,570 - -
Other creditors 629,112 531,083 - -
Accruals and deferred income 3,463,782 1,322,360 332,334 380,661
5,356,914 2,754,271 33,105,768 22,485,127

19. FINANCIAL LIABILITIES - BORROWINGS

Group
31.5.24 31.5.23
as restated
$    $   
Current:
Leases (see note 20) 302,949 414,760

Non-current:
Leases (see note 20) 842,490 1,081,940


Terms and debt repayment schedule

Group

1 year or
less 1-2 years 2-5 years Totals
$    $    $    $   
Leases 302,949 597,717 244,773 1,145,439

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

20. LEASING

Group
Right-of-use assets

Property, plant and equipment

31.5.24 31.5.23
as restated
$    $   
COST
At 1 June 2023 2,134,721 2,046,100
Additions - 88,621
2,134,721 2,134,721

DEPRECIATION
At 1 June 2023 781,235 349,059
Charge for year 363,120 432,176
1,144,355 781,235

NET BOOK VALUE 990,366 1,353,486

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

20. LEASING - continued

Group
Lease liabilities

Minimum lease payments fall due as follows:

31.5.24 31.5.23
as restated
$    $   
Gross obligations repayable:
Within one year 448,287 581,737
Between one and five years 937,284 1,267,532

1,385,571 1,849,269

Finance charges repayable:
Within one year 145,338 166,977
Between one and five years 94,794 185,592
240,132 352,569

Net obligations repayable:
Within one year 302,949 414,760
Between one and five years 842,490 1,081,940
1,145,439 1,496,700

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

21. FINANCIAL INSTRUMENTS

The statement of financial position is set out on page 12, with financial instruments being valued at amortised cost.

Risk management
The Group is exposed to market risk, credit risk and liquidity risk in the normal course of business. These risks are limited by the company's financial management policies and practices described below. There has been no change to the company's exposure to financial risk or the manner in which these risks are managed and measured.

Market risk - currency risk
The Group has high exposure to currency risk through selling services worldwide with customers denominating prices in their currency. The Group mitigates these exchange rate risks by maintaining at least three months of payroll in the local currency of the entity. The Group does not enter into foreign currency forward contracts for speculative purposes.

The Group also manages foreign currency risk by holding bank balances denominated in different currencies according to the expected trade of the various Group members. An increase in the value of US dollar against the Pound of 5%, with all other variables held constant, would decrease the cash value held by $463,357 at the year end.

Credit risk
In order to minimise credit risk, the Group adopts a policy of only dealing with creditworthy counterparties and employs a strict 30 day payment policy. The most significant credit risk relates to customer that may default in making payments for services that have been provided. The Group has a strict code of credit and setting appropriate credit limits. The maximum exposure to credit risk at the reporting date to recognised financial assets is the gross carrying amount, as disclosed in the balance sheet and notes to the financial statements. The Group does not hold any collateral.

Liquidity risk
The Group manages liquidity risk by maintaining adequate cash reserves by monitoring actual and forecast cashflows and matching the maturity profiles of financial assets and liabilities.

The following tables detail the Group and the Company's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

Group





1 year or less

Between 1 and
2 years

Between 2 and
5 years


Over 5 years
Remaining
contractual
liabilities
31.05.24 $    $    $    $    $   
Non-derivatives
Non-interest bearing
Trade creditors 838,229 - - - 838,229
Social security and other
taxes

425,791

-

-

-

425,791
Other creditors 629,112 - - - 629,112
Accruals and deferred
income

3,463,782

-

-

-

3,463,782
Total non-derivatives 5,356,914 - - - 5,356,914







1 year or less

Between 1 and
2 years

Between 2 and
5 years


Over 5 years
Remaining
contractual
liabilities
31.05.23 $    $    $    $    $   
Non-derivatives
Non-interest bearing
Trade creditors 495,259 - - - 495,259
Social security and other
taxes

405,570

-

-

-

405,570
Other creditors 531,083 - - - 531,083
Accruals and deferred
income

1,322,360

-

-

-

1,322,360
Total non-derivatives 2,754,272 - - - 2,754,272

Company





1 year or less

Between 1 and
2 years

Between 2 and
5 years


Over 5 years
Remaining
contractual
liabilities
31.05.24 $    $    $    $    $   
Non-derivatives
Non-interest bearing
Trade creditors 627,684 - - - 627,684
Amounts owed to group
undertakings

32,145,750

-

-

-

32,145,750
Other creditors - - - - -
Accruals and deferred
income

332,334

-

-

-

332,334
Total non-derivatives 33,105,768 - - - 33,105,768


SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024





1 year or less

Between 1 and
2 years

Between 2 and
5 years


Over 5 years
Remaining
contractual
liabilities
31.05.23 $    $    $    $    $   
Non-derivatives
Non-interest bearing
Trade creditors 335,260 - - - 335,260
Amounts owed to group
undertakings

21,769,206

-

-

-

21,769,206
Other creditors - - - - -
Accruals and deferred
income

380,661

-

-

-

380,661
Total non-derivatives 22,485,127 - - - 22,485,127


22. PENSION COMMITMENTS

The defined contribution pension scheme relates to the UK subsidiary. The total contributions for the period ended 31 May 2024 were £90,317 (2023:£96,615) and there were outstanding pension contributions of £18,658 (2023: £17,347) at the balance sheet date.

23. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 May 2024 and 31 May 2023:

31.5.24 31.5.23
as restated
$    $   
W F Dobie
Balance outstanding at start of year 6,214 23,594
Amounts advanced 1,185,143 140,083
Amounts repaid - (157,463 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 1,191,357 6,214

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

24. RELATED PARTY DISCLOSURES

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are disclosed in this note.

During the year Sedna Systems Europe Ltd made sales of $11,350,601 (2023: $10,037,005) to the Company. At 31 May 2024 Sedna Systems Europe Ltd owed Sedna Communications Ltd $25,261,137 (2023: $11,111,302) and was owed $20,102,446 (2023: $11,111,302).

During the year Sedna Systems Inc made sales of $nil (2023: $4,725,178) to the Company. At 31 May 2024 Sedna Systems Europe Ltd owed Sedna Communications Ltd $11,379,682 (2023: $9,701,715) and was owed $12,031,649 (2023: $10,448,387).

During the year Sedna Communications Asia Pacific Pte Ltd made sales of $1,300,433 (2023: $1,244,587 ) to the Company. At 31 May 2024 Sedna Communications Asia Pacific Pte Ltd owed Sedna Communications Ltd $379,367 (2023: $nil ) and was owed $11,650 (2023: $209,517).

Stage 3 Systems Pte Ltd and its subsidiary companies, Stage 3 Systems Europe Ltd and Stage 3 Systems Inc, (together the 'S3S Group') are related parties as the CEO of the Company, William Dobie, has significant influence over the S3S group by virtue of his shareholding in Stage 3 Systems Pte Ltd.

Balances between the Group and the S3S Group arose through shared expenses in the ordinary course of business and general funding between various entities. At the year-end balances due to S3S Group amounting to $537,690 (2023: $570,376) were outstanding.

Stage 3 Systems Pte Ltd owns less than fifty percent of the shares and voting interests of Sedna Communications Ltd.

True Bearing Insights LLC (TBI) is related to the Group as a result of William Dobie having significant influence over both TBI and the Group. During the year TBI provided $70,000 (2023: $60,000) of software development services to the Group. At the year end the Group owed TBI $nil (2023: $10,000).

Monsoon Agencies Australia Pty Ltd (MAA) was related to the Group as a result of Travis Monson previously having significant influence over MAA and the Group. Travis Monson sold his interest in MAA and resigned as director in the period to 31 May 2023. During the year Travis also resigned as director of Sedna Communications Ltd but remains a director of Sedna Systems Europe Limited. During the year Sedna Communications Ltd provided $105,721 (2023: $101,721) of services to MAA. At the year end, there was no outstanding balance.

The 2023 figures above have been restated.

25. EVENTS AFTER THE REPORTING PERIOD

After the year end date Sedna Communications Ltd acquired the entire share capital of Nordic IT, LLC, a company incorporated in USA. This acquisition was funded by a capital raise from existing shareholders.

26. ULTIMATE CONTROLLING PARTY AND PARENT COMPANY

The ultimate parent company is Insight Venture Management LLC, a company incorporated in the United States of America. Insight Venture Management LLC's financial statements are not available to the public. The only transactions between the Sedna Group and Insight Venture Management LLC and entities it has an interest in were those related to share issues during the year, with more information available in note 16.

There is no ultimate controlling party.

SEDNA COMMUNICATIONS LTD (REGISTERED NUMBER: 13367033)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 May 2024

27. SHARE-BASED PAYMENT TRANSACTIONS

During the year, employees, consultants and directors of the Group benefited from participating in an Employee Share Option Plan ("ESOP") put in place by the Group at a general meeting. The Group may grant options over equity settled ordinary shares in the Group to employees, consultants and directors of the Group. The options become fully vested at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria, and restrictions as shall be determined by the Board of Directors and set forth in each stock option notice. All options vest over a period no longer than four years. Options expire 90 days after an employee, consultant or director ceases to be employed or contracted by the Group unless the Board in its discretion allows the individual to extend the exercise period for all or some of their options. Options expire 10 years after the grant date.

The fair value of share options granted is estimated at the date of grant using a Black-Scholes model, taking into account the terms and conditions on which the share options were granted. It takes into account historical and expected dividends and the share price volatility of the Group. Management utilised third party valuations to assist with the determination of the Company's estimated fair market value and ordinary share price.

The following information is relevant to the determination of the fair value of options granted under the equity settled share based remuneration schemes operated by the Group:

Year ended
May 31, 2024
Balance at 1 June 2023 52,395
Granted during the year 0
Options exercised during the year (11,492)
Options cancelled during the year (1,101)
Options expired during the year (1,663)
Balance at 31 May 2024 38,139

The total charge for share based payment recognised is $804,547 (2023: $1,090,313).

Weighted average exercise price Year ended
May 31, 2024
Balance at 1 June 2023 $35.46
Granted during the year -
Options exercised during the year $0.47
Options cancelled during the year $38.67
Options expired during the year $96.65
Balance at 31 May 2024 $43.24

The weighted average remaining contractual life of the plan is 5.0 years.

The number of options exercisable at the end of the year was 13,118.

The group will be liable to employer's national insurance contributions when the share options vest. The value of this is currently unknown as the value of the share when the share option vests is unknown.

28. CONTINGENT LIABILITIES

As mentioned in note 27, the Company expects to have a future liability in relation to employers' National Insurance if and when employee share options are exercised. It is impracticable to estimate the financial effect or the timing of any potential outflow as it is unclear when employees will choose to exercise their share options.