The director presents the strategic report for the year ended 31 December 2024.

The principal activity of the Company continues to provide the staffing & recruiting industry with software to improve their business efficiency. We develop, market, host, implement, and support enterprise software with industry specific requirements to meet our customer's needs. Our core offering, an Applicant Tracking Systems (ATS), allows staffing firms to manage their contingent labor pool in one system of record and provides functionality to deploy these candidates to jobs supplied by their end customers. We also provide several other products alongside the ATS that provide further productivity improvements to recruiters at our customers and also allow for efficiencies within their back office functions.

The Company has experienced continued growth for its software and services. Revenue has remained consistent over the prior year, while the headcount has decreased slightly. The company still remains committed to the UK recruitment market. The directors expect the general level of activity to continue for the foreseeable future. Customer retention and growth rates remain at a high level.

The operating loss is impacted by foreign currency exchange movements which in the year have resulted in a £2.9m exchange loss.

The Company competes in the Customer Relationship Management (“CRM”) and Applicant Tracking System (“ATS”) software markets and the Company faces a number of risks and uncertainties the principal of which is commercial risk.

Commercial Risk

The markets the Company operates within are intensely competitive, rapidly changing, and highly fragmented, as current competitors expand their product offerings and new companies enter the market. Competitors vary in size and in the scope and breadth of the products and services offered.

This is mitigated as management keep abreast of these changes and respond as necessary. The company offer a unique product that allows them to target a specific area of the market that is not oversaturated.

Further risks are detailed in the directors' report.

The board monitors progress on the overall strategy and the individual strategic elements by reference to KPIs.

The company's key financial and non-financial performance indicators during the year were as follows:

Financial KPIs:

                             2024            2023

Turnover                         £64,221,591        £64,389,384

Turnover growth/(reduction) %                (0.2%)          19.9%

Operating Profit/ (Loss)                    £(2,742,413)        £(2,274,745)

Profit/(Loss) before Taxation                £(2,544,374)        £(2,183,872)

Employee Headcount                    253            263

Turnover per Employee                     £253,840        £244,827

Net assets/(liabilities)                    (£1,672,907)        £565,246

Non-financial KPIs:

                             2024            2023

Net Customer retention                    96%            101%

Number of employees across the group working

on R&D including on behalf of Bullhorn UK        65            66

Analysis of KPIs

Please also refer to above fair review of the business section. Despite noting a decrease in revenue overall, the company made strides in managing costs including staffing costs. This led to a more efficient performance during the year as demonstrated through the increase in turnover per employee.

Net customer retention remained exceptionally high at 96% - a very satisfactory result.

Human Resources

The Company is aware that its performance is only as good as the people it employs. The Company therefore attempts to have policies in place to attract, retain and motivate its employees to help achieve its business objectives.

The directors acknowledge their duty under s.172 of the Companies Act 2006 and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In doing so, they have had regard to:

• the likely consequences of any decision in the long term: The Company’s strategic plan continues to provide the staffing & recruiting industry with software to improve their business efficiency. The directors will continue to operate with tight budgetary control and in line with regulatory requirements.

• the interests of the company’s employees: The Company has a significant number of employees who are key to the delivery of the Company’s strategic plan. The directors ensure that the Company complies with all employment laws in the territories where it operates and have implemented appropriate standards and systems to monitor and to ensure the welfare of those employees.

• the need to foster the company’s business relationships with suppliers: The Company has built and maintained relationships with shareholders, advisers and suppliers. The directors have taken steps to develop and strengthen them through dialogue and engagement. These relationships are regularly monitored at board level.

• the impact of the company’s operations on the community and the environment: The Company has taken steps to formalise its reporting on Environmental, Social and Governance (ESG) issues and taking steps to reduce greenhouse gas emissions.

• the desirability of the company maintaining a reputation for high standards of business conduct: The board recognises that good standards of corporate governance help the company to achieve its strategic goals and is vital to the success of the Company, and seeks to do this through the implementation of robust policies and procedures that employees are expected to comply with.

• the need to act fairly between members of the company: The board consists of directors representing employee shareholders and institutional investors of the Company in order to make sure that members are treated fairly. When employee share incentives are considered, there is careful assessment by the board that there is a balance between dilution of existing shareholder value and value which new share incentive holders can derive.

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2024.

The principal activity of the Company (“Bullhorn International Limited”) is the provision of software as a service, consulting, technical support and related services.

The results for the year are set out on page 11.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Bullhorn International Limited’s parent Company, Bullhorn Inc., is a global leader for Customer Relationship Management (“CRM”) and Applicant Tracking System (“ATS”) software through its hosted platform. The directors aim to maintain the management policies which have resulted in the Company’s growth in previous years. The directors expect to see a continued growth in the Company’s UK results.

Financial Risk Management

The Company competes in the CRM and ATS software markets and is exposed to a number of financial risks, including liquidity risk, credit risk and currency risk. It is Company policy that no speculative trading in financial instruments shall be undertaken.

Liquidity and Cash Flow Risks

The Company manages liquidity and cash flow risks by retaining sufficient cash to ensure it has adequate funds available for operations. The Company would have access to additional funding from its parent if required.

Credit risk

Credit risk arises when customers fail to discharge their obligations thus causing the Company a financial loss. The Company’s credit control policies are aimed at minimising such losses and deferred payment terms are only granted to customers who demonstrate appropriate payment history and satisfy credit worthiness checks.

Currency Risk

The Company predominantly bills its income in GBP Sterling and as a result has minimal currency exposure from trade, although is exposed to currency fluctuations on balances held with group companies in US Dollars.The Company does hold US Dollar and Euro accounts to provide a natural hedge as far as possible for transactions that are in overseas currencies.

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.

The Company's energy usage and associated greenhouse gas (GHG) emissions are reported pursuant to the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ("the 2018 Regulations") that came into force on 01 April 2019

A financial control boundary has been applied to define the reported greenhouse has (GHG) emissions for the Company.

This report has followed the 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) in its preparation. The 2022 greenhouse gas reporting conversion factors have been used for the most recent financial year whilst the previous year uses the relevant factors for the stated period.

Grid electricity was compiled from landlord invoices, with the average unit cost being used to determine the quantity of electricity supplied directly to the areas occupied by the Company.

As a tenant in a multi occupancy building, the Company does not receive any invoices directly related to heating or cooling, as this is owned and operated by the landlord’s managing agents. As such, the energy use and emissions related to the operation of these systems are outside of the Company’s control and are classified as scope 3 GHG emissions which do not need to be reported.

The Company does not own or operate any vehicles.

This report has been prepared by Caladen Consulting Limited, who have provided external assurance and verification.

Under the 2018 Regulations, the Group's emissions are categorised as either mandatory or voluntary. These are further broken down into three scopes:

• Direct emissions from fuel combustion and facility operations (scope 1),

• Indirect emissions from purchased electricity or heat (scope 2),

• Additional indirect emissions resulting from the Group's activities, originating from sources not owned or controlled by the organisation (scope 3).

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per thousant square metres of office space (measured as gross internal area), the recommended ratio for the sector.

During the current financial year, the following energy efficiency actions have been undertaken:

• Installation of LED lighting to replace older fluorescent and CFL lamps.

• Undertaken an awareness raising campaign to encourage employees to ensure lighting is switched off in meeting rooms and other infrequently occupied areas.

• Reduced the use of artificial lighting where natural levels of daylight are sufficient to meet employee requirements.

Prior to the current financial year, an awareness raising campaign aimed at improving housekeeping in relation to water use was undertaken.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future.

The directors have reviewed detailed forecasts and plans and made enquiries, indicating that the company has sufficient funding to continue its operations for a minimum of 12 months from the date of approval of these financial statements, noting that the company has generated EBITDA in the post year end period as part of the global Bullhorn group. The directors have also received a letter of support from Bullhorn Inc which includes confirmation that intercompany balances will not be required to be paid for a period until at least 12 months following the approval of these financial statements where it would call into question the going concern status of the business.

For the reasons set out above, the directors have prepared the financial statements on a going concern basis, and have concluded that there are no material uncertainties related to going concern.

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

We have audited the financial statements of Bullhorn, International Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.

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

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

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

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

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

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

There was no other comprehensive income for the year ended 31 December 2024 (2023: £Nil).

The notes on pages 15 to 30 form part of these financial statements.

The notes on pages 15 to 30 form part of these financial statements.

The notes on pages 15 to 30 form part of these financial statements.

The notes on pages 15 to 30 form part of these financial statements.

Bullhorn, International Limited is a private company limited by shares incorporated in England and Wales. The registered office and trading address is 7 Devonshire Square, 9th Floor, London, United Kingdom, EC2M 4YH.

These financial statements have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102. The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future.true

The directors have reviewed detailed forecasts and plans and made enquiries, indicating that the company has sufficient funding to continue its operations for a minimum of 12 months from the date of approval of these financial statements, noting that the company has generated EBITDA in the post year end period as part of the global Bullhorn group. The directors have also received a letter of support from Bullhorn Inc which includes confirmation that intercompany balances will not be required to be paid for a period until at least 12 months following the approval of these financial statements where it would call into question the going concern status of the business.

For the reasons set out above, the directors have prepared the financial statements on a going concern basis, and have concluded that there are no material uncertainties related to going concern.

Revenue is measured at the fair value of the consideration received or receivable and represents the amount received for services rendered, net of returns, discounts and rebates allowed by the Company and value added taxes.

The Company derives its revenues from two sources: (1) subscription revenues, which are composed of subscription fees from customers accessing its hosted software as a service and (2) related professional services and other nonrecurring revenue. The Company evaluates the arrangements to determine if separate units of accounting exist, and if so, allocates revenue to each element based upon the relative selling price of each of the elements.

The Company’s multiple element arrangements typically include subscriptions and professional services to configure the hosted software to the customer’s specifications. The Company considers subscription services to have standalone value as such services are sold separately. In determining whether professional services have standalone value the Company considers the availability of services from other vendors and the nature of the professional engagement.

Subscription revenues are recognised rateably over the contract term beginning on the date specified in each contract following go live.

Professional service offerings consist of initial setup fees purchased along with the subscription to configure the hosted software to customer specifications and separately purchased professional services to further enhance an already live system. In determining whether the professional services can be accounted for separately from subscription services, the Company considers the following factors for each professional service arrangement: availability of the consulting services from other vendors, the nature of the professional services, the timing of when the professional service arrangement was signed in comparison to the subscription service start date, and the contractual dependence of the subscription service on the customer’s satisfaction with the services provided. When purchased separately, revenues are recognised as the services are rendered for time and material contracts and when accepted by the customer for fixed price contracts. The majority of the Company’s consulting contracts are on a time and material basis. Training revenues are recognised as the services are performed.

The intangible software asset is being amortised on a straight line basis over 3 years.

Tangible fixed assets are stated at historic purchase cost, net of accumulated depreciation and any provision for impairment. Cost includes the original purchase price of the asset and costs attributable to bringing the asset into its working condition for its intended use.

Plant and machinery and fixtures, fittings, tools and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The assets’ residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Derecognition

Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the statement of comprehensive income and included in ‘Other operating (losses)/gains’.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents include cash in hand.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

In particular:

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.

Contingencies

Contingent liabilities are not recognised. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the Company’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.

Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.

The Company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and payments into personal defined benefit contribution plans.

Short term benefits

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

Annual bonus plan

The Company operates an annual bonus plan for employees. An expense is recognised in the statement of comprehensive income when the Company has a legal or constructive obligation to make payments under the plan as a result of past events and a reliable estimate of the obligation can be made.

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

The Company provides share based payment arrangements to certain employees.

The Company issues equity-settled payments to certain employees via issuance of equity instruments in the Company’s ultimate parent Company, BH Acquisition Holding Company, LP. The Company does not make share-based payments to any parties other than employees. Equity-settled share based payments are measured at fair value using a an approximation of the Group plan at the grant date.

Equity-settled arrangements are measured at fair value (excluding the effect on non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest.

Where equity-settled arrangements are modified and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge of share based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the income statement.

The Company has no cash-settled arrangements.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in foreign currencies are translated into Sterling at the exchange rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the balance sheet date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transactions is included as an exchange gain or loss in the statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

Non-monetary items measured at historical costs are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within ‘Finance (expense) / income’. All other foreign exchange gains and losses are presented in the statement of comprehensive income within ‘Other operating (losses) / gains’.

Share capital and share premium

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Share premium is the difference between the par value of new shares issued and the proceeds raised.

Related party transactions

The Company discloses transactions with related parties which are not wholly owned within the same Group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the Company financial statements. It does not disclose transactions with members of the same Group that are wholly owned.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and judgements

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

Share-based payments

The Company’s employees have been granted share options by the ultimate parent Company, Bullhorn Inc. The Company makes use of the provision in Section 26 of FRS 102 to account for the expense based on a reasonable allocation of the parent Company’s total expense. The Company has calculated its allocation of the parent Company’s total expense based on the number of participating employees in the Company compared to the number of participating employees in the group and the options they hold.

The Company’s turnover is wholly attributable to sales from the principal activity of the Company.

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

Their aggregate remuneration comprised:

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 1 (2023 - 1).

Key Management compensation includes directors and members of senior management. There were no key management personnel other than the directors.

The compensation paid was to 1 (2023 - 1) director, who is also therefore the highest paid director.

Remuneration payable to other directors is paid through the other group companies.

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

The company has tax losses totalling £2,283,355 (2023: £3,567,362 ). No deferred tax asset has been recognised.

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Trade debtors are stated net of a provision totaling £64,265 (2023: £81,742).

Amounts due to group undertakings are unsecured, interest free and repayable on demand.

Other creditors relates to credit memos issued in advance of offsetting future revenue transactions.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

At the balance sheet date the company had pension liabilities totalling £120,504 (2023: £2,172).

The ultimate parent company, BH Acquisition Holding Company, LP operates a stock option plan for its worldwide employees including those of Bullhorn International Limited.  During the year BH Acquisition Holding Company, LP. granted share based options to Bullhorn International Limited employees incurring a share based payment expense totalling £222,488, (2023: £241,489) to Bullhorn International Limited. 

The share option plan is an equity settled plan over the common units of the ultimate parent company.  The options are available to the employees of Group. 

If an employee leaves employment any unvested options are cancelled.

The maximum term of the options granted is between 5 and 10 years.

A reconciliation of share option movements over the years 31 December 2024 and 31 December 2023 is shown below:

The options outstanding at 31 December 2024 had an exercise price of $100 (£78.20).

The company measures it's share of the share based payment expense on a reasonable allocation of the group charge based on the total number of options granted to company employees.

The fair value of stock options is estimated using a Black-Scholes valuation model. Key inputs used to estimate the fair value of stock options include the exercise price of the award, the expected term of the option, the expected volatility of the parent Company’s common stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the parent Company’s expected annual dividend yield. The amount of share based payment expense recognised during a period is based on the value of the awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeiture rates differ from those estimates.

The fair value determined at the grant date of the equity-settled share-based payments is expensed under the rateable method, which treats each vesting tranche as if it were an individual grant. Estimates of fair value are not intended to predict actual future events or the value ultimately realised by persons who receive equity awards.

During the year, the company recognised total share-based payment expenses of £222,488 (2023: £241,489) which related to equity settled share based payment transactions.

Options were granted with an exercise price greater than or equal to the fair market value of the parent Company’s common stock at the date of the grant. All transactions are settled by the Company with equity instruments of Bullhorn, Inc. in US Dollars.

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

The equity reserve represents equity settled share based payment charges.

Golub Capital Markets Llc has a fixed and floating charge over the undertaking and property and assets present and future for all monies due or to become due from Bullhorn International Limited to Golub Capital Markets Llc on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The Company has taken advantage of the exemption provided under FRS 102 from disclosing transactions with entities which are a wholly owned part of the group. See note true8 for disclosure of the directors’ remuneration and key management compensation.

The Parent Company of Bullhorn International Limited is Bullhorn, Inc, a company incorporated in the US, and its registered office is 100 Summer Street, 17th Floor, Boston, MA 02110.

The ultimate parent company is BH Acquisition Holding Company LP, a company incorporated in the US, whose registered address is 20 Horseneck Lane, Greenwich, Connecticut, 06830.

The ultimate controlling party is Stone Point Capital LLC, a Private Equity firm registered in the US.