The directors present their Strategic Report for Tractable Ltd. ("Tractable") and its subsidiaries ("the Group") for the year ended 31 December 2024.

Tractable is a Business to Business ("B2B") Software as a Service ("SaaS") platform that sells and develops Artificial Intelligence ("Al") enabled technology to help accelerate the insurance claims and damage appraisal process. It has established customers and use cases in the automotive and property industry. The Group's proprietary Al software augments and automates the damage recovery process that has historically relied on an in-person visual damage appraisal.

The Group has subsidiaries based in Japan, Germany, France, Romania and a representation office in Thailand. The operational headquarters are based in London. During the prior year the Brazilian subsidiary was closed down. The German subsidiary has also entered into liquidation proceedings at the end of 2024.

The Group's turnover in 2024 has decreased by 7.4% (2023: 7%), primarily as a result of downsizing a few major customer contracts. However, the Group has continued its investment in Research & Development activities and Sales & Marketing to enable and support growth going forward.

The Group's activities expose it to the following financial risks:

Foreign exchange risk

The Group actively monitors foreign exchange risk and routinely assesses bank balances per currency to limit the amount of exposure to foreign exchange risk the business has. The Group limits its transactions in foreign currencies where they can in order to reduce this risk.

Credit risk

The Group actively monitors their accounts receivable balances. To date it has not had significant exposure to bad debt and has a strong accounts receivable ageing profile.

Interest rate risk

The Group currently has no external borrowings but does have access to a revolving credit facility agreement until December 2025.

Inflation

The global economy is experiencing inflationary pressures in almost all sectors and as a result the Group is constantly monitoring the market situation in terms of increasing costs, interest rates, inflation, and general recessionary matters. The business has not experienced a significant impact to date and the directors believe the Group to be reasonably protected.

Climate change

The directors recognise the objective of reducing the environmental impact of group activities and continue to review opportunities for improved energy efficiency within all operations and activities.

Following a review carried out by the Management, the Company energy usage has not altered significantly and is still classified as a Low Energy User, being less than 40,000 kWh per annum, therefore the Company has taken advantage of the exemption from reporting its energy consumption in line with the Streamlined Energy and Carbon Reporting legislation. Energy reduction actions taken in 2024 include:

• Increased use of technology to facilitate client, supplier and service provider meeting remotely rather than travel;

• Ensuring all office lighting and electrical equipment switched off when not in use.

The directors use Key Performance Indicators ("KPIs") to monitor and assess Group performance. Management consider the following as their KPls:

A section 172 statement has not been included in the strategic report as the Company qualifies for an exemption under the medium-sized companies' regime.

This report was approved by the board and signed on its behalf

The directors present their annual report and financial statements for the year ended 31 December 2024.

The Group is a Business to Business ("B2B") Software as a Service ("SaaS") platform that develops Artificial Intelligence ("Al") enabled technology to help simplify and accelerate the insurance claims and damage appraisal process with established use cases in the automotive and property industry.

The loss for the year, after taxation, amounted to £9,921,463 (2023: £19,925,811).

No dividends were paid or proposed in the current or prior year.

Going concern

The directors have prepared the financial statements on the going concern basis. Further details are provided in the notes to the financial statements.

The directors who served during the year and subsequent to the year end up to signing of these financial statements were:

The Group has purchased and maintained throughout the financial year directors’ and officers’ liability insurance in respect of all Group companies, their Directors and senior officers.

Neither Tractable nor any of its subsidiaries made any political donations or incurred any political expenditure during the current or prior years.

As part of the Group’s strategic focus on automotive industry, the Group has decided to sell its property business in Japan. The property product forms a relatively small proportion of the overall Group's business, accounting for <10% of the Groups overall revenues. The sale process was initiated shortly after the year end and concluded in Q3.

The directors expect the business revenues to reduce in the forthcoming year, primarily as a result of customer downsell and churn during 2024, the full impact of which will be reflected within 2025 financial statements. However, the business has substantially optimised its operating costs and projects improvement in the overall profitability in the forthcoming year.

Matters covered in the Strategic Report

See the Strategic Report for the business review and details of the principal risks and uncertainties.

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

• so far as the directors are aware, there is no relevant audit information of which the Group and the Group's auditor is unaware, and

• the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Group and the Group's auditor is aware of that information.

The auditor, KPMG LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

The directors are responsible for preparing the Annual Report and the Group and Parent Company 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 they have elected to prepare the Group and Parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

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 Group and Parent Company and of the Group's profit or loss for that period. In preparing each of the Group and Parent Company 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;

• assess the Group and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

• use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

We have audited the financial statements of Tractable Limited ("the Company") for the year ended 31 December 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and related notes, including the material accounting policies in note 1.

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 December 2024 and of the Group's loss for the year then ended;

• have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period").

In our evaluation of the directors conclusions, we considered the inherent risks to the Group's business model and analysed how those risks might affect the Group and Company's financial resources or ability to continue operations over the going concern period.

Our conclusions based on this work:

• we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate;

• we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group or the Company's ability to continue as a going concern for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation.

Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

• Enquiring of the directors as to the Group's and Company's high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud.

• Reading Board meeting minutes.

• Using analytical procedures to identify any unusual or unexpected relationships.

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

As required by auditing standards, and taking into account our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular the risk that revenue is recorded in the wrong period and management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because the Group has only a few customers with individual contracts and there is no judgement or complexity with respect to revenue recognition on the contracts.

We did not identify any additional fraud risks.

In determining the audit procedures we took into account the results of our evaluation and testing of the operating effectiveness of some of the Group-wide fraud risk management controls.

We also performed procedures including:

• Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These include those posted to unusual accounts involving cash and revenue, seldom used accounts and post close journals.

Identifying and responding to risks of material misstatement related to compliance with laws and regulations

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

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

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the Company 's license to operate. We identified the following areas as those most likely to have such an effect: health and safety, anti-bribery, anti-money laundering, Consumer Rights Act 2015 and Sale of Goods Act, foreign corrupt practices, GDPR compliance, environmental protection, climate change and certain aspects of company legislation recognising the nature of the Group's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non­ compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Strategic report and directors' report

The directors are responsible for the strategic report and the directors' report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the strategic report and the directors' report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

• we have not identified material misstatements in the strategic report and the directors' report;

• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

• in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Under the Companies Act 2006, we are required to report to you if, in our opinion:

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

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

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

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

We have nothing to report in these respects.

As explained more fully in their statement set out on page 5, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and 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 they either intend to liquidate the Group or the Parent Company or to cease operations, or have 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 our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.

The purpose of our audit work and to whom we owe our responsibilities

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 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.

All amounts are related to continuing operations.

The notes on pages 17 to 33 form part of these financial statements.

The notes on pages 17 to 33 form part of these financial statements.

The notes on pages 17 to 33 form part of these financial statements.

The notes on pages 17 to 33 form part of these financial statements.

As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The Company’s loss for the year was £11,442,852 (2023 - £20,285,392).

The notes on pages 17 to 33 form part of these financial statements.

The notes on pages 17 to 33 form part of these financial statements.

The notes on pages 17 to 33 form part of these financial statements.

Tractable Ltd. (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 71-75 Shelton Street, London, WC2H 9JQ, United Kingdom.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 2).

The Company's functional and presentational currency is pound sterling.

The Parent Company is included in the consolidated financial statements, and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12.

The following exemptions available under FRS 102 in respect of certain disclosures for the Parent Company financial statements have been applied:

• No separate Parent company Profit and Loss Account, Cash Flow Statement with related notes is included; and

• Key Management Personnel compensation has not been included;

• Certain disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1.

The material accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Group Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2019.

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

Notwithstanding net current liabilities of £9,591,244 (2023: net current liabilities £36,498) as at 31 December 2024, a loss for the year then ended of £9,921,463 (2023: £19,925,811) and operating cash outflows for the year of £2,307,707 (2023: £16,747,786), the financial statements have been prepared on a going concern basis.

The Company meets its day to day working capital requirements from operational cash flows, trading balances with the Group headed by Tractable Inc, the ultimate parent company. The directors have assessed the going concern status of the business, having regard to the financial position at year end and at the date of signing these financial statements, and taking account of financial and working capital forecasts which extend through for at least 12 months from the date of signing these financial statements. The cash forecasts are based upon approved business plans and management have stress-tested the forecasts creating a plausible downside scenario which assumes a 4% reduction in revenue. In both the base and downside, the Company will require additional funds/support, through funding from its ultimate parent company, Tractable Inc, to meet its liabilities as they fall due during 12-month period ending 30 September 2026, the going concern assessment period. This includes Tractable Inc does not recall its outstanding liabilities of £12,385,162 on 31 December 2024 as well as for them to continue providing additional financial support, to meet its liabilities as they fall due during the going concern assessment period.

Tractable Inc has indicated its intention to continue to make available such funds as are needed by the Company during the going concern assessment period. The directors of Tractable Inc have prepared cashflow forecasts of Tractable Inc consolidated group for a period of at least 12 months from the date of approval of these accounts on a conservative basis. In all scenarios, including reasonable possible downside scenario the enough cash balance as at year end with the Group. The Group also has access to a $30m Revolving Credit Facility out of which $12m can be withdrawn as of the date of the accounts (based on the Facility terms). This facility is completely undrawn at the date of signing these financial statements. The Group was in compliance with all related financial covenants as of 31 December 2024 and forecasts to remain in compliance for at least 12 months from signing these financial statements. This facility is available till 31 December 2025, post which management will assess the requirement and accordingly take a decision for renewal. The downside case does not require utilisation of this facility hence this does not impacts going concern assessment.

As with any company placing reliance on other group entities for financial support the directors acknowledge that there can be no certainty that this support will continue, although at the date of approval of these financial statements, they have no reason to believe that it will not do so. Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on going concern basis.

Revenue is recognised over time to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

• the amount of revenue can be measured reliably;

• it is probable that the Group will receive the consideration due under the contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contract can be measured reliably.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation 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:

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Investments in subsidiaries are measured at cost less accumulated impairment.

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties, investments in ordinary shares and cash and cash equivalents.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

• at fair value with changes recognised in the Group Profit and Loss Account if the shares are publicly traded or their fair value can otherwise be measured reliably;

• at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Group Profit and Loss Account.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The Company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

Equity instruments issued by the Group 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 Group.

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

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Termination benefits

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost 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

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Other operating expenses

Intercompany payments to compensate Tractable Ltd for:

(i) R&D related services provided and,

(ii) for the utilisation of its Intellectual Property, are included in Other operating expenses in the Group Profit and Loss Account.

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The directors do not consider there to be any key sources of estimation uncertainty or any critical accounting judgements.

An analysis of the Group's turnover is as follows:

The profit on digital currency disposal relates to the sale of all digital currency held. The currency was mined in 2015 with no intangible asset recognised at the time due to its immaterial nature of the related mining costs as such the other operating income represents the full sale proceeds of £2,221,535 for the total holding.

There were no non audit fees paid during the year (2023: £nil).

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

Their aggregate remuneration comprised:

There are no retirement benefits accruing to the directors under money purchase schemes or defined benefit schemes, or that exercised any share options as there are none.

No profit and loss account is presented for Tractable Ltd, the Company, as permitted by section 408(3) of the Companies Act 2006. The result after taxation of the Company for the year ended 31 December 2024 was a loss of £11,442,852 (2023: £20,285,392).

The loss for the year includes an amount of £1,428,233 for the Thailand Sales Representative office, of which £1,208,838 relates to prior years that had not been expensed as required in the Company. As the directors do not consider the effect on the prior period financial statements to be material, this has been corrected in the current period.

The actual credit 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:

Factors that may affect future tax charges

Following the substantive enactment of the Finance Act 2021, effective 1 April 2023 the applicable corporation tax rate is now 25% (for companies with profits over £250,000) and continues to be 19% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate. As a result, deferred tax has been calculated at 25% (2023: 25%).

The Group has fixed and floating charges on its assets relating to its Revolving Credit Facility.

Details of the Company's subsidiaries at 31 December 2024 are as follows:

Tractable Ltd. hold a representative office in Thailand and its registered office is 88 The Parq Building, 78th Floor, Ratchadaphisek Road, Klongtoey Sub-district, Klongtoey District, Bangkok, 10110.

During the year, the investment in Tractable GmbH was written down in full due to the decision to liquidate the entity.

Included within other debtors is an amount of £2.3m (2023: £3.7m) relating to the R&D Tax Credit receivable from HMRC in 2024.

The following are the major deferred tax liabilities and assets recognised by the Group and Company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. As at 31 December 2024 the total amount of pension payable was £93,395 (2023: £126,964).        

During the prior year, 2,850,000 ordinary shares of £0.01 nominal value were issued for the amount of £14,139,000, giving rise to £14,110,500 of share premium.

The ordinary shares have attached to them full voting and dividend rights. They do not confer any rights of redemption. On a return of capital, if the pro rata amount payable to each holder of A ordinary shares would equal less than the issue price of the A ordinary shares, the A ordinary shares shall rank ahead of the ordinary shares with respect to a distribution of capital (including on winding up).

The A ordinary shares have attached to them full voting and dividend rights. They do not confer any rights of redemption. On a return of capital (including winding up) the amount payable in respect of each A ordinary share shall be an amount per A ordinary share held equal to the higher of (A) the aggregate issue price for each A ordinary share held (provided that if there are insufficient surplus assets to pay the amounts per A ordinary share equal to the issue price, the remaining surplus assets shall be distributed to each holder of A ordinary shares pro rata to their respective holding of A ordinary shares) and (B) the pro rata share of such assets or proceeds to which each holder of A ordinary shares is entitled to according to the number of A ordinary shares held by him.

Share premium represents the amount of money that a Company receives for its shares over and above their nominal value.

Other reserves

Other reserves represent the currency translation difference on foreign currency net investments.

Profit and loss account

Profit and loss account represents cumulative profit's and losses net of dividends paid and other adjustments.

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

In accordance with FRS 102 Section 33, the Company has not disclosed any related party transactions between wholly owned entities within the Group.

The Group held an intercompany creditor with Tractable Inc (the immediate Parent Company) of £12,385,162 at 31 December, 2024 (2023: £4,068,598). In the prior year, the Company issued ordinary shares for the amount of £14,139,000 to its parent entity Tractable Inc.

Other operating expenses of £818,088 (2023: £336,960) was also recognised by the Group in relation to intercompany transactions with Tractable Inc (the immediate Parent Company).

As part of the Group’s strategic focus on automotive industry, the Group has decided to sell its property business in Japan. The property product forms a relatively small proportion of the overall Group's business, accounting for <10% of the Groups overall revenues. The sale process was initiated shortly after the year end and concluded in Q3 2025.

There is no ultimate controlling party.

Tractable Ltd. is a subsidiary undertaking of Tractable Inc.

The largest group in which the results of the Company and its group are consolidated is that headed by Tractable Inc, a company incorporated in the United States and registered at 1209 Orange Street, Wilmington, New Castle, Delaware 19801. The smallest group in which they are consolidated is that headed by the Company. The consolidated financial statements of these groups are not available to the public.