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Registered number: 11190554
WORKFUSION UK LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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WORKFUSION UK LIMITED
REGISTERED NUMBER: 11190554
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2025.
The notes on pages 4 to 11 form part of these financial statements.
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WORKFUSION UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Share option expense for the period
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The notes on pages 4 to 11 form part of these financial statements.
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WORKFUSION UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Total comprehensive income for the year
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Transfer to/from profit and loss account
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Transfer between other reserves
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Share option expense for the period
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The notes on pages 4 to 11 form part of these financial statements.
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WORKFUSION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is a private company limited by shares and is registered in England and Wales. The Company's registered number is 11190554. The address of the registered office is Elizabeth House, 13-19 London Road, Newbury, Berkshire, RG14 1JL.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The financial statements are prepared on a going concern basis.
The Company meets its day to day working capital requirements through the support of its parent company, WorkFusion, Inc. WorkFusion, Inc. has experienced net losses since inception, but a cost reduction exercise in 2024 and new strategic relationship in 2023 has positively impacted its cash position. The management of WorkFusion, Inc. anticipate that these changes, along with additional debt raised in the near future, and the ongoing support from its largest stakeholder, will allow the entity to continue with its strategic and operational plans.
The directors of WorkFusion UK Limited therefore have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future, and for at least 12 months from the date of approval of these financial statements. As a result, the Company continues to adopt the going concern basis of accounting in preparing the financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
In the year ended 31 December 2021 and earlier periods, the accounts were presented in USD..
Transactions and balances
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.
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WORKFUSION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:
The Company provides support and marketing services to the parent company. All the costs incurred by the Company are recharged to the parent company at an agreed mark-up which has been assessed as being at an arms length basis.
Interest income is recognised in profit or loss using the effective interest method.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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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 reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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 reporting date.
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WORKFUSION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Depreciation is provided on the following basis:
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.
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.
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Cash and cash equivalents
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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.
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.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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WORKFUSION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Cost of defined contribution scheme
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The average monthly number of employees, including directors, during the year was 5 (2023 - 6).
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WORKFUSION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts owed by group undertakings
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Called up share capital not paid
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Charged to profit or loss
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WORKFUSION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
8.Deferred taxation (continued)
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The deferred tax asset is made up as follows:
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Tax losses carried forward
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WORKFUSION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Options under the Plan are generally granted for a period of up to 10 years and vesting generally occurs over four years. The grant-date fair value of the awards granted under the Plan is recognised using the Black-Scholes model. The ranges of assumptions used in the Black-Scholes option-pricing valuation model for options granted during the year ended 31 December 2024, can be seen below:
Expected stock price volatility was calculated based on the weighted-average of historical information of similar public entities. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life assumption. The expected term represents the period that options are expected to be outstanding. For option grants that are considered to be "plain vanilla", the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. WorkFusion, Inc. has not paid and does not anticipate paying cash dividends; therefore, the expected dividend rate was assumed to be 0%.
During the year ended 31 December 2024, the Parent granted options over 40,000 (2023: 20,000) ordinary shares to 1 (2023:1) employee at a fixed exercise price of $1.64 per share. These share options represent around 0.04% of the share capital of the ultimate parent company and exercisable, wholly or in part, in accordance with the terms of the agreement.
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the period are as follows:
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Weighted average exercise price ($)
2024
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Weighted average exercise price ($)
2023
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Outstanding at the beginning of the year
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Cancelled during the year
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Outstanding at the end of the year
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Fair value of underlying common stock
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Expected dividend growth rate
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WORKFUSION UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Employees of the Company are entitled to participate in the 2021 Equity Plan (the "Plan") of WorkFusion, IInc. and receive certain share-based awards issued by Parent in exchange for the services rendered to WorkFusion UK. These awards are treated as an equity-settled share-based payment, as WorkFusion UK does not have any obligation to settle the award. The Company recognizes the expense for the grant-date fair value of the award over the vesting period, with a credit to capital contribution.
In the year ended 31 December 2024, a transfer of Nil (2023: £182,053) was made between capital contribution and the profit and loss account in relation to options previously cancelled, exercised, or expired.
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Allotted, called up and fully paid
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1 (2023 - 1) Ordinary share of £1.00
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The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £12,242 (2023 - £22,535). Contributions totalling £490 (2023 - £4,863) were payable to the fund at the balance sheet date and are included in creditors.
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Related party transactions
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The Company is a 100% subsidiary of WorkFusion, Inc. which is the ultimate controlling party. It therefore utilises the exemption contained in paragraph 3(c) of FRS102 Related Party Disclosures not to disclose any transactions with any entities for which 100% of the voting rights are controlled as part of the group. The address from which the consolidated financial statements of WorkFusion, Inc. can be obtained is detailed in note 14.
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The immediate and ultimate parent company is WorkFusion, Inc. The largest and smallest group in which the Company's results are included is the consolidated accounts of its ultimate parent company, WorkFusion, Inc., whose principal place of business is 1450 Broadway, 21st floor, New York, NY 10018. These consolidated accounts including WorkFusion UK Limited, are available in the United States.
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
The audit report was signed on 26 September 2025 by David Alesbury (Senior statutory auditor) on behalf of Feltons.
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