The directors present the strategic report for the year ended 31 December 2024.

FY 2024 was another year of double-digit growth for Cappfinity, as we continued to make strong progress against our plans for the Cappfinity Platform to deliver talent lifecycle management, incorporating talent acquisition and talent management. The company concluded the year with revenue of £18.4m (up 10%), while our continued technology investment meant that we recorded a significantly reduced operating loss of £0.18m, while being profitable for the year for the core UK business. This technology investment leaves the company well-placed to accelerate growth through 2025 and beyond, as these new technology platform capabilities come to fruition and achieve increasing market penetration.

Cappfinity Platform

Technology investment was deployed in the priority areas of the Cappfinity Platform, including the build-out of our platform capabilities for talent acquisition (including new assessment types, scoring modules, neurodiversity features and AI capabilities).

We have also continued to build out the capability set of the Cappfinity Skills Suite®, with new skills frameworks developed and integrated, and skills analytics benchmark and comparison reporting for performance data – all areas where Cappfinity has approaching two decades of data, experience, and capability.

These new capabilities and improved experiences continue to deliver growth in annual recurring revenue through technology and SaaS licensing and we continue to demonstrate very strong retention rates. This underpins our primary business model of SaaS enablement and SaaS licensing, which serves the needs of our markets, enterprise clients, and talent technology buyers.

The principal risks and uncertainties faced by the company at the end of 2024 are as follows, many of which are consistent with previous years:

• The rate of inflation, the trajectory for interest rates, and the broader economic outlook is leading to some unknowns and uncertainties that inevitably create risk in the future outlook for all companies, including Cappfinity.

• This economic uncertainty has increased through the trade policy actions of the US administration. At the time of writing, this remains a significant uncertainty factor driving delayed decision making in investment and hiring across our markets.

• A major information security breach or technology issue is one of our most salient risks, managed through appropriate information security protocols including our compliance with accreditations for ISO 27001 and Cyber Essentials Plus, as well as regular client audits.

• Ensuring the further successful delivery and broader commercial realisation of the Cappfinity platform for talent lifecycle management, our major strategic initiative, and the focus of our growth equity investment.

• Navigating the changing balance of revenue recognition as we accelerate the growth of our SaaS revenues, while also recognising that this shift over time may lead to a reduction in revenue recognition for more immediate services delivery.

The Group operates a regular review of its KPIs to track the performance of the business against plan and this is reported to the Board on a monthly basis. Key KPIs include the level of bookings delivered, revenue growth, EBIT, product mix, and cash position against plan. As noted above, Cappfinity delivered a solid performance in 2024:

• Total bookings were £19.48m, an increase of 5% on 2023, in a tight economic climate. Solid bookings throughout the year delivered both strong financial results and a good opening order book for 2025.

• Revenue grew by 10% to £18.4m due to strong delivery of customer projects and strong customer retention.

• Losses were significantly reduced to £0.18m for the Group overall, with the core UK business being profitable for the year.

• As a result of its performance in 2024 the Group further increased its strong cash position, with £9.26m in cash at year end.

Our healthy cash position (£9.26m), together with our forward order book (£5.7m), strong SaaS run rate (£9.7m), excellent customer renewals and retention, long term contracts, and return to underlying profitability for the core UK business, all serve to underpin our growth plans and forward investments, as well as providing a contingency against the principal risks and uncertainties noted above.

We commence FY 2025 with a healthy pipeline that will convert into strong bookings and revenue performance for the early part of FY 2025 and beyond. Our balance of customer engagements across talent management and talent acquisition, our growth in technology products and features sets across both these markets, and our spread of customers – by sector, by geography, and by product set – all serve to underpin our future growth acceleration while simultaneously mitigating the risks of downturn in any particular area.

On behalf of the board

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

The principal activity of the group continued to be that of HR technology in relation to technology-enabled services and services-enabled SaaS across the areas of talent recruitment, development and internal mobility.

Information in relation to risks and uncertainties facing the group has been included in the Strategic Report rather than the Directors' Report.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were 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 group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees through engagement surveys and at Town Hall and management meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through monthly Company Updates, CEO MEMOs, 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 group's performance.

There is a widely adopted employee share scheme in place and which has been in operation for a number of years as a means of further encouraging the involvement of employees in the company's performance.

In accordance with the company's articles, a resolution proposing that Spencer Gardner Dickins (Audit Services) Limited be reappointed as auditor of the group will be put at a General Meeting.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

• select suitable accounting policies and then apply them consistently;

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

• 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 group and company will continue in business.

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

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of review of performance and future developments.

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 auditor of the company 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 auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Cappfinity Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 group's and 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 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 group and parent 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' 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 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the 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 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.

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

• Enquiring of management and those charged with governance around actual and potential litigation and claims;

• Enquiring of entity staff to identify any instances of non-compliance with laws and regulations;

• Reviewing minutes of meetings of those charged with governance;

• We performed testing on the financial statement disclosures to supporting documentation, performing substantive testing on account balances which were considered to be a greater risk of susceptibility to fraud and to assess compliance with applicable laws and regulations.

• Performing audit work over the risk of management 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 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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £420,487 (2023 - £918,139 loss).

Cappfinity Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2230 - 2235 Regents Court, The Crescent, Birmingham Business Park, Birmingham, B37 7YE.

The group consists of Cappfinity Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 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 company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

The company has taken advantage of the exemption from the requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17 on the basis that it is a qualifying entity and that the results of the company are included in the group statement of cash flows.

The consolidated financial statements incorporate those of Cappfinity Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 December 2024.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The Group continues to deliver solid levels of growth resulting in an increase in turnover when compared to the prior year by 10%. Close control of overheads has significantly reduced losses and the Group maintains a very healthy cash balance of £9.3m at the year end and the business is forecasting to move into profitability in 2025. The directors are therefore confident that the Group has adequate resources and working capital to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs and also with reference to management estimates of work completed but not billed and work billed but not completed. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Research expenditure is written off against profits in the year in which it is incurred.

Goodwill represents the excess of the cost of acquisition of a customer base and patents over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is five years.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible 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).

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

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 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 group’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 if, and only if, there is 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.

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

The company operates an employee benefit trust "EBT" and has de facto control of the shares held by the trust and bears their benefits and risks. The group and company records assets and liabilities of the trust as its own. Consideration paid by the EBT scheme for shares of the company is deducted from equity. Finance costs and administrative expenses incurred by the company in relation to the EBT are recognised on an accruals basis.

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

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the EV/EBITDA model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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 following judgements, estimates and assumptions which have had the most significant effect on amounts recognised in the financial statements and which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits.

In recognising accrued income in the financial statements management estimate work completed but not billed to the client. In recognising deferred income in the financial statements management estimate work billed to the client but not completed. These estimates are based on stage of completion of project contracts, project knowledge and professional judgement.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

This point does not impact on the group's balance sheet but is relevant to the the parent's balance sheet on page 10. Included within debtors (see note 14 to the accounts) are balances owed from fellow subsidiaries. Of the total balance owing c £3.5m is owing from the US subsidiary. At the balance sheet date the US subsidiary's accounts show a negative balance sheet which may indicate that this debtor is unrecoverable. However, following a restructuring of the US entity the directors are expecting it to be significantly profitable in future years. Cash flow projections from the directors have indicated that the discounted future cash flows from the US entity to the UK entity will be in excess of any balances owed at the balance sheet date. As a result no provision has been made against the monies owing.

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

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2023 - 5).

The actual charge/(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:

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

Registered office addresses:

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.

Included in the options outstanding at 31 December 2024, are 9,969 share options with an exercise price of £5.89, and a remaining contractual life of 2.5 years.

4,857 options have an exercise price of £175, and a remaining contractual life of 4.5 years.

2,604 options have an exercise price of £175, and a remaining contractual life of 5.5 years.

1,319 options have an exercise price of $227.50 (£168.60), and a remaining contractual life of 6 years.

781 options have an exercise price of £175 and a remaining contractual life of 6.75 years.

3,930 options have an exercise price of £175 and a remaining contractual life of 9 years.

650 options have an exercise price of £17.71 and a remaining contractual life of 9 years.

100 options have an exercise price of £49.75 and a remaining contractual life of 9 years.

123 options have an exercise price of £64.99 and a remaining contractual life of 9 years.

Shares granted

In July 2019, 6,000 share options were granted with a weighted average exercise price of £175, via an Enterprise Management Incentive scheme.

In April 2020, 2,604 share options were granted with a weighted average exercise price of £175, via an unapproved share incentive scheme.

In December 2020, 1,319 share options were granted with a weighted average exercise price of $227.50 (£168.60), via a share incentive scheme for US employees.

In September 2021, 781 share options were granted with a weighted average exercise price of £175, via a share incentive scheme for Australian employees.

In December 2023, 4,053 share options were granted with a weighted average exercise price of £125.93 via an Enterprise Management Incentive Scheme.

In December 2024, 750 share options were granted with a weighted average exercise price of £175 via an Enterprise Management Incentive Scheme.

Shares forfeited

In September 2019, 1,143 share options with a weighted average exercise price of £175 were forfeited.

Share options are available to certain employees. During the year, the company recognised total share-based payment expenses of £nil (2023 - £nil) which related to equity settled share based payment transactions.

All of the company's shares carry equal rights to income. The company's Ordinary A, B and C shares carry equal voting rights and rights to capital on winding up. The company's Redeemable D preferred shares carry voting rights and rights to capital as specified in the company's Articles of Association.

The Redeemable D preferred shares are redeemable after 6 March 2024 at the discretion of the holder of the majority of D preferred shares and require a two year notice period.

The share premium reserve represents the excess of consideration received for the company's share capital over and above their nominal value less any costs of issuing those shares.

Profit and loss reserves represent the retained profit of the group since its inception.

Other reserves represents shares that the Capp & Co Ltd Employee Benefit Trust holds in Cappfinity Limited.

On 22 September 2023 HSBC raised a fixed and floating charge at Companies House over the assets of the company in relation to guaranteeing a bond issued to an overseas customer.

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:

The remuneration of key management personnel is as follows.

During the year the group entered into the following transactions with related parties:

The company has taken advantage of the exemption under the terms of FRS102 not to disclose related party transactions with wholly owned subsidiaries within the group.

The parent company of the group is a sponsoring entity for the intermediary CAPP & Co Ltd Employee Benefit Trust. The assets and liabilities of the intermediary are presented within the results of the sponsoring entity and any transactions between both entities have been voided for the purpose of the financial statements. Both entities share the same finance team.

The inclusion of the intermediary has resulted in the following adjustments to the group and company figures:

- £72,793 decrease in profit and loss reserves

- £1,272,675 decrease in debtors

- £449,925 decrease in other reserves

- £768,579 increase in cash

- £18,622 profit for the year