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

Principle activities

Accurate Background UK Limited (“Accurate UK Ltd.”) is a wholly owned subsidiary of Accurate Background Holdings, LLC (“Accurate Background”), a background screening company incorporated in the United States of America. Accurate UK Ltd. continues to provide support services for Accurate Background and is the holding company for Vero Screening Ltd. (“Vero Screening”) and VerifyNow Pty. Ltd. (“VerifyNow”).

The operating results and account balances for Accurate UK Ltd. primarily consist of the business operations for Vero Screening and VerifyNow which were business acquisitions for the Company with the objective of expanding services within EMEA and APAC regions for US multi-national clients. Accurate UK Ltd continues to generate revenue from intercompany support services provided to its parent company Accurate Background. These revenues and related expenses, however, are not considered significant to overall consolidated balances and results for Accurate UK Ltd. Consistent with prior years, the key performance indicators (“KPIs”) for Accurate UK Ltd. and its parent Accurate Background are as follows: revenues, gross margin and EBITDA.

Business growth within the UK has been impacted by recent fiscal policy changes introduced after the July election. In an effort to avoid passing increased employer costs on to clients, the company continues to be carefully focused on efficiently utilizing headcount resources.

The UK market has faced heightened volatility, resulting in reduced recruitment activity, particularly as several sectors have paused hiring following the Chancellor’s autumn statement, which encompassed increases in pay and taxes. Some clients have also chosen to transfer certain functions to their non-UK parent company, relocating their screening activities and related spending outside the UK.

In response to economic growth uncertainty, the group prioritised operational improvements such as systems automation, platform connectivity and eliminating redundancies. In addition, the group globalized its workforce with certain support services now performed offshore. Lastly, the procurement team strengthened partnerships throughout its vendor network to mitigate concentration risk, to reduce delivery cost and to improve client services.

During the first quarter of 2024, the remaining founders for Vero Screening transitioned out of active roles with their responsibilities assumed by seasoned executives. The UK leadership team remains committed to driving the ongoing success of the group.

The Directors have identified the following keys risks or uncertainties facing in the upcoming year:

• UK economic growth may continue to be stagnant which may result in a decline in the recruitment market in which the Company operates. The Company provides background screening services to its clients in placing candidates with employers.

• The Autumn 2025 budget may lead to tax increases and place additional financial pressure on UK business. In response, UK businesses may defer on increasing employee headcount and therefore not require background screening services.

• The technological investment in a new platform for VerifyNow may not attract new enterprise clients in the APAC market. If the new platform is slow to onboard new clients, the Company may continue to experience operating losses from non-cash amortization expense.

• Cyber-threats are an ever-present concern, and the company remains focused on appropriate investments in global infrastructure and expertise.

The directors believe that the business transformation which began in 2023 and continued throughout 2024 have positioned the group to benefit from economic rebound across its current client base and new clients onboarded during 2024.

Section 172(1) of the Companies Act 2006 requires directors to act in a way they consider, in good faith, would most likely promote the success of the group for the benefit of its members as a whole, while having regard to the matters set out in sections 172(1)(a)-(f) of the Companies Act 2006. In discharging our duties under Section 172, we act as directors of the group and ensure that we take these factors into consideration in our decision-making processes.

In addition to the factors outlined in Section 172, we consider other matters that are relevant to each specific decision, including the long-term viability of the group, its cash flow and financing requirements, the need for strategic investment, and the interests and expectations of our shareholders. By aligning our decisions with the group’s purpose, vision, and values, as well as our strategic priorities, we aim to ensure that our actions are consistent and always made in the best interests of the group.

The board delegates the day-to-day management of the group to the executive team while remaining engaged in setting, approving, and overseeing the execution of business strategy and related policies. Key areas such as human resources, health and safety, financial performance, operational performance, and legal and regulatory compliance are reviewed regularly at management meetings. The executive team provides the board with regular updates on operations, key risks, and matters relating to stakeholders through presentations and reports circulated ahead of board meetings.

The board carefully considers and, where appropriate, approves the group's activities via board meetings or written resolutions. As part of the board process, directors receive comprehensive materials, verbal briefings, and additional information from executives to support informed decision-making. Where necessary, independent professional advice is sought to ensure the directors have full access to the relevant information required to discharge their duties under Section 172.

The group’s key stakeholders include its employees, customers, suppliers, and other subsidiary undertakings. The views and impact of our actions on these stakeholders are carefully considered in the decision-making process. We are committed to fostering a positive and inclusive workplace for all employees. By engaging with and supporting our employees, we aim to build a culture that enhances their well-being and contributes to the long-term success of the group.

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 company and group continued to be that of business support services and employee background screening.

The results for the year are set out on page 9.

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:

The auditor, Sumer Audit, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The group’s energy consumption is limited to electricity used for powering office monitors, servers, appliances, air conditioning units and general utilities. There are no other forms of energy consumption within the scope of this report.

• Total Electricity Consumption: 106,327 kWh (2023: 128,985 kWH)

• Proportion of UK Consumption: 100%

Methodology

The following methodology was used in the preparation of this report:

• Energy Consumption Data: Electricity usage was calculated based on actual meter readings provided by our energy supplier.

• Emission Conversion Factors: UK Government GHG Conversion Factors for Company Reporting (2024) were used to convert electricity consumption into tCO2e.

• Intensity Ratio Calculation: The intensity ratio is calculated by dividing the total Scope 2 emissions by the number of full-time equivalent employees (FTE).

Greenhouse Gas Emissions (GHG)

The group’s emissions are solely related to electricity use (Scope 2), as there are no direct emissions from fuel combustion or other sources.

Total Scope 2 Emissions (Electricity): 22.02 tCO2e (2023: 26.71 tCO2e)

Intensity Ratio

To reflect the energy efficiency of the group relative to its operational size, the following intensity ratio has been calculated 0.1 tCO2e/FTE (2023: 0.1 tCO2e/FTE)

Energy Efficiency Measures

The group have implemented the following energy efficiency initiatives:

• Regular monitoring of energy consumption

• Use of energy-efficient appliances and LED lighting

The group remains committed to exploring further energy-saving opportunities in the future.

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 principal risks and uncertainties, future developments and principal activities.

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.

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.

We have audited the financial statements of Accurate Background UK 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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

• Obtaining an understanding of the legal and regulatory framework that the group operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;

• Obtaining an understanding of the group’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and

• Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the group and company and our sector-specific experience.

As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, employment law, compliance with the UK Companies Act.

In addition to the above, our procedures to respond to risks identified included the following:

• Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;

• Reviewing minutes of meetings of the board and senior management;

• Challenging assumptions and judgements made by management in their significant accounting estimates; and

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

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 £2,301,448 (2023 - £1,046,590 profit).

Accurate Background UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c/o Legalinx Limited, Tallis Street, Temple, London, EC4Y 0AB.

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 £1.

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 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

These group financial statements consolidate the financial statements of Accurate Background UK Limited and its subsidiary undertakings for the year ended 31 December 2024.

Subsidiaries are consolidated from the date of their acquisition, being the date on which the group obtains control and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities.

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.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the group’s principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. 

The directors consider the going concern basis appropriate despite the negative reserves. The company and group meets its working capital requirements by way of support from its parent company. The parent company has confirmed that it will continue to support the company and group so that it will settle liabilities as they fall due for a period of at least 12 months from the date of signing the financial statements. The directors believe future forecasts, together with parent company support are satisfactory to ensure the going concern basis of accounting is appropriate.

Based on these assessments and having regard to the resources available to the group, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for 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.

Goodwill represents the excess of the cost of acquisition of a business 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 10 years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

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 are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

The 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.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

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

The group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and loans from related parties.

Debt instruments like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method; Debt instruments that are payable or receivable within one year are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity. Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

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.

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.

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

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

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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 (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Goodwill is recognised at cost less amortisation accumulated impairment losses. Management conduct an annual evaluation to determine whether indicators of impairment exist in respect of goodwill through various measures such as reviewing; macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and other relevant events. If indicators of impairment exist, management calculate and recognise impairment on goodwill where appropriate.

Management have concluded that the results of the review determined that no indicators of impairment exist and have therefore not recorded an impairment to goodwill in the current or previous year.

The exceptional costs of £nil (2023 - £631,188) relate to the transition costs in transferring a significant part of the business from the UK to India. This included additional salary costs, and retention costs in order to recruit and train the new Indian employees as well as all the associated costs of travel to and from India during this time for those employees involved in the transition.

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

Their aggregate remuneration comprised:

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

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

Note 1: Princes House, Queens Road, Brighton, East Sussex, United Kingdom, BN1 3XB.

Note 2: Level 1, 11 Fitzroy Street, Forrest ACT, Australia, 2603.

Note 3: 111 Somerset Road, #08-10A, 111 Somerset Singapore 238164.

Amounts owed to the parent company have no terms and are therefore interest free and repayable on demand. Whilst the classification as a current liability reflects the contractual nature of the loan, the parent company does not seek repayment of these loans until the group is financially able to do so.

There is a fixed and floating charge over all assets of the group held by the company's bankers.

Finance lease payments represent rentals payable by the company or group for certain items of fixtures and fittings. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

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

The directors have considered the deferred tax assets and liabilities notes above and concluded that it is not possible to state the estimated assets and liabilities which will reverse within the next 12 months. This is due to the level of reversal being dependant on events which are not yet known.

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.

The company has one class of ordinary shares which carries one vote, and full rights to dividends and capital distribution, including on winding up.

A capital contribution has been recognised in respect of a loan received from the parent company during a prior year. The parent company has waived the requirement for the company to repay the loan. As such, the company has treated this as a capital contribution by the parent company and recognised the outstanding amount directly into equity within retained earnings.

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 immediate parent undertaking is Accurate Background LLC, a company incorporated and registered in California.

The ultimate parent undertaking is Accurate Background Holdings LLC, a company incorporated and registered in California. The registered office is 7515 Irvine Center Drive, Irvine, CA, 92618.