The directors present the strategic report for the year ended 31 December 2024.
This Strategic Report provides a review of the business for the financial year and describes how risks are managed.
The report outlines the developments and performance of the group during the financial year, the position at the end of the year and discusses the main trends and factors that could affect the future. Key performance indicators are provided to show the performance and position of the group.
These financial statements are presented in US$.
The company’s principal activity during the year was that of acting as a holding vehicle through which investments are held and made.
The company's activities primarily consist of seeking and executing investment opportunities as they arise, monitoring investment performance and managing its investments.
The group's principal trading activities are providing IT related services which continue to perform well.
The directors are satisfied with the results for the year and the position at the year end.
A principal risk of the group lies in its concentration of exposure to US$ denominated investments and trading activity.
To mitigate against this risk, the Company engages in planning and analysis to quantify the impact of any adverse performance, which in turn informs management decision making accordingly.
The group is subject to a number of risks similar to other companies in a comparable stage of development and/or industry, including the need for continued growth in the demand for the group’s products and services, reliance on key personnel, competition from other companies with greater financial, technical and marketing resources, risks around the evolving legislative and regulatory proposals concerning privacy and data protection, third party data provided from licensing agreements, and the risks relating to the ability to secure additional financing as needed.
The group generated turnover of $57,631,034 (2023: $53,381,199) and profit before tax of $25,889,703 (2023: $22,739,598) in the year.
The group continues to effectively manage its current investments and seek investment opportunities to ensure the ongoing prosperity of the business.
The directors are mindful of the long-term implications of the group's operating decisions as they have a bearing on the welfare of its staff, its suppliers, its customers and the environment. The group aims to conduct its business by observing high standards of business and ethical conduct in its dealings with its clients, its employees and vendors and treats different constituents it interfaces with integrity, the hallmark of successful enterprises.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
See the strategic report for details of future developments and risk management.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Ordinary dividends during the year to 31 December 2024 were paid amounting to $4,846,618 (2023: $nil). The directors do not recommend payment of a further dividend.
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Substantially all of the group’s activities occur in subsidiaries that are not obliged to report on energy and carbon information and accordingly no information is presented in these financial statements. The group remains committed to minimising the energy and carbon foot print of the business, where considered appropriate, through management of working practises, premises and delivery and supply chains.
We have audited the financial statements of Gembellicus Holdings 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).
Basis for 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
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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.
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 $33,345,801 (2023: $1,939,855).
Gembellicus Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6th Floor, 9 Appold Street, London, EC2A 2AP.
The group consists of Gembellicus Holdings Limited and 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 dollars, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest US dollar.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Gembellicus Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
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 company has adequate resources 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.
The group's principal investment continues to trade strongly and the group retains substantial cash reserves. Accordingly the the directors consider the going concern basis for the preparation of the financial statements remains appropriate.
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.
The group’s direct-to-consumer revenues are derived from customer subscriptions and transactional purchases of the group’s database of information which includes contact details, mobile numbers, bankruptcy history, criminal records, eviction reports, court records, and other information. The group offers monthly, quarterly, and annual subscriptions. Customers access the group’s products and services offerings through the group’s websites and third-party mobile applications. The group recognises revenues from subscription services ratably, on a straight-line basis, over the term of the subscription period. Certain direct-to-consumer revenues are recorded at a point in time when the reports are provided to the customer. The group recognises revenue earned through mobile applications on a gross basis, as the group is primarily responsible for fulfilling performance to the customer. The group records a liability for potential future refunds, which is estimated based on historical trends and recorded as a reduction of revenue. The refund reserve balance was $389,695 and $366,000 as of December 31, 2024 and 2023, respectively.
The group also generates advertising revenue primarily through the placement of advertisements (ads) on its websites under per-transaction agreements. The group recognises revenue over time as the ads are delivered to the customer. The group recognises advertising revenue on a gross basis because the group is the primary obligor responsible for fulfilling advertising delivery.
The company capitalizes payroll and related costs that are directly attributable to the design, coding, and testing of the company’s software developed for internal use. Costs related to internally developed software are capitalized and included in equipment, furniture, and software on the consolidated balance sheets. Depreciation is computed using the straight-line method over a three-year estimated useful life.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities 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 and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The groups US subsidiaries file US federal and certain US state and local income tax returns. The group maintains a reserve for uncertain tax positions for state income tax matters, which is net of federal benefits and includes interest and penalties. The total reserve for uncertain tax positions is classified under long-term liabilities and interest and penalties are recognised in income tax expense. Interest and penalties related to uncertain tax positions were $30,688 and $40,124 for the years ended December 31, 2024 and 2023, respectively.
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, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
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 current value method. 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.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
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 except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than US dollar 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 group uses estimates in determining provisions for customer refunds, uncollectible trade debtors, useful lives for equipment, furniture, and software, valuation and useful lives of intangible assets, valuation of goodwill, valuation of deferred tax assets, and assumptions used in calculating stock-based compensation.
The company uses estimates in determining provisions against the carrying value of investments.
In the normal course of business, various legal claims and other contingent matters may arise due to the products and services provided. Due to the uncertainties inherent in litigation, the group cannot predict the outcome of each claim in each instance. The group will record a liability if it believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. The group has insurance cover in place should such claims arise.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Investment income includes the following:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The groups US subsidiaries file U.S. federal and certain U.S. state and local income tax returns. The group maintains a reserve for uncertain tax positions for state income tax matters, which is net of federal benefits and includes interest and penalties. The total reserve for uncertain tax positions is classified under long-term liabilities and interest and penalties are recognised in income tax expense. Interest and penalties related to uncertain tax positions were $30,688 and $40,124 for the years ended December 31, 2024 and 2023, respectively.
Details of the company's subsidiaries at 31 December 2024 are as follows:
The results and balances of the subsidiaries have been included in the financial statements.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Items that account for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes for the years ended December 31 are as follows:
The US Tax Cuts and Jobs Act contained a provision which requires the capitalisation of Section 174 costs incurred in years beginning on or after January 1, 2022. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique. The groups US subsidiaries have included the impact of this provision, which results in a deferred tax asset of approximately $2.5 million and $1.9m for the years ended December 31, 2024 and 2023 respectively.
The options outstanding at 31 December 2024 had an exercise price ranging $1.36 to $1.42.
The group operates a share options plan for certain employees in the stock of one of its US trading subsidiaries. The weighted-average grant date fair value of options granted during the year ended 31 December 2024, was $nil. As of 31 December 2024, there was $42,409 of unrecognised stock compensation expense related to nonvested awards, which is expected to be recognized over a weighted average period of 1.81 years.
As at 31 December 2024 the remaining weighted average remaining contractual life for the options was 6.01 years (2023: 7.05)
A merger reserve of $100,131,276 (2023: $100,301,258) arose through the acquisition of the subsidiary included within these consolidated financial statements.
In the normal course of business, various legal claims and other contingent matters may arise due to the products and services provided. In 2024, four claims were filed against the group with two dismissed in 2025. Due to the uncertainties inherent in litigation, the group cannot predict the outcome of each claim in each instance. The group will record a liability if the group believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. No liability has been recorded at December 31, 2024 and 2023.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
In December 2020, the group entered into a lease agreement for office space under a non-cancellable operating lease for a period of 36 months expiring in November 2023. In March 2023, the Company negotiated a lower price for the renewal period and extended the lease for an additional 24 months beginning in December 2023. The renewed lease (March 2023 lease renewal) expires on November 30, 2025.
In January 2025, the group amended the March 2023 lease renewal to extend the term for an additional 3 years beginning December 2025.
The groups trading subsidiaries have data license and reseller agreements for a non-exclusive limited right and license for a proprietary database of publicly available information on consumers with a certain provider. Under the reseller agreement, the Company pays a monthly fee which is subject to a 2.5% annual increase. In addition to the monthly fee, there is a revenue share which is paid annually and was recorded within direct cost of revenues on the consolidated statements of income. The Company also has a license agreement with this same provider, which provides the Company with additional data elements. The Company pays a quarterly fee of $150,000. The agreements auto renew for one-year terms concurrently. Total expense under these agreements was $1.8 million and $1.7 million for the years ended December 31, 2024 and 2023, respectively.
Other contractual obligations relate to minimum contractual payments due to outside service providers which includes a cloud-based service agreement. The most significant commitment included in other contractual obligations is a three-year cloud-based service agreement with a contract date of June 2022 and expiring in June 2025. The remaining spend amount required under the commitment is $934,000 for 2025.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The company received dividends of $31,154,979 in 2024 and $nil in 2023 from its subsidiary undertakings.