REGISTERED NUMBER: 07910972 (England and Wales)

Strategic Report, Directors' Report and

Financial Statements for the Year Ended 31 December 2024

for

Kyriba UK Ltd

Page

Company Information

1

Strategic Report

2

Directors' Report

5

Statement of Directors' Responsibilities

7

Independent Auditors' Report

8

Profit and loss account and other comprehensive income

12

Balance Sheet

13

Statement of Changes in Equity

14

Notes to the Financial Statements

15

DIRECTORS:

Mrs M Di Donato

Mr A L Drew

Ms C Hogan

SECRETARY:

Pramex International Ltd

REGISTERED OFFICE:

C/O Pramex Int Ltd 8th Floor South

11 Old Jewry

London

EC2R 8DU

REGISTERED NUMBER:

07910972 (England and Wales)

AUDITORS:

KPMG

Chartered Accountants

1 Stokes Place

St Stephen's Green

Dublin 2

Ireland

D02 DE03

The directors submit their Strategic report of Kyriba UK Ltd ("the Company") for the year ended 31 December 2024. The comparative amounts are for year ended 31 December 2023.

Company overview and future developments

The Company was incorporated on 16 February 2012 as a private Limited company and is a wholly owned subsidiary of Kyriba Corp ("Kyriba"). Headquartered in San Diego, California, Kyriba is a leading provider of liquidity management and financial management solutions. Kyriba also helps finance departments to manage their payments and working capital requirements. The principal activity of the Company is to act as a service provider and software distributor within the UK and certain other EMEA based countries on behalf of Kyriba.

Kyriba serves customers ranging from mid-size organizations to Fortune 500 multinationals with global treasury operations, offering a highly secure Software as a Service ("SaaS") platform with superior banking connectivity and simplified integration to handle the most complex financial situations. More than 1,800 companies, including many multinationals, use Kyriba to streamline their processes, protect them from fraud and cybercrime, and shorten decision cycles with visualization tools. The integrated solutions for treasury and corporate finance offered by Kyriba include:

- Cash and liquidity management solutions;

- Bank Relationship Management for audit trails, bank account tracking, confirmation letters,

document storage, and signatory management;

- Payment Management that enables clients to initiate, approve, and release payments to any of

their banks globally;

- Financial Transactions that enable clients to manage and track a set of financial transactions;

- Risk Management solution which enables users to manage financial, counterparty, liquidity,

and operational risks;

- Trade Solutions modules that enable clients to optimize working capital and support early

payment programs to strategic suppliers;

- KYRIBA Extended Security, which enables users to reduce their organization's exposure to

financial losses through internal and external fraud and user errors;

- KYRIBA Pro, a solution to address the cash and liquidity needs of midmarket organizations; and

- KYRIBA Connectivity solution that provides connectivity for treasury management which includes

bank statement reporting and payments.

The Company and its parent expect to continue to carry on these activities for the foreseeable future.

Business review

The performance of the Company for the financial year is detailed on page 12. Current year trading to date has been in line with the Board's expectations. The Company generated revenue of £35.70 million (2023: £27.77 million) an increase of 28% year on year. The increase in turnover can be attributed strong organic growth amongst its customer base during the fiscal period.

Key performance indicators

The key performance indicators relevant to the Company are set out below:

31

31

December

December

2024

2023

Turnover (£' millions)

35.70

27.7

Gross margin (%)

89.0

86.0

Average number of employees (number of employees)

73

57

Cash balance at reporting date (£' millions)

6.0

2.0

Principal risks and uncertainties

The Board has a policy of continuous identification and review of key business risks and uncertainties. It oversees the development of processes to ensure that these risks are managed appropriately, and operational management are delegated with the tasks of implementing these processes and reporting to the Board on their outcomes. The key risks identified by the Board are as follows:

- Cash flow management;

- Product Innovation;

- Turnover management; and

- Impact of Brexit in activity.

Such risks are reviewed by the Board and appropriate processes put in place to monitor and mitigate them.

Financial instruments, risks and management

The Company does not own any complex financial instruments. Its principal financial instruments comprise of bank balances, trade debtors, and trade creditors. The directors have considered financial risk management issues, and are satisfied with the policies that are in place to address these issues.

The Company continuously generates detailed operational and financial information and reports to assist in reacting to and addressing these risks. The Company is continuously developing new products and business sectors to address risks to the existing business and bring opportunity to the Company.

Credit risk

The Company's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of expected credit losses. An allowance for impairment is made where there is an identified loss event which, based on expected future losses, is evidence of a reduction in the recoverability of the cash flows. The Company has no significant concentration of credit risk, with exposure spread over many counterparties and customers.

Liquidity risk

The Company manages short term liquidity according to group policy in order to predict future cash movements and avoid any gap in cash management. This management is review in a weekly basis by accounting cash management team. As parent undertaking Kyriba Corp. has the capacity to support the Company so that it may meet its liabilities, obligations, and commitments at any given time.

Our people, training and employee involvement

The company's success is attributable to our team of skilled, experienced and dedicated management, and support staff. Our short chain of command keeps us close to our employees at all times. Our employees are constantly updated with regard to company activity, performance, training, health and safety, and future prospects. We continue to invest in training and development of our staff so that we retain the recognised skills and experience required to deliver best service to our customers.

ON BEHALF OF THE BOARD:

Mr A L Drew - Director

30 September 2025

The directors submit their report of Kyriba UK Ltd ("the Company") for the year ended 31 December 2024. The comparative amounts are for year ended 31 December 2023.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of The principal activity of the Company is to act as a service provider and software distributor within the UK and certain other EMEA based countries on behalf of its parent undertaking, Kyriba Corp ("Kyriba"). Refer to the Strategic Report for further details.

DIVIDENDS

The results for the year are set out in the profit and loss account and other comprehensive income account on page 12. The directors have not recommended payment of a dividend (2023: £Nil).

GOING CONCERN

The Company had net liabilities of £14.9 million (2023: £19.5 million) at the reporting date. Having made their assessment [including obtaining confirmation of support from the Company's parent], the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Refer to Note 3(b) for further details.

DIRECTORS

The directors who held office during the year ended 31 December 2024 were as follows:

- Mrs M Di Donato

- Ms C Hogan (Appointed 11 March 2024)

- Mr A L Drew (Appointed 25 March 2024)

On 25 March 2024 and 28 March 2024, Jerome Marc Pierre Dominique Vasselle and Remy Dubois resigned as directors of the Company respectively and Claudia Hogan and Adam Lee Drew were appointed as directors of the Company on the 11 March 2024 and 25 March 2024 respectively.

Pramex International Ltd (a corporate body) served as secretary of the Company throughout the period.

No director held an interest in the shares of the Company as at the reporting date or date of approval of the financial statements.

POST BALANCE SHEET EVENTS

There are no events occurring in the post balance sheet event period that require adjustment to or disclosure in these financial statements.

POLITICAL AND CHARITABLE CONTRIBUTIONS

The Company made charitable contributions totalling £2,897 during the year (2023: £nil).

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Details of engagement with stakeholders including suppliers, customers and others in a business relationship with Kyriba and information on how the Directors have had regard to their interests and the effect of that regard on principal decisions taken are provided in the Strategic Report.

RELEVANT AUDIT INFORMATION

The directors believe that they have taken all steps necessary to make themselves aware of any relevant audit information and have established that the Company's statutory auditor is aware of that information. In so far as they are aware, there is no relevant audit information of which the Company's statutory auditor is unaware.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditor is unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

AUDITOR

The auditor, KPMG, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A L Drew - Director

30 September 2025

The Directors are responsible for preparing the Strategic Report and the financial statements in accordance with applicable laws and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company 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 estimates that are reasonable and prudent;

- state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

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

On behalf of the Board

Mr A L Drew

Director

Date:

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Kyriba UK LTD ('the Company') for the year ended 31 December 2024 set out on pages 12 to 30, which comprise the statement of profit or loss, and other comprehensive income, the balance sheet, the statement of changes in equity and related notes, including the summary of significant accounting policies set out in note 3.

The financial reporting framework that has been applied in their preparation is UK Law and UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

In our opinion:

- the financial statements give a true and fair view of the state of the Company's affairs as at

31 December 2024 and of its profit for the year then ended;

- the financial statements have been properly prepared in accordance with FRS 102 The

Financial Reporting Standard applicable in the UK and Republic of Ireland; and

- the financial statements 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 Company in accordance with ethical requirements that are relevant to our audit of financial statements in the UK, including the Financial Reporting Council (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

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

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

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

Conclusions relating to going concern (continued)

Company's ability to continue as a going concern for a period of at least twelve months from the date 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.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee that the Company will continue in operation.

Detecting irregularities including fraud

We identified the areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements and risks of material misstatement due to fraud, using our understanding of the entity's industry, regulatory environment and other external factors and inquiry with the directors. In addition, our risk assessment procedures included: inquiring with the directors as to the Company's policies and procedures regarding compliance with laws and regulations and prevention and detection of fraud; inquiring whether the directors have knowledge of any actual or suspected non-compliance with laws or regulations or alleged fraud; inspecting the Company's regulatory and legal correspondence; and reading Board minutes.

We discussed identified laws and regulations, fraud risk factors and the need to remain alert among the audit team.

The Company is subject to laws and regulations that directly affect the financial statements including companies and financial reporting legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items, including assessing the financial statement disclosures and agreeing them to supporting documentation when necessary.

We assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. As required by auditing standards, we performed procedures to address the risk of management override of controls. On this audit we do not believe there is a fraud risk related to revenue recognition. We did not identify any additional fraud risks.

In response to risk of fraud, we also performed procedures including: identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation; evaluating the business purpose of significant unusual transactions; assessing significant accounting estimates for bias; and assessing the disclosures in the financial statements.

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

Detecting irregularities including fraud (continued)

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

Other information

The directors are responsible for the other information presented in the Annual Report together with the financial statements. The other information comprises the information included in the strategic report and the directors' report. The financial statements and our auditor's report thereon do not comprise part of the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.

Opinions on other matters prescribed by the Companies Act 2006

Based solely on our work on the other information undertaken during the course of the audit:

- we have not identified material misstatements in the directors' report or the strategic report;

- in our opinion, the information given in the directors' report and the strategic report is consistent

with the financial statements;

- in our opinion, the directors' report and the strategic report have been prepared in accordance

with the Companies Act 2006.

Matters on which we are required to report by exception

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

- adequate accounting records have not been kept, or returns adequate for our audit have not

been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

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

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

We have nothing to report in these respects.

Respective responsibilities and restrictions on use

Responsibilities of directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 7, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the 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

Respective responsibilities and restrictions on use (continued)

Responsibilities of directors for the financial statements (continued)

unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud, other irregularities or error, and to issue an opinion in an auditor's report. 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, other irregularities 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.

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

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

Our 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.

Maurice McCann (Senior Statutory Auditor)

for and on behalf of KPMG

Chartered Accountants

1 Stokes Place

St Stephen's Green

Dublin 2

Ireland

D02 DE03

30 September 2025

TURNOVER

5

35,704

27,768

Cost of sales

(3,936

)

(4,059

)

GROSS PROFIT

31,768

23,709

Administrative expenses

(30,069

)

(22,055

)

OPERATING PROFIT

1,699

1,654

Interest receivable and similar income

183

-

Interest payable and similar expenses

7

(781

)

(610

)

PROFIT BEFORE TAXATION

8

1,101

1,044

Tax on profit

9

(22

)

(43

)

PROFIT FOR THE FINANCIAL YEAR

1,079

1,001

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,079

1,001

FIXED ASSETS

Tangible assets

10

107

46

CURRENT ASSETS

Debtors: amounts falling due within one year

11

10,240

8,068

Cash in hand

6,059

2,094

16,299

10,162

CREDITORS

Amounts falling due within one year

12

31,285

29,750

NET CURRENT LIABILITIES

(14,986

)

(19,588

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(14,879

)

(19,542

)

CAPITAL AND RESERVES

Called up share capital

13

1

1

Share premium

3,584

-

Retained deficit

(18,464

)

(19,543

)

SHAREHOLDERS' DEFICIT

(14,879

)

(19,542

)

(14,879

)

(19,542

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

Mr A L Drew - Director

Called up

share

Retained

Share

Total

capital

deficit

premium

equity

£'000

£'000

£'000

£'000

Balance at 1 January 2023

1

(20,544

)

-

(20,543

)

Changes in equity

Profit for the year

-

1,001

-

1,001

Total comprehensive income

-

1,001

-

1,001

Balance at 31 December 2023

1

(19,543

)

-

(19,542

)

Changes in equity

Profit for the year

-

1,079

-

1,079

Total comprehensive income

-

1,079

-

1,079

Issue of share capital

-

-

3,584

3,584

Balance at 31 December 2024

1

(18,464

)

3,584

(14,879

)

1.	GENERAL INFORMATION

Kyriba UK Ltd ("the Company") is a private Company limited by shares, incorporated, domiciled and registered in the United Kingdom. The Company registered number is 07910972. The registered office of the C/O Pramex Int Ltd 8th Floor South, 11 Old Jewry, London, EC2R 8DU. The Company operates as sales and distribution business of Kyriba cloud software services. The immediate parent undertaking is Kyriba Corporation, a company registered in Delaware, USA. The ultimate parent undertaking is Stevenson Aggregator LP, a limited partnership registered in the United States of America.

2.	STATEMENT OF COMPLIANCE

The Company is exempt by virtue of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group.

The financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS102") and the requirements of the Companies Act 2006. The presentation currency of these financial statements is Sterling. All amounts in the financial statements have been rounded to the nearest £1,000.

The Company's ultimate parent undertaking includes the Company in its consolidated financial statements which are prepared in accordance with U.S. GAAP, the availability of which are detailed in Note 16. Given this availability and the deemed equivalence of the accounting frameworks, the Company meets the definition of a 'qualifying entity' under FRS 102 and has therefore applied the following disclosure exemptions:

- Cash Flow Statement and related notes; and

- Key Management Personnel compensation (except those required by the Companies Act, 2006).

As the consolidated financial statements of the ultimate parent undertaking include the disclosures equivalent to those required by FRS 102, the Company has also taken the exemptions available in respect of certain disclosures required by FRS 102.11 Basic Financial Instruments and the disclosure exemption available in respect of FRS 102.26 Share based payments.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The significant accounting policies used in the preparation of the Company's financial statements are set out below. These policies have been consistently applied to all financial periods presented.

(a) Measurement convention

The financial statements have been prepared under the historical cost convention.

ACCOUNTING POLICIES - CONTINUED

(b) Going concern

The Company generated a profit for the year of £1.1 million (2023: £1 million) and had net liabilities of £14.9 million (2023: £19.5 million) at the balance sheet date which include amounts payable to its immediate parent undertaking of £8.7 million (2023: £12.1 million) and deferred revenue of £14.4 million (2023: £13.0 million).

In preparing these financial statements, the directors have reviewed the cash flow forecasts of the Company for a period of at least twelve months from the date of approval of these financial statements and are satisfied that the cash inflows the Company expects to receive will enable it to meet its obligations as they fall due. Additionally, the Company has received a letter of support from its immediate parent undertaking, which promises to provide financial support if required and not to call upon its receivable balance without making additional resources available to the Company.

Given these facts, the directors have a reasonable expectation that the Company will be able to continue in operational existence for at least twelve months from the date of approval of these financial statements and consequently they continue to adopt the going concern basis of accounting in preparing these financial statements.

(c) Foreign currency

The Company's functional and presentation currency is Pound Sterling.

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At the end of each financial period foreign currency monetary items are translated to Sterling using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. When and if incurred foreign exchange gains and losses resulting from the settlement of transactions and from the translation at exchange rates at the end of the financial period of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account within other operating expenses.

(d) Revenue

The Company determines revenue recognition through the following sequential steps:

- Identification of the contract, or contracts with a customer;

- Idenification of the performance obligations within the contract;

- Determination of the transaction price;

- Allocation of the transaction price to the performance obligations in the contract; and

- Recognition of revenues as the Company satisfies a performance obligation.

Revenue is ultimately recognised upon transfer of control of promised services to customers in an amount that reflects the consideration expected to be received in exchange for those products or services. The Company predominantly derives its revenues from two sources:

ACCOUNTING POLICIES - CONTINUED

(d) Revenue - continued

- Subscription revenues are comprised of subscription and usage fees from customers accessing the Company's online treasury management service (collectively, Cloud services) over a subscription term and from customers paying for additional support beyond the standard support included in the basic subscription fees. The Company recognises subscription revenues ratably over the contract term beginning on the commencement date of each contract, which is the date the services are made available to the customers. The Company's contracts with customers typically include a fixed amount of consideration and are generally non-cancellable and without any refund provisions. Customers are typically invoiced annually in advance for subscription services upon execution of the initial contract or subsequent renewal.

- Professional services revenues complement the provision of subscription revenues and entail services such as process mapping, project management, implementation projects and training fees. Professional services are usually billed on a time-and-materials basis or alternatively on a fixed fee basis. Revenues are recognised as the services are rendered.

Contract liabilities consist of deferred revenues. Deferred revenues consist of primarily payments received in advance of revenue recognition from contracts with customers and are recognised as the performance obligations are satisfied. Once the Company's service are available to the customers, the Company records amounts due in accounts receivable and in deferred revenues. Deferred revenues that will be realised during the following twelve-month period are presented as current with the remaining amounts presented as non-current.

Contract assets arise from unbilled services (usually professional services) where the Company's right to bill has been achieved but billing has not yet occurred.

Contract costs are direct and incremental expenses incurred relating to the winning of revenue contracts and include commission payments and third party services costs. Commissions and referral fees earn upon the execution of initial contracts are expenses as incurred in the statement of profit and loss as permitted by the accounting framework.

Occasionally the Company enters into contracts that can include a combination of services (i.e. both subscription and professional services) which are capable of being distinct and accounted for as separate performance obligations. The Company evaluates the terms and conditions included within its customer contracts to ensure appropriate revenue recognition, including whether the services considered distinct should be accounted for separately rather than together. For such contracts with multiple performance obligations, the transaction price is allocated to each separate performance obligation on a relative Standalone Selling Price ("SSP") basis. The Company determines SSP base on the Company's overall pricing objectives, considering market conditions and other factors.

ACCOUNTING POLICIES - CONTINUED

(e) Employee benefits

Short term employee benefits

Short term employee benefits, including wages and salaries, paid holiday arrangements and other similar non-monetary benefits, are recognised as an expense in the financial year in which employees render the related service. The Company operates an annual bonus plan for employees. An expense is recognised in the profit and loss account when the Company has a present legal or constructive obligation to make payments and a reliable estimate of the obligation can be made. 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.

Post-employment benefits

The company operates a defined contribution scheme. Retirement benefit contributions in respect of the scheme for employees are charged to the profit and loss account as they become payable in accordance with the rules of the scheme. The assets are held separately from those of the company in an independently administered fund. Differences between the amounts charged in the profit and loss account and payments made to the retirement benefit scheme are treated as assets or liabilities.

Share based payments

Certain employees of the Company participate in equity arrangements relating to schemes belonging to the immediate parent undertaking. For group equity-settled share-based payment arrangements, the cost is recognised in employee expense with a corresponding increase in the capital contribution. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date, reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. Service and non-market performance conditions are not considered when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company's best estimate of the number of equity instruments that will ultimately vest. When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

Where the Company's ultimate parent grants rights to its equity instruments to the Company's employees, which are accounted for as equity-settled in the consolidated accounts of the parent, the Company accounts for these share-based payments as equity-settled. Where the Company's intermediate or ultimate parent grants cash settled awards to the Company's employees, and the Company has no obligation to settle the award, the Company accounts for these share-based payments as equity settled. In either instance, amounts recharged by the parent are recognised as a recharge liability with a corresponding debit to equity.

ACCOUNTING POLICIES - CONTINUED

(f) Leases

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 lease except where another more systematic basis is more representative of the pattern in which economic benefits from the leases asset are consumed.

(g) Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

(h) Taxation

Income tax expense for the financial period comprises current and deferred tax recognised in the financial period. Income tax expense is presented in the profit and loss account or equity in line with the transaction or other event that resulted in the income tax expense. Current and deferred tax assets and liabilities are not discounted. Current tax is the amount of income tax payable in respect of the taxable profit for the financial period or past financial periods. Current tax is measured at the amount of current tax that is expected to be paid using tax rates and laws that have been enacted or substantively enacted by the end of the financial period.

The directors periodically evaluate positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. A current tax liability is recognised where appropriate and measured on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. These timing differences arise from the inclusion of income and expenses in tax assessments in financial periods different from those in which they are recognised in financial statements. Deferred tax is recognised on all timing differences at the end of each financial period with certain exceptions. Unrelieved tax losses and other deferred tax assets are recognised only when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the end of each financial period end and that are expected to apply to the reversal of the timing difference. A net deferred tax asset is recognised as recoverable and therefore recognised only when on the basis of all available evidence it can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying timing differences can be deducted.

ACCOUNTING POLICIES - CONTINUED

(i) Fixed assets

Tangible fixed assets initially measured at cost and subsequently stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:

- IT equipment 33% Straight line

- Fixtures and fittings 10% Straight line

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. Where there is objective evidence that recoverable amounts of an asset is less than its carrying value the carrying amount of the asset is reduced to its recoverable amount resulting in an impairment loss.

(j) Financial instruments

(i) Classification

Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument. 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 company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

(ii) Recognition and measurement

Basic financial assets include trade and other receivables and cash at bank balances. Trade and other receivables are initially recognised at transaction price plus attributable transaction costs. Cash at bank are basic financial assets and include deposits held at call with banks, and other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Basic financial liabilities, including creditor, 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 and other 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 and other creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial instruments not meeting the definition of Basic Financial Instruments are recognised initially at fair value. Subsequent to initial recognition, other financial instruments are measured at fair value with changes recognised in profit and loss.

ACCOUNTING POLICIES - CONTINUED

(j) Financial instruments - continued

(iii) Derecognition

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and subsequently 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. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid is recognised in profit or loss.

(iv) Off-setting

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.

(v) Impairment of financial assets

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 when 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 cashflow have been affected. The impairment loss is recognised in profit or loss.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

4.	CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, management is 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 on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

(a) Critical judgement in applying the entity's accounting policies

Identification and measurement of contracts with multiple performance obligations

The Company enters into contracts with its customers that can include promises to transfer multiple performance obligations. A promised service must be distinct to be accounted for as a separate performance obligation. For subscription license contracts sold with professional services there is a combination of services which are generally treated as separate performance obligations on the basis that the customers can benefit from them separately (or with other rights that they have), and they are separately identifiable in the contract.

(b) Critical accounting estimates and assumptions

Recoverability of trade debtors

The company trades with a large and varied number of customers on credit terms. Some debts may not be paid through the default of a small number of customers. The company uses estimates based on historic experience and current information in determining the level of debts for which an impairment charge is required. The level of impairment required is reviewed on an ongoing basis.

Utilisation and recoverability of deferred tax assets

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, together with an assessment of the effect of future tax planning strategies.

5.

TURNOVER

The Company provides disaggregation of revenues based on revenue streams and geographical region of the customer as it believes this best depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors:

(a) Turnover by revenue stream

31 Dec

31 Dec

2024

2023

£'000

£'000

Subscription revenues (Software-as-a-Service)

24,832

20,794

Professional services revenues

3,637

3,332

Other revenues

7,235

3,642

Total turnover by revenue stream

35,704

27,768

(b) Turnover by geographical region

31 Dec

31 Dec

2024

2023

£'000

£'000

United Kingdom

15,129

16,355

Other European territories

11,606

11,413

Other

8,969

-

Total turnover by revenue stream

35,704

27,768

Profit / (Loss) on ordinary activities before taxation

Profit / (Loss) on ordinary activities is arrived at having charged:

31 Dec

31 Dec

2024

2023

£'000

£'000

Depreciation of fixed assets

47

37

Operating lease payments on premises

154

229

Net foreign exchange transaction loss / (gain)

160

(1,511

)

6.	EMPLOYEES AND DIRECTORS

(a) The average number of persons employed by the Company:

31 Dec

31 Dec

2024

2023

Number

Number

Sales

25

20

Technical

39

31

Management

9

6

Total staff numbers

73

57

(b) Staff costs for the year comprise the following expenses:

31 Dec

31 Dec

2024

2023

£'000

£'000

Wages and salaries

14,553

7,803

Social security costs

2,440

1,275

Other pension cost

782

466

Total

17,775

9,544

(c) Directors' remuneration

Directors remuneration for the year was £2.1 million (2023: £1.3 million), which is recharged to fellow group undertakings.

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31 Dec

31 Dec

2024

2023

£'000

£'000

Interest payable to fellow group undertakings

781

610