Company registration number 08834845 (England and Wales)
SEMARCHY LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
SEMARCHY LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
SEMARCHY LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
3
18,669
28,498
Current assets
Trade and other receivables
4
796,288
1,814,747
Cash and cash equivalents
347,143
521,940
1,143,431
2,336,687
Current liabilities
5
(2,340,722)
(2,445,546)
Net current liabilities
(1,197,291)
(108,859)
Total assets less current liabilities
(1,178,622)
(80,361)
Non-current liabilities
6
(83,005)
(167,829)
Net liabilities
(1,261,627)
(248,190)
Equity
Called up share capital
7
2,000
2,000
Retained earnings
(1,263,627)
(250,190)
Total equity
(1,261,627)
(248,190)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The director of the company has elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 8 October 2025 and are signed on its behalf by:
C Jewell
Director
Company registration number 08834845 (England and Wales)
SEMARCHY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Semarchy Limited is a private company limited by shares incorporated in England and Wales. The registered office is 9-10 Great Sutton Street, London, EC1V 0BX.

1.1
Accounting convention

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Semarchy Ltd (the company) is a wholly owned subsidiary of Semarchy SAS, a company registered in France. The ultimate parent company is Semarchy Holdings Inc, a company registered in the United States of America.

Th e financial statements of the company are consolidated in the financial statements of Semarchy Holdings Inc. Semarchy Holdings Inc. prepares group financial statements and copies can be obtained from 450 Townsend St, Suite 100, San Francisco, CA 94107, United States.

1.2
Going concern

The financial statements have been prepared on a going concern basis which the director believe true s to be appropriate. A lthough the company had net current liabilities of £1,197,291 and net liabilities of £1,261,627 at 31 December 2024, t he director ha s carefully considered the anticipated future cashflows for the company and is confident that the expected cashflows will be sufficient to meet all obligations as they fall due.

Semarchy Inc, a fellow group company, has provided the company with an undertaking that it will continue to provide the necessary financial support to enable the company to meet its liabilities as they fall due for a period of at least 12 months from the approval of these financial statements.

Given the above, the director ha s a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the company continues to adopt the going concern basis in preparing the accounts.

1.3
Revenue

Revenue represent licence fee and subscription income in respect of the provision of data management and data integration platforms. Revenue is recognised on a straight line basis over the term of the agreement and is shown net of VAT and other sales related taxes.

1.4
Property, plant and equipment

Property, plant and equipment 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 on a straight line basis over their useful lives on the following bases:

Fixtures and fittings
2 years
Computers
3 years
SEMARCHY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -

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 credited or charged to the statement of income.

1.5
Impairment of non-current assets

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

1.6
Cash and cash equivalents

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

1.7
Financial instruments

The company 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 company's statement of financial position when the company 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.

Basic financial assets

Basic financial assets, which include trade and other receivables 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.

Classification of financial liabilities

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.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, 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 paymen ts 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 payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

SEMARCHY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.8
Equity instruments

Equity instruments issued by the company 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 company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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.

1.10
Employee benefits

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

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

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.

1.11
Retirement benefits

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

1.12
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 relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.13
Foreign exchange

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.

2
Employees

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

2024
2023
Number
Number
Total
14
12
SEMARCHY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
3
Property, plant and equipment
Plant and machinery etc
£
Cost
At 1 January 2024
43,834
Additions
5,577
At 31 December 2024
49,411
Depreciation and impairment
At 1 January 2024
15,336
Depreciation charged in the year
15,406
At 31 December 2024
30,742
Carrying amount
At 31 December 2024
18,669
At 31 December 2023
28,498
4
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Trade receivables
471,788
832,975
Corporation tax recoverable
37,166
-
0
Amounts owed by group undertakings
128,507
897,104
Other receivables
14,982
16,111
Prepayments and accrued income
143,845
68,557
796,288
1,814,747

Included in other receivables is an amount of £14,982 (2023: £14,982) which is due after one year.

5
Current liabilities
2024
2023
£
£
Trade payables
146,424
34,012
Taxation and social security
20,474
64,876
Deferred income
1,930,477
2,055,858
Other payables
12,055
18,043
Accruals
231,292
272,757
2,340,722
2,445,546
SEMARCHY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
6
Non-current liabilities
2024
2023
Notes
£
£
Deferred income
83,005
167,829
7
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2,000
2,000
2,000
2,000
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

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 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.

Senior Statutory Auditor:
Jeremy Asher FCA
Statutory Auditor:
BKL Audit LLP
Date of audit report:
9 October 2025
9
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
170,740
265,740
SEMARCHY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
10
Related party transactions
Transactions with related parties

The company has taken advantage of the exemption available in accordance with Section 1AC.35 of Financial Reporting Standard 102 whereby it has not disclosed transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.

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