Dura Software UK, Ltd Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 15238716

Dura Software UK, Ltd

Financial Statements

31 December 2024

Dura Software UK, Ltd

Financial Statements

Period ended 31 December 2024

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	5

Independent auditor's report to the members	7

Consolidated statement of comprehensive income	11

Consolidated statement of financial position	12

Company statement of financial position	13

Consolidated statement of changes in equity	14

Company statement of changes in equity	15

Consolidated statement of cash flows	16

Notes to the financial statements	17

Dura Software UK, Ltd

Officers and Professional Advisers

The board of directors	J Anderson (Appointed 1 December 2024)
	J A Brady (Appointed 17 March 2024)
	R J Jonsson (Resigned 1 December 2024)

Registered office	66 Lincoln's Inn Fields
	London
	WC2A 3LH

Auditor	Crossley & Davis Chartered Accountants
	Chartered accountants & statutory auditor
	Ground Floor, Seneca House
	Links Point
	Amy Johnson Way
	Blackpool
	Lancashire
	FY4 2FF

Dura Software UK, Ltd

Strategic Report

Period ended 31 December 2024

The results of Dura Software UK Group for the period, show a profit on ordinary activities after tax attributable of £505,673. The shareholders' funds of the group total £17,765,407.

Business environment

The UK software and communications industry is highly competitive, with many companies offering similar or resold products, leading to aggressive pricing structures. Rapid technological innovation-especially in cloud-based platforms-has impacted traditional revenue streams. With support from Dura's global resources and in-house development teams, Dura Software UK is well-positioned to lead with innovative solutions and best-in-class platforms.

Strategy

The group's strategy focuses on delivering leading technology solutions through proprietary platforms. Growth in Unified Communications (UCaaS), Contact Centre as a Service (CCaaS), and Customer Experience Management has driven a shift away from legacy services toward high-growth areas. Maintaining a diversified portfolio across Invosys, Infinity CCS, and Lane Ltd is key to achieving profitability in a competitive market. The group will continue consolidating its position while improving operational efficiency and expanding in existing and emerging market segments.

Key performance indicators

The Board monitors the progress of the Company by reference to the following KPIs:

		2024
		£
	Turnover	13,040,916
	Gross Profit Margin	8,870,030
	Cash Reserves	2,857,183

Principal risks and uncertainties

Operational Risks Security Dura Software UK operates across multiple platforms and services, each of which exposes the group to cybersecurity threats, telephony fraud, and infrastructure vulnerabilities. The risk landscape is constantly evolving, with increasingly sophisticated attacks targeting voice networks, cloud platforms, and customer data. A breach could result in reputational damage, regulatory penalties, and financial loss. To mitigate these risks, the group employs a layered security strategy including real-time threat detection, penetration testing, and continuous monitoring. All businesses within the group are GDPR compliant and ISO27001 certified, and fraud management systems are designed to detect anomalies within minutes. Security protocols are reviewed quarterly, and staff undergo regular training to maintain vigilance. Network and Systems Performance High availability and performance of voice, data, and customer experience platforms are critical to client satisfaction and retention. Any degradation in service could lead to SLA breaches, customer churn, and revenue loss. The group maintains robust infrastructure governance, including redundancy planning, automated failover systems, and real-time performance analytics. Change management and incident response protocols are standardized across all businesses, ensuring rapid recovery and minimal disruption. Customer Service Levels Customer experience is a key differentiator in a competitive market. Poor service delivery or support can erode trust and impact long-term growth. The group has invested in Salesforce CRM across all UK entities to unify customer data, automate workflows, and track satisfaction via Net Promoter Score (NPS). Since March 2024, the group has maintained an NPS above 70. Monthly reviews of service metrics, customer feedback, and resolution times are conducted to drive continuous improvement. Increased Competition The UK software and communications market is saturated with both legacy providers and agile startups. Competitors offer alternative platforms and pricing models that challenge Dura Software UK's market share. To stay ahead, the group invests in proprietary platform development, feature innovation, and strategic partnerships. Regular market analysis informs product roadmaps and sales strategies. Supplier Dependency Reliance on key suppliers for network infrastructure, software licensing, and cloud hosting introduces risk. Supplier failure or contract disputes could disrupt service delivery. The group maintains multi-vendor strategies where feasible and includes performance and continuity clauses in all critical supplier agreements. Annual supplier audits are conducted to assess risk exposure. Key Personnel The success of Dura Software UK depends on retaining skilled personnel across technology, operations, and customer service. Loss of key staff could delay projects and impact client relationships. Retention strategies include competitive compensation, career development programs, and a strong internal culture. Succession planning is in place for all critical roles. Technology Evolution Rapid changes in technology and customer expectations require constant innovation. Failure to adapt could render platforms obsolete. The group's development teams operate on agile cycles, with quarterly releases planned to align with market trends. Investment in R&D and customer co-creation ensures relevance and differentiation. Health and Safety The group adheres to UK legislation and best practices to ensure a safe working environment for employees and visitors. Regular audits and training sessions are conducted to maintain compliance and promote well-being. Financial Risks Credit Risk Credit risk arises from clients failing to meet payment obligations, particularly in long-term contracts or high-volume usage scenarios. The group conducts rigorous credit checks for new clients and monitors existing accounts monthly. A centralized credit control team oversees receivables and enforces escalation procedures for overdue balances. Bad debt provisions are reviewed quarterly. Fair Value and Cash Flow Interest Rate Risk While historically negligible, rising interest rates and inflationary pressures may impact borrowing costs and investment returns. The group maintains strong cash reserves and avoids unnecessary exposure to variable-rate instruments. Treasury policies are reviewed annually to ensure alignment with market conditions. Market Risk Market risk includes exposure to economic downturns, regulatory changes, and shifts in customer demand. Dura Software UK mitigates this through diversification across three distinct businesses, each serving different customer segments. Strategic planning incorporates scenario modeling and stress testing. Liquidity Risk Liquidity risk could impair the group's ability to meet short-term obligations or fund growth initiatives. The group maintains robust cash flow forecasting and ensures access to credit facilities if needed. Cash reserves are monitored weekly, and capital allocation decisions are made with input from finance leadership across all entities .

This report was approved by the board of directors on 23 October 2025 and signed on behalf of the board by:

J Anderson

Director

Registered office:

66 Lincoln's Inn Fields

London

WC2A 3LH

Dura Software UK, Ltd

Directors' Report

Period ended 31 December 2024

The directors present their report and the financial statements of the group for the period ended 31 December 2024 .

Directors

The directors who served the company during the period were as follows:

J Anderson	(Appointed 1 December 2024)
J A Brady	(Appointed 17 March 2024)
R J Jonsson	(Resigned 1 December 2024)

Dividends

Particulars of recommended dividends are detailed in note 12 to the financial statements.

Future developments

2024 saw the rollout of new features across platforms, including Number Manager and integrations with UCaaS and CCaaS solutions. Further enhancements are planned for 2025 to maintain technical leadership and market differentiation.

Events after the end of the reporting period

Particulars of events after the reporting date are detailed in note 27 to the financial statements.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. 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 also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 23 October 2025 and signed on behalf of the board by:

J Anderson

Director

Registered office:

66 Lincoln's Inn Fields

London

WC2A 3LH

Dura Software UK, Ltd

Independent Auditor's Report to the Members of Dura Software UK, Ltd

Period ended 31 December 2024

Opinion

We have audited the financial statements of Dura Software UK, Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and the directors' report for the financial period 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent 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 or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: - Review of nominal postings for legal and professional fees ensured we identified any regulatory compliance issues and laws that company must follow in the year and to the date of signing the financial statements - The assessment of fraud was considered as low due to the segregation of duties seen and no cash handled - A review of journal entries and consideration of their appropriateness was carried out throughout the audit - During the audit we speak to management, test the systems and speak to various members of the finance function to understand the entity its processes and the nature of trade to assist in determining if the financial statements are true and fair - Challenging assumptions made by management in making their significant accounting estimates - Reviewing financial statement disclosure and testing to supporting documentation to assess compliance with applicable laws and regulations - Review and reconciliation of intra-group balances and assessment of recoverability - Assessing and challenging the group's policies in respect of intellectual property and capitalisation of intangibles As part of an audit in accordance with ISAs (UK), we exercise professional judgment 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 purpose of expressing an opinion on the effectiveness of the group'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. Use of our report

This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Swarbrick BSc FCA

(Senior Statutory Auditor)

For and on behalf of

Crossley & Davis Chartered Accountants

Chartered accountants & statutory auditor

Ground Floor, Seneca House

Links Point

Amy Johnson Way

Blackpool

Lancashire

FY4 2FF

23 October 2025

Dura Software UK, Ltd

Consolidated Statement of Comprehensive Income

Period ended 31 December 2024

		2024	2023
Note		£	£
Turnover	4	13,040,916	965,390

Cost of sales	4,170,887	491,972
	-------------	---------
Gross profit	8,870,029	473,418

Administrative expenses		7,784,375	502,876
		------------	---------
Operating profit/(loss)	5	1,085,654	( 29,458)

Other interest receivable and similar income	9	56,101	49,376
Interest payable and similar expenses	10	35,702	–
		------------	---------
Profit before taxation		1,106,053	19,918

Tax on profit	11	600,380	–
		------------	--------
Profit for the financial period and total comprehensive income		505,673	19,918
		------------	--------

All the activities of the group are from continuing operations.

Dura Software UK, Ltd

Consolidated Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Intangible assets	13	14,270,902	119,015
Tangible assets	14	10,281	95
		-------------	---------
		14,281,183	119,110

Current assets

Debtors	16	8,123,105	1,946,877
Cash at bank and in hand		2,857,183	258,339
		-------------	------------
		10,980,288	2,205,216

Creditors: amounts falling due within one year	17	5,992,040	3,134,876
		-------------	------------
Net current assets/(liabilities)		4,988,248	( 929,660)
		-------------	---------
Total assets less current liabilities		19,269,431	( 810,550)

Creditors: amounts falling due after more than one year	18	1,501,878	–

Provisions	19	2,146	–
		-------------	---------
Net assets/(liabilities)		17,765,407	( 810,550)
		-------------	---------

Capital and reserves

Called up share capital	22	1	1
Capital contribution reserve	23	18,160,674	–
Merger reserve	23	( 887,859)	( 830,469)
Profit and loss account	23	492,591	19,918
		-------------	---------
Shareholders funds/(deficit)		17,765,407	( 810,550)
		-------------	---------

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

These financial statements were approved by the board of directors and authorised for issue on 23 October 2025 , and are signed on behalf of the board by:

J Anderson

Director

Company registration number: 15238716

Dura Software UK, Ltd

Company Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Investments	15	16,591,718	–

Current assets

Debtors	16	3,699,745	–

Creditors: amounts falling due within one year	17	710,500	–
		------------	----
Net current assets		2,989,245	–
		-------------	----
Total assets less current liabilities		19,580,963	–

Creditors: amounts falling due after more than one year	18	1,501,878	–
		-------------	----
Net assets		18,079,085	–
		-------------	----

Capital and reserves

Called up share capital	22	1	–
Capital contribution reserve	23	18,160,674	–
Profit and loss account	23	( 81,590)	–
		-------------	----
Shareholders funds		18,079,085	–
		-------------	----

The loss for the financial period of the parent company was £ 81,590 (2023: £Nil).

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

These financial statements were approved by the board of directors and authorised for issue on 23 October 2025 , and are signed on behalf of the board by:

J Anderson

Director

Company registration number: 15238716

Dura Software UK, Ltd

Consolidated Statement of Changes in Equity

Period ended 31 December 2024

		Called up share capital	Capital contribution reserve	Merger reserve	Profit and loss account	Total
		£	£	£	£	£
At 1 January 2023		1	–	–	–	1

Profit for the period					19,918	19,918
		----	----	----	--------	--------
Total comprehensive income for the period		–	–	–	19,918	19,918

Movement in the year		–	–	( 830,469)	–	( 830,469)
		----	----	---------	--------	---------
Total investments by and distributions to owners		–	–	( 830,469)	–	( 830,469)

At 31 December 2023		1	–	( 830,469)	19,918	( 810,550)

Profit for the period					505,673	505,673
		----	----	---------	---------	---------
Total comprehensive income for the period		–	–	–	505,673	505,673

Dividends paid and payable	12	–	–	–	( 33,000)	( 33,000)
Movement in the year		–	18,160,674	( 57,390)	–	18,103,284
		----	-------------	--------	--------	-------------
Total investments by and distributions to owners		–	18,160,674	(57,390)	( 33,000)	18,070,284

		----	-------------	---------	---------	-------------
At 31 December 2024		1	18,160,674	(887,859)	492,591	17,765,407
		----	-------------	---------	---------	-------------

Dura Software UK, Ltd

Company Statement of Changes in Equity

Period ended 31 December 2024

	Called up share capital	Capital contribution reserve	Profit and loss account	Total
	£	£	£	£
At 1 January 2023	–	–	–	–

Profit for the period			–	–

At 31 December 2023	1	–	–	1

Loss for the period			( 81,590)	( 81,590)
	----	----	--------	--------
Total comprehensive income for the period	–	–	( 81,590)	( 81,590)

Movement in the year	–	18,160,674	–	18,160,674
	----	-------------	----	-------------
Total investments by and distributions to owners	–	18,160,674	–	18,160,674

	----	-------------	--------	-------------
At 31 December 2024	1	18,160,674	( 81,590)	18,079,085
	----	-------------	--------	-------------

Dura Software UK, Ltd

Consolidated Statement of Cash Flows

Period ended 31 December 2024

	2024	2023
	£	£

Cash flows from operating activities

Profit for the financial period	505,673	19,918

Adjustments for:
Depreciation of tangible assets	7,002	1,311
Amortisation of intangible assets	1,805,126	7,930
Other interest receivable and similar income	( 56,101)	( 49,376)
Interest payable and similar expenses	35,702	–
Loss on disposal of tangible assets	186,868	–
Tax on loss	600,380	–
Accrued expenses	2,374,585	–

Changes in:
Trade and other debtors	( 38,730)	( 137,788)
Trade and other creditors	1,663,802	( 339,649)
Provisions and employee benefits	2,146	–
	------------	---------
Cash generated from operations	7,086,453	( 497,654)

Interest paid	( 35,702)	–
Interest received	56,101	49,376
Tax paid	( 627,476)	–
	------------	---------
Net cash from/(used in) operating activities	6,479,376	( 448,278)
	------------	---------

Cash flows from investing activities

Purchase of tangible assets	( 1,796)	–
Proceeds from sale of tangible assets	98,047	–
Proceeds from sale of intangible assets	–	18,604
Acquisition of subsidiaries	( 14,055,445)	371,036
	-------------	---------
Net cash (used in)/from investing activities	( 13,959,194)	389,640
	-------------	---------

Cash flows from financing activities

Repayments of borrowings	( 5,469,791)	–
Proceeds from loans from group undertakings	2,806,173	–
Payments of finance lease liabilities	( 83,499)	–
Dividends paid	( 33,000)	–
Equity finance from parent company	18,103,284	–
Loan advances to connected parties	(5,244,505)	–
	-------------	---------
Net cash from financing activities	10,078,662	–
	-------------	---------

Net increase/(decrease) in cash and cash equivalents	2,598,844	( 58,638)
Cash and cash equivalents at beginning of period	258,339	316,977
	------------	---------
Cash and cash equivalents at end of period	2,857,183	258,339
	------------	---------

Dura Software UK, Ltd

Notes to the Financial Statements

Period ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 66 Lincoln's Inn Fields, London, WC2A 3LH.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of the Group and all of its subsidiary undertakings. The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income. On 31 December 2024, the holding company acquired three subsidiaries which constituted a Group reconstruction and these have been accounted for using merger accounting principles. Therefore, although the Group reconstruction did not become effective until December 2024, the consolidated financial statements of Dura Software UK, Ltd are presented as if New Co and Old Co had always been part of the same group, which is the reason for there being comparative figures for the year ended 31 December 2024. The consolidated financial statements include the results of New Co and all of its subsidiary undertakings made up to the same accounting date. All intra-group balances transactions income and expense are eliminated in full on consolidation. The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary undertakings made up to 31 December 2024. The results of any other subsidiaries sold or acquired where relevant are included in the consolidated profit and loss account up to, or from the date control passes. Under merger accounting, the results and net assets of the combining entities are presented as if they had been combined from the beginning of the earliest comparative period presented. However, the comparative information for the year ended 31 December 2023 has not been restated to reflect the results and position of the merged entity for that period. As a result, the comparative period is not directly comparable with the current year. The reserves of the combining entities at the date of merger have been combined in the current period, and an adjustment has been made to the merger reserve to reflect the difference between the reported reserves and the reserves that would have existed had merger accounting been applied retrospectively to the comparative period. The merger reserve as at 31 December 2024 therefore reflects this adjustment and differs from the reserve shown in the comparative period.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances .

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Goodwill	-	10% straight line
Development costs	-	20% straight line
Patents, trademarks and licences	-	5-10 Years Straight Line
Intellectual property	-	20% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Research and development

Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Freehold property	-	2% straight line
Long leasehold property	-	33% straight line
Fixtures, fittings and equipment	-	10% straight line
Motor vehicles	-	20% reducing balance

	Computer equipment	-	20% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.

Investments in joint ventures

Investments in joint ventures are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the joint venture.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	2024	2023
	£	£
Rendering of services	13,040,916	965,390
	-------------	---------

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

5. Operating loss

Operating profit or loss is stated after charging:

	2024	2023
	£	£
Amortisation of intangible assets	1,805,126	26,534
Depreciation of tangible assets	7,002	2,987
Loss on disposal of tangible assets	186,868	–
Impairment of trade debtors	175,100	15,213
Foreign exchange differences	6,037	88,812
	------------	--------

6. Auditor's remuneration

	2024	2023
	£	£
Fees payable for the audit of the financial statements	59,607	13,175
	--------	--------

7. Staff costs

The average number of persons employed by the group during the period, including the directors, amounted to:

	2024	2023
	No.	No.
Administrative staff	64	3
	----	----

The aggregate payroll costs incurred during the period, relating to the above, were:

	2024	2023
	£	£
Wages and salaries	3,285,095	214,721
Social security costs	406,219	–
Other pension costs	121,412	2,648
	------------	---------
	3,812,726	217,369
	------------	---------

8. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	2024	2023
	£	£
Remuneration	167,090	–
Company contributions to defined contribution pension plans	6,667	–
	---------	----
	173,757	–
	---------	----

The number of directors who accrued benefits under company pension plans was as follows:

	2024	2023
	No.	No.
Defined contribution plans	1	–
	----	----

9. Other interest receivable and similar income

	2024	2023
	£	£
Interest on cash and cash equivalents	56,101	49,333
Interest receivable	–	43
	--------	--------
	56,101	49,376
	--------	--------

10. Interest payable and similar expenses

	2024	2023
	£	£
Interest on banks loans and overdrafts	25,308	–
Other interest payable and similar charges	10,394	–
	--------	----
	35,702	–
	--------	----

11. Tax on loss

Major components of tax expense

	2024	2023
	£	£

Current tax:

UK current tax income	672,778	–

Deferred tax:

Origination and reversal of timing differences	( 72,398)	–
	---------	----
Tax on loss	600,380	–
	---------	----

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the period is higher than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 19 %).

	2024	2023
	£	£
Profit on ordinary activities before taxation	1,106,053	19,918
	------------	--------
Profit on ordinary activities by rate of tax	154,503	3,784
Effect of expenses not deductible for tax purposes	5,508	–
Effect of capital allowances and depreciation	421,941	1,756
Effect of different UK tax rates on some earnings	(156)	–
Utilisation of tax losses	–	( 5,540)
Unused tax losses	34,855	–
Tax relief on S1010 CTA claim	(15,094)	–
Foreign exchange on consolidation	(1,177)	–
	------------	--------
Tax on loss	600,380	–
	------------	--------

12. Dividends

	2024	2023
	£	£
Dividends paid during the period (excluding those for which a liability existed at the end of the prior period )	33,000	–
	--------	----

13. Intangible assets

Group	Goodwill	Development costs	Patents, trademarks and licences	Intellectual property	Total
	£	£	£	£	£
Cost
At 1 January 2024	79,297	–	129,876	–	209,173
Disposals	–	( 198,301)	–	( 3,000)	( 201,301)
Acquisitions through business combinations	15,849,264	198,301	–	739,957	16,787,522
	-------------	---------	---------	---------	-------------
At 31 December 2024	15,928,561	–	129,876	736,957	16,795,394
	-------------	---------	---------	---------	-------------
Amortisation
At 1 January 2024	26,945	–	63,213	–	90,158
Charge for the period	1,756,698	–	18,604	29,824	1,805,126
Disposals	–	( 198,101)	–	( 3,000)	( 201,101)
Acquisitions through business combinations	–	198,101	–	632,208	830,309
	-------------	---------	---------	---------	-------------
At 31 December 2024	1,783,643	–	81,817	659,032	2,524,492
	-------------	---------	---------	---------	-------------
Carrying amount
At 31 December 2024	14,144,918	–	48,059	77,925	14,270,902
	-------------	---------	---------	---------	-------------
At 31 December 2023	52,352	–	66,663	–	119,015
	-------------	---------	---------	---------	-------------

The company has no intangible assets.

14. Tangible assets

Group	Freehold property	Long leasehold property	Fixtures, fittings and equipment	Motor vehicles	Computer equipment	Total
	£	£	£	£	£	£
Cost
At 1 Jan 2024	–	–	12,478	–	–	12,478
Additions	–	–	949	–	847	1,796
Disposals	( 249,193)	( 29,828)	( 174,560)	( 127,990)	–	( 581,571)
Acquisitions through business combinations	249,193	29,828	244,315	127,990	803,320	1,454,646
	---------	--------	---------	---------	---------	------------
At 31 Dec 2024	–	–	83,182	–	804,167	887,349
	---------	--------	---------	---------	---------	------------
Depreciation
At 1 Jan 2024	–	–	12,383	–	–	12,383
Charge for the period	–	–	980	1,047	4,975	7,002
Disposals	( 27,622)	( 29,828)	( 173,061)	( 66,237)	–	( 296,748)
Transfers	27,622	29,828	238,834	65,190	792,957	1,154,431
	---------	--------	---------	---------	---------	------------
At 31 Dec 2024	–	–	79,136	–	797,932	877,068
	---------	--------	---------	---------	---------	------------
Carrying amount
At 31 Dec 2024	–	–	4,046	–	6,235	10,281
	---------	--------	---------	---------	---------	------------
At 31 Dec 2023	–	–	95	–	–	95
	---------	--------	---------	---------	---------	------------

The company has no tangible assets.

15. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 January 2024	–
Additions	16,591,718
	-------------
At 31 December 2024	16,591,718
	-------------
Impairment
At 1 January 2024 and 31 December 2024	–
	-------------

Carrying amount
At 31 December 2024	16,591,718
	-------------
At 31 December 2023	–
	-------------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Invosys Limited, Regus Manchester Airport, Room 120 Manchester Business Park, Aviator Way, Manchester, M22 5TG	Ordinary A	100

Red Seven Technology Group Limited, Regus Manchester Airport, Room 120 Manchester Business Park, Aviator Way, Manchester, M22	Ordinary	100
Invosy Business Limited, Regus Manchester Airport, Room 120 Manchester Business Park, Aviator Way, Manchester, M22 5TG	Ordinary	100
Atrium Telecom Ltd, Regus Manchester Airport, Room 120 Manchester Business Park, Aviator Way, Manchester, M22 5TG	Ordinary	100
Juniper Bridge Limited, Regus Manchester Airport, Room 120 Manchester Business Park, Aviator Way, Manchester, M22 5TG	Ordinary	100
Connected World Communications Limited, Regus Manchester Airport, Room 120 Manchester Business Park, Aviator Way, Manchester,	Ordinary	100
Infinity Software Holdings Limited, Three Brindleyplace, Brindley Place, Birmingham, B1 2JB	Ordinary / A Ordinary	100
Infinity Contact Centre Software Limited, Three Brindleyplace, Brindley Place, Birmingham, B1 2JB	Ordinary	100
6Connex UK Limited, 48 Chancery Lane, London, WC2A 1JF	Ordinary	100
Fenestrae Ltd, 5 South Charlotte Street, Edinburgh, Scotland, EH2 4AN	Ordinary	100
Dura Lane Limited, 48 Chancery Lane, London, WC2A 1JF	Ordinary	100
Infinity CCS Inc, 425 Soledad St Suite 500, Texas, 78205	Ordinary	100

During the year the group acquired a number of subsidiaries as follows: On 1st November 2023, the Group acquired 100% of the issued share capital of Infinity Software Holdings Limited, a company incorporated in the UK for a total consideration of £6,880,151. Infinity Software Holding Limited, is the parent of two further subsidiaries Infinity Contact Centre Software Limited and Infinity Contact Centre Software USA Limited. The principle activity of Infinity Software Holding Limited was that of a holding company, that owned shares in a companies providing wholesale provisions in the telecommunications industry. As a result of the transaction, Infinity Software Holdings Limited became a wholly-owned subsidiary of the Group and has been consolidated together with its subsidiaries into the Group's financial statements from the acquisition date. The fair value of the net assets acquired was £3,068,325 resulting in goodwill of £3,811,799 recognised in the consolidated financial statements. On 6th December 2023, the Group acquired 100% of the issued share capital of Red Seven Technology Group Limited, a company incorporated in the UK for a total consideration of £9,711,542. Red Seven Technology Group Limited, is the parent of five further subsidiaries all incorporated in the UK, these companies were, Invosys Limited, Invosys Business Limited, Atrium Telecom Limited, Juniper Bridge Limited and Connected World Limited. The principle activity of Red Seven Technology Group Limited was that of a holding company, that owned shares in companies providing wholesale provisions in the telecommunications industry. As a result of the transaction, Red Seven Technology Group Limited became a wholly-owned subsidiary of the Group and has been consolidated together with its subsidiaries into the Group's financial statements from the acquisition date. The fair value of the net assets acquired was a negative £2,325,922 resulting in goodwill of £12,037,465 recognised in the consolidated financial statements. On 31st December 2024, the Group acquired 100% of the issued share capital of 6 Connex UK Limited, a company incorporated in the UK as part of a group reconstruction with a fellow connected party Dura Inc an American company for £8. The principle activity of 6 Connex UK Limited was that of a providing wholesale provisions in the telecommunications industry. As a result of the transaction, 6 Connex UK Limited became a wholly-owned subsidiary of the Group and has been consolidated together with its subsidiaries into the Group's financial statements via merger accounting. See basis of consolidation at note 3. The fair value of the net assets acquired was a negative £2,310,995, due to merger accounts there is no goodwill on acquisition. On 31st December 2024, the Group acquired 100% of the issued share capital of Dura Lane Limited, a company incorporated in the UK as part of a group reconstruction with a fellow connected party Dura Inc an American company for £8. The principle activity of Dura Lane Limited, was that of a providing wholesale provisions in the telecommunications industry. As a result of the transaction, Dura Lane Limited, became a wholly-owned subsidiary of the Group and has been consolidated together with its subsidiaries into the Group's financial statements via merger accounting. See basis of consolidation at note 3. The fair value of the net assets acquired was £1,408,625, due to merger accounts there is no goodwill on acquisition. On 31st December 2024, the Group acquired 100% of the issued share capital of Fenestrae Limited, a company incorporated in the UK as part of a group reconstruction with a fellow connected party Dura Inc an American company for £8. The principle activity of Fenestrae Limited, was that of business and domestic software development. As a result of the transaction, Fenestrae Limited became a wholly-owned subsidiary of the Group and has been consolidated together with its subsidiaries into the Group's financial statements via merger accounting. See basis of consolidation at note 3. The fair value of the net assets acquired was £34,452, due to merger accounts there is no goodwill on acquisition.

16. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade debtors	1,365,661	199,353	–	–
Amounts owed by group undertakings	–	–	3,699,745	–
Prepayments and accrued income	893,340	–	–	–
Corporation tax repayable	70,483	–	–	–
Other debtors	5,793,621	1,747,524	–	–
	------------	------------	------------	----
	8,123,105	1,946,877	3,699,745	–
	------------	------------	------------	----

17. Creditors: amounts falling due within one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade creditors	704,154	5,949	–	–
Accruals and deferred income	1,766,047	–	710,500	–
Social security and other taxes	714,053	26,134	–	–
Other creditors	2,807,786	3,102,793	–	–
	------------	------------	---------	----
	5,992,040	3,134,876	710,500	–
	------------	------------	---------	----

18. Creditors: amounts falling due after more than one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Accruals and deferred income	1,501,878	–	1,501,878	–
	------------	----	------------	----

19. Provisions

Group	Deferred tax (note 20)	Other provisions	Total
	£	£	£
At 1 January 2024	–	–	–
Additions	72,858	1,832	74,690
Charge against provision	( 72,544)	–	( 72,544)
	--------	-------	--------
At 31 December 2024	314	1,832	2,146
	--------	-------	--------

The company does not have any provisions.

20. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Included in provisions (note 19)	314	–	–	–
	----	----	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Accelerated capital allowances	314	–	–	–
	----	----	----	----

21. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 94,047 (2023: £ 2,648 ).

22. Called up share capital

Authorised share capital

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 1 each	1	1	1	1
	----	----	----	----

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 1 each	1	1	1	1
	----	----	----	----

Each Ordinary share shall confer on the holder one vote at any general meeting of the company. Holders shall be entitled to dividends and distributions on winding up.

23. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses. Capital contribution reserve - is an accounting reserve for funds given to the company by its parent. This is a non distributable reserve. Merger reserve - This is a non-statutory reserve as a result of using the merger accounting method due to a group reconstruction. It is non-distributable.

24. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	258,339	2,598,844	2,857,183
	---------	------------	------------

25. Charges on assets

Invosys Limited

There was a formal legal charge on New Bridgewater House dated August 2019.

There was a fixed and floating charge over the whole assets of the company dated August 2019.

There was a charge over the leasehold land known as 12 Bridgewater Road and Car park date August 2019.

There was a charge over any patents, trade marks and designs in the company dates August 2017.

All the above charges were satisified in full on 15 December 2023.

On 8 January 2021 Santander placed a first fixed charge over the whole assets of the company. This charge was satisifed in full on 17 January 2025.

Invosys Business Limited

There was a charge of the company trade marks and patent dated August 2017. This was satisified on 15 December 2024.

There was a fixed charge over the company assets from Santander bank during the year dated August 2019.

This was satisified on 17 January 2025.

Dura Software UK, Ltd

Notes to the Financial Statements (continued)

Period ended 31 December 2024

26. Contingencies

As part of the purchase consideration for the acquisition of Red Seven Technology Group Limited and Invosys Limited, Dura Software UK Limited has agreed to pay additional consideration of up to £ 2,201,878 contingent upon the achievement of specified financial performance targets over subsequent upcoming years. The earnout liability is recognised at fair value at the acquisition date included in accruals and is remeasured at each reporting date, with changes in fair value recognised in the income statement.

27. Events after the end of the reporting period

Subsequent to the year end, on 31/01/2025, a decision was made for the following subsidiaries to cease trading as part of a wider group reorganisation : Red Seven Technology Group Limited Atrium Telecom Ltd Juniper Bridge Limited Connected World Communications Limited Infinity Software Holdings Limited

28. Limitation of auditors liability

The group entered into a liability limitation agreement with the auditor on 31 July 2025. The liability of the auditor in respect of any claim or claims made by the company is limited to £4,000,000 inclusive of interest of costs.

29. Related party transactions

Company

During the year the company disposed of a property to a former director for £2, which was below fair market value. Included within other debtors are amounts due from connected parties totalling £5,244,504. Included within other creditors are amounts due to connected parties totalling £2,806,172.

30. Controlling party

At the balance sheet date the company was under the control of Dura Software Inc , a company registered in the USA. Consolidated accounts can be found at their registered office 425 Soledad St Ste 500, San Antonio, Texas, 78205, United States.