The directors present the strategic report for the year ended 31 January 2025.

The principal activity of the company continued to be that of the sale of talent management software through a cloud-based talent acquisition platform. This platform combines advanced software capabilities with on-demand services, aimed at creating a collaborative, efficient and social hiring process.

The company continues operations at the anticipated level, and there were no unexpected market changes impacting business activity. The company routinely prepares detailed budgets to assist with financial decision making and adheres to the group business plan, which is approved by the Board.

The company demonstrated stable growth during the financial year. Revenue increased by 7% to £19.3 million (2024: £18.1 million), reflecting the ongoing success of the company's core offerings and continued expansion in key markets. The 2026 financial year forecast projects consistent revenue growth.

The company's operating profit saw a steady rise, reaching £463k for the year, up from £93k in 2024. Profit after tax for the year was £180k, an improvement compared to the £161k loss in the previous year. These results underscore management's strategic efforts to enhance operational efficiency and capitalise on market opportunities.

Staff-related costs remain the largest expense category, emphasising the importance of talent retention and employee engagement to the company’s strategy.

The company does not have conditional and unconditional obligations other than standard course of business office rental agreements and other standard vendor contracts. There is no overreliance on

any vendor, minimising the risk of disrupted business operations arising from vendor issues.

The company consistently builds strong relationships with all customers, fostering an environment focused on hiring success. The core customer base is well diversified and therefore the risk of a material impact to the financial performance of the company arising from customer disputes is minimised.

The company operates in a dynamic market characterized by inherent risks, as outlined below. To address these challenges, the company implements comprehensive market analysis, strategic budgeting, and a strong emphasis on innovation and customer satisfaction.

Market competition: The talent management software market remains competitive, with continuous innovation required to retain and grow market share.

Economic conditions: Macroeconomic factors such as inflation and economic slowdowns could impact client budgets.

Technological obsolescence: Rapid technological advancements necessitate ongoing R&D investments to stay relevant.

• Improved client retention rates, driven by investments in customer success initiatives.

• Expansion of product capabilities to address evolving client needs, such as enhanced analytics features.

• Continued focus on cost control measures, reducing administrative expense as a percentage of revenue.

• Initiation of a significant AI-driven platform transformation to develop a smarter, more intuitive solution that continuously adapts to the evolving needs of hiring teams and aids their strategic decisions.

To assess performance and guide strategic decision-making, the company tracks several KPIs:

• Revenue Growth: Revenue increased by 7% year-on-year, driven by growth in client acquisition and increased adoption of premium services.

• Operating Margin: Operating profit as a percentage of revenue was 1.8%, reflecting enhanced cost management.

• Administrative Cost Management: Administrative expenses as a percentage of revenue decreased from 89% in 2024 to 76% in 2025, reflecting continued improvements in cost efficiency.

• Liquidity Position: Cash at bank and in hand increased to £919k from £733k, establishing a strong financial base.

• Headcount Efficiency: Average headcount declined from 70 to 66 year-over-year, achieving a 6% reduction in staff while sustaining operational performance.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 January 2025.

The results for the year are set out on page 8.

No dividends were paid or proposed during the year (2024: £nil).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Effective 11th September 2025, the Company has been acquired by SAP SE. Together, SAP and SmartRecruiters will drive innovation in talent acquisition, empowering customers with greater confidence, flexibility, and scalability. This partnership delivers the only platform designed to meet the entire spectrum of enterprise hiring needs, enabling organizations to attract, engage, and hire top talent.

The Company forecasts continued steady growth through consistent focus on customer success and relationships, as well as ongoing research and development into relevant technology.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 accounting estimates that are reasonable and prudent; and

• 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The financial statements have been prepared on a going concern basis, the validity of which is dependent upon the continued financial support of the ultimate parent company SAP SE. The directors have confirmed this support will continue and will enable the company to trade for the foreseeable future and meet its financial commitments as they fall due.

At the time of approval of the financial statements, there were no plans for the immediate parent company to demand payment of the loan due of £12,947,430 (2024: £13,017,289), and this will only be payable as and when cash flow allows.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of SmartRecruiters Ltd (the 'company') for the year ended 31 January 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 January 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the 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, 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.

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 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 company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of management override of controls) and determined that the principal risks related to fraudulent transactions which may lead to an overstatement of profits, such as manipulation of accounting estimates including deferred revenue and revenue recognition.

Based on our understanding of the company and industry, we identified principal risks of non-compliance with laws and regulations and we considered those laws and regulations which have a direct impact of the preparation of the financial statements such as the Companies Act 2006, FRS 102, health and safety laws, employment laws, contractual laws, General Data Protection Regulations (GDPR), and UK tax legislation.

In order to mitigate risks detailed above in respect of fraud and non-compliance with laws and regulations, the following

procedures were undertaken by the audit team:

• Enquiry of management, those charged with governance and around actual and potential litigation and claims.

• Enquiry of entity staff in compliance functions to identify any instances of non-compliance with laws and regulations.

• Reviewing financial statement disclosures and testing to supporting documentation to asses compliance with applicable laws and regulations.

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

• Challenging and validating the reasonableness and judgement with particular focus on provisions affecting revenue recognition.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

SmartRecruiters Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 190a Bermondsey Street, London, SE1 3TQ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention, except that as disclosed in the accounting policies certain items are shown at fair value. The principal accounting policies adopted are set out below.

The financial statements have been prepared on a going concern basis, the validity of which is dependent upon the continued financial support of the ultimate parent company SAP SE. The directors have confirmed this support will continue and will enable the company to trade for the foreseeable future and meet its financial commitments as they fall due.true

At the time of approval of the financial statements, there were no plans for the immediate parent company to demand payment of the loan due of £12,947,430 (2024: £13,017,289), and this will only be payable as and when cash flow allows.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

• Sales of software licensing and associated support services

• Intercompany sales of services

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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 balance sheet 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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, including creditors, bank overdrafts, and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

Equity-settled share-based payments are measured at fair value at the date of grant by reference to an internal valuation of the company and wider economic conditions. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Revenue from the provision of services is derived from customers located in the United States, Europe, the Middle East, Africa, and Asia.

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

Their aggregate remuneration comprised:

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

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The Company established the 2020 Equity Incentive Plan for the grant of share options to eligible employees.

There are three types of option vesting arrangements:

• New hires: 25% of options are vested after 1 year of employment, the remaining 75% vests monthly on a straight line basis over 3 years.

• Existing employees: options vest monthly on a straight line basis over 4 years

• Manual 4 year with 1 year cliff: after 1 year of employment, options vest monthly on a straight line basis over 3 years.

The Company offers share options to its employees only. The vesting of options is not related to performance. The options are settled with equity in the parent company.

The fair value is equal to the grant price on the basis that the options are granted at the price defined by an internal valuation, which is performed annually. There is no live market price available for the shares. The valuation considers market conditions, financial performance of the group, and any secondary transactions performed with share options granted.

During the year, the company recognised total share-based payment expenses of £205,184 (2024 - £148,520) which related to equity settled share based payment transactions.

The share capital reserve represents the nominal value of shares that have been issued and fully paid by the company. Each ordinary share carries equal voting rights and rights to dividends.

The share based payment reserve represents the cumulative value recognised in profit or loss for equity-settled share based payment transactions with employees and directors.

The profit and loss reserve represents cumulative profits and losses, net of dividends paid and other adjustments.

Operating lease commitments in relation to the rental of office premises.

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

The company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the year, the immediate and ultimate parent undertaking is SmartRecruiters Inc. a company incorporated in the United States. The parent company address is 166 Geary St., San Francisco, CA 94108.

The largest and smallest group in which the results of the Company were consolidated was that headed by SmartRecruiters Inc.

SmartRecruiters, Inc. was owned by several shareholders and individually no shareholder can exert control.

On 11 September 2025, the whole of the share capital of SmartRecruiters Inc was purchased by SAP America Inc, a company registered in the United States. The ultimate holding company from this date became SAP SE, a public European company registered in Germany which is trading on the Frankfurt Stock Exchange.

The smallest group in which the results of the company are to be consolidated remains as SmartRecruiters Inc. The largest group being SAP SE which has a registered address of Dietmar-Hopp-Allee 16, 69190 Walldorf.

SAP SE is owned by several shareholders and individually no shareholder can exert control.

SmartRecruiters Ltd holds an uncommitted credit facility with BNP Paribas London, which is secured by way of a fixed charge as continuing security for the payment and discharge of secured liabilities.

A correction has been recognised in this period relating to an error in the calculation of the fair value of the employee share scheme.