Company registration number 05686389 (England and Wales)
DUCO TECHNOLOGY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
DUCO TECHNOLOGY LIMITED
COMPANY INFORMATION
Directors
C Nentwich
D Price
(Appointed 27 August 2024)
Company number
05686389
Registered office
Panagram 2nd Floor
27 Goswell Road
London
EC1M 7AN
Auditor
Deloitte LLP
Abbots House
Abbey Street
Reading
RG1 3BD
Bankers
HSBC
Santander Bank Polska S.A
DUCO TECHNOLOGY LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Group profit and loss account
12
Group statement of comprehensive income
13
Group balance sheet
14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 40
DUCO TECHNOLOGY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

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

Business brief

Duco is the leading provider of AI-powered data automation. We are a best-in-class Software-as-a-Service (SaaS) enterprise platform that helps financial services, insurance and fintech companies manage their mission-critical data. Many of the world’s largest institutions rely on Duco to ensure their data is accurate, their costs are controlled, their operations streamlined and their business remains agile.

Financial services firms spend tens of millions of dollars and tens of thousands of hours every year trying to solve data problems. Our mission is to “make managing data easy” by replacing spreadsheets and technology-heavy solutions in finance and operations departments. Our commitment to our customers is “to reduce time spent on data-related work in operations and finance departments by 90%”

We automate the processing of data throughout its lifecycle, from data ingestion, to data preparation, validation, reconciliation and publication to downstream platforms. Our cloud-native, no-code platform puts the data in the hands of the business users, reducing the dependency on technology teams.

We are the enterprise platform for data automation.

We are a 100% “cloud-native” SaaS business with high-quality earnings given the recurring nature of our revenues, being billable annually upfront, on multi-year contracts. This gives us a unique certainty of revenue and cash flow. To further support this, we sell subscription services in a standardised way, never on-premise and with a high degree of usability which means the need for professional or bespoke services is low. 94% of our revenue is recurring.

DUCO TECHNOLOGY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

The year in brief

FY25 was a year of transition for Duco, primarily driven by a go-to-market (GTM) restructuring, effectively a reset year for us. This initiative represented a deliberate strategic decision to realign our sales organisation, refine our customer engagement model, and strengthen the foundation for scalable, sustainable growth.

The GTM reset included redefining sales territories and leadership roles, consolidating regional structures, and enhancing sales enablement processes to improve efficiency and consistency across markets. While this transformation was essential for long-term success, it temporarily impacted short-term growth momentum as teams adapted to the new operating model.

Despite this transition, we continued to see customer accounts grow, demonstrating the enduring value of our platform. Revenue and ACV both increased year-on-year, though at a slower rate than in prior periods, reflecting the planned focus on internal alignment rather than immediate expansion.

Annual turnover amounted to £33.7m (2024: £30.1m), with an operating loss for the year of £2m (2024: £1.5m) and loss after tax of £1.8m (2024: £1.9m). Cash and cash equivalents closed at £6m (2024: £7.4m).

During the year ended 31 March 2025, we completed the migration of all customers to AWS, integrated Metamaze both organisationally and technically into the Duco platform, and rearchitected core components of the platform to achieve greater efficiency. These initiatives further enhanced scalability and performance while expanding our product offering.

The successful integration of Metamaze BV—acquired in the previous year—has expanded Duco’s capabilities across both structured and unstructured data automation. The combined platform now offers a market-leading AI-powered solution for end-to-end data processing, delivering transformative value to operations and finance teams globally.

The AWS migration was another major milestone. While incurring one-off costs of £404k, the move strengthens scalability, resilience and security. The investment in FY25 positions the company for greater efficiency and growth in future years.

Duco continued to expand its global footprint, both in terms of sales territories and operations. Duco now has 5 offices across Europe, the US and Asia Pacific. Headcount closed at 217 reflecting our commitment to supporting customers and sustaining innovation even while restructuring.

Duco is backed by Nordic Capital, a leading European private equity investor with deep expertise in Technology and Payments. To date, Nordic Capital has deployed more than EUR 7.1 billion of equity across over 27 technology businesses, reinforcing its long-standing commitment to driving sustainable growth in the software and financial services sectors.

Product and Innovation

Duco’s product innovation is driven by our AI, data science, and engineering teams, working closely with clients to translate real-world requirements into advanced automation solutions. In FY25, our focus was on scaling the platform to handle significantly higher data volumes while maintaining reliability and performance. This included major platform refactoring, optimising AI algorithms, and enhancing the underlying architecture to support more complex data workflows and end-to-end automation. These initiatives ensure that the platform is robust, highly scalable, and capable of supporting future feature expansion, enabling Duco to continue delivering transformative value to operations and finance teams globally.

DUCO TECHNOLOGY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Principal risks and uncertainties

The principal risks to the business arise from competition, recruitment and retention of key people, technological changes and regulatory changes.

Competition: We consider the key competitive risk to relate to new entrants, rather than current competitors being able to offer comparable services. Our mitigation strategy centers on two key areas: attracting and retaining exceptional talent to ensure we remain smarter and more capable than potential entrants (e.g. ML talent), and sustained investment in innovation and R&D to develop new products that continue to solve the increasingly complex data challenges our clients face.

Technological changes: The core risk to the company is our ability to keep pace with rapid technological and market changes. We proactively managed the risk by conducting market research and dedicated sessions with our product team and key clients to stay ahead of industry shifts.

Recruitment and Retention of Key People: We prioritise maintaining a team of knowledgeable leaders and recruiting talent in critical roles. This ensures that all departments are equipped with the experience, skills, and industry expertise necessary to execute the business strategy effectively.

Regulatory changes: Our customers operate in highly regulated industries. We continue to monitor regulations and anticipate where changes might occur, improving our technology as required to ensure readiness should any regulatory change occur.

Key performance indicators

The directors regard the key financial performance indicators for the business to be Annual Contract Value (ACV), Gross Margin, Revenue Growth, Cash EBITDA and Customer Net Promoter Score.

In FY25, these indicators reflected a business in transition due to the GTM restructuring reset. ACV and revenue both increased, though below historical growth levels, as we prioritised executing the GTM transformation and completing key technology migrations.

We achieved a 10% increase in Annual Contract Value (ACV), to £36.6 million, and an 11% increase in revenue. Maintaining a single-digit churn rate highlights our strong customer satisfaction and retention, supported by our industry-leading Customer Net Promoter Score (NPS).

While FY25’s KPIs fell short of our growth ambitions, the structural improvements made through the GTM reset have positioned Duco for renewed momentum and stronger, more predictable performance from FY26 onwards.

Future Development

The Directors expect business activity to continue growing in the coming year, supported by increased investment in product development, sales enablement, and international expansion. With all customers now successfully migrated to AWS, Duco is well-positioned to scale its operations efficiently and enhance its service offering. Demand for cloud-based data automation solutions continues to grow across both existing and new markets, driving increased platform usage and client adoption.

The Group is on a clear trajectory toward break-even and expects to achieve profitability in the near term, underpinned by recurring revenue growth and disciplined cost management. Headcount has also increased post year-end to support this expansion while maintaining high standards of delivery and customer support.

Conclusion

FY25 was a deliberate year of reset, defined by the successful execution of our GTM restructuring and key platform initiatives. While short-term growth was softer, this reflected our strategic focus on strengthening our commercial foundation and technology infrastructure. These steps were essential to build a scalable, efficient model capable of supporting the next stage of Duco’s growth journey.

As we move forward, the focus will shift to accelerating go-to-market execution and converting our strong client demand pipeline into sustainable revenue growth and profitability. Duco enters FY26 with renewed commercial alignment, a stronger platform, and a clear path to improved performance and profitability.

DUCO TECHNOLOGY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

This report was approved by the Board and signed on its behalf.

C Nentwich
Director
27 October 2025
DUCO TECHNOLOGY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -

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

Principal activities

The principal activity of the company and group are the development and provision of its proprietary data automation platform.

Results and dividends

The results for the year are set out on page 12.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

C Nentwich
D Price
(Appointed 27 August 2024)
Financial Risk Management

Details of financial risk management are included in the strategic report.

Research and development

Refer to our strategic report.

Future developments

Details of future developments are included in the strategic report.

Auditor

Deloitte LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

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 auditor of the company 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 auditor of the company is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Decision-Making

The board's consideration of these factors is integrated into our governance and decision-making processes. Key decisions are discussed at board meetings, providing a formal forum to evaluate the long-term consequences of our actions and the impact on all stakeholders.

Going-concern

We maintain sufficient liquidity to support ongoing operations and any future contractual obligations. Our cash reserves, combined with access to revolving credit lines, ensure that we are well-positioned to manage both operational needs and growth opportunities. Additionally, our financial strategy includes prudent cash flow management and robust financial planning to ensure continued viability. Following consideration of extensive planning and scenario analysis, the directors consider that adequate funding has been raised in order for the group to continue to achieve planned growth levels without further capital requirements. The entity will have adequate resources to operate i.e., discharge its obligations for a period of at least 12 months from date of signing. Accordingly, the accounts are prepared on a going concern basis. The financial statements do not reflect any adjustments that would be required should such funding not prove adequate.

DUCO TECHNOLOGY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
Medium-sized companies exemption

Duco Technology Limited meets the definition of a qualifying entity under FRS102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements.

Post Balance sheet date events

There are no subsequent events that require disclosure or adjustment to the financial statements.

This report was approved by the Board and signed on its behalf.
C Nentwich
Director
27 October 2025
DUCO TECHNOLOGY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -

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) including FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of 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 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DUCO TECHNOLOGY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DUCO TECHNOLOGY LIMITED
- 8 -
Opinion

In our opinion the financial statements of Duco Technology Limited (the ‘parent company’) and its subsidiaries (the ‘group’):

- give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 March 2025 and of the group’s loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and

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

We have audited the financial statements which comprise:

- the group profit and loss account;

- the group statement of comprehensive income;

- the group and company balance sheets;

- the group and company statement of changes in equity;

- the group statement of cash flows; and

- the related notes 1 to 30.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

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 and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

DUCO TECHNOLOGY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUCO TECHNOLOGY LIMITED
- 9 -

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.

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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the group’s industry and its control environment, and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group’s business sector.

We obtained an understanding of the legal and regulatory frameworks that the group operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, pensions legislation, and tax legislation

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included the Bribery Act 2010 and GDPR regulations.

DUCO TECHNOLOGY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUCO TECHNOLOGY LIMITED
- 10 -

We discussed among the audit engagement team including component audit teams and relevant internal specialists such as tax, valuations, and IT specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following areas and our specific procedures performed to address them are described below;

- Revenue recognition: We identified a significant risk due to fraud in revenue recognition relating to cut off of revenue recorded by management. The fraud risk arises from opportunity to inflate current period revenue due to contracts with customers spanning through two financial periods. In order to address this risk, the engagement team substantively tested a sample of revenue recorded to assess whether revenue the recorded relates to the current period by recalculating the revenue recorded in current year, tracing revenue recorded to invoices and contracts to confirm the correct period of recognition, traced the revenue amount to the bank statements.

- Valuation of Goodwill - We have identified a significant risk due to fraud that goodwill recognized is incorrectly valued due to inappropriate impairment assessments. This fraud risk arises from the opportunity for manipulation of impairment assessments, specifically concerning the discount rate used. To address this risk, we have engaged a specialist to independently determine a benchmark discount rate based on comparable entities. We also assessed the reasonableness of management's other assumptions like revenue and growth rate used in the impairment calculation.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

- reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- enquiring of management legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

- reading minutes of meetings of those charged with governance

Report on other legal and regulatory matters

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport 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.

I n the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

DUCO TECHNOLOGY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUCO TECHNOLOGY LIMITED
- 11 -

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.

David Hobson FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Reading, United Kingdom
27 October 2025
DUCO TECHNOLOGY LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
2025
2024
as restated
Notes
£
£
Turnover
3
33,685,702
30,120,146
Cost of sales
(6,285,813)
(7,145,435)
Cost of sales - exceptional
4
(404,639)
(266,534)
Gross profit
26,995,250
22,708,177
Administrative expenses
(28,350,517)
(23,031,411)
Administrative expenses - exceptional
4
(1,098,435)
(1,928,981)
Other operating income
5
493,015
775,642
Operating loss
6
(1,960,687)
(1,476,573)
Interest receivable and similar income
10
3,512
5,561
Interest payable and similar expenses
11
-
(1,789)
Loss before taxation
(1,957,175)
(1,472,801)
Tax on loss
12
158,131
(387,498)
Loss for the financial year
23
(1,799,044)
(1,860,299)
Loss for the financial year is all attributable to the owners of the parent company.

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

The accompanying notes form an integral part of the financial statements.

DUCO TECHNOLOGY LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
2025
2024
as restated
£
£
Loss for the year
(1,799,044)
(1,860,299)
Other comprehensive income
Currency translation gain arising in the year
476,225
144,806
Total comprehensive income/(expense) for the year
(1,322,819)
(1,715,493)
Total comprehensive income for the year is all attributable to the owners of the parent company.
DUCO TECHNOLOGY LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 14 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
13
9,844,516
12,759,338
Other intangible assets
13
9,861,920
6,254,156
Total intangible assets
19,706,436
19,013,494
Tangible assets
14
148,826
219,559
19,855,262
19,233,053
Current assets
Debtors
17
8,900,155
10,511,114
Cash at bank and in hand
5,965,740
7,396,051
14,865,895
17,907,165
Creditors: amounts falling due within one year
18
(40,228,465)
(41,101,780)
Net current liabilities
(25,362,570)
(23,194,615)
Total assets less current liabilities
(5,507,308)
(3,961,562)
Provisions for liabilities
Deferred tax liability
19
-
0
379,539
-
(379,539)
Net liabilities
(5,507,308)
(4,341,101)
Capital and reserves
Called up share capital
22
149,667
149,667
Share premium account
23
43,172,008
43,172,008
Other reserves
23
1,521,228
888,391
Profit and loss reserves
23
(50,350,211)
(48,551,167)
Total equity
(5,507,308)
(4,341,101)
The financial statements were approved by the board of directors and authorised for issue on 27 October 2025 and are signed on its behalf by:
27 October 2025
C Nentwich
Director
Company registration number 05686389 (England and Wales)
DUCO TECHNOLOGY LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 15 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
7,741,928
5,129,099
Tangible assets
14
44,563
112,780
Investments
15
15,045,023
15,045,023
22,831,514
20,286,902
Current assets
Debtors
17
4,482,920
6,206,576
Cash at bank and in hand
4,692,881
5,341,986
9,175,801
11,548,562
Creditors: amounts falling due within one year
18
(39,272,583)
(37,929,510)
Net current liabilities
(30,096,782)
(26,380,948)
Net liabilities
(7,265,268)
(6,094,046)
Capital and reserves
Called up share capital
22
149,667
149,667
Share premium account
23
43,172,008
43,172,008
Other reserves
23
818,443
672,641
Profit and loss reserves
23
(51,405,386)
(50,088,362)
Total equity
(7,265,268)
(6,094,046)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £1,317,024 (2024 - £2,156,837 loss).

The financial statements were approved by the board of directors and authorised for issue on 27 October 2025 and are signed on its behalf by:
27 October 2025
C Nentwich
Director
Company registration number 05686389 (England and Wales)
DUCO TECHNOLOGY LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
Share capital
Share premium account
Capital contribution reserve
FX Reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
As restated for the period ended 31 March 2024:
Balance at 1 April 2023
354
28,389,975
-
(83,581)
(46,215,224)
(17,908,476)
Effect of prior period adjustment
-
-
475,644
-
(475,644)
-
As restated
354
28,389,975
475,644
(83,581)
(46,690,868)
(17,908,476)
Year ended 31 March 2024:
Loss for the year
-
-
-
-
(1,860,299)
(1,860,299)
Other comprehensive income:
Currency translation differences
-
-
-
144,806
-
0
144,806
Total comprehensive income/(expense)
-
-
-
144,806
(1,860,299)
(1,715,493)
Issue of share capital
22
149,313
14,782,033
-
-
-
14,931,346
Equity-settled share based payments
-
-
351,522
-
-
351,522
Balance at 31 March 2024
149,667
43,172,008
827,166
61,225
(48,551,167)
(4,341,101)
Year ended 31 March 2025:
Loss for the year
-
-
-
-
(1,799,044)
(1,799,044)
Other comprehensive income:
Currency translation differences
-
-
-
476,225
-
0
476,225
Total comprehensive income
-
-
-
476,225
(1,799,044)
(1,322,819)
Equity-settled share based payments
-
-
156,612
-
-
156,612
Balance at 31 March 2025
149,667
43,172,008
983,778
537,450
(50,350,211)
(5,507,308)
DUCO TECHNOLOGY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
Share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 March 2024:
Balance at 1 April 2023
354
28,389,975
-
(47,522,192)
(19,131,863)
Effect of prior period adjustment
-
-
409,333
(409,333)
-
As restated
354
28,389,975
409,333
(47,931,525)
(19,131,863)
Year ended 31 March 2024:
Loss and total comprehensive expense for the year
-
-
-
(2,156,837)
(2,156,837)
Issue of share capital
22
149,313
14,782,033
-
-
14,931,346
Equity-settled share-based payments
-
-
263,308
-
263,308
Balance at 31 March 2024
149,667
43,172,008
672,641
(50,088,362)
(6,094,046)
Year ended 31 March 2025:
Profit and total comprehensive expense
-
-
-
(1,317,024)
(1,317,024)
Equity-settled share-based payments
-
-
145,802
-
145,802
Balance at 31 March 2025
149,667
43,172,008
818,443
(51,405,386)
(7,265,268)
DUCO TECHNOLOGY LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
2025
2024
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
2,303,603
5,296,891
Interest paid
-
0
(1,789)
Income taxes refunded
1,222,517
1,417,463
Net cash inflow from operating activities
3,526,120
6,712,565
Investing activities
Purchase of business net of cash acquired
-
(7,837,458)
Purchase of intangible assets
(5,403,868)
(6,888,802)
Purchase of tangible fixed assets
(56,222)
(47,641)
Proceeds from disposal of tangible fixed assets
-
422
Interest received
3,512
5,561
Net cash used in investing activities
(5,456,578)
(14,767,918)
Financing activities
Proceeds from issue of shares
-
14,931,346
Repayment of borrowings
-
(4,542,740)
Net cash generated from financing activities
-
10,388,606
Net (decrease)/increase in cash and cash equivalents
(1,930,458)
2,333,253
Cash and cash equivalents at beginning of year
7,395,945
4,919,822
Effect of foreign exchange rates
500,253
142,870
Cash and cash equivalents at end of year
5,965,740
7,395,945
Relating to:
Cash at bank and in hand
5,965,740
7,396,051
Bank overdrafts included in creditors payable within one year
-
(106)
DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
1
Accounting policies
Company information

Duco Technology Limited (“the company”) is a private limited company by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The registered office is Panagram 2nd Floor, 27 Goswell Road, London, EC1M 7AN.

The group consists of Duco Technology Limited and all of its subsidiaries. The principal activities of it's subsidiaries ("the Group") and the nature of the Group's operations are set out in the strategic report on pages 1 to 5.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are summarised below. They have been applied consistently through the year and to the preceding year.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Prior period error

Corrections have been made in respect of prior period errors. Details of the adjustments made are presented in note 30.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 20 -
1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Duco Technology Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

The group incurred a loss for the year of £1,799,044. We maintain sufficient liquidity to support ongoing operations and any future contractual obligations. Our cash reserves, combined with access to revolving credit lines, ensure that we are well-positioned to manage both operational needs and growth opportunities. Additionally, our financial strategy includes prudent cash flow management and robust financial planning to ensure continued viability. Following consideration of extensive planning and scenario analysis, the director considers that adequate funding has been raised in order for the group to continue to achieve planned growth levels without further capital requirements.The entity will have adequate resources to operate i.e., discharge its obligations for a period of at least 12 months from date of signing. Accordingly, the accounts are prepared on a going concern basis. The financial statements do not reflect any adjustments that would be required should such funding not prove adequate.

1.6
Turnover

Turnover represents the fair value of services provided during the period to clients. Turnover is recognised as contract activity progresses and the right to consideration is earned. Fair value reflects the amount expected to be recoverable from clients and is based on services provided and expenses incurred, it excludes VAT.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 21 -

Turnover from Software as a Service (SaaS) contracts, are recognized over time, starting from the date the service is made available to the customer.

Turnover from consulting, training, and implementation is recognized based on the service contract. For fixed-price contracts, revenue is recognized over time using a percentage-of-completion method based on project costs. For time and material contracts, revenue is recognized as services are performed.

1.7
Research and development expenditure

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.

1.8
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.9
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Development costs
4 years
Brand
10 years
1.10
Tangible fixed assets

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:

Leasehold land and buildings
Straight line over 2 - 5 years
Fixtures and fittings
Straight line over 2 - 5 years

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

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 22 -
1.11
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

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

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

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 23 -
Basic financial assets

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 m ethod 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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

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

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

Trade 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 24 -
1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

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.

1.18
Retirement benefits

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

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.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 25 -
1.19
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Monte-Carlo model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the c ompany as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

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

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

1.20
Leases

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

1.21
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

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

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

Critical judgements

In the course of preparing the financial statements, no judgements have been made in the process of applying the accounting policies.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 26 -
Key sources of estimation uncertainty
Capitalisation of development costs

The most significant area of estimation uncertainty relates to the proportion of internal development costs that are capitalised. The assessment requires the directors to estimate the allocation of employee time and other resources between development activities that qualify for capitalisation and those that should be expensed as incurred. These estimates are inherently subjective and are based on management’s review of project activity, timesheet data and related supporting information.

A change in the proportion of internal costs capitalised would have a material impact on the carrying value of development costs and the related amortisation charge. For example, if the rate of capitalisation of eligible staff costs were reduced by 5%, the carrying value of development costs at year end would decrease by approximately £128,650, with a corresponding increase in research and development expense in the statement of comprehensive income.

The group’s policy is to amortise development costs over four years, reflecting management’s estimate of the expected useful economic life of the related assets.

Share based payments

The g roup's share-based payment transactions are measured using the fair value method at the grant date. This involves a degree of estimation uncertainty, primarily due to the reliance on inputs that cannot be reliably measured based on observable market data. The Monte-Carlo model is used to value share-based payments, incorporating the assumptions around expected life, risk-free rate, dividen d yield and expected volatility.

The fair market value of the shares is the most material and bears the greatest estimation uncertainty. A sensitivity analysis has been performed, considering independent scenarios of fluctuation in these key assumptions. A 10% increase in the fair market value of the underlying share would increase year-end reserve related to share-based payment transactions by £0.2m for the year ended 31 March 2025. Conversely, a 10% decrease would decrease expenses by £0.2m.

The sensitivity rates are deemed to represent a reasonably possible change. The fair market value of a share used to determine the cost associated with share based payments is determined by performing a valuation of the g roup. This valuation exercise requires numerous assumptions, particularly relating to the option pricing model and its key inputs such as stock price, volatility, risk-free rate, expected term and other relevant factors.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
UK
10,562,701
8,878,827
EU
7,277,157
6,565,201
US
11,996,348
13,663,721
Rest of the World
3,849,496
1,012,397
33,685,702
30,120,146
2025
2024
£
£
Other revenue
Interest income
3,512
5,561
4
Exceptional item

In FY25, the company incurred £404,639 in one-off expenditures tied to the ongoing migration to Amazon Web Services (AWS). This strategic investment plays a key role in enhancing our digital infrastructure, improving scalability, operational efficiency, and security. As in the prior year, these costs covered areas such as data transfer, architectural refinement, and extensive testing. Importantly, these are non-recurring expenses, and future benefits derived from AWS will no longer incur migration-related costs.

Additionally, exceptional costs for FY24 amounted to £1.1 million, primarily related to staff restructuring, legal fees from the investor mid-term review, and activities connected to the Revolving Credit Facility. These transitional, non-recurring expenses reflect our commitment to positioning the company for sustainable long-term growth and operational efficiency. The temporary overlap in services during the AWS migration, as well as the restructuring following the Metamaze acquisition, are critical for future success but do not signal ongoing financial commitments.

5
Other operating income

Other operating income includes a credit of £493,015 (2024: £773,302) arising from the Research and Development Credit ("RDEC") regime.

6
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging:
Exchange losses
462,798
196,931
Research and development charges as an expense
3,768,971
3,107,838
Depreciation of owned tangible fixed assets
126,337
81,073
(Profit)/loss on disposal of tangible fixed assets
-
21,272
Amortisation of intangible assets
4,687,516
1,979,939
Share-based payments
156,612
351,521
Operating lease charges
1,148,593
933,130
DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 28 -
7
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
192,500
14,200
Audit of the financial statements of the company's subsidiaries
68,000
19,000
260,500
33,200

Other fees of £39,000 (Previous year: £12,000) have been incurred through provision of non-audit services.

8
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Administration
31
30
19
20
Sales & Marketing
51
52
22
24
Development
96
92
34
45
Client Support
39
47
10
11
Total
217
221
85
100

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
19,390,026
21,930,164
8,915,689
10,663,648
Social security costs
3,093,073
3,037,000
1,273,087
1,412,107
Pension costs
625,256
709,128
428,366
487,531
23,108,355
25,676,292
10,617,142
12,563,286
9
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
315,813
175,000
Company pension contributions to defined contribution schemes
16,864
8,940
332,677
183,940
DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
9
Directors' remuneration
(Continued)
- 29 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 1).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
200,000
-
Company pension contributions to defined contribution schemes
10,000
-
10
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
3,512
5,561
11
Interest payable and similar expenses
2025
2024
£
£
Interest on loan
-
1,789
12
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
-
0
2,538
Foreign current tax on profits for the current period
221,408
5,421
Total current tax
221,408
7,959
Deferred tax
Origination and reversal of timing differences
-
0
379,539
Adjustment in respect of prior periods
(379,539)
-
0
Total deferred tax
(379,539)
379,539
Total tax (credit)/charge
(158,131)
387,498
DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
12
Taxation
(Continued)
- 30 -

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

2025
2024
£
£
Loss before taxation
(1,957,175)
(1,472,801)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(489,294)
(368,200)
Tax effect of expenses that are not deductible in determining taxable profit
309,998
115,233
Tax effect of overseas tax rates
56,706
-
0
Deferred tax adjustments in respect of prior years
(379,539)
-
0
Movement in deferred tax not recognised
343,998
640,465
Taxation (credit)/charge
(158,131)
387,498

The group has unutilised tax losses carried forward of £48,176,941 (2024: £45,969,959), on which a deferred tax asset of £12,044,235 (2024: £11,492,489) has not been recognised.

The losses can be carried forward indefinitely for use against profits arising from the same trade

13
Intangible fixed assets
Group
Goodwill
Development costs
Brand
Total
£
£
£
£
Cost
At 1 April 2024
12,975,598
8,017,835
-
0
20,993,433
Additions - internally developed
-
0
5,403,868
-
0
5,403,868
Transfers
(1,860,921)
-
0
1,860,921
-
0
Exchange adjustments
-
0
(23,410)
-
0
(23,410)
At 31 March 2025
11,114,677
13,398,293
1,860,921
26,373,891
Amortisation and impairment
At 1 April 2024
216,260
1,763,679
-
0
1,979,939
Amortisation charged for the year (Included under Administration expenses)
1,053,901
3,447,523
186,092
4,687,516
At 31 March 2025
1,270,161
5,211,202
186,092
6,667,455
Carrying amount
At 31 March 2025
9,844,516
8,187,091
1,674,829
19,706,436
At 31 March 2024
12,759,338
6,254,156
-
0
19,013,494
DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
13
Intangible fixed assets
(Continued)
- 31 -
Company
Development costs
£
Cost
At 1 April 2024
6,838,800
Additions - internally developed
5,763,373
At 31 March 2025
12,602,173
Amortisation and impairment
At 1 April 2024
1,709,701
Amortisation charged for the year (Included under Adminstration expenses)
3,150,544
At 31 March 2025
4,860,245
Carrying amount
At 31 March 2025
7,741,928
At 31 March 2024
5,129,099

More information on impairment movements in the year is given in note .

14
Tangible fixed assets
Group
Leasehold land and buildings
Fixtures and fittings
Total
£
£
£
Cost
At 1 April 2024
190,991
175,264
366,255
Additions
2,119
54,103
56,222
Exchange adjustments
(948)
(2,457)
(3,405)
At 31 March 2025
192,162
226,910
419,072
Depreciation and impairment
At 1 April 2024
100,880
45,816
146,696
Depreciation charged for the year (Included under Administration expenses)
57,309
69,028
126,337
Exchange adjustments
(386)
(2,401)
(2,787)
At 31 March 2025
157,803
112,443
270,246
Carrying amount
At 31 March 2025
34,359
114,467
148,826
At 31 March 2024
90,111
129,448
219,559
DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
14
Tangible fixed assets
(Continued)
- 32 -
Company
Leasehold land and buildings
Fixtures and fittings
Total
£
£
£
Cost
At 1 April 2024
153,542
86,972
240,514
Additions
-
0
7,385
7,385
At 31 March 2025
153,542
94,357
247,899
Depreciation and impairment
At 1 April 2024
89,249
38,485
127,734
Depreciation charged in the year (Included under Adminstration expenses)
51,181
24,421
75,602
At 31 March 2025
140,430
62,906
203,336
Carrying amount
At 31 March 2025
13,112
31,451
44,563
At 31 March 2024
64,293
48,487
112,780
15
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
15,045,023
15,045,023
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024 and 31 March 2025
15,045,023
Carrying amount
At 31 March 2025
15,045,023
At 31 March 2024
15,045,023
16
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
16
Subsidiaries
(Continued)
- 33 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Duco Technology Inc
National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904, USA
Ordinary
100.00
-
Duco Technology Poland sp. z.o.o.
ul. Szczytnicka 11, 50-382 Wroclaw, Poland
Ordinary
100.00
-
Duco Technology Pte. Ltd
1 Raffles Place, Tower 2 #19-61, Singapore 048616
Ordinary
100.00
-
Metamaze BV
Oudeleeuwenrui 39, Antwerp, Flemish Region 2000, Belgium
Ordinary
0
100.00
17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,221,051
7,536,252
2,324,134
3,672,184
Corporation tax recoverable
417,624
1,368,534
493,015
1,273,637
Other debtors
1,373,107
360,999
947,651
263,233
Prepayments and accrued income
888,373
1,245,329
718,120
997,522
8,900,155
10,511,114
4,482,920
6,206,576

Other debtors include Amounts due from related parties £800,000 (2024: £nil), VAT £111,924 (2024: £12,838), Employees loans £163,298 (2024: £407) and Deposits £297,883 (2024: £347,754)

18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
-
0
106
-
0
106
Trade creditors
718,541
1,884,776
361,460
1,418,245
Amounts owed to group undertakings
16,923,883
16,139,134
16,923,883
16,134,788
Other taxation and social security
1,408,143
1,244,512
1,119,899
1,091,729
Other creditors
118,943
51,566
8,337,278
6,803,125
Accruals
21,058,955
21,781,686
12,530,063
12,481,517
40,228,465
41,101,780
39,272,583
37,929,510

Amounts due to group undertakings relate to amounts due to companies positioned above the Duco Technology Limited consolidation and are payable on demand.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 34 -
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Capitalised development costs
-
379,539
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 April 2024
379,539
-
Credit to profit or loss
(379,539)
-
Asset at 31 March 2025
-
-
20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
625,256
709,128

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Shares issued to employees and directors

Share-based payments represent B1 Ordinary and B2 Ordinary shares issued to employees of the group by Duco Technology TopCo Limited.

Details of the numbers of shares are given below:

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
21
Shares issued to employees and directors
(Continued)
- 35 -
Number of shares issued
2025
2024
Number
Number
Outstanding at 1 April 2024
352,816
235,634
Granted
60,747
125,869
Forfeited
(71,603)
(8,687)
Outstanding at 31 March 2025
341,960
352,816

The fair market value of a share used to determine the cost associated with share-based payments is determined by performing a valuation of the g roup. The valuation is undertaken using a Monte-Carlo model which takes into account estimates around expected life, risk-free rate, dividen d yield and expected volatility.

Group
Company
2025
2024
2025
2024
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
156,612
351,521
145,802
263,308
22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
14,966,710
14,966,710
149,667
149,667
23
Reserves
Share premium

Includes the amount above nominal value received for shares issued.

Capital contribution reserve

Represents the value of share-based payments issued by Duco Technology TopCo Limited to employees of the group.

FX Reserve

Represents currency translation losses/gains on translation of foreign subsidiaries.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 36 -
24
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
217,263
968,132
217,263
521,432
Between two and five years
-
1,576,634
-
217,263
217,263
2,544,766
217,263
738,695
25
Events after the reporting date

There are no subsequent events that require disclosure or adjustment to the financial statements.

26
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
2,029,667
1,161,243
Transactions with related parties

During the year the group loaned £800,000 to Cidron Crown 2 SARL, a shareholder of Duco Technology Topco Limited. The amount remained outstanding at the year end.

Other information

The company has taken advantage of the exemption under the terms of Financial Reporting Standard 102 from disclosing transactions with wholly owned subsidiaries within the group.

27
Controlling party

The company is wholly owned by Duco Technology Holding Limited. The ultimate parent undertaking is Nordic Capital Epsilon SCA, SICAV-RAIF.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 37 -
28
Cash generated from group operations
2025
2024
£
£
Loss for the year after tax
(1,799,044)
(1,860,299)
Adjustments for:
Taxation (credited)/charged
(158,131)
387,498
Finance costs
-
0
1,789
Investment income
(3,512)
(5,561)
(Gain)/loss on disposal of tangible fixed assets
-
21,272
Amortisation and impairment of intangible assets
4,687,516
1,979,939
Depreciation and impairment of tangible fixed assets
126,337
81,073
Research & Development Expenditure credit
(493,015)
(773,302)
Equity settled share based payment expense
156,612
351,521
Movements in working capital:
Decrease in debtors
660,049
2,529,297
(Decrease)/increase in creditors
(1,025,067)
4,297,951
Increase/(decrease) in deferred income
151,858
(1,714,287)
Cash generated from operations
2,303,603
5,296,891
29
Analysis of changes in net funds - group
1 April 2024
Cash flows
Exchange rate movements
31 March 2025
£
£
£
£
Cash at bank and in hand
7,396,051
(1,930,564)
500,253
5,965,740
Bank overdrafts
(106)
106
-
-
0
7,395,945
(1,930,458)
500,253
5,965,740
30
Prior period adjustment
Changes to the balance sheet - group
As previously reported
Adjustment at 1 Apr 2023
Adjustment at 31 Mar 2024
As restated at 31 Mar 2024
£
£
£
£
Net assets
(4,341,101)
-
-
(4,341,101)
Capital and reserves
Capital contribution reserve
61,225
475,644
351,522
888,391
Profit and loss reserves
(47,724,001)
(475,644)
(351,522)
(48,551,167)
Total equity
(4,341,101)
-
-
(4,341,101)
DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
30
Prior period adjustment
(Continued)
- 38 -
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 31 March 2024
£
£
£
Administrative expenses
(22,679,889)
(351,522)
(23,031,411)
Reconciliation of changes in equity - group
The prior period adjustments do not give rise to any effect upon equity.
Analysis of the effect upon equity
Capital contribution reserve
475,644
827,166
Profit and loss reserves
(475,644)
(827,166)
-
-
Reconciliation of changes in loss for the previous financial period
2024
Notes
£
Adjustments to prior year
Recognition of share based payment charge
(a)
(351,522)
Loss as previously reported
(1,508,777)
Loss as adjusted
(1,860,299)
Changes to the balance sheet - company
As previously reported
Adjustment at 1 Apr 2023
Adjustment at 31 Mar 2024
As restated at 31 Mar 2024
£
£
£
£
Fixed assets
Other intangibles
3,567,413
-
1,561,686
5,129,099
Capital and reserves
Capital contribution reserve
-
409,333
263,308
672,641
Profit and loss reserves
(50,977,407)
(409,333)
1,298,378
(50,088,362)
Total equity
(7,655,732)
-
1,561,686
(6,094,046)
Changes to the profit and loss account - company
As previously reported
Adjustment
As restated
Period ended 31 March 2024
£
£
£
Administrative expenses
(10,208,655)
1,298,378
(8,910,277)
DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
30
Prior period adjustment
(Continued)
- 39 -
Reconciliation of changes in equity - company
1 April
31 March
2023
2024
£
£
Adjustments to prior year
Capitalisation of development costs
(b)
-
1,561,686
Equity as previously reported
(19,131,863)
(7,655,732)
Equity as adjusted
(19,131,863)
(6,094,046)
Analysis of the effect upon equity
Capital contribution reserve
409,333
672,641
Profit and loss reserves
(409,333)
889,045
-
1,561,686
Reconciliation of changes in loss for the previous financial period
2024
£
Adjustments to prior year
Recognition of share based payment charge
(a)
(263,308)
Capitalisation of development costs
(b)
1,561,686
Total adjustments
1,298,378
Loss as previously reported
(3,455,215)
Loss as adjusted
(2,156,837)
Notes to reconciliation
(a) Recognition of share based payment charge

Certain employees of the group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments issued by Duco Technology TopCo Limited (equity-settled transactions). The group has previously not recorded any charge to profit or loss in respect of the shares issued as the shares were purchased at the tax valuation considered at the time to be the fair value.. This has been re-evaluated by management and it has been determined that a share based payment charge should be recorded. The restatement has the effect of reducing the group's profit for the year to 31 March 2024 by £351,522 (company: £263,308) and for earlier periods by £475,644 (company: £409,333) in total. There is no effect on reported net assets for either the company or the group.

DUCO TECHNOLOGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
30
Prior period adjustment
(Continued)
- 40 -
(b) Capitalisation of development costs

During the year, management identified that certain development costs had previously been capitalised across multiple group entities rather than within the entity that holds the legal ownership of the underlying intellectual property. This presentation has been corrected to ensure that all capitalised development costs are recognised within Duco Technology Limited, which holds the legal rights to the related assets. Accordingly, the adjustment has been reflected as a prior year restatement within the company-only financial statements to align the accounting treatment with the substance and ownership of the assets. This correction has no impact on the consolidated financial position or results of the Group.

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