Company registration number 08033029 (England and Wales)
ACCESS SYSTEMS (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
ACCESS SYSTEMS (UK) LIMITED
COMPANY INFORMATION
Director
Mr Anish Kapoor
Company number
08033029
Registered office
City Tower
Piccadilly Plaza
Manchester M1 4BT
United Kingdom
Equity funders
Route 66 Ventures LLC
2nd Floor
118 King Street
Alexandria
VA 22314
United States
True Ventures
575, High Street, Suite 400
Palo Alto
CA 94301
United States
Beringea/ ProVen VCT plc
55 Drury Lane, Covent Garden
London, WC2B 5SQ
United Kingdom
NPIF NW
Clarence House
Clarence Street
Manchester M2 4DW
United Kingdom
Praetura Ventures
Level 8, Bauhaus
27 Quay St
Manchester M3 3GY
United Kingdom
Auditor
Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester M3 7BG
Bankers
National Westminster Bank Plc
19 Market St
Manchester M1 1WR
United Kingdom
ACCESS SYSTEMS (UK) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 25
ACCESS SYSTEMS (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The director presents the strategic report for the year ended 31 March 2025.

AccessPay continues to delight customers with its bank integration solutions, designed to seamlessly connect the financial technology stack, provide access to financial services, and securely move monies across the globe. AccessPay’s new cash optimisation solutions have delivered significant strategic value for CFOs pursuing global cash visibility and growth.

Review of the business

During the year, AccessPay delivered another period of progress, both operationally and commercially. Turnover increased to £10.3 million, representing a 30% year-on-year increase compared to £7.9 million in the prior year, and the business moved into cash generation from operations. This was driven by continued growth in recurring subscription revenue and global sales expansion, particularly in North America. Despite inflationary pressures and cautious enterprise spending, demand for automation and treasury integration solutions remained strong as corporates continued to prioritise efficiency and compliance.

Gross profit improved to £8.7 million, representing a margin of over 84% (2024: 80%), highlighting the scalability of the business model and the benefit of prior investment in cloud infrastructure.

The company continued to invest in product innovation, focusing on expanding its cash management capabilities and enhancing its integration with major ERP and banking platforms. Deferred income increased by £0.9 million, underlining the strength of recurring contractual revenues and continued customer retention.

The business recorded a statutory loss after tax of £3.4 million (2024: £4.6million), which was in line with its expectations and business plan as it moves from being cash generative operationally to EBITDA and then GAAP profitability. The company closed the year with £2.6 million in cash, a stable position supported by additional equity funding of £1.9 million and additional banking facilities.

The business is planning to continue to grow cash generation and profitability through 2026 by maintaining overhead control and continuing to grow revenues.

Business Development and Operations

Operationally, AccessPay continued to strengthen its platform resilience and scalability. The company maintained 99.99% service availability, reflecting ongoing investment in cloud infrastructure and monitoring capabilities. Core operational processes including customer onboarding, compliance management, and incident response were enhanced through automation initiatives.

The year also saw the successful conclusion of legacy NPIF loan note arrangements, simplifying the company’s capital structure and removing associated high-cost debt. The business secured new banking facilities with NatWest, providing enhanced liquidity to support growth investment and consolidating all the debt with one provider.

With the move into cash generation and increasing profitability and the continued availability of funds from existing shareholders, the company is exploring options to acquire businesses to further accelerate growth.

Commercially, AccessPay continued to expand its client base across key sectors such as legal/professional services, insurance, and manufacturing, as well as deepening relationships with existing enterprise customers.

Partnerships with major financial institutions and technology providers continued to support the company’s strategy of being the “connectivity layer” between corporate finance systems and global payment networks.

Looking ahead, the company remains focused on expanding its cash and treasury management functionality, enhancing API connectivity, and exploring opportunities to integrate with real-time payment and open banking infrastructures

ACCESS SYSTEMS (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Principal risks and uncertainties

Economic conditions

AccessPay’s products and services are designed to make businesses more efficient and secure in managing their banking and payment operations. In periods of economic uncertainty or downturn, potential customers may prioritise conserving cash and delay investment in new technology. The company mitigates this risk by maintaining a diversified customer base across industries and geographies, and demonstrating the cost and control benefits of automation, even in constrained environments.

Regulatory

The business operates in a Regulated environment, where financial services and data security standards continue to evolve. Changes to regulation such as those affecting payments messaging standards, operational resilience, or data processing could impact the company’s compliance costs or operating model.
AccessPay monitors developments in regulation closely, works proactively with industry partners and advisors, and maintains robust governance and compliance frameworks to ensure ongoing adherence to applicable requirements.

Data security (incl cyber & GDPR)

The business processes sensitive financial data on behalf of its customers and recognises that information security is central to its reputation and trust. AccessPay follows industry best practices in cybersecurity and data protection, with measures including encryption, multi-factor authentication, intrusion detection, and regular penetration testing. Compliance with the UK GDPR and ISO27001 standards is embedded in company operations, supported by continuous monitoring, staff training, and incident response planning. Nevertheless, the threat of cyberattack and data misuse remains a material risk to all businesses operating in the fintech sector.

Disruption to infrastructure/operations

AccessPay’s services are delivered via a robust, cloud-based architecture designed for resilience and scalability, with systems engineered to achieve 99.99% availability. Despite this, extreme natural events, cyber incidents, supply chain failures, or acts of terrorism could disrupt services or impact customer operations. To mitigate these risks, the company maintains comprehensive disaster recovery and business continuity plans.

People

AccessPay’s people remain at the heart of its success. The company employed an average of 134 staff (2024: 125) across sales & marketing, development, service delivery, and corporate functions. Investment in talent, culture, and professional development remained a key priority throughout the year.

Employee engagement initiatives included leadership development programmes, enhanced career progression frameworks, and expanded technical training across engineering and cybersecurity teams. Hybrid working continued to be supported, balancing flexibility with collaboration and team performance.

The company places strong emphasis on wellbeing, diversity, and inclusion, with dedicated initiatives designed to support employee health and promote a positive, high-performance culture. Staff turnover remained within expected levels for the sector, and the company continues to attract skilled professionals.

AccessPay recognises that maintaining a motivated and capable workforce is essential to the delivery of its growth ambitions and will continue to invest in its people and leadership capabilities to support future expansion.

On behalf of the board

Mr Anish Kapoor
Director
5 November 2025
ACCESS SYSTEMS (UK) LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

The director presents his annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company was the design, development and implementation of cloud-based payment and cash management solutions.

Results and dividends

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

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was :

Mr Anish Kapoor
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its director during the year. These provisions remain in force at the reporting date.

Auditor

In accordance with the company's articles, a resolution proposing that Royce Peeling Green Limited be reappointed as auditor of the company will be put at a General Meeting.

Statement of director's responsibilities

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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. He is 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.

ACCESS SYSTEMS (UK) LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
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 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.

Medium-sized companies exemption

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

On behalf of the board
Mr Anish Kapoor
Director
5 November 2025
ACCESS SYSTEMS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ACCESS SYSTEMS (UK) LIMITED
- 5 -
Opinion

We have audited the financial statements of Access Systems (UK) Limited (the 'company') for the year ended 31 March 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 March 2025 and of its loss for the year then ended;

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

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

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 director's 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 director 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 director is 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 director's 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 director's report have been prepared in accordance with applicable legal requirements.

ACCESS SYSTEMS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ACCESS SYSTEMS (UK) LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

- At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how management seek to comply with them. This helps us to make appropriate risk assessments.

- During the audit we focus on relevant risk areas and review compliance with laws and regulations through making relevant enquiries and corroboration by, for example, reviewing Board Minutes and other documentation.

- We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

  1. Review of controls set in place by management

  2. Enquiry of management as to whether they consider fraud or other irregularities may have occurred or where such opportunity might exist

  3. Challenge of management assumptions with regard to accounting estimates

  4. Identification and testing of journal entries, particularly those which may appear to be unusual by size or nature.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements, or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we are less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

ACCESS SYSTEMS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ACCESS SYSTEMS (UK) LIMITED (CONTINUED)
- 7 -

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.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Martin Chatten
Senior Statutory Auditor
For and on behalf of Royce Peeling Green Limited
5 November 2025
Chartered Accountants
Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
ACCESS SYSTEMS (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
Year
Period
ended
ended
31 March
31 March
2025
2024
Notes
£
£
Turnover
3
10,259,130
9,635,422
Cost of sales
(1,608,534)
(1,963,325)
Gross profit
8,650,596
7,672,097
Administrative expenses
(11,216,131)
(11,543,180)
Operating loss
4
(2,565,535)
(3,871,083)
Interest payable and similar expenses
7
(783,435)
(721,619)
Loss before taxation
(3,348,970)
(4,592,702)
Tax on loss
8
-
0
-
0
Loss for the financial year
(3,348,970)
(4,592,702)

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

ACCESS SYSTEMS (UK) LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
9
5,044,739
4,876,422
Tangible assets
10
102,802
97,600
5,147,541
4,974,022
Current assets
Debtors
11
1,966,442
2,321,520
Cash at bank and in hand
2,615,177
2,573,044
4,581,619
4,894,564
Creditors: amounts falling due within one year
12
(10,655,695)
(11,406,314)
Net current liabilities
(6,074,076)
(6,511,750)
Total assets less current liabilities
(926,535)
(1,537,728)
Creditors: amounts falling due after more than one year
13
(4,471,526)
(2,440,141)
Net liabilities
(5,398,061)
(3,977,869)
Capital and reserves
Called up share capital
18
22,166,268
20,237,490
Share premium account
16
5,257,772
5,257,772
Equity reserve
20
-
0
327,782
Profit and loss reserves
(32,822,101)
(29,800,913)
Total equity
(5,398,061)
(3,977,869)
The financial statements were approved and signed by the director and authorised for issue on 5 November 2025
Mr Anish Kapoor
Director
Company Registration No. 08033029
ACCESS SYSTEMS (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 31 December 2022
19,237,490
5,257,772
327,782
(25,208,211)
(385,167)
Period ended 31 March 2024:
Loss and total comprehensive income
-
-
-
(4,592,702)
(4,592,702)
Issue of share capital
18
1,000,000
-
0
-
-
1,000,000
Balance at 31 March 2024
20,237,490
5,257,772
327,782
(29,800,913)
(3,977,869)
Year ended 31 March 2025:
Loss and total comprehensive income
-
-
-
(3,348,970)
(3,348,970)
Issue of share capital
18
1,928,778
-
0
-
-
1,928,778
Other movements
-
-
(327,782)
327,782
-
Balance at 31 March 2025
22,166,268
5,257,772
-
(32,822,101)
(5,398,061)
ACCESS SYSTEMS (UK) LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
23
76,324
(932,347)
Interest paid
(1,179,308)
(483,024)
Income taxes refunded
-
0
67,443
Net cash outflow from operating activities
(1,102,984)
(1,347,928)
Investing activities
Development of intangible assets
(2,400,201)
(3,148,826)
Purchase of tangible fixed assets
(64,043)
(66,531)
Net cash used in investing activities
(2,464,244)
(3,215,357)
Financing activities
Proceeds from issue of shares
1,928,778
1,000,000
Repayment of loan notes
(1,350,802)
-
New/ (repayment of) bank loans
3,031,385
1,500,000
Net cash generated from financing activities
3,609,361
2,500,000
Net increase/(decrease) in cash and cash equivalents
42,133
(2,063,285)
Cash and cash equivalents at beginning of year
2,573,044
4,636,329
Cash and cash equivalents at end of year
2,615,177
2,573,044
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
1
Accounting policies
Company information

Access Systems (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is City Tower, Piccadilly Plaza, Manchester, United Kingdom, M1 4BT.

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 set out below.

The company has not prepared consolidated financial statements as the activities, assets and liabilities of its subsidiary companies are immaterial.

1.2
Going concern

The true c ompany meets its day-to-day capital requirements through cash generated from trading and cash resources raised from investors.

The Director believes that the c ompany has access to considerable financial resources and, therefore, believes that it is well placed to manage its business risks successfully.

The c ompany's forecasts and projections show that the Director has a reasonable expectation that the c ompany has access to sufficient resources to continue in existence for the foreseeable future. Thus the c ompany continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

The recurring income of contracts spanning multiple accounting periods is recognised over the term of the contract. Any recurring income received but not recognised end of the accounting period is held on the balance sheet as deferred income. Professional services income is recognised on the basis of percentage of contract completion.

1.4
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.

1.5
Intangible fixed assets other than goodwill

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

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
3 years
1.6
Tangible fixed assets

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

ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -

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

Leasehold improvements
3 years
Fixtures and fittings
5 years
Equipment
3 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 credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company 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.

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.

1.8
Cash at bank and in hand

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.

1.9
Financial instruments

In accordance with FRS 102.22, financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions:

(a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and

(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -

Basic financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Trade and other debtors / creditors

Trade and other debtors and t rade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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 company 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.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
1.10
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.11
Equity instruments

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

1.12
Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense. Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

1.13
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. T ermination 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.

1.14
Retirement benefits

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

1.15
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 Black Scholes 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.

ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.16
Leases

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

1.17
Foreign exchange

Transactions in foreign currencies are translated to the Company’s functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account.

2
Judgements and key sources of estimation uncertainty

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

The estimates and underlying assumptions are reviewed on an 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 periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Development cost amortisation rates

All intangible assets are considered by FRS 102 to have a finite useful life. The expected useful life of the asset is estimated by the directors. The depreciable amount of an intangible asset is charged on a systematic basis over its useful life. Where there is a change in circumstance regarding the recognition criteria for capitalisation of development costs such as forecast sales of products developed this could lead to reassessment of the useful life of that asset.

ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
3
Turnover and other revenue
Year
15 month period
2025
2024
£
£
Turnover analysed by class of business
Subscription turnover
9,463,581
8,964,189
Professional services turnover
795,549
671,233
10,259,130
9,635,422
Turnover analysed by geographical market
United Kingdom
8,101,376
8,106,421
Other
2,157,754
1,529,001
10,259,130
9,635,422
4
Operating loss
Year
15 month period
2025
2024
Operating loss for the year is stated after charging:
£
£
Exchange losses
6,559
7,876
Fees payable for the audit of the company's financial statements
-
0
13,500
Depreciation of owned tangible fixed assets
58,841
62,513
Amortisation of intangible assets
2,231,884
2,177,621
Operating lease charges
246,739
313,300
EBITDA
(274,810)
(1,630,949)
5
Director's remuneration
Year
15 month period
2025
2024
£
£
Remuneration for qualifying services
40,749
52,084

The company has recharged £141,809 (75%) (2024: £179,601 (75%)) of the director's costs to the parent company Access Systems Inc.

ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
6
Employees

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

Year
15 month period
2025
2024
Number
Number
Sales & marketing
45
38
Research & development
46
44
Service delivery
18
19
General & administration
25
24
134
125

Their aggregate remuneration comprised:

£
£
Wages and salaries
8,275,341
8,698,801
Social security costs
944,110
1,035,975
Pension costs
167,521
158,769
9,386,972
9,893,545

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.

7
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
626,195
476,843
Other interest on financial liabilities
133,292
213,750
759,487
690,593
Other finance costs:
Other interest
23,948
31,026
783,435
721,619
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
8
Taxation

The actual 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:

Year
15 month period
2025
2024
£
£
Loss before taxation
(3,348,970)
(4,592,702)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 23.80%)
(837,243)
(1,093,063)
Unutilised tax losses carried forward
1,052,058
1,093,063
Tax relief on accrued interest paid
(214,815)
-
0
Taxation charge for the year
-
-

Deferred tax asset

The company has carried forward tax losses of some £28 million (2024: £24 million); no deferred tax asset has been recognised on the grounds that the timing of its recovery is not sufficiently certain.

9
Intangible fixed assets
Development costs
£
Cost
At 1 April 2024
14,976,293
Additions - internally developed
2,400,201
At 31 March 2025
17,376,494
Amortisation and impairment
At 1 April 2024
10,099,871
Amortisation charged for the year
2,231,884
At 31 March 2025
12,331,755
Carrying amount
At 31 March 2025
5,044,739
At 31 March 2024
4,876,422
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
10
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Equipment
Total
£
£
£
£
Cost
At 1 April 2024
63,954
69,869
382,705
516,528
Additions
-
0
461
63,582
64,043
At 31 March 2025
63,954
70,330
446,287
580,571
Depreciation and impairment
At 1 April 2024
63,954
47,708
307,266
418,928
Depreciation charged in the year
-
0
5,163
53,678
58,841
At 31 March 2025
63,954
52,871
360,944
477,769
Carrying amount
At 31 March 2025
-
0
17,459
85,343
102,802
At 31 March 2024
-
0
22,161
75,439
97,600
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,236,345
1,354,001
Amounts owed by group undertakings
110,669
479,393
Other debtors
45,061
485
Prepayments and accrued income
574,367
487,641
1,966,442
2,321,520
12
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Loan notes 2024
14
-
0
2,369,778
Bank loans
14
2,500,000
1,500,000
Trade creditors
434,338
526,280
Other taxation and social security
591,602
526,600
Deferred income
6,431,319
5,509,354
Other creditors
12,236
413,245
Accruals
686,200
561,057
10,655,695
11,406,314
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
13
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
14
4,471,526
2,440,141
14
Borrowings
2025
2024
£
£
Loan notes 2024
-
0
2,369,778
Bank loans
6,971,526
3,940,141
6,971,526
6,309,919
Payable within one year
2,500,000
3,869,778
Payable after one year
4,471,526
2,440,141

The net proceeds received from the issue of the loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert part of the financial liability into equity.

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.

The equity component of the convertible loan notes was credited to the equity reserve but has been released to profit and loss reserves in the year following the settlement of the loan notes.

ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
14
Borrowings
(Continued)
- 22 -

NPIF loan notes

On 21 February 2018, the Company, the parent and the director entered into a £1,000,000 loan note agreement with NPIF NW Equity LP (“NPIF”) which was fully drawn down on 22 February 2018. The loan amount including accrued interest is repayable in one repayment on 2 3 December 2024. Interest accrues daily at the rate of 15% per annum.

On 25 January 201 9, the Company, the parent and the director entered into a further agreement with NPIF for loan notes of £350,802. The loan amount including accrued interest is repayable in one repayment on 23 December 2024. Interest accrues daily at the rate of 6% per annum.

The loan note balance is offset by deferred arrangements costs being written off over the period of the loan notes.

The loan notes and associated interest were settled in November 2024 partly in cash and partly through the issue of equity in Access Systems Inc.

Natwest loans

On 31 January 2024, the Company entered into an agreement with Natwest Bank PLC for total borrowing facilities of £6.2m comprising a revolving credit facility of £1.5m and term loan facilities of £4.7m of which £2.7m was drawn down on completion.

The further £2.0m term loan facility was drawn down in November 2024 and used to repay the NPIF loan notes. In November 2024, the revolving credit facility was expanded by a further £1m, bringing the total revolving credit facility to £2.5m.

The total Natwest borrowings at year-end stands at £7.2m, of which £4.7m is term loan and £2.5m is revolving credit facility.

The loan balance is offset by deferred arrangements costs being written off over the period of the loan.

The facilities are secured by fixed and floating charges over all of the company's assets and undertakings. The loan balance is offset by deferred arrangements costs being written off over the period of the loans.

15
Share warrants

As part of various financing arrangements the company has issued warrants to a number of lenders in respect of its equity share capital or that of its parent company Access Systems Inc.

- Under the first warrant the holder has the right to subscribe for 1.1% of the company’s share capital with an associated put option which gives the warrant holder the right to sell the shares received on exercise of the warrant to the parent company at fair value on the date of sale. The exercise of the warrant is limited to certain exercisable events arising.

- Under the third warrant the holder has the right to subscribe for £420,000 of share capital in the parent company. The warrant expires in 2027.

No amounts have been recognised in the financial statements of the company with regards to any of the warrants or put options.

16
Share premium account

The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.

ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
17
Share-based payment transactions

The Company operates an Enterprise Management Incentive (EMI) employee share option scheme.

The share options give the holder the right to buy shares in the Company’s parent company, Access Systems Inc. Each option entitles the holder to acquire one ordinary share in Access Systems Inc. at a cost of $0.0 1 to $0.25 per share. Employees can acquire 25% of their allocation twelve months after the vesting start date and thereafter 1/36 th of the balance every month of employment to the 36 th month after the vesting start date. No option may be exercised more than ten years after its date of grant. As at 3 1 March 20 24 44 employees had exercised some of their options.

The number of share options outstanding at the start and end of the year are as follows:

Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
$
$
Outstanding at 1 April 2024
11,515,000
9,750,000
0.10
0.08
Granted
840,000
2,100,000
0.10
0.25
Forfeited
(1,535,624)
0
(231,374)
0
0.25
0.23
Exercised
(69,376)
0
(103,626)
0
0.25
0.16
Outstanding at 31 March 2025
10,750,000
11,515,000
0.08
0.10
Exercisable at 31 March 2025
8,232,083
10,807,306
0.03
0.05

The options outstanding at 31 March 2025 had an average exercise price of $0.10 and an average remaining contractual life of 4 years 4 months.

No amounts have been recognised in the financial statements with regards to the share options as the fair value of the options deemed likely to be exercised is negligible.

18
Share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
Ordinary shares of £1 each
22,166,268
20,237,490

In the year the parent company subscribed for 1,928,778 shares at £1 per share for cash.

19
Equity reserve

The equity reserve comprised an amount of £327,782 at 31 March 2024 being the equity component of the loan notes and associated derivative issued in 2019 and 2018. This reserve was released to profit and loss reserve in the year when the loan notes matured.

ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
20
Operating lease commitments: lessee

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:

2025
2024
£
£
Within one year
181,368
180,251
Between two and five years
428,057
590,108
609,425
770,359
21
Related party transactions

The company was wholly owned throughout the period by Access Systems Inc.

During the period the company had two wholly owned subsidiaries, Access Systems EBT Ltd. and Access Financial Analytics Ltd. The registered office of both wholly owned subsidiaries is City Tower, Piccadilly Plaza, Manchester, M1 4BT, United Kingdom.

The company has taken advantage of the exemptions available under Financial Reporting Standard 102 not to disclose key management personnel compensation, and not to disclose transactions with wholly owned subsidiaries or the parent company.

22
Ultimate controlling party

The Company is controlled by Access Systems Inc., which is also the ultimate controlling party. Access Systems Inc. is also the ultimate and immediate parent company and is incorporated in the United States of America. Access Systems Inc.’s registered office is 575 High Street, Suite 400, Palo Alto, CA 94301, USA.

23
Cash generated from operations
12 months to
15 months to
March 31,
March 31,
2025
2024
£
£
Loss for the year after tax
(3,348,970)
(4,592,702)
Adjustments for:
Finance costs
783,435
721,619
Amortisation and impairment of intangible assets
2,231,884
2,177,621
Depreciation and impairment of tangible fixed assets
58,841
62,513
Movements in working capital:
(Increase) in debtors
(268,025)
(1,077,805)
(Decrease)/increase in creditors
(302,806)
574,709
Increase in deferred income
921,965
1,201,698
Cash generated from/(absorbed by) operations
76,324
(932,347)
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
24
Analysis of changes in net debt
1 April 2024
Cash flows
Other non-cash changes
31 March 2025
£
£
£
£
Cash at bank and in hand
2,573,044
42,133
-
2,615,177
Borrowings excluding overdrafts
(6,309,919)
(1,151,388)
489,781
(6,971,526)
(3,736,875)
(1,109,255)
489,781
(4,356,349)

Borrowings and associated cash flows includes capitalised interest associated with loan notes.

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