The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 March 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

Auga Technologies Limited is a private company limited by shares and incorporated in England and Wales. The registered office is Ashcombe Court, Woolsack Way, Godalming, United Kingdom, GU7 1LQ. The principal place of business is Unit 10a, Oakhanger Business Park, Oakhanger, Hampshire, GU35 9JA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts 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 taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Assessment Processtrue

Management has undertaken a comprehensive review of the company’s financial position, performance, and cash flow forecasts. The forecasting period extends to March 2027 (17 months from the proposed signing date), and includes consideration of:

• The company’s ability to meet its liabilities as they fall due;

• Recent and forecast trading performance;

• Expected cash flows and available funding;

• Any known commitments and contingencies; and

• Management’s intentions regarding future operations, including planned cost controls, investment and business strategy.

Key Findings

Based on current cash flow projections and committed facilities, the company expects to be able to settle its debts as they fall due throughout the forecast period going forward based on the investment commitment from new and existing shareholders as part of the company restructure that took place between June and September 2025. The company expects to become profit and cash flow break even during the forecast period. Despite the recent challenges that led to the restructure, the Company has continued to service its existing contracts and win a considerable number of new contracts as the business has expanded into the North American education market over the last 18 months. Management see positive momentum across the customer base, particularly in the education sector, and do not see any indications of significant adverse trends.

Conclusion

With the restructure and new investment, Management is committed to a sustainable growth model that keeps the business efficient whilst capitalising on the positive momentum and extensive opportunities available. After considering all available information, management is satisfied that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, it is appropriate to prepare the financial statements on a going concern basis.

The company has changed its accounting reference date to 31 March, to align with fellow group companies. The current reporting period covers the 12 month period ended 31 March 2025. The prior reporting period covered the 6 month period ended 31 March 2024. Therefore, these financial statements are not entirely comparable.

Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, value added tax and other sales taxes or duties.

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:

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

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

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

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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.

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

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

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

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

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

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

Basic financial liabilities, including trade and other creditors and amounts owed to group undertakings, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

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.

The tax expense represents the tax currently payable.

The tax currently payable is based on taxable profit for the period. 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Research and development tax credits are recognised on a receipts basis.

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.

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

When shares and share options are granted to employees a charge is made in the income statement and a reserve created in capital and reserves to record the fair value of the awards at the date of grant in accordance with Section 26 of FRS 102 Share-Based payment. The charge is spread over the vesting period.

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

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

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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

November 2019 scheme

Auga Technologies Limited operates an Enterprise Management Incentive Scheme ('EMI Scheme') for a number of the company's employees. Under the option deed, options may be granted in favour of individuals at the earlier of an exit event or 10 years after the grant date. No such exit event has occurred by 31 March 2025.

At the year end the vesting conditions of Nil (2024: Nil) options were met.

During the year ended 31 March 2025 the company granted options over 15,874 (2024: Nil) ordinary shares in relation to this scheme.

During the period ended 31 March 2025 Nil (2024: Nil) options lapsed in relation to this scheme.

At 31 March 2025 there were 27,031 (2024: 11,157) options still outstanding. 10,424 of these options have an exercise price of £8.90 per share. 733 of these options have an exercise price of £5.34 per share. 15,874 of these options have an exercise price of £7.20 per share (Please see note 10).

No expense (2024: Nil) has been recognised in the profit and loss account for the share options granted in relation to this scheme.

The fair value of the shares at 31 March 2025 is £Nil (2023: £Nil).

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

Restructure

As a result of the business’ financial position, a restructuring exercise was undertaken between June and September 2025 to implement a significant reduction in employee costs and other non-critical cost centres.

Fundraising and acquisition

After the balance sheet date in September 2025, the company was purchased by Vevox Holdings Limited as part of a corporate restructure and equity funding round. The company received funding from new and existing shareholders to drive the business’ revised growth strategy. This funding was contingent on the aforementioned restructuring taking place.

Enterprise Management Incentive Scheme

Following the company restructure, the 27,031 options held in the Enterprise Management Incentive Scheme lapsed. This was due to the exit event taking place and none of the options being excercised.