The directors present their strategic report for the year ended 31 March 2024.

Review of the business of the group's principal activities during the year continued to be the provision of software solutions including development and consultancy services, to Insurance companies, Banks and other Financial Institutions, and staff recruitment services mainly in the IT sector.

The key financial and other performance indicators during the year were as follows for the group:

Our increase in turnover is a result of our strategy and continued investment in our products and services. In our insurance business, our Synergy2 product, continues to improve with more functionality and during the year we secured new clients and continued to upgrade our existing client base. Our banking solution, Siena, like our insurance software has benefited from continued investment and with an integrated Asset Liability Management (ALM) solution existing clients have taken upgrades and we have new prospects on the horizon. Our recruitment division had a strong year during which we placed numerous candidates in the UK, Germany, Switzerland and Nordics and this has resulted in us signing with a large multi-national consultancy business in Germany on a subscription model.

During the year we have invested in some key senior hires to strengthen the team into the future.

We have continued to maintain a strong cash position and still have no debt on our balance sheet.

Eurobase has continued to recognise the impact to the environment and is developing working practices to support our evolving ESG policy. Eurobase continues to be a carbon neutral company and with us committing to Science Based Initiatives (SBI) we will continue to focus on the impact we have and how we can improve.

Outlook
With the new client wins, prospective opportunities and existing customer projects commenced during 2025 the insurance and banking businesses are looking very positive. Across both our banking and insurance businesses we have continued our roadmap investment, including Cloud Hosting and AI, which should place us in a strong position going forward. Our recruitment business continues to build on their success and are continuing to work towards winning further long-term innovative recruitment partnerships within the existing client base and new customers.

We have identified some key strategic investments in hires that will help build the organisational resilience we require to adapt and succeed in a changing environment. These appointments, during 2025/26, will help drive sustainable growth, set up our businesses for success, enhance our innovation and reinforce our company culture across all three business units.

We have a strong healthy balance sheet and with a good cash balance, therefore the directors are confident that we have the resources and means to grow in 2025 and beyond

*Turnover consists of a number of revenue streams across the group: - Banking and Insurance includes recurring revenues for annual support and licences fees, one-off revenue for development, implementation and consultancy. Recruitment revenue includes one off placement fees and monthly revenue for placing contractors on short to medium term contracts.

The principal risks to the company are as follows:

Liquidity risk
The group operates a treasury function within its finance department which is responsible for managing the liquidity, available funds and all other financial risks associated with its activities. The group has sufficient cash resources to meet its needs and is not dependent on external borrowing. It does not use derivative financial instruments and does not engage in forward speculation for either overseas transactions or investing those cash resources not required for immediate day to day trading. Such resources are invested through one United Kingdom high street bank

Foreign exchange transactional currency exposure
The group is limited to currency exchange rate risk as most of its receivables are in Sterling with only a few contracts in Euro or US$. Any foreign currency held is regularly converted into Sterling. As a result, no active management of this risk is undertaken.

Customer credit exposure
All clients of the group are initially subjected to credit verification procedures and credit control procedures are in place to monitor trade debts to ensure timely action is taken as necessary to safeguard the group’s position.

I would like to thank our customers, suppliers, business partners and staff for combining to produce the success story that Eurobase continues to be, especially in these difficult times.

On behalf of the board

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

The principal activity of the company and group continued to be that of software development and consultancy services

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £820,000. The directors do not recommend payment of a further dividend.

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

The group undertakes significant research and development each year which is capitalised as intangible fixed assets. Costs associated with the maintenance of systems and research expenditure is charged to the profit and loss account as these costs are incurred. This is required due to the nature of the business and the development of bespoke systems created for clients. Such expenditure is considered likely to continue for the foreseeable future.

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

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

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• 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.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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

We have audited the financial statements of Eurobase International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 group's and the parent company's affairs as at 31 March 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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.

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

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

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

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

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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our: general commercial and sector experience; through verbal and written communications with those charged with governance and other management and via inspection of the company’s regulatory and legal correspondence.

We discussed with those charged with governance and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations to our team and remained alert to any indicators of non-compliance throughout the audit, we also specifically considered where and how fraud may occur within the company.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the group is subject to laws and regulations that directly affect the financial statements, including: the company’s constitution, relevant financial reporting standards; company law; tax legislation and distributable profits legislation and we assess the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly the group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on the amounts or disclosures in the financial statements, for instance through the imposition of fines and penalties, or through losses arising from litigations. We identified the following areas as those most likely to have such an affect: employment legislation; health and safety legislation; data protection legislation; anti-bribery and anti-corruption legislation.

ISAs (UK) limit the required procedures to identify non-compliance with these laws and regulations, and no procedures over and above those already noted are required. These limited procedures did not identify any actual or suspected non-compliance with laws and regulations that could have a material impact on the financial statements.

In relation to fraud, we performed the following specific procedures in addition to those already noted:

• Challenging assumptions made by management in its significant accounting estimates in particular: depreciation and amortisation rates and property valuation;

• Identifying and testing journal entries, in particular any entries posted with unusual nominal ledger account combinations, journal entries crediting cash or any revenue account and large and unusual entries;

• Performing analytical procedures to identify unexpected movements in account balances which may be indicative of fraud;

• Ensuring that testing undertaken on both the performance statement, and the Balance Sheet includes a number of items selected on a random basis;

• Discussions with management; and

• Reviewing board minutes where available

These procedures did not identify any actual or suspected fraudulent irregularity that could have a material impact on the financial statements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with ISAs (UK). For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the procedures that we are required to undertake would identify it. In addition, as with any audit, there remains a high risk of non-detection of irregularities, as these might involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls. We are not responsible for preventing non-compliance with laws and regulations or fraud, and cannot be expected to detect non-compliance with all laws and regulations or every incidence of fraud.

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 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.

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

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

Eurobase International Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Essex House, 2 County Place, Chelmsford, Essex, CM2 0RE.

The group consists of Eurobase International Limited and all of its subsidiaries.

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

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

The financial statements have been prepared under the historical cost convention, except for certain financial instruments as specified in the accounting policies below.

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:

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

disclosures.

The consolidated group financial statements consist of the financial statements of the parent company Eurobase International Limited together with all entities controlled by the parent company (its subsidiaries).

The financial statements for all group members are made up to 31 March 2024, in line with the parent company.

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.

After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Turnover consists of the invoiced value (excluding VAT) for goods and services supplied to third parties. On long-term contracts, revenue is recognised in accordance with FRS102 and the percentage completion method. Licence and support revenues are normally recognised over the period to which they relate. Any costs directly incurred on long term contracts in the period between initial delivery and client acceptance which are not otherwise recoverable from the client are matched against the related licence fee in the year the cost is incurred.

Costs associated with maintaining our software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of unique software controlled by the company are recognised as intangible assets. Directly attributable costs that are capitalised as part of the software include the software development employee costs. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Development costs are only capitalised if there is an ability to use or sell the software and that it can be demonstrated how the software will generate probable future economic benefits.

Development costs that are recognised as intangible assets are amortised are amortised over 5 years on a straight line basis once the development has been completed.

Tangible fixed assets are capitalised at their purchase cost plus the associated costs of purchase and/or delivery. Depreciation is provided on all tangible fixed assets at rates calculated to write down the cost of assets, less amounts attributable to land, to their estimated residual values at the end of their anticipated useful lives using the straight line method. The rates applicable are:

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Equity investments 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.

In 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.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of the affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised in profit or loss.

The group 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 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.

Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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.

The tax expense represents the sum of the tax currently payable and deferred 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 arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the group's accounts. Deferred tax is provided in full on timing differences which result in a material obligation to pay more (or less) tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on the current tax rates and laws.

Short-term employee benefits and contributions to defined contribution plans are recognised as an expense in the period in which they are incurred.

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

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 option pricing 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.

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.

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 are included in the profit and loss account for the period.

Pension costs

The group operates a grouped personal pension scheme for all employees. The scheme is a defined contribution scheme. Contributions in respect of this scheme are charged to the profit and loss account in the year in which they fall due.

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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The fair value of the freehold property was professionally valued in 2022. The directors review the valuation on a yearly basis and refer to a professional valuation when required.

Amortisation is provided for on intangible fixed assets. Amortisation rates used are the management's best estimates of the useful economic life of these assets.

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

Their aggregate remuneration comprised:

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

During the year 3 directors accrued benefits under the company's pension scheme (2023: 3)

Investment property comprises of a flat in London held for capital appreciation. The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors who have deemed that the fair value of the property has not moved since it's acquisition in 2020. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

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

The freehold property is Essex House, the company's headquarters office in Chelmsford.

Land and buildings were revalued at 29 March 2022 by Kemsley LLP, independent valuers not connected with the company, on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.

If revalued assets were measured on an historical cost basis rather than a fair value basis, the carrying amounts would be as follows:

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

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.

On 17 June 2014, 18 February 2015 and 29 July 2019 Enterprise Management Incentive (EMI) share option schemes were established. These will give key management the option to acquire a total of 3.4% of the company's ordinary share capital. The options granted on 17 June 2014 and 18 February 2015 were cancelled and replaced with the share option scheme created on 29 July 2019 for 11,465 Ordinary C shares and 1,000 ordinary D shares.

As at the 31 March 2025, 1,375 of the Ordinary C share options and 1,000 of the Ordinary D share options had been cancelled.

The remaining options will be exercisable only in the event of the sale of the company to a third party purchaser within ten years of the scheme inception, subject to the employees still being employed by the company at the point of sale.

There were 10,090 10p ordinary C share options in existence at the year end. The price of these options is £156 each.

Reserves comprise of a profit and loss reserve of £4,333,255 which is distributable.

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:

Included within other creditors is an amount of £280,725 due to J Wilson (2024: £5,933).

With regard to transactions with other group members, all of whom are also wholly owned by Eurobase International Limited, advantage has been taken of the exemption in FRS 102 not to disclose such transactions as being between related parties.

For both the current and prior year, the group was controlled by J Wilson by virtue of him owning the majority of the issued share capital of Eurobase International Limited.