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Registered number: 12144978 (England and Wales)
DRAGONFLY EYE LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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COMPANY INFORMATION
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The News Building 7th Floor
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ZEDRA Corporate Reporting Services (UK) Limited
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CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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DRAGONFLY EYE LIMITED
REGISTERED NUMBER:12144978
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BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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DRAGONFLY EYE LIMITED
REGISTERED NUMBER:12144978
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BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
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Capital contribution reserve
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 15 form part of these financial statements.
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DRAGONFLY EYE LIMITED
REGISTERED NUMBER:12144978
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital contribution reserve
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Share based payment expense
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Shares issued during the year
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Share based payment expense
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.
On 21 February 2025, FiscalNote, Inc., an indirect wholly-owned subsidiary of FiscalNote Holdings, Inc., entered into an equity purchase agreement for the sale of the Company. The transaction closed in Q1 2025, and Factiva Limited became the new parent company of the Company.
As at year end, the Company is in a net liability position, primarily due to intercompany payables, and remains reliant on continued financial support from its parent company. The directors have assessed the expected future cash requirements of the Company, together with the parent company’s forecasts, for a period of at least 12 months from the date of signing these financial statements. Based on this assessment, the directors have concluded that the required support will remain available.
The Company has received written confirmation from its parent company that it will continue to provide financial support for at least 12 months from the date of signing these financial statements. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
The Company is recognising its revenue in line with the wider group, which is to utilise the provisions of US GAAP Accounting Standard 606. There are no material differences arising from this departure from FRS 102 as the revenue is recognised in line with the service delivery, the Company's accounting policy identifies service delivery as performance obligations and uses these to measure revenue recognition appropriately.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. Intangible assets are amortised on a straight-line basis over the estimated useful life that has been determined to be three years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
The Company capitalises commission costs associated with obtaining sales contracts, this is a departure from FRS 102 and aligns with the revenue accounting policy. The contract costs are amortised over a four year period, deemed to be the average life of a customer contract.
Debtors due after more than one year are measured initially at transaction price and then subsequently measured at amortised cost.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
Long-term creditors are initially recognised at fair value, net of any transaction costs and then subsequently measured at amortised cost using the effective interest rate method.
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Judgements in applying accounting policies
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The preparation of the financial statements in accordance with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are addressed below.
Capitalisation of commission costs
In line with the Company's departure from FRS 102 for revenue as described in note 1.5, the Company has capitalised incremental costs to obtain contracts. The directors have judged that there is sufficient basis within FRS 102 for the recognition of an asset as those contract costs are generating future economic benefit for the Company over the life of the revenue contracts. This is a significant judgement which could have a material impact on the financial position of the Company. Furthermore, these contracts are amortised over a four year period, which is an estimate of the useful life of a customer, as such this carries estimation uncertainty which could have a material impact on these financial statements.
Useful economic life of intangible fixed assets
The directors have reviewed the asset lives and associated residual values of intangible fixed assets, and has concluded that asset lives and residual values are appropriate.
The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, management consider factors such as technological innovation, product life cycles and maintenance programs.
Deferred tax asset
Management have determined that the Company's expected future performance is sufficient to recognise a deferred tax asset for the Company’s carried forward, unrelieved tax losses. Management have considered the uncertainty in relation to the expected timing of the utilisation of losses but believe based on the Company’s current and forecast growth that the Company will obtain the benefit of tax relief available to them. This is a significant judgement which could have an impact to these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
The audit report was signed on 15 December 2025 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.
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The average monthly number of employees, including directors, during the year was 54 (2023 - 54).
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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Investments in subsidiary company
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The following was a subsidiary undertaking of the Company:
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600 Northbridge Road, Singapore 188778
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Due after more than one year
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Prepayments and accrued income
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Prepayments and accrued income due after more than one year are expected to be realised within four years, the effects of discounting are not material to these financial statements.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Included within prepayments and accrued income are deferred commissions of £108,241 (2023: £51,181). These commissions are recognised over the duration of the related sales contracts.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Accruals and deferred income and other creditors in the comparatives have been reanalysed to better reflect their nature, which has resulted in a movement of £135,495 between these two accounts.
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Creditors: Amounts falling due after more than one year
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Accruals and deferred income
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Included within accruals and deferred income is deferred revenue of £19,122 (2023: £80,796) that is expected to earned after more than one year.
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Charged to profit or loss
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Deferred taxation (continued)
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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Short term timing differences
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Allotted, called up and fully paid
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84,531 (2023 - 84,531) Ordinary shares of £1.00 each
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Share premium account
The share premium account represents the amount received by the company on the issue of shares that is in excess of their nominal value. This reserve is not distributable.
Capital contribution reserve
Certain employees of the Company have been granted options and Restricted Stock Unites ("RSUs") over the shares in FiscalNote Holdings, Inc., the Company's ultimate parent. The options are granted at the listed share price on the grant date and vest over a period of three years.
Where RSUs are awarded to employees, the fair value of the RSUs at the date of grant is charged to profit or loss over the vest period.
An expense equivalent to the fair value of the share options granted is recognised evenly over the vesting period with a corresponding amount being recognised in the capital contribution reserve.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
FiscalNote Holdings, Inc. is the parent company of the smallest group for which consoldiated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 1201 Pennsylvania Avenue NW, 6th Floor, Washington DC, United States, 20004.
After the sale of the company, the immediate parent undertaking is Factiva Limited, a company registered and incorporated in England and Wales.
The largest and smallest group in which the result of the Company is consolidated is that headed by News Corporation. Copies of News Corporation's consolidated financial statements can be obtained from 1211 Avenue of Americas, New Tork, NY 10036.
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Assets pledged as security
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At the year end, the Company had charges registered in favour of Runway Growth Finance Corporation. These were fixed and floating charges over the assets of the Company, securing the debts of other companies within the wider group. This charge was satisfied on the 3 April 2025. This is a non-adjusting post balance sheet event.
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Post balance sheet events
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On 21 February 2025, FiscalNote, Inc., an indirect wholly-owned subsidiary of FiscalNote Holdings, Inc., entered into an equity purchase agreement for the sale of the Company. The transaction closed in Q1 2025, and Factiva Limited became the new parent company of the Company. This is an adjusting event, and the disclosure has been amended accordingly in note 1.3 to these financial statements.
On 1 July 2025, the Company entered into a distribution agreement with its new parent company, Factiva Limited. Under the terms of this agreement, the parent company will act as a distributor for the Company’s products, and a margin of 2.25% has been agreed upon. This is a non-adjusting event.
There were no other non-adjusting or other adjusting events occurring between the end of the reporting year and the date these financial statements were approved.
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