ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: SC235713

DAXTRA TECHNOLOGIES LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

DAXTRA TECHNOLOGIES LIMITED

CONTENTS

	Page
Company Information	1
Group Strategic Report	2 - 4
Directors' Report	5 - 6
Directors' Responsibilities Statement	7
Independent Auditor's Report	8 - 11
Consolidated Profit and Loss Account	12
Consolidated Statement of Comprehensive Income	13
Consolidated Balance Sheet	14
Company Balance Sheet	15
Consolidated Statement of Changes in Equity	16 - 17
Company Statement of Changes in Equity	18
Consolidated Statement of Cash Flows	19
Notes to the Financial Statements	20 - 40

DAXTRA TECHNOLOGIES LIMITED

COMPANY INFORMATION

Directors	S P Finch
	R L Morse
	K Ball


Company secretary	MBM Secretarial Services Limited


Registered number	SC235713


Registered office	Suite 2
	Ground Floor Orchard Brae House
	30 Queensferry Road
	Edinburgh
	EH4 2HS


Trading Address	Top Floor South
	Harbour Point
	Newhailes Road
	Musselburgh
	EH21 6QD



Independent auditor	Blick Rothenberg Audit LLP
	Chartered Accountants & Statutory Auditor
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH


Bankers	Bank of Scotland plc
	11 Earl Grey Street
	Edinburgh
	EH3 9BN


	Wells Fargo Bank, N.A. (182)
	PO Box 63020
	San Francisco
	California
	CA 94163


	Bank of America
	PO Box 25118
	Tampa
	Florida
	FL 33622-5118

Page 1

DAXTRA TECHNOLOGIES LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Directors present their Strategic Report for the year ended 31 December 2024. These results comprise those of Daxtra Technologies Ltd, HR Information Limited, Daxtra Technologies Canada Inc, Daxtra Technologies Corp Inc and Daxtra Technologies Inc.

In the prior year, on June 29, 2023, the Daxtra Group received a majority growth investment from Strattam Capital, a US based private equity firm. Daxtra Group's founders, A. Mikheev and S. Finch, continue to own a minority stake in the Group. Daxtra will utilise this growth capital and Strattam's Five Point Plan process to meet customer demand in North America while continuing to offer high-quality solutions and support to its global customer base.

Principal activities

The principal activity of the Group continues to be the development, licensing support of computer software for the recruitment industry. Daxtra and its related companies is a global organisation with employees in multiple countries. These financial statements cover 3 countries, with a sales presence in multiple countries.

Business review

Group turnover for the period was £12.5m, a decrease of 5.1% on the previous year (2023: £13.2m).

The operating loss for the period was £0.51m (2023: operating profit of £1.71m).

The Group's balance sheet as at 31 December 2024 showed net current assets of £2.80m (2023: £1.88m). Shareholder funds as at the balance sheet date were £2.84m (2023: £1.94m).

During the period the Group continued a strategic focus on sales operations.

The Group considers strategic growth to be a critical part of its long-term future. To achieve its future growth ambitions and to effectively scale the company in the longer term, it is essential that the Group continues to develop a global approach to managing all its business operations, which ensures it can meet customer needs in a consistent way.

Page 2

DAXTRA TECHNOLOGIES LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

To deliver continued sustainable growth, the Group recognizes the need to minimize the likelihood and impact of key risks. These risks are both general in nature i.e. business risks faced by all businesses and more specific to the Group and the market in which it operates.

The risks outlined here are those principal risks and uncertainties that are material to the Group. They do not include all risks associated with the Group and are not set out in any order of priority.

The Group manages competitive trading risk by continually updating the products and services it has to offer.

The Group's principal financial instruments comprise cash and cash equivalents. Other financial assets and liabilities, such as trade creditors, arise directly from the Group's operating activities.

The main risks associated with the Group's financial assets and liabilities are set out below.

Price risk

Daxtra is subject to competitive pressure from other vendors in this industry. Whilst we are confident of customer satisfaction, price pressure is a risk to our future financial performance. We mitigate this by continuously improving and differentiating the product offering, ensuring value to end customers.

Liquidity risk

The Group aims to mitigate liquidity risk by managing cash generation by its operations. All changes in expenditure are approved by the directors. Flexibility is maintained by retaining surplus cash in readily accessible bank deposit and current accounts.

Foreign currency risk

The Group's principal transactions are sales denominated in Euros, GB Pounds, and US Dollars. As a result, the Group's cash flow can be affected by movements in the exchange rate, although the risk is mitigated through a natural hedge with costs incurred in local currency.

Information security
The Group takes cyber risk management seriously and takes steps to protect its data and IP in compliance with international regulatory and security standards.

Page 3

DAXTRA TECHNOLOGIES LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Economic impact of global events
UK businesses are currently facing many uncertainties such as the consequences of high inflation, high interest rates and geopolitical conflicts in such as the Russia/Ukraine and the Middle East. These uncertainties have contributed to an environment where there exists a range of issues and risks, including economic decline, unemployment, disrupted supply chains and new ways of working.

The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.

Financial key performance indicators

The Group uses several key performance indicators to manage its daily operations and management review. These include, but are not limited to, the KPIs detailed below:

		2024	2023
		£	£

Turnover	12,553,691	13,230,058
Operating profit/(loss)	(506,187)	1,705,156
Profit/(loss) before tax	(533,897)	1,672,840
EBITDA	(476,155)	1,735,546
Cash and cash equivalents	628,712	1,482,298
Net assets	2,838,008	1,936,299
Turnover per full time equivalent	129,419	150,296

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

K Ball

Director

Date: 2 December 2025

Page 4

DAXTRA TECHNOLOGIES LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Results and dividends

The loss for the year, after taxation, amounted to £807,654 (2023: profit £984,825).

The Company paid and declared dividends of £Nil (2023: £Nil).

Directors

The Directors who served during the year were:

S P Finch

J M Busch (resigned 30 September 2024)

R L Morse

K Ball (appointed 30 September 2024)

Economic impact of global events

UK businesses are currently facing many uncertainties such as the consequences of high inflation, high interest rates and geopolitical conflicts such as the Russia/Ukraine conflict and in the Middle East. These uncertainties have contributed to an environment where there exists a range of issues and risks, including economic decline, nemployment, disrupted supply chains and new ways of working.

The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events, with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.

Future developments

The Board continues to assess acquisition opportunities to complement the Group's organic growth strategy and increase the product coverage of the fuller value cycle. At the balance sheet date the Group had cash reserves of £0.63m and access to a line of credit under a new banking relationship. Areas under consideration include: competitors who bring market share; businesses with complementary data sources; companies with complimentary product suites without international reach.

Matters covered in the Group Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.The Directors have included the business review, considerations of the principal risks and uncertainties and the key performance indicators on pages 2 and 3.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Page 5

DAXTRA TECHNOLOGIES LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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

K Ball

Director

Date: 2 December 2025

Page 6

DAXTRA TECHNOLOGIES LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group 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 for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 7

DAXTRA TECHNOLOGIES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAXTRA TECHNOLOGIES LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2024

Opinion

We have audited the financial statements of Daxtra Technologies Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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 of the Parent Company's affairs as at 31 December 2024 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.

Page 8

DAXTRA TECHNOLOGIES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAXTRA TECHNOLOGIES LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 7, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 9

DAXTRA TECHNOLOGIES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAXTRA TECHNOLOGIES LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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 Group 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:

∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the Company's and the Group's sector;

∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company and the Group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;

∙tested a sample of journal entries to identify unusual transactions;

∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

∙investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation;

∙reading the minutes of meetings of those charged with governance;

∙enquiring of management as to actual and potential litigation and claims; and

∙reviewing correspondence with HMRC, relevant regulators, and the Group’s legal advisors.

Page 10

DAXTRA TECHNOLOGIES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAXTRA TECHNOLOGIES LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards require that we identify non-compliance with laws and regulations through enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any, as well as any additional procedures deemed necessary.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: 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.

Thomas Dickinson (Senior Statutory Auditor)

for and on behalf of

Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

2 December 2025

Page 11

DAXTRA TECHNOLOGIES LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	12,553,691	13,230,058
Cost of sales		(1,429,909)	(1,480,352)
Gross profit		11,123,782	11,749,706
Administrative expenses		(10,221,146)	(10,047,656)
Exceptional administrative expenses	13	(1,419,691)	-
Other operating income	5	10,868	3,106
Operating (loss)/profit	6	(506,187)	1,705,156
Interest receivable and similar income	10	13	15
Interest payable and similar expenses	11	(27,723)	(32,331)
(Loss)/profit before tax		(533,897)	1,672,840
Tax on (loss)/profit	12	(273,757)	(688,015)
(Loss)/profit for the financial year		(807,654)	984,825

(Loss)/profit for the year attributable to:
Owners of the Parent Company	(807,654)	984,825
	(807,654)	984,825

The notes on pages 20 to 40 form part of these financial statements.

Page 12

DAXTRA TECHNOLOGIES LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

				2024	2023
				£	£

(Loss)/profit for the financial year	(807,654)	984,825
Other comprehensive income
Foreign exchange difference on consolidation	22,149	12,695
Other comprehensive income for the year	22,149	12,695
Total comprehensive income for the year	(785,505)	997,520

(Loss)/profit for the year attributable to:
Owners of the Parent Company	(807,654)	984,825
	(807,654)	984,825

Total comprehensive income attributable to:
Owners of the Parent Company	(785,505)	997,520
	(785,505)	997,520

The notes on pages 20 to 40 form part of these financial statements.

Page 13

REGISTERED NUMBER:SC235713

DAXTRA TECHNOLOGIES LIMITED

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	15		7,465		22,518
Tangible assets	16		21,348		32,557
Investments	17		5,000		5,000
			33,813		60,075
Current assets
Debtors: amounts falling due after more than one year	18	54,599		-
Debtors: amounts falling due within one year	18	8,051,477		6,600,511
Cash at bank and in hand	19	628,712		1,482,298
		8,734,788		8,082,809
Creditors: amounts falling due within one year	20	(5,930,593)		(6,206,585)
Net current assets			2,804,195		1,876,224
Total assets less current liabilities			2,838,008		1,936,299

Net assets			2,838,008		1,936,299

Capital and reserves
Called up share capital	22	120	106
Share premium account	23	1,429,022	9,345
Foreign exchange reserve	23	84,862	62,713
Other reserves	23	267,523	-
Profit and loss account	23	1,056,481	1,864,135
Equity attributable to owners of the Parent Company		2,838,008	1,936,299

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

K Ball

Director

Date: 2 December 2025

The notes on pages 20 to 40 form part of these financial statements.

Page 14

REGISTERED NUMBER:SC235713

DAXTRA TECHNOLOGIES LIMITED

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	15		7,465		22,518
Tangible assets	16		13,026		24,544
Investments	17		5,002		5,002
			25,493		52,064
Current assets
Debtors: amounts falling due within one year	18	3,605,847		3,789,503
Cash at bank and in hand	19	294,496		555,207
		3,900,343		4,344,710
Creditors: amounts falling due within one year	20	(3,568,090)		(4,313,140)
Net current assets			332,253		31,570
Total assets less current liabilities			357,746		83,634

Provisions for liabilities
Deferred taxation	21	(5,532)		(5,532)
			(5,532)		(5,532)
Net assets			352,214		78,102

Capital and reserves
Called up share capital	22	120	106
Share premium account	23	1,429,022	9,345
Other reserves	23	28,706	-
Profit and loss account	23	(1,105,634)	68,651
Total equity		352,214	78,102

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

K Ball

Director

Date: 2 December 2025

The notes on pages 20 to 40 form part of these financial statements.

Page 15

DAXTRA TECHNOLOGIES LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Foreign exchange reserve	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2024	106	9,345	62,713	-	1,864,135	1,936,299
Comprehensive income for the year
Loss for the year	-	-	-	-	(807,654)	(807,654)
Currency translation differences	-	-	22,149	-	-	22,149
Other comprehensive income for the year	-	-	22,149	-	-	22,149
Total comprehensive income for the year	-	-	22,149	-	(807,654)	(785,505)
Shares issued during the year	14	1,419,677	-	-	-	1,419,691
Share based payment expense	-	-	-	267,523	-	267,523
At 31 December 2024	120	1,429,022	84,862	267,523	1,056,481	2,838,008

Page 16

DAXTRA TECHNOLOGIES LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Foreign exchange reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	105	9,345	50,018	879,310	938,778
Comprehensive income for the year
Profit for the year	-	-	-	984,825	984,825
Currency translation differences	-	-	12,695	-	12,695
Other comprehensive income for the year	-	-	12,695	-	12,695
Total comprehensive income for the year	-	-	12,695	984,825	997,520
Shares issued during the year	1	-	-	-	1
At 31 December 2023	106	9,345	62,713	1,864,135	1,936,299

The notes on pages 20 to 40 form part of these financial statements.

Page 17

DAXTRA TECHNOLOGIES LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	105	9,345	-	318,770	328,220

Loss for the year	-	-	-	(250,119)	(250,119)
Shares issued during the year	1	-	-	-	1

At 1 January 2024	106	9,345	-	68,651	78,102

Loss for the year	-	-	-	(1,174,285)	(1,174,285)
Shares issued during the year	14	1,419,677	-	-	1,419,691
Share based payment expense	-	-	28,706	-	28,706
At 31 December 2024	120	1,429,022	28,706	(1,105,634)	352,214

The notes on pages 20 to 40 form part of these financial statements.

Page 18

DAXTRA TECHNOLOGIES LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
(Loss)/profit for the financial year	(807,654)	984,825
Adjustments for:
Amortisation of intangible assets	15,053	15,054
Depreciation of tangible assets	14,979	15,336
Share based payment expense	267,523	-
Foreign exchange	22,149	12,695
Interest received	(13)	(15)
Interest paid	27,723	32,331
Increase in amounts owed by group undertakings	(1,287,960)	(3,836,437)
Taxation charge	273,757	688,015
(Increase)/decrease in debtors	(218,583)	22,651
(Decrease)/increase in creditors	(522,778)	55,692
Increase in amounts owed to group undertakings	208,506	1,477,970
Corporation tax paid	(235,477)	(414,653)
Net cash used in operating activities	(2,242,775)	(946,536)

Cash flows from investing activities
Purchase of tangible fixed assets	(2,792)	(19,360)
Sale of tangible fixed assets	-	153
Interest received	13	15
Net cash used in investing activities	(2,779)	(19,192)
Cash flows from financing activities
Issue of ordinary shares	1,419,691	1
Interest paid	(27,723)	(32,331)
Net cash generated from/(used in) financing activities	1,391,968	(32,330)
Net decrease in cash and cash equivalents	(853,586)	(998,058)
Cash and cash equivalents at beginning of year	1,482,298	2,480,356
Cash and cash equivalents at the end of year	628,712	1,482,298

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	628,712	1,482,298

The notes on pages 20 to 40 form part of these financial statements.

Page 19

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Daxtra Technologies Ltd is a private company limited by shares registered in Scotland. The Company's registered number is SC235713 and the Company's registered address is situated at Suite 2, Ground Floor Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS.

The principal activity of the Group and Company during the period under review continued to be that of the design and supply of computer software and the sale of related hardware and services.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The Directors have considered the Company and Group cash position for the next 12 months and their customer base, and are of the opinion that the Company and Group has sufficient resources to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. Based on the above, the Directors believe that it is appropriate to prepare the financial statements on a going concern basis.

Page 20

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

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 Group 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.

2.5

Intangible assets

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. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated usefule lives range as follows:

Software: 25% straight line

2.6

Tangible fixed assets

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.

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:

Motor vehicles	-	25%
Fixtures and fittings	-	25%
Office equipment	-	25%
Computer equipment	-	25%

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.

Page 21

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.9

Financial instruments

The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument.

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

The Group’s policies for its major classes of financial assets and financial liabilities are set out below.

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, and loans from fellow group companies, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Page 22

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

Financial instruments (continued)

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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 and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

Page 23

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Foreign currency translation

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.12

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

2.14

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 24

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.16

Current and deferred taxation

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 and the Group operate and generate 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.

2.17

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 25

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Share-based payments

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 Group 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.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.19

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.20

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Page 26

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's and 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 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.

Deferred income

Key areas of judgement include an assessment of deferred income, with advance quarterly billing in most instances. Management has procedures in place to calculate the requisite deferral of income.

Share option valuations

The Group operates an share option scheme in which equity-settled options are issued to certain employees of the Group in respect of the common stock of the ultimate parent company Drake Holdco, Inc.. The options vest over a 4 year period. The fair value of options granted is determined at the grant date using the Black Scholes model. The key assumptions of this model are the market value of the shares at grant date, the time to maturity, an annual volatility, and an annual risk-free rate.

	Sales of software and associated services	12,553,691	13,230,058

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	5,068,246	4,773,206
Rest of Europe	596,340	687,517
Rest of the world	6,889,105	7,769,335
	12,553,691	13,230,058

5.	Other operating income
		2024	2023
		£	£

	Transaction fees	10,868	3,106

Page 27

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Amortisation of intangible fixed assets	15,053	15,054
Depreciation of tangible fixed assets	14,979	15,336
Exchange differences	44,245	(70,732)
Other operating lease rentals	147,133	119,835

	Fees payable to the Group's auditor for the audit of the Group's annual financial statements and all other services	44,000	45,000
	All other services	18,500	80,086

8.	Employees
	Staff costs were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	5,662,385	4,653,846	2,370,027	2,217,391
Social security costs	440,864	375,009	253,402	231,579
Cost of defined contribution scheme	100,924	59,965	41,692	38,319
	6,204,173	5,088,820	2,665,121	2,487,289

The average monthly number of employees, including the Directors, during the year was as follows:

	2024	2023
	No.	No.

Administration	22	28
Technical	31	41
Sales & marketing	44	19

	97	88

Page 28

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' remuneration

During the year, Directors received emoluments of £Nil (2023: £94,337). During the year the Directors were remunerated by other Group entities, not included within these consolidated financial statements.

The value of the Group's contributions paid to defined contribution pension schemes in respect of the Directors amounted to £Nil (2023: Nil).

The Directors of the Parent Company are considered to be the only key management personnel.

10.	Interest receivable
		2024	2023
		£	£

Other interest receivable

11.	Interest payable and similar expenses
		2024	2023
		£	£

Other interest payable

27,723

32,331

Page 29

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	381,181	696,127
Adjustments in respect of previous periods	(107,424)	3

Total current tax	273,757	696,130

Deferred tax
Origination and reversal of timing differences	-	(8,115)
Total deferred tax	-	(8,115)


		273,757	688,015

(Loss)/profit on ordinary activities before tax

(533,897)

1,672,840

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	(133,474)	393,452
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	397,329	117,972
Fixed asset differences	2,794	(35)
Adjustments to tax charge in respect of prior periods	-	3
Remeasurement of deferred tax for changes in tax rates	-	(14)
Other differences leading to an increase/(decrease) in the tax charge	7,108	176,637
Total tax charge for the year	273,757	688,015

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 30

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Exceptional items
		2024	2023
		£	£

Exceptional items - legal settlement

1,419,691

Exceptional items shown above relate to fees paid upon the final settlement of a claim made against the Group by an intermediary, following the Group reorganisation completed in the previous financial year.

14.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The loss after tax of the parent Company for the year was £1,174,285 (2023 - loss £250,119).

15.	Intangible assets
	Group and Company

		Computer software
		£
	Cost
	At 1 January 2024	60,214
	At 31 December 2024	60,214
	Amortisation
	At 1 January 2024	37,696
	Charge for the year	15,053
	At 31 December 2024	52,749
	Net book value
	At 31 December 2024	7,465
	At 31 December 2023	22,518

Page 31

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Tangible fixed assets
	Group

	Office equipment	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost
At 1 January 2024	152,296	24,658	100,432	40,403	317,789
Additions	-	-	-	2,792	2,792
Exchange adjustments	1,730	1,871	3,894	-	7,495
At 31 December 2024	154,026	26,529	104,326	43,195	328,076
Depreciation
At 1 January 2024	147,950	24,658	99,108	13,516	285,232
Charge for the year	3,533	-	788	10,658	14,979
Exchange adjustments	2,543	1,871	3,741	(1,638)	6,517
At 31 December 2024	154,026	26,529	103,637	22,536	306,728
Net book value
At 31 December 2024	-	-	689	20,659	21,348
At 31 December 2023	4,346	-	1,324	26,887	32,557

Page 32

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.Tangible fixed assets (continued)

	Company

	Office Equipment	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost
At 1 January 2024	116,175	51,271	28,876	196,322
At 31 December 2024	116,175	51,271	28,876	196,322
Depreciation
At 1 January 2024	112,642	49,794	9,342	171,778
Charge for the year	3,533	788	7,197	11,518
At 31 December 2024	116,175	50,582	16,539	183,296
Net book value
At 31 December 2024	-	689	12,337	13,026
At 31 December 2023	3,533	1,477	19,534	24,544

17.	Fixed asset investments
	Group

		Unlisted investments
		£
	Cost
	At 1 January 2024	5,000
	At 31 December 2024	5,000

Page 33

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

	Investments in subsidiary companies	Unlisted investments	Total
	£	£	£
Cost
At 1 January 2024	2	5,000	5,002
At 31 December 2024	2	5,000	5,002

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Daxtra Technologies Inc	3310 West Clay Street, Richmond, VA 23230, USA	Ordinary	100%
H R Information Limited	Regent House, 316 Beulah Hill, London SE19 3HF, UK	Ordinary	100%
Daxtra Corporation	2120 University Avenue, Berkley, California, 94704, USA	Ordinary	100%
Daxtra Technologies Canada Inc	Suite 203, 111 Sherwood Drive, Ottawa, Ontario, K1Y 3V1, Canada	Ordinary	100%

The principal activity of the subsidiary companies is the development, licencing and ongoing support of computer software for the recruitment industry.

Subsidiary undertaking, H R Information Limited (company number 03359773) has taken the exemption under S479A of the Companies Act 2008 and the Company's financial statements for the year ended 31 December 2024 have not been audited.

Page 34

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Prepayments and accrued income	54,599	-	-	-
	54,599	-	-	-

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Due within one year
Trade debtors	1,246,425	1,007,796	596,758	552,178
Amounts owed by group undertakings	5,758,021	4,470,061	2,531,059	2,722,792
Other debtors	104,866	11,759	36,391	11,549
Prepayments and accrued income	939,825	1,108,555	441,639	502,984
Deferred taxation	2,340	2,340	-	-
	8,051,477	6,600,511	3,605,847	3,789,503

Amounts owed by group companies are unsecured, interest-free and repayable on demand.

Included with amounts owed by group undertakings for the Group in the current and prior year are amounts owed by entities that are not consolidated as part of these financial statements as they are entities within the wider Group to which Daxtra Technologies Limited belongs.

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Cash at bank and in hand	628,712	1,482,298	294,496	555,207

Page 35

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Creditors: amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	734,656	544,621	123,782	198,536
Amounts owed to group undertakings	2,442,871	2,234,365	2,551,259	3,064,482
Corporation tax	786,071	747,791	219,653	78,285
Other taxation and social security	244,085	366,442	197,011	70,139
Other creditors	16,970	84,377	(274)	63,986
Accruals and deferred income	1,705,940	2,228,989	476,659	837,712
	5,930,593	6,206,585	3,568,090	4,313,140

Amounts owed to group companies are unsecured, interest-free and repayable on demand.

Included with amounts owed to group undertakings for the Group in the current and prior year are amounts owed by entities that are not consolidated as part of these financial statements as they are entities within the wider Group to which Daxtra Technologies Limited belongs.

21.	Deferred taxation
	Group

		2024
		£

	At beginning of year	2,340
	At end of year	2,340

Page 36

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.Deferred taxation (continued)

Company

		2024
		£

	At beginning of year	(5,532)
	At end of year	(5,532)

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

	Accelerated capital allowances	2,340	2,340	(5,532)	(5,532)
		2,340	2,340	(5,532)	(5,532)

22.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

11,974,691 (2023 - 10,555,000) Ordinary shares of £0.00001 each	120	106

Ordinary shares have full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

During the year, on 21 August 2024 the Company issued 1,419,691 Ordinary shares with a par value of £0.00001 each for total consideration of £1,419,691.

Page 37

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.

Reserves

Share premium account

The share premium reserve represents the amounts received in excess of nominal value for issued share capital.

Foreign exchange reserve

The other reserve represents adjustments arising from the translation of balances brought forward in foreign currencies.

Other reserves

The other reserve represents accumulated share based payment expenses recorded by the group.

Profit and loss account

The profit and loss account is comprised of current and prior period profits and equity distributions.

24.	Share-based payments
	Daxtra Technologies Limited operates a share option scheme for employees, the shares to which the options relate are those of the parent company, Drake MidCo Inc. The vesting period of the options is 4 years. Options are exercisable at prices ranging from $1.00 to $1.53. Vesting of the options is subject to continued employment by the company. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the company before the options vest. The fair value of the options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value. Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:
		Weighted average exercise price (pence) 2024	Number 2024	Weighted average exercise price (pence) 2023	Number 2023

Outstanding at the beginning of the year	1	5,215,412	0	-
Granted during the year	1	1,066,332	1	5,215,412
Outstanding at the end of the year	1	6,281,744	1	5,215,412

2024

2023

Share based payment expense

267,523

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DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Contingent liabilities

The assets of Daxtra Technologies Limited have been secured by a fixed and floating charge against the bank borrowings of its parent and ultimate parent undertakings. The company is a cross guarantor for borrowings of these group entities. At the balance sheet date the balance of these borrowings was $26m.

26.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £100,924 (2023: £59,965) . Contributions totalling £516 (2023: £516) were payable to the fund at the balance sheet date and are included in creditors.

27.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Not later than 1 year	147,269	125,980	97,435	97,435
Later than 1 year and not later than 5 years	64,957	162,392	64,957	162,392
	212,226	288,372	162,392	259,827

28.

Related party transactions

S P Finch is also a Director of Infogistics Limited, HR Information Limited, Harbour Business Centres Ltd, Daxtra Technologies Inc., Daxtra Corporation, Daxtra Technologies Asia Ltd, and Daxtra Technologies GmBH.

R Morse and K Ball are also Directors of Infogistics Limited, HR Information Limited, Daxtra Technologies Inc., Daxtra Corporation, Drake Midco, Inc. and Drake Holdco, Inc. J Busch was a Director of these entities during the year up to his resignation as director on 30 September 2024.

Drake Midco, Inc. is the immediate parent company of Daxtra Technologies Ltd.

The Company and the Group have taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the Group.

The Group made no sales to related parties in the year (2023: £Nil). During the year the Group incurred expenses and management charges from the following related parties: Harbour Business Centres Limited charges at Group level totalled £97,435 (2023: £78,750), and Compsolutions Ltd charges at Group level totalled £139,041 (2023: £Nil).

29.	Post balance sheet events

There are no post balance sheet events noted.

Page 39

DAXTRA TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

30.	Controlling party

The Company's immediate parent undertaking is Drake Midco Inc. a company registered in the USA. The Company's ultimate parent undertaking is Drake Holdco, Inc. a company registered in the USA.

At the reporting date, the Company's ultimate controlling party was Strattam Capital Investment Fund |||. L.P. by virtue of their shareholding in Drake Holdco, Inc., the Company's ultimate parent undertaking.

Daxtra Technologies Limited, along with other subsidiaries in the Group acts as a Guarantors in support of a loan agreement between Drake Holdco, Inc. (as parent) and Wells Fargo Bank, National Association. The security is a fixed security and a floating charge over all assets of Daxtra Technologies Limited and the additional subsidiaries of the Group.

The smallest and largest Group for which the Company is a member and for which consolidated Group financial statements are prepared is Drake Holdco, Inc.. Copies of consolidated Group financial statements for Drake Holdco, Inc. can be obtained from 3310 West Clay St, Suite 200, Richmond VA 23230.

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