The directors present the strategic report for the year ended 31 March 2025. It should be noted that the prior period ended 31 March 2024 represents a period of 14 months, for Chronos Topco Limited.

The Group, through its Tennaxia business, operates a hybrid software-and-services model focused on EHS (Environment, Health & Safety) and ESG (Environmental, Social and Governance) management.

During the year, the Group completed the acquisition of Traace SAS (May 2024), a carbon and ESG data platform. The acquisition was undertaken to:

• accelerate the Group’s roadmap in carbon accounting (Scopes 1–3), decarbonisation planning and CSRD‑aligned reporting,

• enhance data and workflow depth within the platform (data ingestion, modelling, and auditability),

• strengthen the value proposition for enterprise and consulting partners, and

• broaden cross‑sell and upsell opportunities within Tennaxia’s installed base.

Following integration planning and execution in FY25, Management concluded that Tennaxia and Traace operate as a single cash‑generating unit (CGU), with shared product roadmap, integrated go‑to‑market, and centralised resource allocation.

During the year and post‑acquisition of Traace, the Group simplified elements of its corporate structure to align operating entities under Bemafin Invest SAS and to integrate Traace into Tennaxia’s operating model.

In February 2025, the EU Omnibus directive introduced adjustments to sustainability reporting timelines and requirements, extending adoption cycles across the market. While this has moderated the near‑term ramp, it does not change the long‑term direction of travel for corporate disclosure and decarbonisation. As a result, management reduced the carrying value of goodwill to reflect a more gradual build‑up of market demand than previously assumed. Recent regulatory timing developments in our sector are extending adoption cycles, meaning growth we expected over 2–3 years is now anticipated to phase in over a longer period. This is a non‑cash accounting adjustment and does not change our strategy, operations, or liquidity. Importantly, it does not diminish the long‑term potential of the business or the industry; it reflects a timing slowdown rather than a change in the opportunity size.

Financial performance reflected continued demand for sustainability and EHS solutions and the Group’s expanding software footprint: revenue increased to €16,688,706 (2024: €12,270,279), ARR reached €14.3m (2024: €11.5m), and gross margin was 59% (2024: 65%), reflecting mix and investment to support integration and growth. The Group recorded a loss before tax of €48,581,361 (2024: €15,236,146), primarily driven by a goodwill impairment related charge of €31,951,000. Total assets at year‑end €102,326,569 (2024: €120,610,568).

The Company manages financial risks according to instructions provided by the Board of Directors.

The Company has financial debt on its balance sheet and is therefore exposed to interest rate risk. The amount of debt is leveraged against its annual recurring revenues and the evolution of the interests is closely monitored for affordability. The company’s customer base partly consists of small and medium sized enterprises whose operations may not be as stable as those of larger corporations with a potentially better credit rating. The company’s business is, nevertheless, based on a large number of customers and, therefore, the impact of a single customer on the Group’s revenue is small. Nevertheless, the customer churn rates are closely monitored, the efficient customer success team contributing to keep these rates low.

Principal risks and uncertainties continue to include interest rate exposure on financial debt, regulatory evolution in sustainability/EHS, mid‑market customer dynamics, and execution risks from integration and scaling. The Board oversees these through ARR‑led KPIs, retention/churn monitoring, disciplined investment pacing, and active treasury management.

The group primarily measures business success based on sales development, specifically recurring sales from subscription contracts.

The directors monitor the company's financial performance against strategic objectives using key performance indicators (KPI’s) on a regular basis. Annual Recurring Revenue (ARR) continues to be the key performance indicator for the group, along with number of Bookings, gross profit, EBITDA and pipeline trend.

ARR reached €14.3m (2024: €11.5m) and revenue of the group reached €16,688,706 (2024: €12,270,279) fuelled by a solid expansion of the existing client portfolio and high retention rate. The gross profit of the group was £9,885,249 (2024: £8,024,772) and gross margin of the group 59% (2024: 65%) for the year.

The group generated a loss before tax of €48,581,361 (2024: €15,236,146). Total assets at the year-end totalled €102,326,569 (2024: €120,610,568).

The directors have no other plans for further reorganization or change in the near future and remain cautious but optimistic in light of the group’s position and macro-economic factors. There are no additional post balance sheet events relevant to the reading of the financial statements except the ones disclosed in the note 37 “Events after the reporting date” of the consolidated financial statements.

As at 31 March 2025, the Group had net liabilities of €9,717,000 (2024: net assets of €31,808,658) and cash and cash equivalents of €3,529,134 (2024: €4,419,212). At 31 March 2025, the group was funded by a combination of bank loans and loans with the Private Equity Investment Firm, Marlin Equity Partners. There are covenants attached to the bank loans which have been reset post year end to a level with comfortable headroom. Additionally, Marlin Equity Partners, the majority shareholder, provided €2.0m of cash funding to the Group; this funding is expected to be converted into equity through a capital increase.

As such, the directors have at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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 group continued to be that of providing software licenses and associated services for the access to an online platform to assist companies in managing their projects in terms of ESG and HSE.

The results for the year are set out on pages 9 to 10.

No ordinary dividends were paid (2024: Nil). 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:

In November 2025, the Group reached an agreement with its lenders to revisit its financing terms to reset at a comfortable level to ensure the Group’s ability to continue as a going concern. Additionally, Marlin Equity Partners, the majority shareholder, provided €2.0m of cash funding to the Group; this funding is expected to be converted into equity through a capital increase.

The auditor, Grant Thornton UK LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

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 group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.

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 parent 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-adopted international accounting standards have been followed in the group financial statements, subject to any material departures disclosed and explained in the financial statements;

• state whether applicable UK Accounting Standards have been followed in the parent company financial statements, 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Chronos Topco Limited (the 'company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the group statement of comprehensive income, the group statement of financial position, the group statement of cash flows, the group statement of changes in equity, the company statement of financial position, the company statement of changes in equity and notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (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 company's affairs as at 31 March 2025 and of the group's loss for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

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

• the financial statements 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 the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's and the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the company to cease to continue as a going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the group's and the company's business model including effects arising from macro-economic uncertainties such as cost of living crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the company's financial resources or ability to continue operations over the going concern period.

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 the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the 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 and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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 the 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.

Matter on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the group and the 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 company, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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 set out on page 4, 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 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 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

• We obtained an understanding of the legal and regulatory frameworks applicable to the group and company through our general commercial and sector experience, discussions with management and review of board minutes. We determined that the most significant laws and regulations are related to financial reporting legislation including the Companies Act 2006 and relevant tax compliance regulations in the UK and France. In addition, we concluded that there are certain laws and regulations that may have an effect on the amounts and disclosures in the financial statements such as health and safety, anti-bribery, employment and social security legislation, environmental protection legislation, money laundering, foreign corrupt practices act and data protection act.

• We enquired of management concerning the group and the company’s policies and procedures relating to:

  • the identification, evaluation and compliance with laws and regulations;

  • the detection and response to the risks of fraud; and

  • the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations.

• We enquired of management and those charged with governance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud.

• We assessed the susceptibility of the Group and company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included:

  • Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

  • Challenging assumptions and judgements made by management in its significant accounting estimates;

  • Identifying and testing journal entries, in particular journal entries with unusual account combinations that increased revenues or that reduced costs in the statement of comprehensive income; and

  • Assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.

  • In addition, we completed audit procedures to conclude on the compliance of disclosures in the annual report and financial statements with applicable financial reporting requirements.

• These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

• The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team including consideration of the engagement team including the consideration of the engagement team’s:

  • understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation; and

  • knowledge of the industry in which the client operates; and

  • understanding of the legal and regulatory requirements specific to the entity including the provisions of the applicable legislation and applicable statutory provision.

• We communicated relevant laws and regulations and potential fraud risks to all engagement team members. We remained alert to any indicators of fraud or non-compliance with laws and regulations throughout the audit.

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.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 17 to 55 form part of these group financial statements.

The notes on pages 17 to 55 form part of these group financial statements.

The notes on pages 17 to 55 form part of these group financial statements.

Chronos Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Marlin Equity Partners, 4th Floor, 1 Newman Street, London, W1T 1PB. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Chronos Topco Limited and all of its subsidiaries.

The Group consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards.

The individual parent company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework.

The current period represents the year to 31 March 2025 and the prior period represents the 14 month period from the company incorporation on 18 January 2023 to 31 March 2024. The results may therefore not be entirely comparable.

The financial statements are prepared in euros, which is the functional currency of all of the entities in the group. Monetary amounts in these financial statements are rounded to the nearest €1.

The financial statements have been prepared under the historical cost convention, except for the revaluation of the derivative. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

(a) the requirements of IFRS 7 'Financial Instruments: Disclosure';

(b) the requirements within IAS 1 relating to the presentation of certain comparative information;

(c) the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;

(d) paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but it not yet effective); and

(e) the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a Group and key management personnel compensation.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was €2,130,000 (2024: €nil).

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

The consolidated group financial statements consist of the financial statements of the parent company Chronos Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Non-controlling interests are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

As at 31 March 2025, the Group had net liabilities of €true9,717,000 (2024: net assets of €31,808,658) and cash and cash equivalents of €3,529,134 (2024: €4,419,212). At 31 March 2025, the group was funded by a combination of bank loans and loans with the Private Equity Investment Firm, Marlin Equity Partners. There are covenants attached to the bank loans which have been reset post year end to a level with comfortable headroom. Additionally, Marlin Equity Partners, the majority shareholder, provided €2.0m of cash funding to the Group; this funding is expected to be converted into equity through a capital increase.

As such, the directors have at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Net revenues are measured at the fair value of consideration received or receivable, net of discounts and rebates granted to buyers. Sales taxes and value-added taxes are not included in net sales.

The revenues are recognised under IFRS 15 on a five-step basis: identification of a contract, identification of the performance obligations, satisfaction of the performance obligations, determination of the transaction price and allocation of the transaction price to the performance obligations.

According to IFRS 15, revenue is recognised when a performance obligation is satisfied, over time or at a point of time. The mode uses a contract based on the five-step analysis (see above) of transactions to determine when, and how much revenue is recognised. This includes the matching of stand-alone process for services provided to the satisfaction of performance obligations.

Revenues from the licence

The service by granting the licence is the promise to the right to access to the Group’s platform with varying additional modules and facilities. The related performance obligation is considered to be satisfied over-time on a linear basis, over the subscription’s period for access to the platform, which is usually 1 year renewable.

Revenues from other services

Other services are provided alongside the core platform subscription, for example a support service package mainly rendered in relation with the license contracts. The revenues related to that services are recognised straight-line over time, over the periods that services are rendered.

Other considerations

The Group does not consider the unconditional right to consideration until the point of raising the invoice, at which point the fee amount has been agreed and confirmed with the customer. Therefore, the billed amount are recognised in trade receivables, and the unbilled amounts are recognised as contract assets if material. Revenues billed in advance are recognised as deferred revenues.

The group has not identified separate performance obligation in the customer’s contracts, related to the warranty / maintenance costs. Consequently, costs incurred, if any, are recorded according to IAS 37.

Goodwill represents the excess of the cost of acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisition of the subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Software         5 years straight line

Patents and licences     3 years straight line

Other intangibles        Not amortised

Brand            Not amortised

Customer relationships    15 years straight line

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

IFRS 16 has been adopted and leased assets are presented as right of use assets above.

Payments in respect of short term and/or low value leases (where leases have a value of less than £5,000, or less than 12 months or no minimum contract term) continue to be charged to the income statement on a straight-line basis over the term of the lease.

The right of use assets are depreciated over the shorter of the asset’s useful life and the lease term, on a straight line basis. The leases are discounted at the Group’s incremental borrowing rate on the date of lease inception, which ranges between 2.8%-3.1%.

Further details on the Group's leases are given in note 26.

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

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

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

The Group recognises lifetime expected credit losses (ECL) for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Group’s historical credit loss experience, adjusted for facts that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast director of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

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

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

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 income statement 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

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 the balance sheet date until the liability is settled, 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 year.

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 Monte Carlo simulation. 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.

Where shares have been issued in an acquisition, which meet the definition of a share based payment, an attrition rate of 30% has been applied to determine the fair value of the shares. The total fair value is then spread over a 3 year period.

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

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

Non-recurring operating incomes and expenses

Non-recurring operating incomes and expenses correspond to non-recurring income and expenses which are unusual, uncommon and of a significant amount.

In the current year, the following new and revised standards and interpretations were adopted by the group:

• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1);

• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);

• Non-current Liabilities with Covenants (Amendments to IAS 1); and

• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):

Effective 1 January 2025:

• Lack of Exchangeability (Amendments to IAS 21)

• Amendments to the SASB standards to enhance their international applicability

Effective 1 January 2026:

• Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments

• Annual Improvements to IFRS Accounting Standards — Volume 11

• Contracts referencing Nature - dependent Electricity (Amendments to IFRS 9 and IFRS 7)

Effective 1 January 2027:

• IFRS 18 Presentation and Disclosures in Financial Statements*

• IFRS 19 Subsidiaries without Public Accountability: Disclosures*

* These standards, amendments and interpretations have not yet been endorsed by the UK and the dates shown are the expected effective dates for period beginning on or after these dates.

The adoption of all above standards is not expected to have any material impact on the Group’s financial statements.

In the application of the company’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, if the revision affects only that period, or in the period of the revision and future periods if 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 outlined below.

The Group recognises as intangible fixed assets development costs that are considered to meet the relevant capitalisation criteria. The measurement of such costs and assessment of their eligibility in line with the appropriate capitalisation criteria requires judgement around the time spent by eligible staff on development, expectations around the ability to generate future economic benefit in excess of cost and the point at which technical feasibility is established.

The determination of the fair values of share options have been made by reference to the Monte Carlo model. The input with the greatest amount of estimation being the volatility of the company's share price which has been derived via benchmarking against similar companies in the industry. Other key inputs are set out in note 30.

On 24 May 2024 Bemafin Invest SAS acquired Traace SAS and some of the share consideration constitutes a share-based payment. An attrition rate of 30% has been applied to determine the fair value of the shares. Further detail is included in note 30.

In assessing the fair value of the intangible assets acquired in acquisitions, the management estimated the future cash inflows and cost savings associated with each class of intangible asset acquired. These are amortised over their estimated useful lives in accordance with IAS 38 – Intangible Assets.

The Group tests intangible assets for impairment annually. Assets are assessed for impairment by comparing the carrying values with the value-in-use calculation, which is determined by calculating the net present value ("NPV") of future cashflows arising from the intangible assets. For further details and inputs see note 16.

No individual customer contributed in excess of 10% of total revenues in the current year or prior period.

For an extended description of the nature and timing of the satisfaction of performance obligations in contracts with customers including the group’s accounting policies and assessments regarding the timing of and method adopted for revenue recognition and significant judgments when applying IFRS 15, see accounting policy note 2.5.

Other non-recurring costs primarily comprise legal fees associated with the corporate reorganisation, HR costs linked to the hiring and termination of management, and advisory costs post acquisition.

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

Their aggregate remuneration comprised:

The directors' received no remuneration nor benefits during the year (2024: none). The directors are remunerated directly by the Private Equity Investment Firm, Marlin Equity Partners.

The financial liabilities held at fair value relate to interest rate caps. The caps contract has been recorded at the fair value. As the contract does not meet the criteria for cash-flows hedging instruments as defined by IFRS 9, the change in fair value is recorded in the income statement.

The charge for the year can be reconciled to the loss per the income statement as follows:

In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

The UK corporation tax rate was 25% (2024: 25%) throughout the year. Deferred tax balances are carried at a rate of 25% (2024: 25%).

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Further details on the impairment are included in note 16.

More information on impairment movements in the year is given in note 15.

The goodwill arose when Chronos Topco Limited acquired the share capital of Bemafin Investment SAS on 7 March 2023. All of the goodwill is allocated to one CGU, being the Tennaxia operations.

The Group tests intangible assets for impairment annually. Assets are assessed for impairment by comparing the carrying values with the value-in-use calculation, which is determined by calculating the net present value ("NPV") of future cashflows arising from the intangible assets.

The NPV of future cash flows is based on forecasts for the next three years to 2028 and subsequent expectations of the business revenue growth and EBITDA margin through application of the ‘rule of 40’ in line with market expectation throughout 2029 and 2031 due to the business being in an early growth phase. Growth rates have been applied based on historic trends and taking into account the establishment of the senior leadership team. Revenue growth over the forecast period to 2030 averages 15% (2024: 22%) per annum. A long-term growth rate of 2% (2024: 2%) has been used to perpetuity based on market expectations and European Central Banks inflation targets. A discount rate of 13.5% (2024: 11.6%) for the CGU has been used based on the Group's estimated costs of capital and on the risk profile of the underlying assets.

The value of key assumptions used reflects historical data from both external and internal sources. Growth rates reflect the long-term growth rates anticipated for the product line and industry but the forecasts are sensitive to these forecasts given the start-up nature of the business.

The estimate of recoverable amount is particularly sensitive to the discount rate. If the discount rate used is increased by 0.5%, an additional impairment loss of €3.2m (2024: €5.2m) would have to be recognised which would be written off against goodwill. A 2% decrease in forecasted revenue growth every year throughout the forecast period and in the terminal year would result in an additional impairment loss of €4.9m (2024: €5.1m). Management is not currently aware of any other reasonably possible changes to key assumptions that would cause the carrying amount to exceed its recoverable amount.

It is concluded that an impairment of €31,951k (2024: no impairment required) of intangible assets is required at the year end on the single CGU.

IFRS 16 has been adopted and leased assets are presented as right of use assets above.

Payments in respect of short term and/or low value leases (where leases have a value of less than £5,000, or less than 12 months or no minimum contract term) continue to be charged to the income statement on a straight-line basis over the term of the lease.

The right of use assets are depreciated over the shorter of the asset’s useful life and the lease term, on a straight line basis. The leases are discounted at the Group’s incremental borrowing rate on the date of lease inception, which ranges between 2.8%-3.6%.

Further details on the Group's leases are given in note 26.

The Company has no items of property, plant and equipment as at 31 March 2024.

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

Registered office addresses (all UK unless otherwise indicated):

The Group holds 30.63% (31.66%) of B2M2 Midco SAS’s share capital. This represents a 51% stake in terms of voting rights.

The Group also holds 30.96% and 47.78% of Tenn 2 SAS and Tenn 3 SAS share capital. This represents a 51% stake in both companies in terms of voting rights.

On the 31 March 2025, as part of an effort to streamline the legal structure, the group completed the following mergers; Bemafin Invest SAS merged into B2M2 Bidco SAS and Tennaxia France SAS and Traace SAS merged into Tennaxia SAS and subsequently dissolved.

Chronos Topco Limited has provided, under section 479a Companies Act 2006, a guarantee which permits wholly-owned subsidiary Chronos Midco Limited (Company number 14602182, registered in England & Wales) to not obtain an audit of their financial statements for the period ended 31 March 2024 and the current year ended 31 March 2025.

Contract assets and contract liabilities are both shown on the face of the statement of financial position. They arise from the Group's contracts because cumulative payments received from customers at each balance sheet date do not necessarily equal the amount of revenue recognised on the contracts.

Note that contract assets are yet to be invoiced, and therefore not due at the year end.

All contract balances are expected to unwind within 12 months of the year-end.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

The Group considers that the credit risk is limited due to contracts being signed mainly with reputable customers, most of the contracts being prepaid at the start of the agreements and contracts being carefully monitored.

The Group has the following borrowings at 31 March 2025:

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values, except for derivatives which are held at fair value.

The following table details the remaining contractual maturity for the group's financial assets and liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.

The group generates cash through its operations and aims to manage liquidity by ensuring it will always have sufficient financing facilities to meet its liabilities when due under both normal and stress conditions. Cash flow is carefully monitored on a daily basis to ensure any liquidity risk is minimised and cash balances are maintained at a level to meet both short and long term obligations. A revolving credit facility of EUR 10,000k is available to utilise which is subject to various financial covenants. At 31 March 2025, the unused facility is EUR 4,000k (2024 - not drawn down).

The Groups interest rate risk is in relation to external borrowings. The interest rate on external borrowings is based upon six loans, details as explained in note 22. The first and second are EURAZEO long term loans of €18,942,149 and €6,000,000 with an interest rate of 8% plus 3 month EURIBOR. The third loan is again a long term loan of €41,981,175 with a fixed interest rate of 8.75%. The fourth loan is again a HSBC facility with a variable interest rate of 8% plus 3 month EURIBOR. The fifth and sixth are BPI loans of €255,000 and €300,000 with fixed interest rates of 2.1% and 5.1%. In managing interest rates, the group aims to reduce the impact of short term fluctuations on the Group's earnings through the avoidance of short term loans. The undiscounted contractual maturity analysis for Group financial instruments is shown in note 24. The maturity analysis reflects the contractual undiscounted cashflows, including future interest charges, which may differ from the carrying value of the liabilities as at the reporting date.

The Group has implemented hedging contracts (caps) to hedge the interest rate risks, relate to the financial loans implemented to finance the acquisition of Bemafin Invest. Whilst the company takes steps to minimise its exposure to cash flow interest rate risk, changes in interest rates will have an impact on profit. Loans on a variable rate, representing the 3 months EURIBOR base rate plus a margin. The effect of a 1% increase in the interest rate at the reporting date on the variable rate debt carried at that date would, all other variables being held constant, have resulted in a decrease of the company's pre-tax profit for the year of €247,481 (2024: €187,481). A 1% decrease in the interest rate would, on the same basis, have increased pre-tax profit by the same amount. However, the denomination of some bank loans in Euros means that, in practice, other variables would impact this sensitivity.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The Group's right of use asset additions and depreciation charge recognised on leases in the year is shown in note 17, and interest expense in note 12.

Amounts owed to related parties includes an unsecured and interest free amount of €2,611,883 which is due to be extinguished through issue of share capital.

The group operates defined contribution and defined benefit pension schemes for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

• Defined contribution plans: The Group pays contributions based on salaries to organisations responsible for paying out pensions and social security benefits, in accordance with the laws and agreements applicable. The Group's obligation is limited to the payment of contributions. Contributions are recognised as expenses for the period in which employees perform the corresponding services.

• Defined benefit plans: The actuarial risks fall to the Group which correspond to regular or supplementary pension plans and contractual retirement payments. Pension commitments are calculated in accordance with the "projected credit unit" method, taking into consideration actuarial assumptions such as discount rates, salary increases, employee turnover and mortality rates.

The amounts included in the statement of financial position arising from the group's obligations in respect of defined benefit plans are as follows:

Movements in the present value of defined benefit obligations

The defined benefit obligations arise from plans which are wholly unfunded.

Scheme obligations would have been affected by a variation of +0.5% of the actuarial rate this would have an impact of around 9% (2024: 9%) on the obligations.

Amounts recognised in the income statement

Of the total expenses for the year, €140,489 (2024: €88,612) in administration expenses and €21,567 (2024: €17,227) in finance costs.

Amounts recognised in other comprehensive income

The B1 shares of B2M2 Midco have a nominal value of €0.50, and an exercise price of €12.45 which is reflective of fair value. The B1 shares are fully paid-up. The fact that the B1 shares are acquired for fair value means that no accounting entry is required to recognise a share based payment expense. Nevertheless, the shares still meet the definition of a share-based payment for disclosure purposes since the B1 shares have been issued to management and are expected to increase in value through to exit.

The B2 shares of B2M2 Midco have a nominal value of €0.50, payable at a future exit event. The value of the shares is expected to increase in value through to exit.

Both the B1 and B2 shares may be forfeited if the participant ceases to remain an employee of the Group before the scheme has fully vested. All B1 and B2 shares were granted at the same date and carry identical terms for each participant.

The fair value of the B1 and B2 shares of B2M2 Midco were measured using a combination of a Monte Carlo simulation and Trinomial Tree simulation.

On 24 May 2024 Bemafin Invest SAS acquired 100% of the issued capital of Traace SAS. Of the share consideration, €2,198K constitutes a share-based payment (note 33). An attrition rate of 30% has been applied to determine the fair value of the shares of €1,538K. The total fair value is then spread over the 3 year period from 21 May 2024 and hence a share-based payment expense of €441K is recognised during the year.

In addition to the share-based payment charge a release of the prepayment of €630K has been recognised in the year, of this €189K is recognised directly in non-controlling interest and relates to the anticipated attrition rate for staff holding the equity instruments.

On 24 May 2024 Bemafin Invest SAS acquired 100% percent of the issued capital of Traace SAS. The consideration was satisfied by cash and issue of shares as shown below.

The total value of the issue of shares was £4,396K. There are conditions attached to the shares stating that Chronos Midco Limited is entitled to buy back the shares if the holder leaves employment within 3 years from the date of issue. For half of the shares the buyback entitlement would be at market value. The value of these shares is £2,198K and is treated as consideration as shown below. For the remaining shares the buyback entitlement would be for nil consideration, which therefore constitutes a share-based payment (further details are shown in note 30).

At the time of the acquisition, Bemafin Invest SAS was 100% owned by B2M2 Bidco SAS which is owned 100% by B2M2 Midco SAS. The group owns 30.63% of the share capital of B2M2 Midco SAS, which represents a 51% stake in terms of voting rights, creating a non-controlling interest higher in the group, see note 34.

In accordance with IFRS 3 Business Combinations, goodwill of €8,508K arising from the acquisition and €3,807K of separable intangibles assets have been recognised.

The March 2025 results for Traace SAS have been consolidated with those of the pre-existing Group members in these financial statements from the date of acquisition until Traace SAS merged into Tennaxia SAS during the year.

On 24 May 2024 B2M2 Bidco SAS acquired 100% percent of the issued capital of Traace SAS, being the parent company of a group of six companies, including Tennaxia SAS.

B2M2 Bidco SAS is owned 100% by B2M2 Midco SAS. The group owns 30.63% (2024: 31.66%) of the share capital of B2M2 Midco SAS, which represents a 51% stake in terms of voting rights, creating a non-controlling interest higher in the group.

Additionally the group owns, 30.96% (2024: 48.00%) and 47.78% (2024: 47.78%) of Tenn 2 SAS and Tenn 3 SAS share capital. This represents a 51% stake in both companies in terms of voting rights.

During the year there were a number of share transactions in both B2M2 Midco SAS and Tenn 2 SAS. These include share issues, share purchases and share sales. These transactions are the reason for the NCI percentage changes in the year. This included the NCI purchasing 7,261,295 shares in B2M2 Midco SAS and 340,867 shares in Tenn 2 SAS for a total of €7,554,990.

The following information summarises the information relating to the group's subsidiaries that have material non-controlling interest ('NCI'):

The Group has no contingent liabilities or capital commitments.

The objectives of the Group when managing capital are:

• To ensure the Group's ability to continue as a going concern, and

• To maximise returns to shareholders.

The Group is constantly monitoring the capital structure of the Group in order to reduce net debt and achieve an optimal capital structure to maximise returns to shareholders.

The Group is not subject to any externally imposed capital requirements.

In November 2025, the Group reached an agreement with its lenders to revisit its financing terms to reset covenants at a comfortable level to ensure the Group’s ability to continue as a going concern. Additionally, Marlin Equity Partners, the majority shareholder, provided €2.0m of cash funding to the Group; this funding is expected to be converted into equity through a capital increase.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Marlin Equity Partners is a controlling party of the Group. The Group has supplier debt with Marlin Equity Partners as at 31 March 2025 of €221k (2024: €171k). The fees invoiced to Marlin Equity Partners in the year amount to €1,908k (2024: €728k). Additionally, the Group has an outstanding loan note issued by Marlin Equity Partners of €41,981k (2024: €41,981k) along with €7,942 (2024: €3,925k) of accrued interest relating to this loan note.

In the prior year, the Group had a Financial current account advance by Allinove (a related party by virtue of being a shareholder of B2M2 Midco) to Tennaxia SAS as at 31 March 2024 of €508.8k including interest of €8.8k.

The immediate holding company is Marlin-Tennaxia Aggregator, L.P., which is incorporated and registered in the United Kingdom.

Marlin Heritage Europe 2, L.P. is the ultimate controlling party as at the balance sheet date.

A restatement has been made to the prior period being a reclassification of a €3,924,952 interest accrual from current liabilities to non-current borrowings due to a reassessment of the repayment terms connected with this liability.

The notes on page 58 form part of these parent financial statements.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was €2,130,000 (2024: €nil)

The notes on page 58 form part of these parent financial statements.

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

The directors are remunerated directly by the Private Equity Investment Firm, Marlin Equity Partners.