REGISTERED NUMBER: 13185353 (England and Wales)

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

AZENTIO SOFTWARE (UK) LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of profit and loss and other comprehensive income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

Mr. Gaurav Kedia

Mr Praveen Kumar Sharma

REGISTERED OFFICE:

C/O Tmf Group 13th Floor,

One Angel Court

London

EC2R 7HJ

REGISTERED NUMBER:

13185353 (England and Wales)

SENIOR STATUTORY AUDITOR:

Bharat Vanza BSc (Hons) FCCA FCA

AUDITORS:

STGCA LLP t/a Sterling

Chartered Accountants

& Statutory Auditors

505 Pinner Road

Harrow

Middlesex

HA2 6EH

BANKERS:

Citibank Europe Plc UK

33, Canada Square

Canary Wharf

London

E14 5LB

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the Company is that of software implementation and support services.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

Mr. Gaurav Kedia - appointed 10 September 2024

Mr Karthikeyan Venkateswara Perumal - resigned 10 September 2024

Mr Praveen Kumar Sharma was appointed as a director after 31 December 2024 but prior to the date of this report.

DONATIONS

The Company has not made any political or charitable donations during the year (2023:Nil).

DIRECTORS' RESPONSIBILITIES STATEMENT

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

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

-	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 company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DISCLOSURE OF INFORMATION TO AUDITORS

The director has taken steps that ought to have taken as a director in order to make aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The director confirms that there is no relevant information that of and of which the auditors are unaware.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr Praveen Kumar Sharma - Director

16 January 2026

Opinion

We have audited the financial statements of AZENTIO SOFTWARE (UK) LIMITED (the 'company') for the year ended 31 December 2024 which comprise the Statement of profit and loss and other comprehensive income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, 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 company's affairs as at 31 December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

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

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 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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

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

-	the 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page two, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

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

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

We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.

We are not responsible for preventing non-compliance and cannot be expected to detect noncompliance with all laws and regulations - this responsibility lies with management with the oversight of the Directors.

Based on our understanding of the Company and industry, discussions with management, we identified Companies Act 2006, Financial Reporting Standard 102, and UK taxation legislation as having a direct effect on the amounts and disclosures in the financial statements.

As part of the engagement team discussion about how and where the Company's financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.

Our audit procedures included:

- enquiry of management about the Company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;

- examining supporting documents for all material balances, transactions and disclosures;

- review of the minutes of the meeting conducted by the Board of Directors;

- evaluation of the selection and application of accounting policies related to subjective measurements and complex transactions;

- testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Bharat Vanza BSc (Hons) FCCA FCA (Senior Statutory Auditor)

for and on behalf of STGCA LLP t/a Sterling

Chartered Accountants

& Statutory Auditors

505 Pinner Road

Harrow

Middlesex

HA2 6EH

16 January 2026

TURNOVER

2,593,875

2,050,667

Cost of sales

(2,189,301

)

(1,717,748

)

GROSS PROFIT

404,574

332,919

Administrative expenses

(303,089

)

(206,572

)

OPERATING PROFIT

6

101,485

126,347

Exceptional item

7

-

(44,320

)

PROFIT BEFORE TAXATION

101,485

82,027

Tax on profit

(33,669

)

(37,947

)

PROFIT FOR THE FINANCIAL YEAR

67,816

44,080

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

67,816

44,080

FIXED ASSETS

Intangible assets

8

202,997

235,476

CURRENT ASSETS

Debtors

9

1,562,535

688,275

Cash in hand

630,179

392,897

2,192,714

1,081,172

CREDITORS

Amounts falling due within one year

10

(1,638,307

)

(627,060

)

NET CURRENT ASSETS

554,407

454,112

TOTAL ASSETS LESS CURRENT LIABILITIES

757,404

689,588

CAPITAL AND RESERVES

Called up share capital

606,185

606,185

Retained earnings

151,219

83,403

SHAREHOLDERS' FUNDS

757,404

689,588

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

The financial statements were approved by the Board of Directors and authorised for issue on 16 January 2026 and were signed on its behalf by:

Mr Praveen Kumar Sharma - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

606,185

39,323

645,508

Changes in equity

Total comprehensive income

-

44,080

44,080

Balance at 31 December 2023

606,185

83,403

689,588

Changes in equity

Total comprehensive income

-

67,816

67,816

Balance at 31 December 2024

606,185

151,219

757,404

1.	GENERAL INFORMATION

The Company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:

C/O Tmf Group 13th Floor

One Angel Court

London

United Kingdom

EC2R 7HJ

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The functional and presentational currency is British Pound Sterling (£), being the currency of the primary economic environment in which the Company operates in. The amounts presented are rounded to the nearest pound.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Revenue from time and material contracts is recognised as the services are rendered in accordance with the terms of the contracts with clients and is net of discounts and taxes.

Revenue from fixed price contracts is recognised using the percentage completion method, under which the work accomplished is determined by relating the actual work performed to date to the estimated total work for each contract, provided collection is probable. Revenue from sale of user licenses for software applications is recognized on transfer of the title in the user license, except in case of multiple element contracts, which require significant implementation services, where revenue for the entire arrangements is recognized over the implementation period, based upon the percentage completion method.

Revenue from client training, support and other services arising due to the sale of software products is recognized as related services are performed.

Accrued income represent revenues recognised on services rendered as per contractual terms, for which amounts are to be billed in subsequent periods. Deferred income included in other liabilities represent billings in excess of revenues recognised. Advances received for services are reported as liabilities until all conditions for revenue recognition are met.

Goodwill

Goodwill recognised represents the excess of purchase consideration over fair values of the assets acquired and liabilities assumed. It is assessed for impairment when there are indicators of impairment and is being amortised over 10 years on a straight line basis.

Tax

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the date of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are retranslated to the functional currency at the exchange rate at that date.

Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting period.

Foreign currency differences arising on retranslation are recognised in the statement of profit and loss and other comprehensive income.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Share based payments

The Company recognises the goods or services received or acquired in a share-based payment transaction when it obtains the goods or as the services are received. The Company recognises a corresponding increase in equity if the goods or services were received in an equity-settled share-based payment transaction, or a liability if the goods or services were acquired in a cash-settled share-based payment transaction.

The Company, within a group, settling a share-based payment transaction when another entity in the group receives the goods or services recognises the transaction as an equity-settled share-based payment transaction only if it is settled in its own equity instruments. Otherwise, the transaction is recognised as a cash-settled share-based payment transaction.

Employee benefits expenses

The Company provides a range of benefits to employees including annual bonus arrangements, paid holiday arrangements and defined contribution pension plans. The costs of short-term employee benefits are recognised as a liability and an expense. 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 Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Cash and cash equivalents

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

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

4.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements in conformity with FRS 102 section 1A requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

In preparing these financial statements, the director has made following judgements:

1. Estimation of share based payments cost

Management makes estimates, judgments and assumptions in determining the fair value of share options used in calculating share-based payment cost. Management believes that the estimates, judgments and assumptions upon which it relies are reasonable based on information available at the time that these estimates, judgements and assumptions are made.

2. Provisions against receivables

Using information available at the balance sheet date, the management makes assumptions on the estimated debt recovery rates, based on experience, regarding the level of provision required to account for potentially uncollectible receivables.

3. Revenue from Fixed price projects

Estimates of efforts expended to date as a proportion of the total efforts to be expended which are used in the determination of percentage-of-completion in respect of fixed price revenue contracts.

5.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 1 ) .

6.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Goodwill amortisation

32,479

32,479

7.	EXCEPTIONAL ITEMS

2024

2023

£

£

Exceptional item

-

(44,320

)

Previous year amount includes fair value of the options granted to an ex-employee in the year 2022. Azentio Software Private Limited, the parent company, has confirmed that there would be no further charge payable for such options by the company in the current year or for future years.

8.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

324,794

AMORTISATION

At 1 January 2024

89,318

Amortisation for year

32,479

At 31 December 2024

121,797

NET BOOK VALUE

At 31 December 2024

202,997

At 31 December 2023

235,476

Goodwill arose on the acquisition of business of 3i Infotech (UK) Limited in 2021.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

324,696

123,917

Amounts owed by group undertakings

1,066,358

418,284

Accrued income

166,920

141,945

Other debtors

3,860

4,129

Prepayments and accrued income

701

-

1,562,535

688,275

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Outstanding defined contribution pension scheme

-

238

Trade creditors

4,745

239

Amounts owed to group undertakings

55,069

224,361

Corporation tax payable

71,314

89,068

Social security and other taxes

35,321

34,706

Other creditors

-

1,026

Deferred income

305,392

239,685

Accrued expenses

1,166,466

37,737

1,638,307

627,060

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

11.	RELATED PARTY TRANSACTION

The Company has taken advantage of the exemptions available in FRS 102 section 1A from disclosing related party transactions with other companies that are wholly owned within the Group.

12.	PARENT AND ULTIMATE PARENT UNDERTAKING

The Company's immediate parent undertaking is Azentio Software Private Limited, incorporated in Singapore.

The ultimate parent undertaking is Maya EquityCo Limited, incorporated in Guernsey.