REGISTERED NUMBER: 13367033 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

FOR

SEDNA COMMUNICATIONS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Profit or Loss

10

Consolidated Statement of Profit or Loss and Other Comprehensive Income

11

Consolidated Statement of Financial Position

12

Company Statement of Financial Position

14

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Statement of Cash Flows

18

Company Statement of Cash Flows

19

Notes to the Statements of Cash Flows

20

Notes to the Consolidated Financial Statements

22

DIRECTORS:

W F Dobie

R Liu-Doyle

P J Segall

R Atluri

REGISTERED OFFICE:

10 John Street

London

WC1N 2EB

REGISTERED NUMBER:

13367033 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

The directors present their strategic report of the company and the group for the year ended 31 May 2025.

Principal activities

The principal activity of the group is the provision of a cloud based communication platform for managing the information and communication requirements of customers with complex operations.

The group indirectly or directly acquired 100% of the voting rights of Think Compass IKE, Nordic IT, LLC, Sedna EMEA ApS and Nordic IT Asia Pte Ltd during the period.

The Group also conducts business through subsidiaries in the United Kingdom, Canada, Singapore, South Africa, Denmark, Greece and USA.

- Sedna Systems Europe Ltd - 10 John Street, London, England, WC1N 2EB

- Sedna Systems, Inc - Suite 200 2227 St. Johns Street Port Moody, BC Canada V3H 2A6

- Sedna Communications Asia-Pacific Pte Ltd- 531A Upper Cross Street #04-98 Singapore 051531

- Boxton Inc - 1037 Hornblend St, San Diego, CA, 92109-4129 United States

- Sedna Systems South Africa Proprietary Limited - Private Bag X60500, Houghton, Johannesburg, Gauteng, 2041, South Africa

- Think Compass IKE, Chatziantoniou 9-11, 15124, Maroussi, Greece

- Nordic IT, LLC, 1999 Bryan Street, Suite 900, Dallas, Texas, 75201, United States of America

- Sedna EMEA ApS, 26,1 Lottenborgvej Kongens Lyngby 2800, Denmark

- Nordic IT Asia Pte Ltd, 61 UBI Avenue 1 $06-07 UB Point, Singapore 408941

The activities were unchanged during the year and no significant changes to the principal business activities are expected in the forthcoming year.

REVIEW OF BUSINESS

Key performance indicators

Total revenue includes subscriptions to online software products and professional services which include implementation and consulting services. Revenue is an important measure of growth in the customer base and the success of sales and product development efforts. The Group experienced considerable growth during the year and grew revenue finishing the period with revenue of $16,888,969 (2024: $9,803,061).

The loss before income tax for the Group was $12,585,839 (2024: $15,834,938). This is after non-cash items related to share based payment charges of $1,220,928 (2024: $804,547), foreign exchange gains/ (losses) of $976,835 (2024:(562,951)) and depreciation and amortisation of $1,511,405 (2024: $662,979). Excluding these non-cash items the loss before tax was $8,971,069 (2024: $13,804,461).

The Group also monitors the average number of full time equivalent employees ("FTEs") as an important non-financial indicator. Monitoring trends in our FTEs count assists the Group in understanding its ability to attract and retain key talent and also provides insight into operating efficiency. During the year the average FTEs count was 82 (2024: 100) and year end FTEs count was 104 (2024: 85).

PRINCIPAL RISKS AND UNCERTAINTIES

The directors consider that the principal risks faced by the Group are as follows:

- Data security and technology risk

The loss of confidential data or technology disruption caused by either internal or external factors could result in financial loss or reputational damage. The Group ensures ongoing vulnerability monitoring on a Group basis and completes annual technology audits, risk assessments and penetration testing to ensure the robustness of the Sedna platform.

- Commercial relationships

The Group is exposed to changes in relationships with both customers and suppliers. It is a key task of operational management to enhance relationships with customers and suppliers. The Group continues to make significant investments in our product and in our sales functions to ensure enhanced relationships with customers and suppliers.

- Liquidity risks

The Group's approach to managing liquidity is to ensure as far as possible that it will have sufficient liquidity to meet its liabilities as they fall due. Funding rounds have mitigated this risk, and the Group also continues to manage its liquidity risks through focus on cash management, cash preservation and through ensuring sufficient financing is available for current and planned expenditure.

ON BEHALF OF THE BOARD:

W F Dobie - Director

29 May 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 May 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 June 2024 to the date of this report.

W F Dobie

R Liu-Doyle

P J Segall

Other changes in directors holding office are as follows:

R Atluri - appointed 13 January 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, 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 UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

W F Dobie - Director

29 May 2026

Opinion

We have audited the financial statements of Sedna Communications Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows, Notes to the Consolidated Statement of Cash Flows, Notes to the Company Statement of Cash Flows 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion:

-	the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 May 2025 and of the group's loss for the year then ended;

-	the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;

-	the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

Identifying and assessing potential irregularities, including fraud

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

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Emphasis of matter

We draw attention to Note 2 in the financial statements, which describes the Group’s financing arrangements and management’s assessment of going concern, including ongoing discussions with a lender in respect of a new financing facility intended to replace existing borrowings.

As described in that note, the proposed financing is subject to a number of conditions, including the provision of audited financial statements, and had not been finalised at the date of approval of these financial statements. The directors have concluded that, based on their assessment, the Group has adequate resources to continue in operational existence for the foreseeable future.

Our opinion is not modified in respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors and the Group Strategic Report 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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Group Strategic Report or the Report of the Directors that are inconsistent with our overall view of the financial statements.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential irregularities, including fraud

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration.

Enquiring of management concerning policies and procedures relating to:

1. Complying with laws and regulations and whether there were any instances of non-compliance;

2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud.

Discussing within the engagement team and component auditors regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud:

1. Management override;

2. Revenue recognition;

Discussing with the engagement team and component auditors the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment law, together with their equivalents within the operating territory of the subsidiary entity.

Audit response to the risks identified

As noted above, we identified management override and revenue recognition as the matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following:

1. Reviewing all journals posted during the year and the nominal ledger and investigating large or unusual transactions;

2. Performing a detailed sales test of detail and cut off testing to ensure that revenue is recognised in the correct periods;

We also identified compliance with the Companies Act 2006, tax legislation and employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following:

1. Review the financial statement disclosures and testing to supporting documentation to assess compliance with the Companies Act 2006;

2. Review the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist;

3. Safeguard review of the financial statements by a qualified accountant independent of the audit team;

4. For the UK audit, safeguard review of the corporation tax computations by a person qualified as a Chartered Tax Advisor or equivalent, independent of the audit team;

5. All teams have checked a sample of compliance with right to work checks and in the UK entities reviewed legal fees for indications of material issues arising out of non-compliance with employment law.

The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members and component auditors, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

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.

Ian Phipps (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

29 May 2026

CONTINUING OPERATIONS

Revenue

3

16,888,969

9,803,061

Other operating income

936,078

26,656

Administrative expenses

(30,314,188

)

(25,547,879

)

OPERATING LOSS

(12,489,141

)

(15,718,162

)

Finance costs

5

(192,508

)

(202,985

)

Finance income

5

95,810

86,209

LOSS BEFORE INCOME TAX

6

(12,585,839

)

(15,834,938

)

Income tax

7

(509,881

)

33,683

LOSS FOR THE YEAR

(13,095,720

)

(15,801,255

)

Loss attributable to:

Owners of the parent

(13,095,720

)

(15,801,255

)

LOSS FOR THE YEAR

(13,095,720

)

(15,801,255

)

OTHER COMPREHENSIVE LOSS

Item that will not be reclassified to profit or loss:

Foreign exchange movements

(151,820

)

(721,715

)

Income tax relating to item that will not be reclassified to profit or loss

-

-

OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF INCOME TAX

(151,820

)

(721,715

)

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(13,247,540

)

(16,522,970

)

Total comprehensive loss attributable to:

Owners of the parent

(13,247,540

)

(16,522,970

)

ASSETS

NON-CURRENT ASSETS

Goodwill

9

10,271,011

489,048

Owned

Intangible assets

10

1,255,657

1,165,435

Property, plant and equipment

11

733,889

716,579

Right-of-use

Property, plant and equipment

11, 19

561,914

990,366

Investments

12

-

-

Trade and other receivables

13

648,947

674,510

13,471,418

4,035,938

CURRENT ASSETS

Trade and other receivables

13

5,499,703

6,111,979

Cash and cash equivalents

14

6,000,873

9,288,835

11,500,576

15,400,814

TOTAL ASSETS

24,971,994

19,436,752

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

15

7,844

6,772

Share premium

16

82,621,825

68,733,498

Foreign exchange reserve

16

(2,450,031

)

(2,298,211

)

Share options reserve

16

5,016,782

3,795,854

Merger reserve

16

(3,877,724

)

(3,877,724

)

Retained earnings

16

(72,739,348

)

(59,643,628

)

TOTAL EQUITY

8,579,348

6,716,561

LIABILITIES

NON-CURRENT LIABILITIES

Contract liabilities

3

640,067

791,648

Financial liabilities - borrowings

Lease liabilities

18, 19

379,963

842,490

1,020,030

1,634,138

CURRENT LIABILITIES

Trade and other payables

17

3,002,326

5,356,914

Contract liabilities

3

10,428,601

5,426,190

Financial liabilities - borrowings

Lease liabilities

18, 19

1,413,506

302,949

Tax payable

528,183

-

15,372,616

11,086,053

TOTAL LIABILITIES

16,392,646

12,720,191

TOTAL EQUITY AND LIABILITIES

24,971,994

19,436,752

The financial statements were approved by the Board of Directors and authorised for issue on 29 May 2026 and were signed on its behalf by:

W F Dobie - Director

ASSETS

NON-CURRENT ASSETS

Goodwill

9

33,487

33,307

Owned

Intangible assets

10

241,367

540,339

Property, plant and equipment

11

59,921

2,962

Right-of-use

Investments

12

15,685,364

4,802,093

16,020,139

5,378,701

CURRENT ASSETS

Trade and other receivables

13

76,158,790

34,958,879

Cash and cash equivalents

14

836,284

6,083,167

76,995,074

41,042,046

TOTAL ASSETS

93,015,213

46,420,747

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

15

7,844

6,772

Share premium

16

82,621,825

68,733,498

Foreign exchange reserve

16

(1,727,920

)

(1,727,920

)

Share options reserve

16

4,962,006

3,741,078

Retained earnings

16

(73,121,050

)

(62,391,843

)

TOTAL EQUITY

12,742,705

8,361,585

LIABILITIES

NON-CURRENT LIABILITIES

Contract liabilities

3

33,477

306,857

CURRENT LIABILITIES

Trade and other payables

17

75,923,642

33,105,768

Contract liabilities

3

3,547,629

4,646,537

Financial liabilities - borrowings

Lease liabilities

18, 19

767,760

-

80,239,031

37,752,305

TOTAL LIABILITIES

80,272,508

38,059,162

TOTAL EQUITY AND LIABILITIES

93,015,213

46,420,747

The financial statements were approved by the Board of Directors and authorised for issue on 29 May 2026 and were signed on its behalf by:

W F Dobie - Director

Called up

share

Retained

Share

capital

earnings

premium

$

$

$

Balance at 1 June 2023

4,888

(43,842,373

)

48,782,018

Changes in equity

Issue of share capital

1,884

-

19,951,480

Total comprehensive loss

-

(15,801,255

)

-

Balance at 31 May 2024

6,772

(59,643,628

)

68,733,498

Changes in equity

Issue of share capital

1,072

-

13,888,327

Total comprehensive loss

-

(13,095,720

)

-

Balance at 31 May 2025

7,844

(72,739,348

)

82,621,825

Foreign

Share

exchange

options

Merger

Total

reserve

reserve

reserve

equity

$

$

$

$

Balance at 1 June 2023

(1,540,705

)

2,991,307

(3,877,724

)

2,517,411

Changes in equity

Issue of share capital

-

-

-

19,953,364

Total comprehensive loss

(757,506

)

804,547

-

(15,754,214

)

Balance at 31 May 2024

(2,298,211

)

3,795,854

(3,877,724

)

6,716,561

Changes in equity

Issue of share capital

-

-

-

13,889,399

Total comprehensive loss

(151,820

)

1,220,928

-

(12,026,612

)

Balance at 31 May 2025

(2,450,031

)

5,016,782

(3,877,724

)

8,579,348

Called up

share

Retained

Share

capital

earnings

premium

$

$

$

Balance at 1 June 2023

4,888

(46,040,686

)

48,782,018

Changes in equity

Issue of share capital

1,884

-

19,951,480

Total comprehensive loss

-

(16,351,157

)

-

Balance at 31 May 2024

6,772

(62,391,843

)

68,733,498

Changes in equity

Issue of share capital

1,072

-

13,888,327

Total comprehensive loss

-

(10,729,207

)

-

Balance at 31 May 2025

7,844

(73,121,050

)

82,621,825

Foreign

Share

Revaluation

exchange

options

Total

reserve

reserve

reserve

equity

$

$

$

$

Balance at 1 June 2023

(33,649

)

(1,672,698

)

2,980,570

4,020,443

Changes in equity

Issue of share capital

-

-

-

19,953,364

Total comprehensive loss

33,649

(55,222

)

760,508

(15,612,222

)

Balance at 31 May 2024

-

(1,727,920

)

3,741,078

8,361,585

Changes in equity

Issue of share capital

-

-

-

13,889,399

Total comprehensive loss

-

-

1,220,928

(9,508,279

)

Balance at 31 May 2025

-

(1,727,920

)

4,962,006

12,742,705

Cash flows from operating activities

Cash generated from operations

1

(7,713,498

)

(12,881,992

)

Interest paid

(35,303

)

-

Lease interest paid

(157,205

)

(202,985

)

Tax paid

18,302

33,683

Net cash from operating activities

(7,887,704

)

(13,051,294

)

Cash flows from investing activities

Purchase of intangible fixed assets

(62,414

)

-

Purchase of tangible fixed assets

(244,417

)

(143,267

)

Sale of tangible fixed assets

24,518

379

Purchase of group companies

(9,551,985

)

-

Interest received

95,810

86,209

Net cash from investing activities

(9,738,488

)

(56,679

)

Cash flows from financing activities

New loans in year

767,760

-

Payment of lease liabilities

(318,929

)

(351,261

)

Amount withdrawn by directors

-

(1,092,547

)

Share issue

13,889,399

19,953,364

Net cash from financing activities

14,338,230

18,509,556

(Decrease)/increase in cash and cash equivalents

(3,287,962

)

5,401,583

Cash and cash equivalents at beginning of year

2

9,288,835

3,887,252

Cash and cash equivalents at end of year

2

6,000,873

9,288,835