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Registered number: 12569600
PROXYMITY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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PROXYMITY LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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PROXYMITY LIMITED
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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PROXYMITY LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Director presents the strategic report of the Group and the Company for the year ended 31 December 2025.
The Group comprises the Company and its subsidiary undertakings in the United Kingdom and overseas.
The principal activity of the Company is a digital investor communications platform, which allows real-time connections between issuers, intermediaries, and investors. Compared to traditional investor communication methods, the platform provides greater transparency, efficiency, and accuracy across the investment ecosystem.
Since being founded in 2020, the Company has been investing heavily in the platform and launching services in an increasing number of European and APAC countries. The Company generates subscription and usage revenue from the provision of software solutions and data services and professional services revenue from the implementation and configuration of the solutions. The Company includes consolidated entities that are located outside the UK, in which revenue is earned.
Principal risks and uncertainties
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Employees are one of the Company's key assets. The Company's success relies on recruiting, retaining and motivating talented employees. The Company has appropriate remuneration and staff engagement/development policies in place to mitigate this risk.
The Company's revenues are concentrated in the software industry, which is highly competitive and undergoing change. Significant technological change in the industry or client requirements or the emergence of competitive products with new capabilities or technologies could adversely affect our operations. The Company continues to invest in its service provision and technology to mitigate these risks.
The Company anticipates it will continue to be loss-making for at least the next two years. While revenue is expected to continue to grow quickly, it may not increase by enough to offset the costs, and thus, the Company may have to raise additional funds.
Key performance indicators
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The key financial and other performance indicators during the year were as follows:
2025 2024 Change
Revenue ($000) $12,024 $8,660 39%
Management adjusted EBITDA (loss) ($000) ($21,081) ($19,831) (6)%
Number of employees 192 171 12%
The key financial and other performance indicators are monitored by management on an ongoing basis.
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PROXYMITY LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
As Proxymity expands its global presence, its core mission remains to provide public companies and investors with a transparent, efficient, and accurate platform for investor communications. The Company believes it has a significant growth opportunity due to a strong proposition for clients and a large and growing market. We will continue to invest in our core technology, expand into new markets, and launch new services in 2026 and 2027.
This report was approved by the board and signed on its behalf.
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PROXYMITY LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents his report and the audited financial statements for the year ended 31 December 2025.
The director who served during the year was:
Matters covered in the Strategic Report
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As permitted by Paragraph 1A of Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Director's Report have been omitted as they are included in the Strategic Report. These matters relate to future developments.
Director's responsibilities statement
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The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated audited financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare audited financial statements for each financial year. Under that law the director has elected to prepare the audited financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the audited financial statements unless he is 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 audited financial statements, the director is required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the audited financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the audited financial statements comply with the Companies Act 2006. He is 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.
The Company's principal activity is that of software publishing.
The loss for the year, after taxation, amounted to $22,394k (2024 - loss $22,631k).
The director does not recommend dividends for the year ended 31 December 2025 (2024: $Nil).
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PROXYMITY LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
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The director at the time when this Director's Report is approved has confirmed that:
∙so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
The Company's management and Board of Directors are of the opinion that the Company's current liquidity resources available to the Company are sufficient to continue the Company's operations as a going concern for at least twelve months from the financial statements’ issuance date.
The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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PROXYMITY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROXYMITY LIMITED
Opinion
We have audited the financial statements of Proxymity Limited (the ‘Company’) and its subsidiary undertakings (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated and Company Statement of Changes in Equity, the Consolidated 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 United Kingdom Accounting Standards, including FRS 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 2025 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the 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 director's 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 director 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 Strategic Report and the Director's Report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information contained within the Strategic Report and the Director's Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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PROXYMITY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROXYMITY LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report 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 material misstatements in the Strategic Report or the Director's 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, 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 director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of Director
As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is 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 director intends either to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
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PROXYMITY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROXYMITY LIMITED
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the director's and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the director and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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PROXYMITY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROXYMITY LIMITED
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 the audit 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.
Jonathan Marchant (Senior statutory auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
8th Floor
Assembly Building C
Cheese Lane
Bristol
BS2 0JJ
23 September 2026
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PROXYMITY LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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Items that may be reclassified subsequently to profit or loss:
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Currency translation differences
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Other comprehensive income for the year
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Total comprehensive loss for the year
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The notes on pages 17 to 37 form part of these financial statements.
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PROXYMITY LIMITED
REGISTERED NUMBER: 12569600
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 - 37 form part of these financial statements.
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PROXYMITY LIMITED
REGISTERED NUMBER: 12569600
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Profit and loss account carried forward
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As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and notes as it prepares group accounts. The Company's loss for the year was $22,729k (2024: loss of $22,876k).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 - 37 form part of these financial statements.
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PROXYMITY LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Currency translation differences
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Other comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Currency translation differences
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Other comprehensive income for the year
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Total comprehensive income for the year
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Share based payment movement
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The notes on pages 17 to 37 form part of these financial statements.
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PROXYMITY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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Share based payment movement
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The notes on pages 17 to 37 form part of these financial statements.
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PROXYMITY LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Decrease in amounts owed by group undertakings
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Increase/(decrease) in creditors
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Increase in amounts owed to group undertakings
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Corporation tax received/(paid)
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Currency translation differences
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Share-based payment expense
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Net cash from investing activities
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PROXYMITY LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cash flows from financing activities
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Share options reserve movement
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 17 to 37 form part of these financial statements.
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PROXYMITY LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
The notes on pages 17 to 37 form part of these financial statements.
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Proxymity Limited is a private company limited by shares and incorporated in England and Wales, registered number 12569600. Its registered head office is located at 3rd Floor Waverley House, 7-12 Noel Street, London, W1F 8GQ. The Group's principal activity continued to be that of software publishing.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Despite being in an accumulated loss position, Management has performed an assessment of the Company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. This assessment included consideration of the Company’s cash flow forecasts, available liquidity and access to funding. Management notes that the Company maintains sufficient cash reserves and has demonstrated the ability to raise additional funding as required, including through equity financing and other capital raising activities (as further detailed in Note 26).
Based on these factors, management expects that the Company will be able to meet its obligations as they fall due for the foreseeable future. Accordingly, Management has concluded that it is appropriate to prepare the financial statements on a going concern basis and that no material uncertainty exists that would cast significant doubt on the Company’s ability to continue as a going concern.
Based on the information above, the director is satisfied that the accounts can be prepared on a going concern basis.
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is US Dollar ($), which is the functional currency of the Group. The financial statements are rounded to the nearest thousand dollars.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'administrative expenses'. All other foreign exchange gains and losses are also presented in the Consolidated Statement of Comprehensive Income within 'administrative expenses'.
On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised when it is probable that economic benefits will flow to the Company and the amount can be measured reliably. Revenue is measured at the fair value of consideration received or receivable, net of VAT and sales taxes.
- Revenue from subscription based access to the Company’s software platform is recognised on a
straight line basis over the period the service is provided. Amounts billed in advance are recorded
as deferred income and released over the subscription term.
- Fees for implementation and integration services are recognised when the services are delivered,
where these services are separately identifiable from the subscription service. Where they are not
separately identifiable, the fees are recognised over the subscription period.
- Transactional or usage based fees are recognised as the related transactions occur, when the
amount can be measured reliably and it is probable that the economic benefits will be received by
the Company.
In the instance that contracts include more than one service, the consideration is allocated to each component based on the fair value of the individual elements, and revenue is recognised in line with the detail above.
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Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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|
PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period with the corresponding entry taken to a share-based payment reserve in equity. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees in exchange for goods or services at consideration other than fair value, the fair value of the goods or services received is recognised immediately in profit or loss, with a corresponding increase in equity.
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|
PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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Intangible assets and research and development
|
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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|
PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss within the Consolidated Statement of Comprehensive Income.
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Investment in subsidiaries
|
Investments in subsidiaries are measured at cost less accumulated impairment.
The Company reviews the carrying amounts of investments at each reporting date to determine if there is any indication of impairment. If any such indication exists an impairment review is performed to determine the extent of the impairment loss. Where the carrying amount of an investment exceeds its recoverable amount, the investment is written down to its recoverable amount and the resulting impairment loss is recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment.
The Group monitors the credit rating of debtors to assist us in determining level of risk and whether therefore impairment needs to be considered.
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IAS 39 Financial Instruments: Recognition and Measurement, with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying
|
|
PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
|
amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual rights to future cash flows expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
|
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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Judgements in applying accounting policies and key sources of estimation uncertainty
|
Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:
Revenue
In making the revenue recognition judgement, management considers the criteria for the recognition of revenue set out in FRS 102 Section 23 Revenue and the substance of the underlying contractual arrangements.
Management applies judgement in determining the appropriate timing of revenue recognition and, in particular, whether implementation and integration services are separately identifiable from subscription-based access to the Company’s software platform. Where such services are separately identifiable, revenue is recognised as the services are delivered. Where they are not separately identifiable, the related revenue is recognised over the subscription period.
For contracts containing multiple services, judgement is also applied in determining the fair value of the individual components in order to allocate the consideration appropriately and recognise revenue in accordance with the relevant revenue recognition policy.
Aged debts
Management has included an aged debt provision within the financial statements as at 31 December 2025 after reviewing each trade debtor outstanding at the year-end, identifying those where known issues exist. The provision totalled $73k as at 31 December 2025 (2024: $43k).
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The operating loss is stated after charging:
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Depreciation of owned tangible fixed assets
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Amortisation of intangible assets
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During the year, the Group obtained the following services from the Company's auditors:
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Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements
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Fees payable to the Company's auditors in respect of:
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Taxation compliance services
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All non-audit services not included above
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Staff costs, including director's remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the director, during the year was as follows:
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|
PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of $360k (2024 - $296k).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $22k (2024 - $24k).
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Current tax on profits for the year
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Foreign tax on income for the year
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Origination and reversal of timing differences
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Factors affecting tax charge for the year
|
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The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Hybrid and other mismatches adjustment
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Movement in deferred tax not recognised
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Consolidation adjustments
|
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Total tax charge for the year
|
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|
|
PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Taxation (continued)
|
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
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Charge for the year on owned assets
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charge for the year on owned assets
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Investments in subsidiary companies
$000
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The following were subsidiary undertakings of the Company:
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Ecovis Ozery CPA, 8 Ha-Taas Street, Ramat-Gan 5251248, Israel
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Level 18, 347 Kent St, Sydney NSW 2000, Australia
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Level 9, Integra Tower, 50400 Kuala Lumpur, Malaysia
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The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
|
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Amounts owed by group undertakings are due within a six-month period. Within amounts owed by group undertakings, a balance is noted of $377,000 (2024: $70,000) which attracts interest at 10%.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
|
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Accruals and deferred income
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Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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Financial assets measured at amortised cost
|
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Financial liabilities measured at amortised cost
|
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Financial assets measured at amortised cost comprise cash at bank, trade debtors, amounts owed by group undertakings and other debtors.
Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group undertakings and other creditors.
|
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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Charged to profit or loss
|
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The deferred tax asset is made up as follows:
|
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Tax losses carried forward
|
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The Company had no deferred taxation recognised at 31 December 2025 (2024: $nil).
At 31 December 2025, the Company had an unrecognised deferred tax asset of $1,860,855 (2024: $1,648,835) in respect of accelerated capital allowances. The asset has not been recognised as recovery against future taxable profits is not considered sufficiently probable.
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Allotted, called up and fully paid
|
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2 (2024 - 2) Ordinary shares of £1.00 each
|
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Share capital represents the nominal value of shares that have been issued.
The shares have attached to them full voting rights and each share is entitled to one vote in any circumstances. The shares have attached to them full dividend rights and dividends must be paid by reference to each member's holding of shares. The shares have attached to them full capital distribution rights, including on a winding up. The shares are not redeemable.
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Share premium account
Upon incorporation, under the Company’s Limited Liability Company (LLC) Agreement, members of the Company contributed software (intangible assets) to the value of $10,900,000 as a non-cash capital contribution to the Company. This non-cash contribution represents the share premium in Proxymity Limited.
Other reserves
The Group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (shares) of the Parent Company. The fair value of the options is determined at the date of grant and charged to profit or loss over the vesting period. The credit entry is recorded in a share-based payments reserve within equity.
Profit and loss account
Includes all current and prior periods retained profits and losses, less dividends paid.
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|
PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Outstanding at 31 December 2025
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The Company recognised a share-based payment expense of $257k (2024: $235k) during the year, which has been included within administrative expenses in the Statement of Comprehensive Income.
Valuation method:
The Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognised as an expense over the requisite service periods in the Company's consolidated statement of comprehensive income. The Company recognises a compensation expense for the value of its awards granted to employees based on the straight-line method over the requisite service period of each of the awards.
As of 2025, the Company has estimated the fair value of stock options using the Black-Scholes method. The Black-Scholes method was considered the most appropriate fair-value method for its share-option compensation awards. The Company values the options granted at par value based on the fair value of the underlying shares at the date of grant. Any changes to the underlying terms are treated as a modification under the standard.
The expected volatility is based on historical volatility of comparable publicly traded companies that is representative of future volatility over the expected life of the options. The risk-free interest rate is based on U.S. Treasury bond yields with equivalent terms. The dividend yield is based on the Company's historical and expected future dividend payments. Historically, the Company has not paid cash dividends and has no foreseeable plans to pay cash dividends in the future.
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to $1,516k (2024: $1,282k), of which $977k (2024: $775k) related to the Company. Contributions totalling $113k (2024: $142k) were payable by the Group at the reporting date and are included in creditors, of which $107k (2024: $88k) related to the Company.
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PROXYMITY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Commitments under operating leases
|
|
|
At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
|
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Related party transactions
|
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|
Exemption has been taken under paragraph 33.1A of FRS 102 not to disclose transactions between wholly owned group companies.
|
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|
Post balance sheet events
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Subsequent to the year end, on 11 February 2026, the Company's parent company received an equity investment from Euroclear SA/NV of approximately US$5.0 million. The proceeds are expected to be used to support the ongoing operations and growth of the Group, including the activities of the Company.
On 11 September 2026, the parent company entered into a convertible note financing arrangement with certain existing investors. Under the terms of the arrangement, the parent company may raise up to an aggregate of US$8.0 million under Tranche 1 convertible notes, with potential additional Tranche 2 financing of up to US$12.0 million available between 1 October 2026 and 31 December 2026, subject to the conditions specified in the arrangement being met.
As at the date of approval of these financial statements, the parent company had executed convertible note agreements for an aggregate principal amount of US$8.0 million under Tranche 1, all of which had been received.
The immediate parent company as at 31 December 2025 was Moorgate PV Holdings LLC, a company incorporated in the United States.
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