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Registered number: 09326640
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FOR THE PERIOD ENDED
31 OCTOBER 2025
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CONTENTS
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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TRAFI LIMITED
REGISTERED NUMBER:09326640
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STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 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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Creditors: amounts falling due after more than one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
V Lien
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The notes on pages 3 to 9 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 OCTOBER 2025
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Total comprehensive income for the year
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At 1 January 2025 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2025 (as restated)
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Total comprehensive loss for the period
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Shares issued during the period
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Transfer to/from profit and loss account
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The notes on pages 3 to 9 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025
Trafi Limited is a private company, limited by shares, registered in England and Wales. The company's registered number, registered office address and principal place of business is disclosed on the company information page.
During the period, the company changed its financial year-end to align with the other group companies and as a result, these financial statements represent a period of 10 months and as such are not comparable to the prior year.
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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The company and its subsidiary undertakings comprise a small group. The Company has therefore taken advantage of the exemption provided by Section 399(2A) of the Companies Act 2006 not to prepare group accounts.
The ultimate parent company, Enghouse Systems Limited, has confirmed that it will provide financial support to the company for at least twelve months from the date of approval of these financial statements. Enghouse Systems Limited has confirmed that it has sufficient cash resources to provide this support, and the directors have satisfied themselves that the parent company is able to provide the financial support required for this period. Accordingly, the directors do not consider there to be any material uncertainty relating to the company’s ability to continue as a going concern and have prepared the financial statements on a going concern basis.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP, rounded to the nearest £.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
Turnover represents income from the licensing of the Company's technology, the provision and implementation of Mobility as a Service (MaaS) solutions, data services and related goods and services, excluding value added tax. 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 is measured at the fair value of the consideration received, excluding discounts, rebates, value added tax and other sales taxes.
The Company has four main streams of turnover. The streams, along with the accounting policy associated with their recognition, are as follows:
MaaS solutions, SaaS and Maintenance services – The Company provides Mobility as a Service (MaaS) solutions, including hosted platform access and subscription-based services. Revenue is recognised over the period in which the services are provided. Amounts invoiced in advance are deferred and recognised as revenue over the service period. Setup and onboarding activities that do not transfer a distinct good or service are deferred and recognised over the expected customer relationship period.
Professional Service sales – Turnover relating to the provision, configuration, implementation and set-up of MaaS solutions and consulting services is recognised as delivered, typically on an input-based measure of progress, such as total labour hours incurred versus total expected labour hours, or by reference to the completion of agreed contractual obligations.
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the period 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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an appropriate pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
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The average monthly number of employees, including directors, during the period was 4 (2024 as restated - 6).
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Charge for the period on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025
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Investments in subsidiary companies
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At 1 January 2025 (unaudited)
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Unaudited
As restated
31 December
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Amounts owed by group undertakings
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Prepayments and accrued income
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The prior period has been restated to reflect the categories of which the debtors represent. 'Other receivables' has been renamed to 'Prepayments and accrued income' and £114,134 has been re-classified to 'Amounts owed by group undertakings'. A further £2,798,280 has been re-allocated against 'Amounts owed to group undertakings' to reflect the net position owed to a single group entity.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025
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Creditors: Amounts falling due within one year
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Unaudited
As restated
31 December
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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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See note 6 for details of the prior year restatement in relation to 'Amounts owed to group undertakings'.
'Other payables' has also been re-named to 'Accruals and deferred income' to reflect the nature of the balances.
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Enghouse Systems Limited, a company incorporated in Canada, is the ultimate parent company and controlling party. It is also the parent company of the smallest and largest group for which consolidated financial statements are prepared and of which the company is a member. The parent company's registered office is 80 Tiverton Court, Suite 800, Markham, ON L3R 0G4.
On 14 April 2025, Enghouse Holdings (UK) Limited acquired 100% of the issued share capital of the company and is therefore the company's immediate parent undertaking.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025
See details of reclassifications of debtors and creditors as disclosed in note 6 & 7.
1) The prior period has been restated to reclassify £6,026,876 from administrative expenses to cost of sales to reflect the nature of the expenses.
There was no impact on the result for the period or closing reserves.
2) The prior period has been restated to correct an intercompany misstatement identified during the current year as part of a reconciliation of intercompany balances to the subsidiary statutory financial statements. The opening intercompany positions at 31 December 2024 did not agree to the corresponding balances recorded in the subsidiaries’ own financial statements, resulting in the prior period balances being misstated. The financial statements for the year ended 31 December 2024 were unaudited and, consequently, the difference was not identified at that time. Following the acquisition of the entity by the Enghouse Group in April 2025, a review and reconciliation of the intercompany balances was performed, which identified and resolved the difference arising from the opening positions.
As a result of the adjustment, at 31 December 2024, amounts owed by group undertakings have increased by £128,944 and amounts owed to group undertakings have increased by £23,546. The adjustment has resulted in an increase in profit for the year ended 31 December 2024 of £105,398, arising from an increase in sales of £128,944 and an increase in cost of sales of £23,546.
Accordingly, opening reserves at 1 January 2025 have increased by £105,398.
The auditor's report on the financial statements for the period ended 31 October 2025 was qualified.
The qualification in the audit report was as follows:
Following the acquisition of the company during the period sufficient appropriate audit evidence was not available in
respect of the fair value of the share options issued by the Company. The Company provided a calculation of the fair value of the share options; however, sufficient information was not available to support a valuation using an appropriate valuation methodology in accordance with Section 26 of FRS 102.
Consequently, we were unable to determine whether the share-based payment expense of £1,053,400 recognised in the period ended 31 December 2024, the related equity reserve brought forward at 1 January 2025, and the further sharebased payment expense of £1,053,400 recognised in the period ended 31 October 2025 were materially misstated, or whether any consequential adjustments were necessary.
The share options were settled during the period ended 31 October 2025 and the related equity reserve was subsequently transferred out of the share-based payment reserve. Accordingly, our qualification does not extend to the balance of the share-based payment reserve at 31 October 2025.
The audit report was signed on 27 October 2026 by Hezelina Hashim FCCA (Senior Statutory Auditor) on behalf of Menzies LLP.
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