The principal risks and uncertainties which the Company faces are set out below:

- Conditions and changes in the national and global economic and political environments may adversely affect the Company’s business and financial results.

- The Company’s businesses collect, use and retain personal customer information and enable customer transactions, which presents security risks, requires the Company to incur expenses and could harm its business.

Although the Company has sophisticated network and application security, internal control measures, and physical security procedures to safeguard its systems, there can be no assurance that a security breach, loss or theft of personal information will not occur, which could harm the business, customer reputation and results of operations. If the business expands to new industry segments that are regulated for privacy and security, compliance requirements and costs will increase.

-  New versions and releases of the Company’s products may contain errors or defects.

The Company’s software products are complex and, accordingly, may contain undetected errors or be subject to intermittent failures when first introduced or as new versions are released. This may result in the loss of, or delay in, market acceptance of the Company’s products.

- The Company could be subject to potential product liability claims and third party liability claims related to products and services.

Any errors, defects or other performance problems could result in financial or other damages to the Company’s customers. A product liability claim brought against the Company, even if not successful, would likely be time consuming and costly and could seriously harm the Company’s business.

- The Company may be unsuccessful in developing and selling new products or in penetrating new markets.

The Company’s competitiveness and future success depend on its ability to develop, market and sell new products and services on a timely and cost effective basis. A fundamental shift in technologies in any of the Company’s markets could harm its competitive position within these markets.

- The Company may fail to adequately integrate acquired products, technologies or businesses.

The Company evaluates opportunities to acquire additional product offerings, complementary technologies and businesses. Turnover from the acquired businesses may not be sufficient to support the costs associated with those businesses, thereby adversely affecting the Company’s operating margins in the future.

- The Company depends on a few key personnel to manage and operate.

The loss of certain members of the Company’s senior management, including the Group’s Chief Executive Officer, could have a material adverse effect on the Company’s business and prospects.

- If the Company is unable to retain and attract highly skilled personnel with experience in retail software and transaction services industries, the business may be unable to grow.

The Company is dependent upon the ability to attract and hire, when necessary, as well as train and retain highly skilled technical, sales and marketing, engineering, support and other highly skilled personnel with knowledge in funds management, financial governance, reconciliation workflow, transaction risk management, internet and other expertise.

- Regulatory compliance, including the cost of complying with legislative actions and potential new accounting pronouncements, may result in increased costs that would affect the Company’s future financial position and results of operations.

Regulatory compliance, including the cost of complying with legislative actions and changes in accounting rules may materially increase the Company’s operating expenses and adversely affect its operating results.

The Company intends to continue to develop innovative Financial GRC solutions to respond to the needs of the Company’s customers in this rapidly changing industry, particularly where the Company believes that it can leverage its existing product set. The Company has developed its products independently, through the Group’s research and development team based in Dallas & UK, through funded development projects and through acquisition.

For the period, approximately 12.6% (2025: 12.2%) of the Group’s overall revenues were dedicated to research and development expenses.

Turnover was £27 million for the year ended 31 January 2026 (2025: £25.2 million). The loss on ordinary activities before taxation for the year amounted to £505,551 (2025: Profit £5,303,756). Following a taxation charge of £1,383,379 (2025: Credit £51,754) the loss retained for the year was £1,888,930 (2025: profit £5,355,510).

The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

  • obtained an understanding of the nature of the operations of the company, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

  • inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

  • discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures, we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance legislation. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included agreeing the financial statement disclosures to underlying supporting documentation, and enquiries with management.

The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to health and safety. We performed audit procedures to inquire of management whether the company is in compliance with these laws and regulations and inspected legal costs, board minutes, and other relevant sources for evidence of undisclosed issues. The audit engagement team identified the risk of management override of controls and management bias in accounting estimates as the areas where the financial statements were most susceptible to material misstatement due to fraud. We evaluated whether there was evidence of bias by management in accounting estimates that represented a risk of material misstatement due to fraud. We challenged assumptions and judgements made by management in their significant accounting estimates.

The ordinary share capital of the company is presented as equity.

During the prior year, the Company undertook an internal reorganisation whereby the trade and net assets of Trintech Solutions Limited were transferred to the Company. The transaction took place between entities under common control and did not result in any change in the ultimate ownership of the business.

During the year, minor measurement period adjustments were identified in respect of the acquisition accounting relating to deferred revenue and  tax balances recognised on acquisition. As a result, goodwill recognised in the prior year has been amended by £0.8million.

Goodwill is amortised on a straight-line basis over a total useful economic life of 10 years from the original acquisition date. At the balance sheet date, management estimate that 7 years of the useful economic life remains. Amortisation charged in the current financial year amounted to £5.8 million is included within administrative expenses.

Goodwill is reviewed for indicators of impairment at each reporting date. No impairment was identified during the year.

Trade debtors are stated net of provision for doubtful debts of £11,676 (2025: £39,906).

Amounts owed by group undertakings have interest and repayment terms as follows:

Amounts owed by intercompany trade amounts accrue interest at interest rate on late commercial payment published by the Bank of England from 90 days after billing.

Amounts owed by intercompany on certain loan notes are repayable on demand and accrue interest at interest rate on late commercial payment published by the Wall Street Journal from 90 days after billing.

Amounts owed by intercompany on certain loan notes are repayable on demand and accrue interest at a variable rate as agreed by both parties currently 11.84% (2025: 11.84%).

Accruals and deferred income are split as follows :

Accruals and deferred rents £916,296 (2025 £678,332)

Current deferred income £14,626,424 (2025 £12,672,121)

Amounts owed to group undertakings have interest and repayment terms as follows:

Amounts owed to subsidiaries on loan notes are repayable on demand and accrue interest at a variable rate as agreed by both parties currently 11.84% (2025-11.84%).

Amounts owed on intercompany trade amounts accrue interest at interest rate on late commercial payment published by the Bank of England from 90 days after billing.

In June 2023 the Company entered into an agreement to lease equipment in a data center.The contract is for a period of 5.5 years ending in December 2028 with an interest rate of 9.38%.

In July 2023 the company entered into a loan note with its parent to fund its investment in subsidiaries. The note is repayable on 25th July 2029 and accrues interest at secured overnight financing rate (SOFR) plus 6.5%.

Authorised share capital is 1,000 ordinary shares of £1 each.