The directors present the strategic report for the year ended 31 December 2024.

The Company recorded turnover of £5.9 million for the period compared to turnover of £5.4 million recorded for the previous period as shown on page 7 of the financial statements.

The Company’s operating profit amounts to £2,113,313 for the period compared to £1,287,899 for the previous period. The net profit after taxation for the period was £1,618,892 compared to £536,404 for the previous period.

The Company's employed an average of 45 members of staff over the year compared to 52 for the previous year.

The principal risk affecting the company is that of technological change as the company operates in a fast moving industry. In order to remain competitive the company devotes a large proportion of its resources to research and development.

The Company's balance sheet (page 9) indicates a strong financial position with shareholders funds amounting to £4.7 million compared to £3.1 million at the end of the previous period. The Company's balance sheet also shows net current assets from £4.2 million compared to £2.6 million, with cash balances at the reporting date of £0.6 million compared to £0.5 million at the end of the previous period.

The directors expect that cashflows from future profits will continue to enable the group to invest in software development which will continue to generate profits for the Company. The Company has a strong balance sheet and is expected to be able to continue to meet all its obligations going forwards.

Management use a range of performance indicators to monitor and manage the business including:

Turnover - increased by 9.9% to £5.9 million

Revenue from UK sales - increased to £5.2 million from £4.2 million

Revenue from overseas sales - decreased from £1.2 million to £0.7 million

Operating profit - 35.8% compared to 24.0% for the previous period

The directors believe that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to stakeholders and matters set out in Section 172(1)(a-f) of the Companies Act 2006 in the decisions taken during the year.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of a computer software house.

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company's Articles of Association provide, subject to the provisions of UK legislation, an indemnity for directors and officers of the company in respect of liabilities they may incur in defending certain proceedings against them.

Company policy is to retain and enhance its market position through the design and development of its integrated software solutions. To achieve this objective the company continues to employ computer programming and other staff of a high calibre.

The company recognises that the long-term success of the business relies on effective engagement with its employees. Management consult with and brief all employees on a regular basis in relation to the company's operations, and employees are encouraged to contribute to the company's success through initiatives such as suggestion schemes.

The company manages relationships with its customers, suppliers, and those individuals and bodies that it has dealings with as closely as possible to ensure the services provided meet the company’s high standards.

The company intends to continue trading in the same area of activity. . The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Josolyne LLP were appointed as auditors to the company in accordance with section 485 of the Companies Act 2006.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditors are unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditors are aware of that information.

We have audited the financial statements of Prophet Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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. 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' 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 directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and its industry, and determined that the most significant are those that relate to data protection, employment laws and tax legislation. We also considered those laws and regulations that have a direct effect on the financial statements such as FRS102 accounting principles and the Companies Act 2006. We have considered the extent to which non-compliance might have a material effect on the financial statements and also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements.

We established that the principal risks related to revenue recognition on contracts, management bias in accounting estimates and management override. Audit procedures performed included:

• Reviewing a selection of contracts including agreeing contract valuation positions to third party orders and signed variations.

• Designed our audit procedures in order to incorporate unpredictability around the nature, timing or extent of our testing.

• Identifying and testing journal entries to consider the appropriateness of journal entries and other adjustments;

• Assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of significant transactions that are unusual or outside the normal course of business.

• Challenging assumptions made by management in making their significant accounting estimates

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Prophet Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1 Villiers Court, Meriden Business Park, Copse Drive Meriden, Coventry, CV5 9RG.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Prophet Limited is a wholly owned subsidiary of Valstone UK Holdings Limited and the results of Prophet Limited are included in the consolidated financial statements of Valstone Corporation Inc which are available from 7405 Rte Transcanadienne #100, Saint Laurent, QC H4T 1Z2, Canada.

The company is expected to continue to generate positive operating cash flows for the foreseeable future andtrue has adequate financial resources. The company has a strong balance sheet and is expected to be able to continue to meet all its obligations going forwards. As a consequence the directors believe that the company is well placed to manage its business risks successfully.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents the total amounts receivable by the company in respect of sales to customers, net of VAT and trade discounts, which comprise software licence fees, computer equipment and related services.

Revenue from licence fees are accounted for on a strict time basis. Income received relating to future

accounting periods is treated as a creditor and recorded as turnover in the period to which it relates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company 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.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 6 (2023 - 7).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

The investments in Prophet Systems SA (Pty) Limited and Pr3 Software LLC are held by Prophet Holdings (Pty) Limited and Prophet North America Inc respectively. The investment in Atom DTS (Pty) Limited is held by Prophet Systems SA (Pty) Limited.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The Company has provided security by way of a debenture over its assets to Toronto-Dominion Bank in respect of borrowings advanced to Valstone Corporation Inc, a parent company of the Company. At date of approval of these financial statements there are no indications that Toronto-Dominion Bank have or is intending to exercise the enforcement of its security against Prophet Limited, and the directors consider it to be extremely unlikely that any such enforcement action will exercised in the foreseeable future.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The remuneration of key management personnel is as follows.

The following amounts were outstanding at the reporting end date:

The Company has provided security by way of a debenture over its assets to Toronto-Dominion Bank in respect of borrowings advanced to Valstone Corporation Inc.

Dividends totalling £0 (2023 - £0) were paid in the year in respect of shares held by the company's directors.

The immediate parent undertaking is Valstone UK Holdings Limited, a company incorporated and registered in England and Wales (registered number 14331011). Valstone UK Holdings Limited is a wholly owned subsidiary of Valstone Corporation Inc, a company domiciled in Montreal, Canada.

The ultimate parent company is Valsef Capital Inc, a company incorporated and domiciled in Canada.

The registered address of both Valstone Corporation Inc and Valsef Capital Inc is:

7405 Rte Transcanadienne

Suite 100

Montreal QC

H4T 1Z2

The following are the parents of the largest and smallest groups in which this company's results are consolidated: