IRIS Accounts Production v25.2.0.378 07151467 Board of Directors 1.1.24 31.12.24 31.12.24 Medium entities the promotion of Tricentis Standard Software (TOSCA) and related consultancy services with the ultimate sale and services contract being made between the end customer and the parent company of Tricentis UK Limited, Tricentis GmbH, which is incorporated in Austria. true false true true false false true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Ordinary Shares 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh071514672023-12-31071514672024-12-31071514672024-01-012024-12-31071514672022-12-31071514672023-01-012023-12-31071514672023-12-3107151467ns15:EnglandWales2024-01-012024-12-3107151467ns14:PoundSterling2024-01-012024-12-3107151467ns10:Director12024-01-012024-12-3107151467ns10:PrivateLimitedCompanyLtd2024-01-012024-12-3107151467ns10:MediumEntities2024-01-012024-12-3107151467ns10:Audited2024-01-012024-12-3107151467ns10:Medium-sizedCompaniesRegimeForDirectorsReport2024-01-012024-12-3107151467ns10:Medium-sizedCompaniesRegimeForAccounts2024-01-012024-12-3107151467ns10:FullAccounts2024-01-012024-12-3107151467ns10:OrdinaryShareClass12024-01-012024-12-3107151467ns10:Director22024-01-012024-12-3107151467ns10:RegisteredOffice2024-01-012024-12-310715146712024-01-012024-12-310715146712023-01-012023-12-310715146722024-01-012024-12-310715146722023-01-012023-12-3107151467ns5:CurrentFinancialInstruments2024-12-3107151467ns5:CurrentFinancialInstruments2023-12-3107151467ns5:ShareCapital2024-12-3107151467ns5:ShareCapital2023-12-3107151467ns5:FurtherSpecificReserve1ComponentTotalEquity2024-12-3107151467ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-3107151467ns5:RetainedEarningsAccumulatedLosses2024-12-3107151467ns5:RetainedEarningsAccumulatedLosses2023-12-3107151467ns5:ShareCapital2022-12-3107151467ns5:RetainedEarningsAccumulatedLosses2022-12-3107151467ns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-3107151467ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-3107151467ns5:FurtherSpecificReserve1ComponentTotalEquity2023-01-012023-12-3107151467ns5:RetainedEarningsAccumulatedLosses2024-01-012024-12-3107151467ns5:FurtherSpecificReserve1ComponentTotalEquity2024-01-012024-12-3107151467ns5:LeaseholdImprovements2024-01-012024-12-3107151467ns5:ComputerEquipment2024-01-012024-12-310715146712024-01-012024-12-3107151467ns5:ReportableOperatingSegment12024-01-012024-12-3107151467ns5:ReportableOperatingSegment12023-01-012023-12-3107151467ns5:ReportableOperatingSegment22024-01-012024-12-3107151467ns5:ReportableOperatingSegment22023-01-012023-12-3107151467ns5:TotalReportableOperatingSegmentsIncludingAnyUnallocatedAmount2024-01-012024-12-3107151467ns5:TotalReportableOperatingSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3107151467ns15:Europe2024-01-012024-12-3107151467ns15:Europe2023-01-012023-12-3107151467ns15:UnitedStates2024-01-012024-12-3107151467ns15:UnitedStates2023-01-012023-12-3107151467ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2024-01-012024-12-3107151467ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3107151467ns5:OwnedAssets2024-01-012024-12-3107151467ns5:OwnedAssets2023-01-012023-12-3107151467ns5:LeaseholdImprovements2023-12-3107151467ns5:ComputerEquipment2023-12-3107151467ns5:LeaseholdImprovements2024-12-3107151467ns5:ComputerEquipment2024-12-3107151467ns5:LeaseholdImprovements2023-12-3107151467ns5:ComputerEquipment2023-12-3107151467ns5:WithinOneYearns5:CurrentFinancialInstruments2024-12-3107151467ns5:WithinOneYearns5:CurrentFinancialInstruments2023-12-3107151467ns5:WithinOneYear2024-12-3107151467ns5:WithinOneYear2023-12-3107151467ns5:BetweenOneFiveYears2024-12-3107151467ns5:BetweenOneFiveYears2023-12-3107151467ns5:AllPeriods2024-12-3107151467ns5:AllPeriods2023-12-3107151467ns10:OrdinaryShareClass12024-12-3107151467ns5:RetainedEarningsAccumulatedLosses2023-12-3107151467ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-310715146712024-01-012024-12-31
REGISTERED NUMBER: 07151467 (England)















Strategic Report,

Report of the Directors and

Audited Financial Statements

for the Year Ended 31 December 2024

for

Tricentis UK Limited

Tricentis UK Limited (Registered number: 07151467)

Contents of the Financial Statements
for the Year Ended 31 December 2024










Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 10

Other Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Cash Flow Statement 14

Notes to the Cash Flow Statement 15

Notes to the Financial Statements 16


Tricentis UK Limited

Company Information
for the Year Ended 31 December 2024







DIRECTORS: N Huetter
J D Owens



REGISTERED OFFICE: 6th Floor
80 Cheapside
London
EC2V 6EE



REGISTERED NUMBER: 07151467 (England)



SENIOR STATUTORY AUDITOR: Caroline Peverett BA FCA



AUDITORS: Tuerner Audit Limited
Bridge House
Old Grantham Road
Whatton
Nottingham
NG13 9FG

Tricentis UK Limited (Registered number: 07151467)

Strategic Report
for the Year Ended 31 December 2024


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

REVIEW OF BUSINESS
The company is part of the Tricentis Group of companies and its primary activities are software sales and marketing, professional services, provision of technical support and R&D.

The company's turnover comprises of inter-company revenue for services provided by the UK company to other companies in the Tricentis group.

We aim to present a fair review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non complex nature of our business, and is written in the context of the risks and uncertainties we face.

2024 saw a significant recovery in the Enterprise IT market. All the indicators at the start of 2024 suggested a very robust growth trajectory.

This has been driven by the following key trends and drivers:
- Digital Transformation: Organizations across sectors are accelerating digital initiatives to enhance efficiency and customer engagement.
- Cloud Computing: Adoption of cloud services continues to rise, offering scalability and cost-effectiveness.
- Cybersecurity Focus: Increased cyber threats have led to heightened investments in cybersecurity measures.
- Artificial Intelligence (AI): AI integration is becoming more prevalent, driving innovation and operational improvements.

In addition the Public Sector has shown continued emphasis on digital services to improve citizen engagement and service delivery.

Tricentis grew globally by over 20% in 2024. The UK business saw ARR increase from $70m in 2023 to $86m in 2024. This increase reflects good growth in the Tricentis UK operations, driven by SAP, Large Enterprise Solutions, and the Public sector.

Total turnover has increased slightly by 8% to £14.60 million compared with £13.52 million in 2023. Turnover from commission sales increased by 8% to £13.71 million whilst turnover from Research Sales increased by 4% to £892k. Gross profit has increased from £162k to £499k.

Net profit increased from £250k to £365k. Overheads have been well controlled, with a modest increase in costs of 6%. A significant portion of this increase was related to the increase in rent of £188k.

The balance sheet continues to present a very solid position, with net assets increasing from £1,055k to £1,464k. A significant portion of our current assets reflect amounts owned by group companies of £781k.

The ARR from other countries' bills increased from $70m to $86m.The directors would like to thank all employees for their commitment and hard work over the last 12 months.

PRINCIPAL RISKS AND UNCERTAINTIES
The business environment in which the company operates continues to be very challenging and we are reliant on large ERP implementations to drive business growth.

However, we have very strong global relationships with SAP and the major GSI's (Deloitte, Infosys, Wipro) and this is driving a lot of the take-up of the Tricentis products.

The longer-term impacts of both Brexit and the new UK Government remain unknown, and consequently future trading remains uncertain for all businesses. Restrictions on customers' capital expenditure budgets may lead to further project deferrals.

FUTURE DEVELOPMENTS
Although trading conditions in the current climate remain challenging, the directors continue to investigate opportunities to grow the business and extend the range of services offered.

The UK company moved to a larger premises during 2023 which reflects our ongoing commitment to the UK market.


Tricentis UK Limited (Registered number: 07151467)

Strategic Report
for the Year Ended 31 December 2024

INDICATION OF BRANCHES OUTSIDE THE UK
The company did not operate any branches outside the UK.

ON BEHALF OF THE BOARD:





J D Owens - Director


22 August 2025

Tricentis UK Limited (Registered number: 07151467)

Report of the Directors
for the Year Ended 31 December 2024


The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

RESEARCH AND DEVELOPMENT
In 2024, Tricentis Corporation significantly advanced its research and development efforts, focusing on integrating artificial intelligence (AI) into its software testing solutions. A notable achievement was the introduction of qTest Copilot, a generative AI assistant designed to streamline test case creation by automatically generating test cases and steps from source documents and user requirements, thereby enhancing test coverage and software release quality.

The company's commitment to AI-driven testing was further recognized when it was named a Representative Vendor in Gartner's February 2024 Market Guide for AI-Augmented Software-Testing Tools. Tricentis's suite of solutions-including Tricentis Test Automation, Testim, Tosca, LiveCompare, Test Management for Jira, and qTest-leverages AI for end-to-end testing, risk-based impact analysis, and self-healing test scripts, among other capabilities.

EVENTS SINCE THE END OF THE YEAR
In February 2025, private equity firm GTCR invested $1.33 billion in the Tricentis Group, valuing the enterprise at $4.5 billion and further fueling Tricentis for future growth and innovation. Insight Partners and GTCR will work together with equal representation on the Board of Directors to support the strong and experienced Tricentis management team's continued success in fueling the company's further expansion.

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

N Huetter
J D Owens

DISCLOSURE IN THE STRATEGIC REPORT
Items required under s.7 Sch.7 of the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 to be disclosed in the directors' report are set out in the strategic report in accordance with s.414C(11) of the Companies Act 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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;
-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.

Tricentis UK Limited (Registered number: 07151467)

Report of the Directors
for the Year Ended 31 December 2024


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

ON BEHALF OF THE BOARD:





J D Owens - Director


22 August 2025

Report of the Independent Auditors to the Members of
Tricentis UK Limited


Opinion
We have audited the financial statements of Tricentis UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Tricentis UK Limited


Matters on which we are required to report by exception
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 Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Report of the Independent Auditors to the Members of
Tricentis UK Limited


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identified the areas of laws and regulations that could reasonably be expected to have a material impact on the financial statements from our general commercial experience and through discussion with the directors, the policies and procedures regarding compliance with laws and regulations. We remained alert to any indications of non-compliance throughout the audit.

The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, including related parties legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Owing to the inherent limitations of an audit, there is unavoidable risk that we may not have detected some material misstatements in the financial statements. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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.

Report of the Independent Auditors to the Members of
Tricentis UK Limited


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Caroline Peverett BA FCA (Senior Statutory Auditor)
for and on behalf of Tuerner Audit Limited
Bridge House
Old Grantham Road
Whatton
Nottingham
NG13 9FG

22 August 2025

Tricentis UK Limited (Registered number: 07151467)

Income Statement
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   

TURNOVER 5 14,600,282 13,516,787

Administrative expenses 14,100,952 13,354,697
499,330 162,090

Other operating income 87,674 102,312
587,004 264,402


Interest payable and similar expenses 7 50 -
PROFIT BEFORE TAXATION 8 586,954 264,402

Tax on profit 9 221,826 14,472
PROFIT FOR THE FINANCIAL YEAR 365,128 249,930

Tricentis UK Limited (Registered number: 07151467)

Other Comprehensive Income
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   

PROFIT FOR THE YEAR 365,128 249,930


OTHER COMPREHENSIVE INCOME
Share based payment 8,942 88,249
Foreign exchange adjustment 6,712 -
Income tax relating to components of other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

15,654

88,249
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

380,782

338,179

Tricentis UK Limited (Registered number: 07151467)

Balance Sheet
31 December 2024

31.12.24 31.12.23
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 38,786 67,622

CURRENT ASSETS
Debtors 11 3,850,524 2,865,245
Cash at bank 440,923 574,271
4,291,447 3,439,516
CREDITORS
Amounts falling due within one year 12 2,827,058 2,384,745
NET CURRENT ASSETS 1,464,389 1,054,771
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,503,175

1,122,393

CAPITAL AND RESERVES
Called up share capital 14 100 100
Other reserves 15 462,002 446,348
Retained earnings 15 1,041,073 675,945
SHAREHOLDERS' FUNDS 1,503,175 1,122,393

The financial statements were approved by the Board of Directors and authorised for issue on 22 August 2025 and were signed on its behalf by:





J D Owens - Director


Tricentis UK Limited (Registered number: 07151467)

Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   
Balance at 1 January 2023 100 426,015 358,099 784,214

Changes in equity
Total comprehensive income - 249,930 88,249 338,179
Balance at 31 December 2023 100 675,945 446,348 1,122,393

Changes in equity
Total comprehensive income - 365,128 15,654 380,782
Balance at 31 December 2024 100 1,041,073 462,002 1,503,175

Tricentis UK Limited (Registered number: 07151467)

Cash Flow Statement
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (122,123 ) 270,716
Interest paid (50 ) -
Tax paid (11,175 ) (184,228 )
Net cash from operating activities (133,348 ) 86,488

Cash flows from investing activities
Purchase of tangible fixed assets - (67,821 )
Net cash from investing activities - (67,821 )

(Decrease)/increase in cash and cash equivalents (133,348 ) 18,667
Cash and cash equivalents at beginning
of year

2

574,271

555,604

Cash and cash equivalents at end of year 2 440,923 574,271

Tricentis UK Limited (Registered number: 07151467)

Notes to the Cash Flow Statement
for the Year Ended 31 December 2024


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24 31.12.23
£    £   
Profit before taxation 586,954 264,402
Depreciation charges 28,836 31,376
Movement in equity reserve 15,656 88,249
Finance costs 50 -
631,496 384,027
Increase in trade and other debtors (1,092,424 ) (614,513 )
Increase in trade and other creditors 338,805 501,202
Cash generated from operations (122,123 ) 270,716

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 440,923 574,271
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 574,271 555,604


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank 574,271 (133,348 ) 440,923
574,271 (133,348 ) 440,923
Total 574,271 (133,348 ) 440,923

Tricentis UK Limited (Registered number: 07151467)

Notes to the Financial Statements
for the Year Ended 31 December 2024


1. STATUTORY INFORMATION

Tricentis UK Limited is a private company, limited by shares , registered in England. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

The accounts have been prepared on the going concern basis due to the fact that the company has the continued support of the group. The directors have been given assurance that this support will continue for the foreseeable future.

Turnover
Turnover, which is net of value added tax, represents the value of monies earned and due in the year, for consultancy, promotion and research services for group companies.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Improvements to property - 20% on cost
Computer equipment - 33% on cost

Basic financial instruments
Trade and other debtors are recognised initially at transaction price plus attributable transaction costs.
Trade and other creditors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

Other debtors are initially measured at transaction price and are subsequently measured at transaction price less any impairment losses.

Cash and cash equivalents comprise cash balances and call deposits.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Tricentis UK Limited (Registered number: 07151467)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024


3. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The director does not believe that there are any significant judgements in applying accounting policies or key sources of estimation uncertainty.

5. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.12.24 31.12.23
£    £   
Commission Sales 13,708,458 12,656,699
Research Sales 891,824 860,088
14,600,282 13,516,787

An analysis of turnover by geographical market is given below:

31.12.24 31.12.23
£    £   
Europe 13,708,458 12,656,699
United States of America 891,824 860,088
14,600,282 13,516,787

Tricentis UK Limited (Registered number: 07151467)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024


6. EMPLOYEES AND DIRECTORS
31.12.24 31.12.23
£    £   
Wages and salaries 9,785,870 9,233,864
Social security costs 1,320,726 1,232,512
Other pension costs 93,231 96,724
11,199,827 10,563,100

The average number of employees during the year was as follows:
31.12.24 31.12.23

Administration 4 4
Development 6 7
Marketing 4 5
Professional Services/Sales 5 2
Sales 42 46
Service 4 3
65 67

31.12.24 31.12.23
£    £   
Directors' remuneration - -

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.24 31.12.23
£    £   
Bank interest 50 -

8. PROFIT BEFORE TAXATION

The profit is stated after charging:

31.12.24 31.12.23
£    £   
Other operating leases 1,031,394 843,619
Depreciation - owned assets 28,836 31,377
Auditors' remuneration 10,000 4,500
Foreign exchange differences 9,863 8,993

9. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.24 31.12.23
£    £   
Current tax:
UK corporation tax 224,875 65,805

Deferred tax (3,049 ) (51,333 )
Tax on profit 221,826 14,472

Tricentis UK Limited (Registered number: 07151467)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024


9. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24 31.12.23
£    £   
Profit before tax 586,954 264,402
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 23.520%)

146,739

62,187

Effects of:
Expenses not deductible for tax purposes 20,494 29,413
Capital allowances in excess of depreciation - (9,752 )
Depreciation in excess of capital allowances 7,209 -
Adjustments to tax charge in respect of previous periods 114,946 (21,972 )
Deferred tax charge/(credit) (3,049 ) (51,333 )
Items not adjusted for (64,513 ) 5,929
Total tax charge 221,826 14,472

Tax effects relating to effects of other comprehensive income

31.12.24
Gross Tax Net
£    £    £   
Share based payment 8,942 - 8,942
Foreign exchange adjustment 6,712 - 6,712
15,654 - 15,654

31.12.23
Gross Tax Net
£    £    £   
Share based payment 88,249 - 88,249

10. TANGIBLE FIXED ASSETS
Improvements
to Computer
property equipment Totals
£    £    £   
COST
At 1 January 2024
and 31 December 2024 22,278 93,299 115,577
DEPRECIATION
At 1 January 2024 4,230 43,725 47,955
Charge for year 4,455 24,381 28,836
At 31 December 2024 8,685 68,106 76,791
NET BOOK VALUE
At 31 December 2024 13,593 25,193 38,786
At 31 December 2023 18,048 49,574 67,622

Tricentis UK Limited (Registered number: 07151467)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024


11. DEBTORS
31.12.24 31.12.23
£    £   
Amounts falling due within one year:
Trade debtors - 257
Amounts owed by group undertakings 2,675,569 1,894,555
Other debtors - 9,500
Tax - 110,194
VAT 163,040 74,763
Deferred tax asset 99,127 96,078
Prepayments and accrued income 507,788 274,898
3,445,524 2,460,245

Amounts falling due after more than one year:
Rent deposits 405,000 405,000

Aggregate amounts 3,850,524 2,865,245

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.12.23
£    £   
Trade creditors 257,615 301,317
Tax 103,506 -
Social security and other taxes 632,184 594,153
Other creditors 246,951 343,855
Accruals and deferred income 1,586,802 1,145,420
2,827,058 2,384,745

13. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
31.12.24 31.12.23
£    £   
Within one year 675,961 675,961
Between one and five years 1,379,206 2,054,206
2,055,167 2,730,167

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.12.23
value: £    £   
100 Ordinary Shares £1 100 100

15. RESERVES
Retained Other
earnings reserves Totals
£    £    £   

At 1 January 2024 675,945 446,348 1,122,293
Profit for the year 365,128 365,128
Other capital reserve - 15,654 15,654
At 31 December 2024 1,041,073 462,002 1,503,075

Tricentis UK Limited (Registered number: 07151467)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024


16. PENSION COMMITMENTS

The pension commitment of the company at the year end is £Nil (2023: £14,587).

17. CONTINGENT LIABILITIES

The company may be liable to make a payment in the future as a result of a current lease contract. The amount of this expense is estimated at £93,350. At the reporting date, it is not probable that there will be an obligation to make a payment in the foreseeable future.

18. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the year, a total of key management personnel compensation of £ 2,627,566 (2023 - £ 2,949,249 ) was paid.

19. POST BALANCE SHEET EVENTS

In February 2025, additional payments totalling £3,356,202 were issued to certain employees of the company. These were paid by the company on behalf of Tricentis Corporation (group company) and do not represent a cost to or settling of liabilities of Tricentis UK Limited.

Tricentis UK Limited (Registered number: 07151467)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024


20. SHARE-BASED PAYMENT TRANSACTIONS

Tricentis Corporation (registered in the USA) a parent company of Tricentis UK Ltd, has reserved shares for issuance as stock options under its 2018 Stock Incentive Plan ("the plan") dated 26 December 2018. Equity options granted under the plan generally become exercisable over a service period ranging from one to five years and expire ten years from the date of grant. Options granted under the plan must be issued at prices not less than the fair market value of the stock on the date of the grant. Options have been granted to certain employees of Tricentis UK Ltd.

The share option charge for the year in these financial statements is £8,942 (2023: £88,249). This amount has been taken to Other capital reserves on the balance sheet. The fair value of the options was estimated at the date of grant using the Black-Scholes option pricing model.

The number and weighted average exercise price of share options in the year were as follows:


Number
Weighted Average
Exercise Price ($)

2024202320242023

Outstanding at the beginning of the period843,9371,231,4382.883.28
Granted during the period - - - -
Forfeited during the period(7,750)(380,668)5.003.93
Exercised during the period - (6,833) - 2.55
Expired during the period (65,583)- 5.00-
Transferred to other group entities during the
period

(15,000) - 5.00 -
Outstanding at the end of the period755,604843,9372.642.32
Exercisable at the end of the period690,412651,7432.592.82

The plan includes awards of restricted stock units with multiple vesting conditions. These will be issued to employees at no cost once all vesting conditions are met. Therefore, there is no exercise price for these awards. The number of these awards in the year is as follows:

Number

20242023

Outstanding at the beginning of the period203,462 -
Granted during the period145,215225,414
Forfeited during the period(6,000)(21,952)
Exercised during the period - -
Expired during the period - -
Transferred to other group entities during the
period

(11,685) -
Outstanding at the end of the period330,992203,462
Exercisable at the end of the period - -

21. PARENT COMPANY

The parent company of the smallest group that draws up consolidated financial statements which include the results for Tricentis UK Limited is Tricentis Corporation; its registered office address is:

5301 South Parkway
Building 2, Suite 200
Austin
Texas 78735
USA

The ultimate holding company is Insight Luxembourg Holdings S.a.r.l. incorporated in Luxembourg.

Tricentis UK Limited (Registered number: 07151467)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024


22. TERMINATION BENEFITS

The company provides termination benefits in line with statutory requirements. At the reporting date, the company recognises an obligation to pay £14,667 (2023: £nil) of termination benefits.