ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 14494975

AG GRID HOLDINGS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

AG GRID HOLDINGS LTD

COMPANY INFORMATION

Directors	N Crosby (deceased 30 July 2024)
	J Masterson (appointed 27 May 2025)
	R Grubb (appointed 27 May 2025)
	J Crosby (appointed 27 May 2025)


Registered number	14494975


Registered office	10 Queen Street Place
	London
	EC4R 1AG


Independent auditors	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

AG GRID HOLDINGS LTD

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Statement of Financial Position	11
Company Statement of Financial Position	12
Consolidated Statement of Changes in Equity	13
Company Statement of Changes in Equity	14
Consolidated Statement of Cash Flows	15
Consolidated Analysis of Net Debt	16
Notes to the Financial Statements	17 - 31

AG GRID HOLDINGS LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction

The directors present their strategic report together with audited financial statements for the 14 month period
ended 2023.
The Company was incorporated on 21 November 2022. On 22 May 2023, a share for share exchange was entered into between this company and Ag Grid Ltd. The transaction met the requirements of merger accounting as set out by FRS 102 and the Companies Act 2006. Accordingly, as set out in Note 2.2 the group accounts have been prepared using merger accounting principles and show the results of the group as if existed in the year to 31 December 2023 and year to 31 December 2022.
The Company accounts have been preared from the date of incorporation to 31 December 2023.

Business review

Performance was positively impacted by two significant factors: 1. Our carefully considered price increase of AG
Grid Enterprise and, 2. The introduction of a new product – AG Charts Enterprise. Overall sales were £18.1m
which represented an increase of 18%.
The Group generated profit before tax of £6.5m (2022: £6.5m).
The directors have not recommended a dividend.
The directors are pleased with the strategic performance of the Group and note the ongoing investment into it’s
digital operations.

Principal risks and uncertainties

The Group’s principal activity during the year was software R&D, licensing and support.
The principal risk that could materially affect the business, revenues, operating income, net income, net assets
or liquidity is general economic risk and specific technological risk. A positive economic and favourable
legislative environment is key to the overall success of the technology sector in the UK and as a consequence to
AG Grid Holdings Ltd and Group. These risks have been managed accordingly (see below).
Currency risk
The Group is exposed to transaction based foreign exchange risk. This risk is managed by charging all
transactions in USD and selecting when to convert to GBP.
Technology risk
The Group seeks to manage technology risk by sustained investment in R&D for existing and upcoming
products.

Financial key performance indicators

The Group’s key performance indicators are revenue, gross profit margin and proft before tax.
1) Revenue of £18.1m (2022: £15.3m)
2) Gross profit margin remained steady at 85% (2022: 90%) despite increased expenditure due to strong sales.
3) The Group profit before tax of £6.5m (2022: £6.5m)

Page 1

AG GRID HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Group (Section 172 Statement)

Section 172 of the Companies Act 2006 requires that Directors of a company must act in ways that they
consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members
as a whole, and in doing so have regard (amongst other maters) to:
- the likely consequences of any decision in the long term;
- the interests of the Company’s employees;
- the need to foster the Company’s business relationships with supports, customers and others;
- the impact of the Company’s operations on the community and the environment;
- the desirability of the company maintaining a reputation for high standards of business conduct; and
- the need to act fairly as between members of the Company.

This report was approved by the board on 3 September 2025 and signed on its behalf.

J Masterson

Director

Page 2

AG GRID HOLDINGS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 the Group and of the profit or loss of the Group for that period.

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

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £4,545,093 (2022 - £5,170,978).

Director

The director who served during the year was:

N Crosby (deceased 30 July 2024)

Business relationships

Details of this can be found in the Group Strategic Report under Section 172 statement.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 3

AG GRID HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

In July 2024, the ultimate beneficial owner of AG Holdings Ltd Mr N Crosby whom held 95% of the shares
issued in AG Holdings Ltd, tragically passed away. His estate is currently subject to probate which will result in a
new ultimate beneficial owner.

Auditors

The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

J Masterson

Director

Date: 3 September 2025

Page 4

AG GRID HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AG GRID HOLDINGS LTD

Opinion

We have audited the financial statements of AG Grid Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.

Page 5

AG GRID HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AG GRID HOLDINGS LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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 Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company 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.

Page 6

AG GRID HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AG GRID HOLDINGS LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 7

AG GRID HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AG GRID HOLDINGS LTD (CONTINUED)

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 an Auditors' 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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for the company and trade regulations and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and tax regulation.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
· Inspecting correspondence with regulators and tax authorities;
· Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
· Evaluating management’s controls designed to prevent and detect irregularities;
· Identifying and testing accounting journal entries, in particular those journal entries which exhibited the characteristics we had identified as possible indicators of irregularities; and
· Challenging assumptions and judgements made by management in their critical accounting estimates.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Page 8

AG GRID HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AG GRID HOLDINGS LTD (CONTINUED)

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 Auditors' 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.

Andrew Broome (Senior Statutory Auditor)

Andrew Broome (Senior Statutory Auditor) on behalf of HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

3 September 2025

Page 9

AG GRID HOLDINGS LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023

	2023	2022
Note	£	£


Turnover	4	18,076,495	15,380,419
Cost of sales		(2,718,421)	(1,531,014)
Gross profit		15,358,074	13,849,405
Administrative expenses		(9,347,020)	(6,942,318)
Other operating income	5	(6,021)	-
Other operating charges		(69,117)	-
Operating profit	6	5,935,916	6,907,087
Income from fixed asset investments		109,081	80,753
Interest receivable and similar income	11	2,176	-
Interest payable and similar expenses	12	(53,229)	(11,678)
Investments gains/(losses)		548,568	(467,939)
Profit before taxation		6,542,512	6,508,223
Tax on profit	13	(1,997,419)	(1,337,245)
Profit for the financial year		4,545,093	5,170,978

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 17 to 31 form part of these financial statements.

Page 10

AG GRID HOLDINGS LTD

REGISTERED NUMBER: 14494975

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

		2023		2022
Note		£		£

Fixed assets
Tangible assets	14		61,840		39,929
Investments	15		18,889,766		6,815,824
			18,951,606		6,855,753
Current assets
Debtors: amounts falling due within one year	16	2,113,426		1,961,041
Cash at bank and in hand	17	2,061,752		10,963,472
		4,175,178		12,924,513
Creditors: amounts falling due within one year	18	(13,929,443)		(15,460,128)
Net current liabilities			(9,754,265)		(2,535,615)
Total assets less current liabilities			9,197,341		4,320,138
Creditors: amounts falling due after more than one year	19		(584,913)		(371,822)
Provisions for liabilities
Deferred taxation	20	(128,029)		(9,010)
			(128,029)		(9,010)
Net assets			8,484,399		3,939,306

Capital and reserves
Called up share capital	21	2	2
Profit and loss account	22	8,484,397	3,939,304
		8,484,399	3,939,306

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Masterson

Director

Date: 3 September 2025

The notes on pages 17 to 31 form part of these financial statements.

Page 11

AG GRID HOLDINGS LTD

REGISTERED NUMBER: 14494975

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

		2023
Note		£

Fixed assets
Investments	15		18,889,500
			18,889,500
Current assets
Cash at bank and in hand	17	183,867
		183,867
Creditors: amounts falling due within one year	18	(18,625,086)
Net current (liabilities)/assets			(18,441,219)
Total assets less current liabilities			448,281

Provisions for liabilities
Deferred taxation	20	(125,795)
			(125,795)
Net assets excluding pension asset			322,486
Net assets			322,486

Capital and reserves
Called up share capital	21		2
Profit for the year		322,484
Profit and loss account carried forward			322,484
			322,486

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Masterson

Director

Date: 3 September 2025

The notes on pages 17 to 31 form part of these financial statements.

Page 12

AG GRID HOLDINGS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 January 2022	1	(1,231,674)	(1,231,673)	(1,231,673)
Comprehensive income for the year
Profit for the year	-	5,170,978	5,170,978	5,170,978
Contributions by and distributions to owners
Shares issued during the year	2	-	2	2
Shares reassigned within the Group	(1)	-	(1)	(1)

At 1 January 2023	2	3,939,304	3,939,306	3,939,306
Comprehensive income for the year
Profit for the year	-	4,545,093	4,545,093	4,545,093
At 31 December 2023	2	8,484,397	8,484,399	8,484,399

The notes on pages 17 to 31 form part of these financial statements.

Page 13

AG GRID HOLDINGS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£
Contributions by and distributions to owners
Shares issued during the year	2	-	2

At 1 January 2023	2	-	2
Comprehensive income for the year
Profit for the year	-	322,484	322,484
At 31 December 2023	2	322,484	322,486

The notes on pages 17 to 31 form part of these financial statements.

Page 14

AG GRID HOLDINGS LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2023

			2023	2022
			£	£

Cash flows from operating activities
Profit for the financial year	4,545,093	5,170,978
Adjustments for:
Depreciation of tangible assets	31,506	33,062
Interest paid	53,231	11,678
Interest received	(111,258)	(80,753)
Taxation charge	1,997,419	1,337,245
(Increase) in debtors	(152,385)	(557,420)
(Decrease)/increase in creditors	(2,858,222)	2,709,133
Net fair value (gains)/losses recognised in P&L	(447,278)	451,542
Corporation tax (paid)	(337,774)	(1,077,630)
Net cash generated from operating activities	2,720,332	7,997,835

Cash flows from investing activities
Purchase of tangible fixed assets	(53,418)	(21,496)
Purchase of listed investments	(4,178,834)	(2,099,000)
Sale of listed investments	2,322,237	705,825
Purchase of unlisted and other investments	(9,770,067)	(85,264)
Interest received	2,176	-
Income from investments	87,920	80,753
Dividends received	21,162	-
Net cash from investing activities	(11,568,824)	(1,419,182)
Cash flows from financing activities
Issue of ordinary shares	1	-
Reassignment of shares within the Group	-	(1)
Interest paid	(53,229)	(11,678)
Net cash used in financing activities	(53,228)	(11,679)
Net (decrease)/increase in cash and cash equivalents	(8,901,720)	6,566,974
Cash and cash equivalents at beginning of year	10,963,472	4,396,498
Cash and cash equivalents at the end of year	2,061,752	10,963,472

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,061,752	10,963,472

Page 15

AG GRID HOLDINGS LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2023


At 1 January 2023	Cash flows	At 31 December 2023
£	£	£

Cash at bank and in hand	10,963,472	(8,901,720)	2,061,752
Debt due within 1 year	(6,571,953)	5,676,841	(895,112)
	4,391,519	(3,224,879)	1,166,640

The notes on pages 17 to 31 form part of these financial statements.

Page 16

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

1.	General information

AG Grid Holdings Ltd is a private company limited by shares, registered in England and Wales. Its
registration number is 14494975 and its registered office address is 10 Queen Street Place, London,
EC4R 1AG.
The Company was incorporated on 21 November 2022. The principal activity of the Company is asset
investment and investment portfolio management.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements of AG Grid Holdings Ltd are being prepared for the first time since incorporation and as a 'group reconstruction' follow the merger accounting principles of Section 19 of FRS102. The consolidated financial statements include the results of the company and its subsidiary list in note 14.
The principles on which the accounts are prepared are as follows:
- Present the combined business as it they had always been combined (in 2023 and 2022); and
- Recognise transferred assets and liabilities at their previous carrying amounts with no recognition of goodwill, since there is no purchaser and no 'acquisition' has occured from the perspective of the group.

Page 17

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 18

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in 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 Group in independently administered funds.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 19

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.10

Tangible fixed assets

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.

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:

Plant and machinery	-	2 years straight line
Office equipment	-	3 years straight line
Computer equipment	-	3 years straight line

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.

2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.14

Creditors

Short-term creditors are measured at the transaction price.

Page 20

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.16

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with UK-adopted international accounting standards requires the use of certain accounting estimates and judgements, including judgement regarding the application of the accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events, which are believed to be reasonable under the circumstances. The areas involving significant estimates or judgements are estimated useful lives of property, plant and equipment; estimation of incremental borrowing rate in respect of the leases; estimation of current tax payable and expenses; and recognition of deferred tax for carried forward tax losses.

Page 21

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

	Class 1	18,076,495	15,380,419

Analysis of turnover by country of destination:

					2023	2022
					£	£

United Kingdom	3,427,044	2,802,950
Rest of the world	14,649,451	12,577,469
	18,076,495	15,380,419

5.	Other operating income
		2023	2022
		£	£

	Other operating income	(6,021)	-

Exchange differences	155,794	(184,397)
Other operating lease rentals	235,098	235,098
	79,304	419,495

Page 22

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

45,000

34,000

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2023	2022
		£	£


Wages and salaries	5,754,513	4,422,714
Social security costs	482,189	177,183
Cost of defined contribution scheme	27,004	20,509
	6,263,706	4,620,406

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2023	2022	2023	2022
	No.	No.	No.	No.

Employees	25	21	1	1

9.	Directors' remuneration

	The highest paid director received remuneration of £3,000,000 (2022 - £3,000,000).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).
	The value of the Group's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).
	The total accrued pension provision of the highest paid director at 31 December 2023 amounted to £NIL (2022 - £NIL).
	The amount of the accrued lump sum in respect of the highest paid director at 31 December 2023 amounted to £NIL (2022 - £NIL).

Page 23

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

10.	Income from investments
		2023	2022
		£	£

	Income from fixed asset investments	(87,920)	(80,753)

	Income from current asset investments	(21,162)	-

11.	Interest receivable
		2023	2022
		£	£

Other interest receivable

2,176

12.	Interest payable and similar expenses
		2023	2022
		£	£

Other loan interest payable

53,229

11,678

Corporation tax
Current tax on profits for the year	1,657,474	1,341,109
Adjustments in respect of previous periods	220,926	-

Total current tax	1,878,400	1,341,109

	Deferred tax
	Origination and reversal of timing differences	119,019	(3,864)


	Tax on profit	1,997,419	1,337,245

Page 24

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

13.Taxation (continued)

Profit on ordinary activities before tax

6,542,512

6,508,223

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)	1,536,788	1,236,562
Effects of:
Fixed asset differences	-	(1,531)
Expenses not deductible for tax purposes	20,026	93,330
Non-taxable income	(152,881)	(7,233)
Adjustments to brought forward values	-	5,206
Exempt ABGH distributions	1,876	(3,259)
Chargable gains/(losses)	82,888	(73,932)
Foreign tax credits	-	3,235
Remeasurement of deferred tax for changes in tax rate	7,170	(28,019)
Movement in deferred tax not recognised	36,663	112,886
Adjustments to tax charge in respect of previous periods	220,926	-
Additional tax due as a result of adjustment	113,667	-
Other differences leading to an increase (decrease) in the tax charge	130,296	-
Total tax charge for the year	1,997,419	1,337,245

Factors that may affect future tax charges

There were no factors that may affect tax charges.

Page 25

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

14.	Tangible fixed assets
	Group

	Plant and machinery	Office equipment	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2023	5,286	24,943	114,556	144,785
Additions	-	7,653	45,765	53,418
At 31 December 2023	5,286	32,596	160,321	198,203
Depreciation
At 1 January 2023	4,364	21,638	78,855	104,857
Charge for the year on owned assets	802	3,649	27,055	31,506
At 31 December 2023	5,166	25,287	105,910	136,363
Net book value
At 31 December 2023	120	7,309	54,411	61,840
At 31 December 2022	923	3,305	35,701	39,929

15.	Fixed asset investments
	Group

	Listed investments	Unlisted investments	Total
	£	£	£
Cost or valuation
At 1 January 2023	6,639,830	175,994	6,815,824
Additions	4,178,834	9,770,067	13,948,901
Disposals	(2,322,237)	-	(2,322,237)
Revaluations	447,278	-	447,278
At 31 December 2023	8,943,705	9,946,061	18,889,766

Page 26

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

	Company

	Investments in subsidiary companies	Listed investments	Unlisted investments	Total
	£	£	£	£
Cost or valuation
Additions	1	8,597,451	9,946,061	18,543,513
Revaluations	-	345,988	-	345,988
At 31 December 2023	1	8,943,439	9,946,061	18,889,501

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

AG Grid Ltd

10 Queen Street Place, London, United Kingdom, EC4R 1AG

Ordinary

100%

	The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves	Profit/(Loss)

AG Grid Ltd

10,099,693

6,160,388

16.

Debtors

Group	Group	Company	Company
2023	2022	2023	2022
£	£	£	£


Trade debtors	1,883,717	1,662,260	-	-
Other debtors	135,106	129,118	-	-
Called up share capital not paid	-	2	-	2
Prepayments and accrued income	94,603	169,661	-	-
	2,113,426	1,961,041	-	2

Page 27

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2023	2022	2023	2022
		£	£	£	£

	Cash at bank and in hand	2,061,752	10,963,472	183,867	503,500

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2023	2022	2023	2022
		£	£	£	£

Trade creditors	273,894	410,074	-	-
Amounts owed to group undertakings	-	-	18,617,043	503,500
Corporation tax	1,843,522	302,896	-	-
Other taxation and social security	1,704,699	1,591,746	-	-
Other creditors	1,010,188	6,642,885	43	-
Accruals and deferred income	9,097,140	6,512,527	8,000	-
	13,929,443	15,460,128	18,625,086	503,500

19.	Creditors: Amounts falling due after more than one year
		Group	Group
		2023	2022
		£	£

	Accruals and deferred income	584,913	371,822

The Company held no creditors due after more than one year.

Page 28

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

20.	Deferred taxation
	Group

		2023
		£

	At beginning of year	(9,010)
	Charged to profit or loss	(119,019)
	At end of year	(128,029)

Company

		2023
		£

	Charged to profit or loss	(125,795)
	At end of year	(125,795)

Group	Group	Company
2023	2022	2023
£	£	£

Accelerated capital allowances	(16,566)	(9,983)	-
Tax losses carried forward	15,637	973	1,371
Long term timing differences	(127,100)	-	(127,166)
	(128,029)	(9,010)	(125,795)

21.	Share capital
		2023	2022
		£	£

Allotted, called up and fully paid

190 (2022 - nil190) A Ordinary shares of £0.01 each	2	2
10 (2022 - nil10) B Ordinary shares of £0.01 each	-	-

	2	2

Page 29

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

21.Share capital (continued)

Upon incorporation 95 Ordinary A shares were issued with a nominal value of £0.01 each and 5
Ordinary B shares were issued with a nominal value of £0.01. On 22 May 2023, a share for share exchange was entered into between AG Grid Ltd and AG Grid Holdings Ltd. A total of 95 Ordinary A shares and 5 Ordinary B shares were issued by AG Grid Holdings Ltd to the shareholders of AG Grid Ltd in return for their shareholdings in AG Grid Ltd, with a nominal value of £0.01 per share.The transaction facilitates a strategic merger.

22.

Reserves

Profit and loss account

Includes accumulated profits from the Group.

23.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £27,004 (2022 - £20,509) . Contributions totalling £6,387 (2022 - £3,890) were payable to the fund at the reporting date and are included in creditors.

24.	Commitments under operating leases
	At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2023	2022
		£	£

Not later than 1 year	208,175	208,175
Later than 1 year and not later than 5 years	173,478	381,653
	381,653	589,828

25.	Related party transactions
	As permitted by FRS102 paragraphs 1.12e and 33.1a, the Company has taken advantage of the exemption from disclosing the transactions entered into between two or more members of a group as subsidiary undertaking is wholly-owned.

Page 30

AG GRID HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

26.	Controlling party

On 19 January 2023, 100% of shares issued in AG Grid Ltd were transferred to AG Grid Holdings Ltd
under a share for share exchange.
In July 2024, the ultimate beneficial owner of AG Grid Ltd Mr N Crosby whom held 95% of the shares
issued in AG Holdings Ltd, tragically passed away. His estate is currently subject to probate which will
result in a new ultimate beneficial owner.

Page 31