Gravitiq_UK_Holding_Ltd

Gravitiq UK Holding Ltd

Directors' report

For the Year ended 31 December 2024

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

Principal activities

The principal activity of the company is that of providing head office and associated services to its fellow group.

Directors

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

Dr A I Gunasekara Mr S K Srivastava

Auditor

TC Group have indicated their willingness to continue in office , a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

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 prepared the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 ‘The financial reporting standard applicable in the UK and Republic of Ireland', 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 Year. In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

State whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;

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 safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also 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.

Page 1

Gravitiq UK Holding Ltd

Directors' report (continued)

Statement of disclosure to auditor

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 auditor is unaware. Additionally, the directors individually has 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 auditor is aware of that information.

Research and development activities

The Company is continually developing “Newton” – an application of cutting-edge data capture, data analysis, machine learning and process automation to revolutionise e-commerce.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board

Dr A I Gunasekara

Mr S K Srivastava

Director

Date:

13-Aug-2025

Page 2

Gravitiq UK Holding Ltd

Independent auditor's report (continued)

To the members of Gravitiq UK Holding Ltd

Opinion

We have audited the financial statements of Gravitiq UK Holding Ltd (the 'company') for the Year ended 31 December 2024 which comprise the income statement, the statement of financial position, statement of changes in equity 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.

Page 3

Gravitiq UK Holding Ltd

Independent auditor's report (continued)

To the members of Gravitiq UK Holding Ltd

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 directors' report for the financial Year for which the financial statements are prepared is consistent with the financial statements; and

the directors' report has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in 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; or

the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

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.

Page 4

Gravitiq UK Holding Ltd

Independent auditor's report (continued)

To the members of Gravitiq UK Holding Ltd

Auditor's 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 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.

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:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company in the context of the sector and countries in which it operates and determined that the most significant frameworks which are directly relevant so specific assertions in the financial statements are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK.

We understood how the company is complying with those frameworks by making enquiries of

management and those responsible for legal and compliance procedures. We corroborated our enquiries through review of board minutes, legal correspondence, and discussions with those charged with governance.

We assess the susceptibility of the company financial statements to material misstatement, including how fraud might occur, by discussion with management from various parts of the business to understand where they considered there was a susceptibility to fraud. We considered the procedures and controls that the company has established to prevent and detect fraud, and how these are monitored by management, and also any enhanced risk factors such as performance targets.

Based on our understanding, we designed our audit procedures to identify any non-compliance with laws and regulation identified in the paragraphs above.

We also performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

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.

Page 5

Gravitiq UK Holding Ltd

Independent auditor's report (continued)

To the members of Gravitiq UK Holding Ltd

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.

Richard Gillespie, FCCA Senior Statutory Auditor

For and on behalf of TC Group

Date: 13 August 2025

Chartered Accountants

Statutory Auditors

Suite 4,

New Kings Court,

Tollgate,

Eastleigh,

SO53 3LG

Page 6

Gravitiq UK Holding Ltd

Income statement

For the Year ended 31 December 2024

Year

ended

31 December

2024

2023

Turnover

2,244,783

1,937,105

Administrative expenses

(2,244,783)

(1,937,105)

Profit before taxation

Tax on profit

Profit for the financial Year

The income statement has been prepared on the basis that all operations are continuing operations.

Page 7

Gravitiq UK Holding Ltd

Statement of financial position

As at 31 December 2024

31 December 2024

31 December 2023

Notes

Fixed assets

Intangible assets

1,040

1,253

Tangible assets

6,490

7,788

7,530

9,041

Current assets

Debtors

1,512,120

1,289,420

Cash at bank and in hand

25,266

27,436

1,537,386

1,316,856

Creditors: amounts falling due within one year

(1,544,448)

(1,325,429)

Net current (liabilities)/assets

(7,062)

(8,573)

Net assets

468

Capital and reserves

Called up share capital

Profit and loss reserves

467

Total equity

468

These financial statements have been prepared in accordance with the provisions applicable to

companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on

13-Aug-2025

and are signed on its behalf by:

Dr A I Gunasekara

Dr S K Srivastava

Director

Company Registration No. 13533930

Page 8

Statement of Changes in Equity

As at 31 December 2024

Gravitiq UK Holding Ltd

Profit and

Total

capital

Loss reserves

Notes

Balance as at 1 January 2023

467

468

Loss and total comprehensive income

Balance at 31 December 2023

467

468

Loss and total comprehensive income

Balance at 31 December 2024

467

468

Page 9

Gravitiq UK Holding Ltd

Notes to Financial Statements

As at 31 December 2024

Accounting policies

Company information

Gravitiq UK Holding Ltd is a private company limited by shares incorporated in England and Wales.

The registered office is 1st Floor, 184 Shepherds Bush Road, London, England, W67NL.

1.1

Reporting Year

The figures presented for the current year are for the year to 31 December 2024.

1.2

Accounting convention

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 as applicable to companies subject to the small

companies regime. The disclosure requirements of section 1A of FRS 102 have been applied

other than where additional disclosure is required to show a true and fair view.

The 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.

1.3

Going concern

At the time of approving the financial statements, the company's parent Gravitiq Holdings

Inc, has indicated its continued financial support to the company and accordingly 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.

1.4

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and

services provided in the normal course of business, and is shown net of VAT and other sales

related taxes. The fair value of consideration takes into account trade discounts, settlement

discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the

consideration is the present value of the future receipts. The difference between the fair

value of the consideration and the nominal amount received is recognised as interest

income.

Page 10

Gravitiq UK Holding Ltd

Notes to Financial Statements

As at 31 December 2024

Accounting policies (continued)

1.5

Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are

subsequently measured at cost less accumulated amortisation and accumulated impairment

losses.

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:

Trademark

8 year straight line

1.6

Tangible fixed assets

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:

Fixtures and fittings

3 year straight line

Computers

3 year straight line

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.

1.7

Impairment of fixed assets

At each reporting Year end date, the company reviews the carrying amounts of its tangible

and intangible assets to determine whether there is any indication that those assets have

suffered an impairment loss. If any such indication exists, the recoverable amount of the asset

is estimated in order to determine the extent of the impairment loss (if any). Where it is not

possible to estimate the recoverable amount of an individual asset, the company estimates

recoverable amount of the cash- generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing

value in use, the estimated future cash flows are discounted to their present value using a pre-

tax discount rate that reflects current market assessments of the time value of money and

the risks specific to the asset for which the estimates of future cash flows have not been

adjusted.

Page 11

Gravitiq UK Holding Ltd

Notes to Financial Statements

As at 31 December 2024

Accounting policies (continued)

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than

its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its

recoverable amount. An impairment loss is recognised immediately in profit or loss, unless

the relevant asset is carried at a revalued amount, in which case the impairment loss is

treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment

loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying

amount of the asset (or cash-generating unit) is increased to the revised estimate of its

recoverable amount, but so that the increased carrying amount does not exceed the

carrying amount that would have been determined had no impairment loss been recognised

for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is

recognised immediately in profit or loss, unless the relevant asset is carried at a revalued

amount, in which case the reversal of the impairment loss is treated as a revaluation

increase.

1.8

Cash and cash equivalents

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.

1.9

Financial instruments

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 statement of financial position 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.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price

including transaction costs 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. Financial assets classified as receivable within one year are not

Page 12

Gravitiq UK Holding Ltd

Notes to Financial Statements

As at 31 December 2024

Accounting policies (continued)

amortised. Such assets are subsequently carried at amortised cost using the effective

interest method.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the

contractual arrangements entered into. An equity instrument is any contract that evidences

a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies

and preference shares that are classified as debt, are initially recognised at transaction price

unless the arrangement constitutes a financing transaction, where the debt instrument is

measured at the present value of the future payments discounted at a market rate of interest.

Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate

method.

Trade creditors are obligations to pay for goods or services that have been acquired in the

ordinary course of business from suppliers. Amounts payable are classified as current liabilities

if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade creditors are recognised initially at transaction price and subsequently measured at

amortised cost using the effective interest method.

1.10

Equity instruments

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.

1.11

Employee benefits

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 Year 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.

Page 13

Gravitiq UK Holding Ltd

Notes to Financial Statements

As at 31 December 2024

Accounting policies (continued)

1.12

Retirement benefits

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

fall due.

1.13

Leases

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.

1.14

Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange

prevailing at the dates of the transactions. At each reporting end date, monetary assets and

liabilities that are denominated in foreign currencies are retranslated at the rates prevailing

on the reporting end date. Gains and losses arising on translation in the Year are included in

profit or loss.

Employees

The average monthly number of persons (including directors) employed by the company

during the Year was:

2024

2023

Number

Total

Page 14

Gravitiq UK Holding Ltd

Notes to Financial Statements

As at 31 December 2024

Intangible fixed assets

Trademark

Cost

At 1 January 2024

1,700

Additions

At 31 December 2024

1,700

Accumulated depreciation and impairment

At 1 January 2024

447

Amortisation charged for the Year

213

At 31 December 2024

660

Carrying amount

At 31 December 2024

1,040

At 31 December 2023

1,253

Tangible fixed assets

Plant and machinery etc

Cost

At 1 January 2024

16,005

Additions

3,999

At 31 December 2024

20,004

Accumulated depreciation and impairment

At 1 January 2024

8,217

Depreciation charged in the Year

5,297

At 31 December 2024

13,514

Carrying amount

At 31 December 2024

6,490

At 31 December 2023

7,788

Page 15

Gravitiq UK Holding Ltd

Notes to Financial Statements

As at 31 December 2024

Debtors

2024

2023

Amounts falling due within one year:

Trade debtors

Amounts owed by group undertakings

1,468,968

1,257,718

Prepayments

30,233

22,708

Other debtors

12,919

8,994

1,512,120

1,289,420

Creditors: amounts falling due within one year

2024

2023

Bank loans and overdrafts

219

717

Trade creditors

28,404

242

Amounts owed to group undertakings

1,411,633

1,233,414

Other taxation and social security

49,436

48,075

Other creditors

54,756

42,981

1,544,448

1,325,429

The group's immediate controlling parent, Gravitiq LLC, had entered into a loan agreement

that is refinanced in 2025 and secured against the assets of the group, including cash at bank

and company's equity. Security documents contain a negative pledge clause restricting the

company from granting further security without lender consent.

Upon the occurrence and continuation of the event of default, the administrative agent is

entitled to enforce its security under the terms of the loan agreement and applicable law,

which may include taking possession of assets, redirecting receivables, and appointing a

receiver. The group's obligations under the facility are subject to customary default and

enforcement provisions

Share-based payment transactions

The Group operates an Enterprise Management Incentive share option plan, which are

granted by Gravitiq Holdings Inc, the ultimate parent company registered in the US. The

employees are contracted by Gravitiq UK Holdings Ltd, to whom the options have been

granted.

During the year a number of Ordinary share options were granted and can be exercised

Page 16

Gravitiq UK Holding Ltd

Notes to Financial Statements

As at 31 December 2024

Share-based payment transactions (continued)

when the exercise conditions are met, which is then the vesting date. The share options are

fully exercisable if the employee has been employed 4 years from the date of issue.

The Ordinary shares carry rights to vote, they can be considered for dividends, and have the

right to a share in capital on the sale of the business/shares.

Particulars

2024

2023

Outstanding options at the beginning of the Year

591,411

575,307

Add : Options issued during the Year

161,515

65,949

Less : Exercised during the Year

(2,985)

(16,966)

Less : Lapsed

(5,861)

(32,879)

Outstanding options at the End of the Year

744,080

591,411

The weighted average fair value of the share options was 0.0001£ for 2024 and 2023 and the

same were valued by the directors.

Operating lease commitments

Lessee

At the reporting end date the company had outstanding commitments for future minimum

lease payments not later than one year under operating leases, as follows:

2024

2023

158,400

57,002

Financial instruments

The company has the following financial instruments

Note

2024

2023

Financial assets at fair value through profit or loss

Financial assets that are debt instruments

measured at amortised cost:

Trade debtors

Amounts owed by group undertakings

1,468,968

1,257,718

1,468,968

1,257,718

Page 17

Gravitiq UK Holding Ltd

Notes to Financial Statements

As at 31 December 2024

Financial assets that are equity instruments

measured at cost less impairment

Financial liabilities measured at fair value through

profit or loss

Financial liabilities measured at amortised cost:

Bank loans and overdrafts

219

717

Trade creditors

28,404

242

Amounts owed to group undertakings

1,411,633

1,233,414

Other taxation and social security

49,436

48,075

1,489,692

1,282,448

Related party transactions

The company has taken advantage of the exemption available in section 1AC.35 of FRS 102

from the requirement to disclose transactions with group companies on the grounds that the

company is a wholly owned subsidiary within the group.

Parent company

The Directors regard Gravitiq Holdings Inc a company incorporated in Delaware, United States of

America as the Company's ultimate parent undertaking and controlling party.

Page 19