REGISTERED NUMBER: 09232100 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

DATAMINR UK LTD

Page

Company information

1

Strategic report

2

Report of the directors

3

Report of the independent auditors

4

Income statement

7

Other comprehensive income

8

Balance sheet

9

Statement of changes in equity

10

Cash flow statement

11

Notes to the cash flow statement

12

Notes to the financial statements

13

Directors:

P B Bailey

G Hacker

Registered office:

5 New Street Square

London

England

EC4A 3TW

Registered number:

09232100 (England and Wales)

Auditors:

Mark Arber Limited

Statutory Auditors

71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

The Company is a wholly owned subsidiary of Dataminr Inc, a company incorporated in the United States of America. Its principle activity is to provide sales assistance to its parent company under the terms of an intercompany service agreement signed on the 1st January 2015. The agreement with the parent company provides for the Dataminr UK Limited to receive fees from the parent company based on its costs plus 5% (2023 : 4.5%)

Review of business

The results as set out on pages 7 to 9 of the financial statements show a profit on ordinary activities before tax of £ 1,128,473 (2023: £861,718 ). The shareholders' funds of the Company total £5,006,546 (2023: £4,031,447).

The directors of the Company monitor the progress of the Company by reference to the Key Performance Indicator on turnover, namely that turnover should be maintained are 105% of costs (2023 : 104.5%), in line with the agreement.

Principal risks and uncertainties

Most of the company's turnover is derived from sales to its parent company under the agreement. The company's principle risk is therefore that the parent company terminates its agreement with Dataminr UK Limited. When approving the financial statement, the directors consider the risk that the potential withdrawal from the agreement would have on the business and assess the likelihood of such an action. The directors are confident that the intercompany service agreement will remain in effect for a period exceeding twelve months from the date of approval of these financial statements.

On behalf of the board:

P B Bailey - Director

16 September 2025

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

Principal activity

The principal activity of the Company in the year under review was that of providing marketing and sales support to group companies.

Dividends

No dividends will be distributed for the year ended 31 December 2024 (2023: Nil).

Directors

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

P B Bailey

G Hacker

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.

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Mark Arber Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

P B Bailey - Director

16 September 2025

Opinion

We have audited the financial statements of Dataminr UK Ltd (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.

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 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.

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 three, 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.

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:

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 and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including 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 assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with management from various parts of the business to understand where it considered there was a susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage the results. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.

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 Report of the auditors.

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.

Mark Arber (Senior Statutory Auditor)

for and on behalf of Mark Arber Limited

Statutory Auditors

71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

17 September 2025

TURNOVER

15,727,936

22,105,533

Administrative expenses

(14,612,638

)

(21,259,385

)

OPERATING PROFIT

4

1,115,298

846,148

Interest receivable and similar income

13,175

23,472

1,128,473

869,620

Interest payable and similar expenses

5

-

(7,902

)

PROFIT BEFORE TAXATION

1,128,473

861,718

Tax on profit

6

(274,362

)

(183,180

)

PROFIT FOR THE FINANCIAL YEAR

854,111

678,538

PROFIT FOR THE YEAR

854,111

678,538

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

854,111

678,538

FIXED ASSETS

Tangible assets

7

72,232

141,596

CURRENT ASSETS

Debtors

8

5,864,241

3,623,841

Cash at bank

1,266,130

3,086,388

7,130,371

6,710,229

CREDITORS

Amounts falling due within one year

9

(2,298,635

)

(2,808,142

)

NET CURRENT ASSETS

4,831,736

3,902,087

TOTAL ASSETS LESS CURRENT LIABILITIES

4,903,968

4,043,683

PROVISIONS FOR LIABILITIES

11

(7,136

)

(12,236

)

NET ASSETS

4,896,832

4,031,447

CAPITAL AND RESERVES

Called up share capital

12

100

100

Other reserves

13

1,118,818

1,107,544

Retained earnings

13

3,777,914

2,923,803

SHAREHOLDERS' FUNDS

4,896,832

4,031,447

The financial statements were approved by the Board of Directors and authorised for issue on 16 September 2025 and were signed on its behalf by:

P B Bailey - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

100

2,245,265

1,036,653

3,282,018

Changes in equity

Total comprehensive income

-

678,538

-

678,538

Share based compensation

-

-

70,891

70,891

Balance at 31 December 2023

100

2,923,803

1,107,544

4,031,447

Changes in equity

Total comprehensive income

-

854,111

-

854,111

Share based compensation

-

-

11,274

11,274

Balance at 31 December 2024

100

3,777,914

1,118,818

4,896,832

Cash flows from operating activities

Cash generated from operations

1

(1,504,332

)

(3,974,708

)

Interest paid

-

(7,902

)

Tax paid

(245,310

)

(346,244

)

Prior year tax adjustment

(29,052

)

-

Net cash from operating activities

(1,778,694

)

(4,328,854

)

Cash flows from investing activities

Purchase of tangible fixed assets

(54,739

)

(18,535

)

Sale of tangible fixed assets

-

13,194

Interest received

13,175

23,472

Net cash from investing activities

(41,564

)

18,131

Decrease in cash and cash equivalents

(1,820,258

)

(4,310,723

)

Cash and cash equivalents at beginning of year

2

3,086,388

7,397,111

Cash and cash equivalents at end of year

2

1,266,130

3,086,388

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit for the financial year

854,111

678,538

Depreciation charges

124,103

159,538

Share based compensation

11,274

70,891

Finance costs

-

7,902

Finance income

(13,175

)

(23,472

)

Taxation

274,362

183,180

1,250,675

1,076,577

Increase in trade and other debtors

(2,240,400

)

(761,893

)

Decrease in trade and other creditors

(514,607

)

(4,289,392

)

Cash generated from operations

(1,504,332

)

(3,974,708

)

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

1,266,130

3,086,388

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

3,086,388

7,397,111

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank

3,086,388

(1,820,258

)

1,266,130

3,086,388

(1,820,258

)

1,266,130

Total

3,086,388

(1,820,258

)

1,266,130

1.	STATUTORY INFORMATION

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

The Company functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

These financial statements have been drawn up on the going concern basis. The company is dependent upon the support of its parent company, and only customer, in order to meet its working capital requirements. The parent company has provided assurances that this support will continue for a period that exceeds twelve months from the date of approval of these financial statements.

Related party exemption

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.

Turnover

Turnover represents amounts charged to the Company's parent under a sales and marketing agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment loss.

Improvement to property

-

over the life of the lease

Computer equipment

-

33% on cost

Furniture & Fixtures

-

20% on cost

Office Equipment

-

20% on cost and 33% on cost

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

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 initially recognised at transaction price.

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.

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.

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.

Share based compensation

Under the terms of their employment contract the employees of the company are entitled to participate in the group share based compensation scheme. The fair market value at the time of granting awards to employees is recognised when granted or over the vesting period if applicable. The cost is credited to share based compensation reserve.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 94 (2023 - 230).

There were no directors' remuneration during the year 2024 and 2023.

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Other operating leases

357,584

1,203,510

Depreciation - owned assets

124,103

159,538

Auditors' remuneration

9,550

8,950

Foreign exchange differences

(388,323

)

11,103

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Interest

-

7,902

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

279,357

296,555

Adjustment to prior year tax

105

(113,182

)

Total current tax

279,462

183,373

Deferred tax

(5,100

)

(193

)

Tax on profit

274,362

183,180

7.	TANGIBLE FIXED ASSETS

Fixtures

Improvements

and

Computer

to property

fittings

equipment

Totals

£

£

£

£

Cost

At 1 January 2024

332,250

143,614

579,875

1,055,739

Additions

-

-

54,739

54,739

Disposals

(332,250

)

(133,769

)

(414,306

)

(880,325

)

At 31 December 2024

-

9,845

220,308

230,153

Depreciation

At 1 January 2024

332,250

129,725

452,168

914,143

Charge for year

-

13,889

110,214

124,103

Eliminated on disposal

(332,250

)

(133,769

)

(414,306

)

(880,325

)

At 31 December 2024

-

9,845

148,076

157,921

Net book value

At 31 December 2024

-

-

72,232

72,232

At 31 December 2023

-

13,889

127,707

141,596

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

369,102

139,500

Amounts owed by group undertakings

5,259,441

3,255,099

Other debtors

46,012

77,509

VAT

48,264

-

Prepayments

141,422

151,733

5,864,241

3,623,841

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

13,473

3,990

Amounts owed to group undertakings

205,462

215,582

Tax

126,352

94,976

Social security and other taxes

446,763

535,123

VAT

-

31,002

Deferred income

254,939

456,369

Accrued expenses

1,251,646

1,471,100

2,298,635

2,808,142

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

360,000

391,200

Between one and five years

60,000

205,200

420,000

596,400

11.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

7,136

12,236

Deferred tax

£

Balance at 1 January 2024

12,236

Provided during year

(5,100

)

Balance at 31 December 2024

7,136

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

£1

100

100

The Ordinary Shares rank pari passu and carry full rights to vote, receive dividends, and participate in capital distributions, including in the event of a winding up. These shares do not confer any rights of redemption.

13.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 January 2024

2,923,803

1,107,544

4,031,347

Profit for the year

854,111

-

854,111

Share based compensation

-

11,274

11,274

At 31 December 2024

3,777,914

1,118,818

4,896,732

The profit and loss account includes all current retained profits and losses, less any dividend paid. Other reserves comprise the share based compensation reserve.

14.	ULTIMATE CONTROLLING PARTY

Dataminr, Inc (incorporated in the United States of America) is regarded by the directors as being the company's ultimate parent company.

15.	SHARE-BASED PAYMENT TRANSACTIONS

The company has taken exemption provided in FRS 102 Section 1.12 D not to disclose details of share-based payment arrangements concerning equity instruments of another group entity.