ACCOUNTS - Final Accounts

Creditors: Amounts falling due within one year

Company registration number: 07648618

	FINANCIAL STATEMENTS
	FOR THE YEAR ENDED 31 DECEMBER 2024

	EZOIC UK LIMITED


EZOIC UK LIMITED

COMPANY INFORMATION

Directors	J Cole
	D W Lafleur


Registered number	07648618


Registered office	Portland House
	New Bridge Street West
	Newcastle-Upon-Tyne
	Tyne And Wear
	NE1 8AP


Independent auditor	Menzies LLP
	Chartered Accountants & Statutory Auditor
	Ashcombe House
	5 The Crescent
	Leatherhead
	Surrey
	KT22 8DY


EZOIC UK LIMITED

CONTENTS

	Page
Statement of financial position	1 - 2
Notes to the financial statements	3 - 12


EZOIC UK LIMITED REGISTERED NUMBER:07648618

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	5		146,213		224,529
Investments	6		-		21,306
			146,213		245,835
Current assets
Debtors: amounts falling due within one year	7	1,575,465		846,981
Cash at bank and in hand		283,430		750,085
		1,858,895		1,597,066
Creditors: amounts falling due within one year	8	(386,991)		(662,742)
Net current assets			1,471,904		934,324
Total assets less current liabilities			1,618,117		1,180,159
Provisions for liabilities
Deferred tax		-		(12,237)
Other provisions	9	(57,116)		(57,116)
			(57,116)		(69,353)
Net assets			1,561,001		1,110,806

Capital and reserves
Called up share capital		100,001	100,001
Other reserves	10	299,134	167,551
Profit and loss account	10	1,161,866	843,254
		1,561,001	1,110,806

Page 1


EZOIC UK LIMITED REGISTERED NUMBER:07648618

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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

J Cole

Director

Date: 24 September 2025

The notes on pages 3 to 12 form part of these financial statements.

Page 2


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Ezoic UK Limited is a private company limited by share capital, incorporated in England and Wales. The Company registered office is disclosed on the company information page and the principal trading address is the same as the registered office address.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Consolidation

The Company and subsidiary undertakings comprise a small group. The Company has therefore taken advantage of the exemption provided by Section 399(2A) of the Companies Act 2006 not to prepare group accounts.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP and the accounts are rounded to the nearest £.

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 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'.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax and represents commission from the parent Company. Commissions are invoiced on the basis of a mark up on the costs of maintaining the UK company and are recognised in the period in which the costs are incurred.

Page 3


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Interest income

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

2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

2.7

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Page 4


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

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 operates and generates 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; and

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

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.

2.9

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:

Domain names and website software

7 years straight line

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.

Page 5


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Tangible fixed assets (continued)

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:

Long-term leasehold property	-	Over the life of the lease
Fixtures and fittings	-	20% straight line
Computer equipment	-	33.3% 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 Company 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 Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.12

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.

Employees

The average monthly number of employees, including directors, during the year was 39 (2023 - 68).

Page 6


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Intangible assets

	Domain names	Computer software	Total
	£	£	£
Cost
At 1 January 2024	45,988	950,631	996,619
At 31 December 2024	45,988	950,631	996,619
Amortisation
At 1 January 2024	45,988	950,631	996,619
At 31 December 2024	45,988	950,631	996,619
Net book value
At 31 December 2024	-	-	-
At 31 December 2023	-	-	-

Page 7


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Tangible fixed assets

	Long-term leasehold property	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost
At 1 January 2024	140,047	55,838	196,315	392,200
Additions	-	2,185	-	2,185
Disposals	(6,200)	(9,430)	(32,592)	(48,222)
At 31 December 2024	133,847	48,593	163,723	346,163
Depreciation
At 1 January 2024	42,787	24,101	100,783	167,671
Charge for the year on owned assets	11,154	12,333	34,571	58,058
Disposals	(6,200)	(3,368)	(16,211)	(25,779)
At 31 December 2024	47,741	33,066	119,143	199,950
Net book value
At 31 December 2024	86,106	15,527	44,580	146,213
At 31 December 2023	97,260	31,737	95,532	224,529

Page 8


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2024	21,306
	At 31 December 2024	21,306
	Impairment
	Charge for the period	21,306
	At 31 December 2024	21,306
	Net book value
	At 31 December 2024	-
	At 31 December 2023	21,306

Debtors


					2024	2023
					£	£


Trade debtors	42,858	-
Amounts owed by group undertakings	1,415,165	659,328
Other debtors	59,931	128,988
Prepayments and accrued income	1,627	58,665
Deferred taxation	55,884	-
	1,575,465	846,981

Page 9


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Trade creditors	24,781	91,181
Amounts owed to group undertakings	-	379,166
Corporation tax	143,684	77,512
Other taxation and social security	1,692	-
Other creditors	13,280	12,614
Accruals and deferred income	203,554	102,269
	386,991	662,742

9.	Provisions

		Dilapidations
		£

	At 1 January 2024	57,116
	At 31 December 2024	57,116

10.

Reserves

Other reserves

This reserve reflects movements on the share options granted by the parent company.

Profit and loss account

The profit and loss account consists of the accumulated profit or losses since incorporation.

Page 10


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Share-based payments
	The parent company, Ezoic Inc granted options to employees of the Company during the year.
		Weighted average exercise price ($) 2024	Number 2024	Weighted average exercise price ($) 2023	Number 2023

Outstanding at the beginning of the year	2.93	205,191	2.26	216,425
Granted during the year	2.76	112,047	2.94	18,190
Forfeited during the year	4.01	(50,076)	3	(5,100)
Exercised during the year	2.5	(48,100)	3.1	(24,324)
Outstanding at the end of the year	2.58	219,062	2.93	205,191

The share options are valued using the Black Scholes model and included in the financial statements is a charge of £246,076 (2023 - £53,392) in relation to these options.

Not later than 1 year	244,977	313,190
Later than 1 year and not later than 5 years	712,360	712,360
Later than 5 years	994,336	1,172,366
	1,951,673	2,197,916

13.	Related party transactions
	The Company has taken advantage of the exemption available within FRS 102 Section 33.1A, from disclosing transactions entered into with entities which are a wholly owned part of the group.

14.	Controlling party

Ezoic Inc is the parent company of Ezoic UK Limited and is the smallest and largest group for which consolidated accounts are drawn up, of which Ezoic UK Limited is a member. Ezoic Inc is based at 6023 Innovation Way, Ste 200, Carlsbad, California, USA.
The ultimate controlling party is Sageview Ezoic Partners L.P., a limited partnership based in the USA. There is no individual controlling party.

Page 11


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 24 September 2025 by Caroline Milton FCA (Senior statutory auditor) on behalf of Menzies LLP.

Page 12