REGISTERED NUMBER: 12318715 (England and Wales)

Financial Statements for the Year Ended 31 January 2025

for

CLARI U.K. LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

V Rangan

E J Wedge

REGISTERED OFFICE:

Fourth Floor St James House

St James' Square

Cheltenham

GL50 3PR

REGISTERED NUMBER:

12318715 (England and Wales)

AUDITORS:

Byrd Link Audit & Accountancy Services Limited

Statutory Auditor

Honeybourne Place

Jessop Avenue

Cheltenham

Gloucestershire

GL50 3SH

CURRENT ASSETS

Debtors

5

1,667,840

1,906,807

Cash at bank

743,571

103,918

2,411,411

2,010,725

CREDITORS

Amounts falling due within one year

6

1,068,822

886,121

NET CURRENT ASSETS

1,342,589

1,124,604

TOTAL ASSETS LESS CURRENT LIABILITIES

1,342,589

1,124,604

CAPITAL AND RESERVES

Called up share capital

1

1

Other reserves

570,626

428,675

Retained earnings

771,962

695,928

SHAREHOLDERS' FUNDS

1,342,589

1,124,604

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

E J Wedge - Director

1.	STATUTORY INFORMATION

Clari U.K. Limited 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.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

All amounts have been rounded to the nearest £1 pound sterling, unless otherwise indicated

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing this report.

The company relies on the continued support from its parent company Clari Inc., which has confirmed that it will continue to provide for the foreseeable future. On that basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statement.

Turnover

Turnover 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. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The company is contracted by its ultimate parent company Clari Inc. to deliver sales and marketing services under an intercompany agreement. The company is remunerated by its ultimate parent for these services.

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.

The estimated useful lives range as follows:

Office equipment - 3 years

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.

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.

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 payments

The company participates in a share option scheme for all employees. Options are exercisable on the shares of the ultimate parent company at a price equal to the estimated fair value of the ultimate parent company's shares on the date of the grant.

The vesting period is four years. If the options remain unexercised after a period of ten years from the date of the grant the options expire. Options are forfeited if the employee leaves the company before the options vest.

Interest income

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

Debtors

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

Creditors

Short term creditors are measured at the transaction price.

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.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement and accrued at the balance sheet date.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 30 (2024 - 28 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

Cost

At 1 February 2024

and 31 January 2025

4,634

Depreciation

At 1 February 2024

and 31 January 2025

4,634

Net book value

At 31 January 2025

-

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

1,623,866

1,881,946

Other debtors

43,974

24,861

1,667,840

1,906,807

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

620

356

Taxation and social security

11,275

121,664

Other creditors

1,056,927

764,101

1,068,822

886,121

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Nathan Smith ACA (Senior Statutory Auditor)

for and on behalf of Byrd Link Audit & Accountancy Services Limited

8.	PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £76,129 (2024: £69,651). Contributions totalling £18,856 (2024: £19,325) were payable to the fund at the reporting date and are included in creditors.

9.	RELATED PARTY DISCLOSURES

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

10.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Clari Inc., a company incorporated in the United States of America.

The smallest group in which the results of the company are consolidated is that headed by Clari Inc., with its registered office at 1154 Sonora Court, Sunnyvale, California, 94086, United States of America.

11.	SHARE-BASED PAYMENT TRANSACTIONS

The company participates in a share option scheme for all employees. Options are exercisable on the shares of the ultimate parent company at a price equal to the estimated fair value of the ultimate parent company's shares on the date of the grant.

The vesting period is four years. If the options remain unexercised after a period of ten years from the date of the grant options expire. Options are forfeited in the employee leaves the company before the options vest.

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