REGISTERED NUMBER: 15752348 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 31 MAY 2024 TO 31 DECEMBER 2024

FOR

VERAX AI UK LTD

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTOR:

L O Feinberg

REGISTERED OFFICE:

4th Floor St. James House

St. James Square

Cheltenham

GL50 3PR

REGISTERED NUMBER:

15752348 (England and Wales)

ACCOUNTANTS:

Crowe U.K. LLP

4th Floor

St James House

St James Square

Cheltenham

Gloucestershire

GL50 3PR

CURRENT ASSETS

Cash at bank

43,265

CREDITORS

Amounts falling due within one year

4

37,303

NET CURRENT ASSETS

5,962

TOTAL ASSETS LESS CURRENT LIABILITIES

5,962

CAPITAL AND RESERVES

Called up share capital

5

100

Retained earnings

5,862

SHAREHOLDERS' FUNDS

5,962

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 director and authorised for issue on 24 September 2025 and were signed by:

L O Feinberg - Director

1.	STATUTORY INFORMATION

Verax AI 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 presentation currency of the financial statements is the Pound Sterling (£).

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.

Turnover

Turnover is measured at 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 parent company Verax AI, Inc. to deliver sales and marketing services under an intercompany agreement. The company is remunerated by its parent for these services.

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.

Taxation

Taxation for the period 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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 statement of financial position 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 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.

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, Sensor Tower, Inc, which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Debtors

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

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.

Creditors

Short term creditors are measured at the transaction price.

Interest income

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 1 .

4.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade creditors

535

Amounts owed to group undertakings

23,525

Taxation and social security

2,084

Other creditors

11,159

37,303

5.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

100

Ordinary

1

100

100 Ordinary shares of 1 each were allotted and fully paid for cash at par during the period.

6.	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 £2,342.

Contributions totalling £390 were payable to the fund at the reporting date and are included in creditors.

7.	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.

There were no other related party transactions during the period.

8.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Verax AI, 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 Verax AI, Inc, with its head office address at 13355 Noel Rd Ste 1100, Dallas, Texas, 75240, United States.