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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

nShift Limited is a private company limited by shares incorporated in England and Wales. The registered office is c/o Craufurd Hale Group, Ground Floor, Arena Court, Crown Lane, MAIDENHEAD, SL6 8QZ.

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.

In preparing the financial statements, the directors have considered the ability of the company to continue as a going concern and are actively monitoring its financial condition, liquidity, operations and workforce to inform their decisions.

The company made a loss for the year ended 31 December 2024 of £668,340 (2023: £421,851) and at the balance sheet date had net current liabilities of £1,385,416 (2023: £745,765) and net liabilities of £1,296,078 (2023: £627,739).

The directors have reviewed the latest financial information and prepared cash flow forecasts identifying all known contractual cash commitments for a period including the twelve months from the date of approval of the financial statements and compared this to current cash holdings. The parent company has continued to financially support nShift Ltd. The directors of the parent company have confirmed that the parent company has the ability and will continue to support the company financially to ensure that the company can meet its debts as and when they fall due.

On the above basis, the directors have concluded that there are no material uncertainties that lead to significant doubt upon the company’s ability to continue as a going concern and therefore the directors believe that it remains appropriate to prepare the financial statements on the going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation.

Depreciation is recognised so as to write off the cost of assets over their useful lives on the following bases:

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.

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

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.

Cash at bank and in hand are basic financial assets and represents cash in hand.

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 balance sheet when the company becomes party to the contractual provisions of the instrument.

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

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, including creditors and loans from fellow group companies, are recognised at transaction price. Financial liabilities are classified as payable within one year and are not amortised.

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 on the basis that payment is due within one year or less. Trade creditors are recognised at transaction price.

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.

The costs of short-term employee benefits are recognised as a liability and an expense.

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

Equity-settled share-based payments in the ultimate parent company are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity however as the share option cost is recharged in full to the parent company, the amount is offset against the parent company balance on the basis that, in effect, there is no cost to the company. The resulting impact is that the net balance reflected in the share option reserve is £nil.

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 period are included in profit or loss.

The average monthly number of persons (including directors) employed by the company during the year was:

Certain employees of the company have been granted employee share options in the parent company, Conan Holdco AS. The share options are designated as B1 and B2 share options which in the event of a future sale of the parent company, will either be converted into shares or into cash corresponding to the value of the shares. The conversion will most likely be made into shares. The B1 and B2 shares are valued at NOK 4.71 and NOK 1.74 for those options granted in 2021 and NOK 3.77 and NOK 1.27 for those options granted in 2022 (and in 2023) respectively. Redemption of the shares takes place in connection with a majority share change in ownership or if the parent company is introduced on a stock exchange.

B1 options vesting period: 25% vest on the first anniversary from grant date or the first day thereafter when the option can be carried out according to the general shareholders resolution and Norwegian Law. Following the initial vesting, the options shall vest in equal proportions on the last day of each calendar month after the initial vesting. 100% of options shall vest three years after the initial vesting date.

With respect to the B1 share options, a total cost of £826,974 (2023: £614,088) has been recognised in the profit and loss account up to 31 December 2024.

B2 options are forfeited if the employee leaves employment of the company. With respect to the B2 share options, a total cost of £146,602 (2023: £134,680) has been recognised in the profit and loss account up to 31 December 2024.

At the balance sheet date the estimated share options not yet provided for in the financial statements and to be recognised over the remaining vesting period in future accounting periods were as follows

- B1 options £170,243 (2023: £240,109)

- B2 options £118,870 (2023: £169,867)

In addition, B1 and B2 phantom bonus shares have been granted to certain employees during 2022 where upon exit, the employees will receive the same cash value as the same class shareholders less a notional cost of USD $1.0902 per share for both B1 and B2 share options. At the balance sheet date the estimated share options not yet provided for in the financial statements and to be recognised over the remaining vesting period in future accounting periods was £19,156.

Employee share options have been disclosed in note 4.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

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 loss 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.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases in relation to the lease of a property, which fall due as follows:

The company has taken advantage of the exemption available to not disclose transactions and balances between wholly owned fellow group companies.

In the prior period a director entered into a loan agreement with the company for 4,679,588 NOK (£329,335). The loan owed to the company is accruing interest at a rate of 2% and the loan balance includes accruing interest of 104,250 NOK (£7,338).

A director has been granted B1 and B2 share options in the ultimate parent company Conan Holdco AS. At the balance sheet date no options had vested. The total included in the profit and loss for the year was £109,084 (2023: £111,308).

The immediate parent company is nShift Group AS, a company incorporated in Norway.

The parent of the group for which consolidated financial statements are drawn up is nShift Group AS. The registered office for nShift Group AS, is Radhusgt 5, 0151 Oslo.

The directors consider the ultimate parent company to be Conan Holdco AS, a company incorporated in Norway.