REGISTERED NUMBER: 13055729 (England and Wales)

FINANCIAL STATEMENTS

FOR THE PERIOD 1 DECEMBER 2023 TO 31 DECEMBER 2024

FOR

KEYFACTOR UK HOLDINGS LIMITED

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Director:

Mr S Meyerhoff

Secretary:

Vistra Cosec Limited

Registered office:

Suite 1,

7th Floor 50 Broadway,

London

SW1H 0BL

Registered number:

13055729 (England and Wales)

Auditors:

Zome Audit Limited (Statutory Auditor)

5th Floor

111 Charterhouse Street

London

EC1M 6AW

FIXED ASSETS

Tangible assets

4

-

7,798

CURRENT ASSETS

Debtors

5

882,051

516,503

Cash at bank and in hand

176,858

161,618

1,058,909

678,121

CREDITORS

Amounts falling due within one year

6

(529,529

)

(342,190

)

NET CURRENT ASSETS

529,380

335,931

TOTAL ASSETS LESS CURRENT LIABILITIES

529,380

343,729

CREDITORS

Amounts falling due after more than one year

7

(44,282

)

(37,519

)

NET ASSETS

485,098

306,210

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

485,097

306,209

SHAREHOLDERS' FUNDS

485,098

306,210

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 29 September 2025 and were signed by:

Mr S Meyerhoff - Director

1.	STATUTORY INFORMATION

Keyfactor UK Holdings 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.

The Company's functional and presentational currency is pound 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared for the period 1 December 2023 to 31 December 2024. The financial accounting period has been extended to align with the Keyfactor Inc group. As a result the comparative amounts presented are not entirely comparable.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. All of the turnover arises from the cost plus agreement with the parent company Keyfactor Inc.

Tangible fixed assets

Tangible assets are stated at cost (or deemed cost) less accumulated depreciation and accumulated impairment losses. Cost includes the orginal purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs and borrowing costs capitalised.

Depreciation is provided at the following annual rates on a straight-line basis in order to write off each asset over its estimated useful life.

Computer Equipment- 33% on cost

The assets residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

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.

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 payments

The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments granted at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined using an appropriate pricing model.

At the balance sheet date before vesting, the cumulative expense was calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or other conditions and of the number of equity instruments that will ultimately vest. The cumulative expense to date are recognised in the statement of profit and loss, with a corresponding entry in intercompany loans.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 18 (2023 - 15 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

Cost

At 1 December 2023

and 31 December 2024

47,196

Depreciation

At 1 December 2023

39,398

Charge for period

7,798

At 31 December 2024

47,196

Net book value

At 31 December 2024

-

At 30 November 2023

7,798

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

30/11/23

£

£

Amounts owed by group undertakings

797,547

482,130

Other debtors

84,504

34,373

882,051

516,503

Amounts owed by group undertakings are interest free, unsecured and repayable on demand.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

30/11/23

£

£

Trade creditors

29,134

4,326

Taxation and social security

107,467

195,334

Other creditors

392,928

142,530

529,529

342,190

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31/12/24

30/11/23

£

£

Other creditors

44,282

37,519

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

The Report of the auditors was unqualified.

Roy Davis (Senior Statutory Auditor)

for and on behalf of Zome Audit Limited (Statutory Auditor)

9.	RELATED PARTY DISCLOSURES

Debtors includes £676,985 (2023 - £7,500) due from Keyfactor Inc, the parent company. This amount is unsecured, interest free and repayable on demand.

Debtors includes £120,562 (2023- £474,630) due from Primekey Solutions AB and Primekey Labs GmbH which are both companies within the Keyfactor Inc group.

Intercompany balances are unsecured, interest free and repayable on demand.

10.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Keyfactor, Inc. The ultimate parent company is KF Parent, Inc. Both the immediate and ultimate parent companies are registered and incorporated in the United States of America: 6150 Oak Tree Blvd Suite 200, Independence, OH 44131.

11.	SHARE-BASED PAYMENT TRANSACTIONS

The company participates in a share option scheme for its 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. Fair value is measured using the Black Scholes pricing model which is considered by management to be the most appropriate method of valuation.