The notes on pages 2 to 11 form part of these financial statements.

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 income statement within the financial statements.true

Intermedia Technologies Company Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, Manfield House, 1 Southampton Street, London, WC2R 0LR. The trading address is Bristol & Bath Science Park, Emersons Green, Bristol BS16 7FR.

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

In adopting the going concern basis for preparing the financial statements the directors have considered the business activities as well as the company's principal risks and uncertainties within the company's cash flow forecasts and projections. This consideration includes the potential ongoing effects of global inflation and potential recession on the business.true

Revenue is recognised at the fair value of the consideration received or receivable for providing cloud service applications, and is shown net of VAT and other sales related taxes.

The cloud services are sold based on Master Service Agreements to end customers directly and also through various partner channels such as resellers, agents and distributors.

Revenue is generally considered to be earned and recognised when all of the following criteria are met:

- Persuasive evidence of an arrangement exists

- Delivery has occurred or services have been rendered

- Seller's price to the buyer is fixed or determinable

- Collectability is reasonably assured

Revenue also relates to management charges billed to the parent entity located in the US, recognised on a cost-plus basis.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values 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.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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 statement of financial position 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.

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. 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 trade and other payables and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

The company participates in the share-based compensation plan operated by the ultimate parent companies, Ivy Parent Holdings LLC and Intermedia Cloud Communications, Inc., throughout the Group.

The company recognises a liability for the fair value of the awards as the corresponding employment service is rendered by the employee. Until the liability is settled, the entity shall remeasure the fair value of the liability at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.

The details of instruments granted and determination of the fair value are disclosed in note 7 of the financial statements.

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:

The company participates in the share-based compensation plans operated by the ultimate parent company and the penultimate parent company. Some employees of Intermedia Technologies Company Limited participated in the scheme. The purpose of the scheme is to align employee interests with company interests. The pricing of these grants are denominated in United States Dollar (USD or $).

Details of the number of units granted, valuation and vesting conditions are detailed below.

2021 Long-Term Incentive Plan under penultimate parent company, Intermedia Cloud Communications Inc.

In June 2021, for the benefit of the Company’s employees, the stockholders of the Company’s penultimate parent company, Intermedia Cloud Communications Inc. (“ICC”), approved the adoption of ICC’s 2021 Long-Term Incentive Plan (the “2021 ICC Plan”).

For stock options granted under the 2021 plan, the shares are subject to the stock option are subject to a time-based vesting component. The time-based vesting component generally vests over a period of four years from the vesting commencement date, with 25% vesting on the one-year anniversary of the option grant’s vesting commencement date and the remainder vesting pro-rata over the remaining period. The fair value of the stock options as measured at the grant date shall be recognised over the requisite service period. 71,997 options were granted under this scheme in 2024 (2023: 55,331) . An expense of £111,206 (2023: £131,490) has been recognised in respect of these awards.

For Non-Qualified Stock Options (NSOs) granted under the 2021 plan, these are subject to a time-based vesting requirement and a performance-based vesting requirement. The time-based vesting requirement vests over a period of four years from the vesting commencement date. The performance-based requirement is only fulfilled at the earliest of i) a change in control, ii) the company's first underwritten public offering ("IPO"), and iii) a transaction involving the sale of the company. RSUs granted under the plan expire no later than 7 years from the date of grant. The fair value of the RSUs as measured at the grant date shall be recognised over the requisite vesting period. The directors consider that determining whether the performance-based requirements will be fulfilled is not possible until it occurs due to high degree of uncertainty. No expense has been recognised in respect of these options for the year ended December 31, 2023 and 2024.

On July 18, 2024, the board of directors approved a modification to the strike price of outstanding options for option grants from 2021, 2022, and 2023. The modification reduced the strike price to $6.51 per share to reflect the most recent fair value as indicated by the Company’s 409A valuation. Consequently, the company has recognised an additional cost for the incremental increase in the fair value of the options of £19,578. The vesting conditions for performance-based option did not change, nor are they currently expected to be achieved, thereby no incremental and original costs are recognized on performance-based options during the reporting period.

Valuation methodology

For determining the fair value as at grant date, the equity instruments were fair valued by an independent external valuation as at April 30, 2021, using the Black Scholes based 'option pricing method' framework.

For units issued in the year 2022, valuation was done based on the independent external valuation as of June 30, 2022, using the Black Scholes method.

For units issued in the year 2023, valuation was done based on the independent external valuation as of December 31, 2023, using the Black Scholes method.

For units issued in the year 2024, valuation was done based on the independent external valuation as of December 31, 2024, using the Black Scholes method.

Details of units granted

As at 31 December 2024, the following is a summary of the options and units outstanding with the employees:-

• 194,360 stock options outstanding (2023: 134,362) consisting of both time based and performance based units, with weighted average exercise price of $6.51 for all options following the modification. As at 31 December 2024, 65,051 (2023: 35,219) options have vested and no options were cancelled during the year.

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:

The following amounts were outstanding at the reporting end date:

Other information

The company has taken advantage of the exemption provided under FRS 102 Section 1A whereby it has not disclosed transactions with the immediate parent company or any wholly owned subsidiary undertaking of the group.

The immediate parent company is Intermedia (UK) Holdings Limited, a company registered at 6th Floor, Manfield House, 1 Southampton Street, London, WC2R OLR.

Ivy Parent Holdings, LLC is the ultimate parent, having its registered office at 1050 Enterprise Way, Ste. 200, Sunnyvale, CA 94089.

No one person has overall control.