Company No: 12177289 (England and Wales)

Contents

• Company Information
• Statement of Financial Position
• Notes to the Financial Statements

DIRECTORS	C Clarke (Appointed 01 May 2024)
	J Leary (Appointed 01 May 2024)
	J Watson (Appointed 01 May 2024)

REGISTERED OFFICE	The Scalpel
	18th Floor
	52 Lime Street
	EC3M 7AF
	London
	United Kingdom

COMPANY NUMBER

12177289 (England and Wales)

AUDITOR	Buzzacott Audit LLP
	Statutory Auditor
	130 Wood Street
	London
	EC2V 6DL

	Note	31.12.24		31.12.23
		£		£
Current assets
Debtors	5	498,733		1,396,005
Cash at bank and in hand		829,693		505,488
		1,328,426		1,901,493
Creditors: amounts falling due within one year	6	( 367,680)		( 1,288,945)
Net current assets		960,746		612,548
Total assets less current liabilities		960,746		612,548
Creditors: amounts falling due after more than one year	7	( 246,000)		( 34,513)
Net assets		714,746		578,035
Capital and reserves
Called-up share capital	8	161		148
Share premium account		3,193,965		3,133,194
Capital contribution reserve		2,671,942		0
Other reserves		0		761,563
Profit and loss account		( 5,151,322 )		( 3,316,870 )
Total shareholders' funds		714,746		578,035

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Engine B Limited (registered number: 12177289) were approved and authorised for issue by the Board of Directors on 29 September 2025. They were signed on its behalf by:

C Clarke Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Engine B Limited ('the Company') is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is The Scalpel, 18th Floor, 52 Lime Street, EC3M 7AF, London, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102, ('FRS 102'), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The functional currency of the Company is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

These financial statements are separate financial statements.

Going concern

The Company has obtained a letter of support from CliftonLarsonAllen LLP, the ultimate parent company, confirming its continued commitment to support the Company and to meet any working capital needs over the next 12 months and to not cancel the current service agreement with the Company from the date of approval of the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise on monetary items.

Turnover

Turnover is the fair value of the consideration received or receivable (excluding discounts and sales taxes) for services provided during the year. Licence revenue is recognised over the period to which the licence relates, and other services are recognised at the point in time that the delivery obligations are met.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution pension plan. 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 the 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.

Share-based payment

The Company issues cash-settled share based payments to certain employees within the Company. Cash-settled share based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the cash-settled share based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured by use of the Black Scholes Model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

A liability equal to the portion of the goods or services received is recognised at and remeasured to the current fair value determined at each Statement of Financial Position date for cash-settled share based payments, with any changes in fair value recognised in the Profit and Loss Account.

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of the Black Scholes Model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Finance costs

Finance costs are charged to the profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on enacted or substantively enacted tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Borrowing costs

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

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 creditors: amounts falling due within one year.

Trade and other creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Statement of Financial Position when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors 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.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans 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.

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.

Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

2. Critical accounting judgements and key sources of estimation uncertainty

The preparation of these financial statements conforms with United Kingdom Generally Accepted Accounting Practice and requires management to make estimates and judgements that affect the reported amounts of assets and liabilities at the year end data and the reported amounts of revenues and expenses during the reporting period. The areas where the most judgement is required are highlighted below:

*Share-based payments*

Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored in to the fair value of the options granted.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, would be charged to the profit and loss over the remaining vesting period if it were considered material.

3. Employees

	31.12.24		31.12.23
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	11		16

4. Share-based payments

Equity-settled share-based payment schemes

Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting period is ten years. The options are exercisable in the event of a sale or listing of the Company. All options were surrendered upon acquisition during the year.

Details of the share options outstanding during the financial year are as follows:

	31.12.24			31.12.23
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	155,995	0.4274		207,995	0.4274
Exercised during the period	( 142,995)	0.4274		0	0
Surrendered during the period	(13,000)	0.4274		(52,000)	0.4274
Outstanding at the end of the period	0	0		155,995	0.4274
Exercisable at the end of the period	0	0		0	0

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The Company recognised total expenses of £51,002 and £10,462 related to equity-settled share-based payment transactions in 2024 and 2023 respectively.

5. Debtors

	31.12.24		31.12.23
	£		£
Trade debtors	0		1,207,008
Prepayments and accrued income	373,574		9,670
Deferred tax asset	30,340		30,340
VAT recoverable	43,866		5,789
Corporation tax	20,641		143,098
Other debtors	30,312		100
	498,733		1,396,005

6. Creditors: amounts falling due within one year

	31.12.24		31.12.23
	£		£
Bank loans	0		5,685
Trade creditors	38,779		19,464
Accruals and deferred income	291,869		1,227,329
Other taxation and social security	34,781		34,263
Other creditors	2,251		2,204
	367,680		1,288,945

7. Creditors: amounts falling due after more than one year

	31.12.24		31.12.23
	£		£
Bank loans	0		34,513
Accruals	246,000		0
	246,000		34,513

8. Called-up share capital

	31.12.24		31.12.23
	£		£
Allotted, called-up and fully-paid
16,134,862 Ordinary shares of £ 0.00001 each (31.12.23: 14,829,627 shares of £ 0.00001 each)	161		148

During the year, 1,305,235 Ordinary shares of £0.00001 each were issued for a total consideration of £61,121.

9. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	31.12.24		31.12.23
	£		£
within one year	92,664		0

10. Related party transactions

The Company has taken advantage of the exemption available under Section 33 of FRS 102 and has not disclosed details of transactions or balances with other wholly-owned group companies.

The Company's parent company provided contingent awards to certain employees of the Company dependent on their performance over a vesting period. The Company has recognised an expense of £4,006,458 relating to these awards that has been shown as a capital contribution from the parent.

11. Reserves

Share premium account

Share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Other equity reserves

Other equity reserves comprise the issue of warrants and share-based payment charges.

Profit and loss account

Profit and loss account includes all current and prior period retained profits and losses.

Capital Contribution Reserve

The capital contribution reserve represents a distributable reserve arising from voluntary contributions from the Company's parent.

12. Audit Opinion

The auditor's report on the accounts for the financial year ended 31 December 2024 was unqualified.

The audit report was signed by John Marnham on behalf of Buzzacott Audit LLP.

13. Ultimate controlling party

The Company's immediate parent company is CliftonLarsonAllen UK Limited a company registered in the UK. The ultimate parent undertaking is CliftonLarsonAllen LLP, a company registered in the USA. Consolidated accounts are available from 220 S 6th St, Ste 300, Minneapolis, MN, 55402, USA.