Company No: 14402359 (England and Wales)

Contents

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

DIRECTORS	C Clarke
	G Engelbrecht
	J Leary

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

COMPANY NUMBER

14402359 (England and Wales)

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

	Note	31.12.24		31.12.23
		£		£
Fixed assets
Tangible assets	4	3,475		739
Investments	5	27,441,609		0
		27,445,084		739
Current assets
Debtors	6	110,642		30,048
Cash at bank and in hand		717,345		993,950
		827,987		1,023,998
Creditors: amounts falling due within one year	7	( 2,152,208)		( 141,152)
Net current (liabilities)/assets		(1,324,221)		882,846
Total assets less current liabilities		26,120,863		883,585
Creditors: amounts falling due after more than one year	8	( 4,431,074)		( 932,360)
Net assets/(liabilities)		21,689,789		( 48,775)
Capital and reserves
Called-up share capital	9	1		1
Capital contribution reserve		22,110,554		0
Profit and loss account		( 420,766 )		( 48,776 )
Total shareholder's funds/(deficit)		21,689,789		( 48,775)

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 Statement of Comprehensive Income has not been delivered.

The financial statements of CliftonLarsonAllen UK Limited (registered number: 14402359) 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 period, unless otherwise stated.

General information and basis of accounting

CliftonLarsonAllen UK 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 from the date of approval of the financial statements.

Group accounts exemption

Group accounts exemption s399
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.

Foreign currency

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

All other foreign exchange gains and losses are presented in profit or loss within administrative expenses.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

**Rendering of services**
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
- the amount of turnover can be measured reliably;
- it is probable that the Company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.

Share-based payment

Cash-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 cash-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.

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so 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.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Computer equipment

5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Fixed asset investments

Investments in subsidiaries are measured at cost less impairment.

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 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

	Year ended 31.12.24		Period from 06.10.22 to 31.12.23
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	0		0

4. Tangible assets

	Computer equipment		Total
	£		£
Cost
At 01 January 2024	924		924
Additions	2,921		2,921
At 31 December 2024	3,845		3,845
Accumulated depreciation
At 01 January 2024	185		185
Charge for the financial year	185		185
At 31 December 2024	370		370
Net book value
At 31 December 2024	3,475		3,475
At 31 December 2023	739		739

5. Fixed asset investments

Investments in subsidiaries

	31.12.24
	£
Cost
At 01 January 2024	0
Additions	27,441,609
At 31 December 2024	27,441,609
Carrying value at 31 December 2024	27,441,609
Carrying value at 31 December 2023	0

On 1 May 2024, CliftonLarsonAllen UK Limited acquired 90.24% of the issued share capital of Engine B Limited. Additionally, options to purchase the remaining shares were acquired. The capitalised cost of the investment represents the price paid upfront, the present value of the options to purchase the remaining shares and acquisition-related costs.

6. Debtors

	31.12.24		31.12.23
	£		£
Trade debtors	26,135		6,522
Prepayments and accrued income	23,835		23,526
VAT recoverable	60,672		0
	110,642		30,048

7. Creditors: amounts falling due within one year

	31.12.24		31.12.23
	£		£
Trade creditors	8,285		11,200
Amounts owed to Group undertakings	2,684		0
Amounts owed to Parent undertakings	555,794		94,099
Accruals	28,010		32,059
Other taxation and social security	0		3,794
Other creditors	1,557,435		0
	2,152,208		141,152

Balances due to Parent and Group undertakings are unsecured, interest free and repayable on demand.

The other creditors balance (comprised of £1,557,435 falling due within one year and £3,498,714 falling due after more than one year) relates to a contractual obligation entered into on 1 May 2025 as part of the acquisition of Engine B to purchase shares under a cash-settled put option arrangement. The liability represents the fair value of the expected settlement amount as at 31 December 2024, payable upon exercise of the option in accordance with the terms of the agreement. The option is subject to vesting conditions linked to the achievement of specified performance obligations within the subsidiary. During the year, no expense was recognised in the entity’s profit or loss, as the cost was accrued in Engine B Limited.

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

	31.12.24		31.12.23
	£		£
Amounts owed to Parent undertakings	932,360		932,360
Other creditors	3,498,714		0
	4,431,074		932,360

Amounts owed to Parent undertakings are unsecured, interest is accrued at 4.27% per annum and is due for repayment on 31 December 2027. Interest for the year to 31 December 2024 was waived.

9. Called-up share capital

	31.12.24		31.12.23
	£		£
Allotted, called-up and fully-paid
1 Ordinary share of £ 1.00	1		1

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.

11. 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.

12. Ultimate controlling party

The Company's immediate parent company is CliftonLarsonAllen LLP, by virtue of its ownership of 100% of the issued share capital in the Company. Consolidated accounts are available from 220 S 6th St, Ste 300, Minneapolis, MN, 55402, USA.