Sharechat_UK_Private_Limi

Sharechat UK Private Limited

Report of the Director

for the Year Ended 31 March 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company is providing business support services for software development.

DIRECTOR

Ankush Sachdeva held office during the whole of the period from 1 April 2024 to the date of this report.

THIRD PARTY IDEMNITY PROVISIONS

Qualifying third party indemnity provisions (as defined by section 234 of the companies Act 2006) were in force during the course of the year ended 31 March 2025 for the benefit of the Director in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties, powers or office.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with

applicable law and regulations.

Company law requires the director to prepare financial statements for each fmancial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, PG Auditors Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

Page 2

Sharechat UK Private Limited

Report of the Director

for the Year Ended 31 March 2025

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Digitally signed

Ankush bY Ankmh

Sachdeva

Sachdeva Date: 2025.09.18

123&19+0530'

Ankush Sachdeva - Director

Date: 18 September 2025

Page 3

Report of the Independent Auditors to the Members of Sharechat UK Private Limited

Opinion

We have audited the fmancial statements of Sharechat UK Private Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 March 2025 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the fmancial statements, we have concluded that the directors' use of the going concern basis of accounting in

the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the fmancial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the

Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the fmancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Page 4

Report of the Independent Auditors to the Members of

Sharechat UK Private Limited

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we

have not identified material misstatements in the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of director's remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit; or

the director was not entitled to prepare the fmancial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with those charged with governance of the company.

Our approach was as follows: -

We obtained a general understanding of the legal and regulatory frameworks that are applicable to the company and determined that there are no significant laws and regulations except for company's legislation and the financial reporting framework (UK GAAP). We obtained a general understanding of how the company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance matters of the Company.

The Company's principal activity was that of providing business support services for software development. As such the Senior Statutory Auditor considered the experience and expertise of the engagement team to ensure that the team had the appropriate competence and capabilities, which included the use of specialists where appropriate.

Page 5

Report of the Independent Auditors to the Members of

Sharechat UK Private Limited

- Enquiries with the management concerning any actual or potential litigation or claims; inspection of relevant legal correspondence if any; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

A flu ther description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.ukfauditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr. Partha Ghosh (Senior Statutory Auditor)

for and on behalf of PG Auditors Limited

Chartered Certified Accountants & Statutory Auditors

77 Holyhead Road,

Birmingham, West Midlands

England

B21OLG

Date: 18 September 2025

Page 6

Sharechat UK Private Limited

Income Statement

for the Year Ended 31 March 2025

Notes

31.3.25

31.3.24

4,351,166

1,777,138

TURNOVER

7,326,618

4,982,460

Administrative expenses

(3,205,322)

(2,975,452)

OPERATING LOSS

1,017,571

2,762

Interest receivable and similar income

(2,187,751)

(2,972,690)

LOSS BEFORE TAXATION

248,429

62,263

Tax on loss

(2,436,180)

(3,034,953)

LOSS FOR THE FINANCIAL YEAR

The notes form part of these financial statements

Page 7

Sharechat UK Private Limited

Other Comprehensive Income

for the Year Ended 31 March 2025

31.3.25

31.3.24

Notes

(2,436,180)

(3,034,953)

LOSS FOR THE YEAR

OTHER COMPREHENSIVE INCOME

(2,436,180)

(3,034,953)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

The notes form part of these financial statements

Page 8

Sharechat UK Private Limited (Registered number: 14010869)

31.3.25

31.3.24

Balance Sheet

31 March 2025

Notes

FIXED ASSETS

Tangible assets

7,479

18,774

CURRENT ASSETS

Debtors

1,385,220

1,304,444

Cash at bank

86,092

301,816

1,471,312

1,606,260

CREDITORS

Amounts falling due within one year

770,916

826,661

700,396

779,599

NET CURRENT ASSETS

TOTAL ASSETS LESS CURRENT

707,875

798,373

LIABILITIES

CAPITAL AND RESERVES

Called up share capital

500,000

Other reserves

6,182,161

3,836,479

Retained earnings

(5,974,286)

(3,538,106)

707,875

798,373

SHAREHOLDERS' FUNDS

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

The financial statements were approved by the director and authorised for issue on 18 September 2025 and were signed by:

Digitally signed

Ankush

by Ankush

Sachdeva

Sachdeva Date:2025.09.18

123650+0530'

Ankush Sachdeva - Director

The notes form part of these financial statements

Page 9

Sharechat UK Private Limited

Statement of Changes in Equity

for the Year Ended 31 March 2025

Called up

Retained

Other

Total

earnings

reserves

equity

capital

Balance at 1 April 2023

500,000

(503,153)

614,736

611,583

Changes in equity

Total comprehensive income

(3,034,953)

Share Based Payments (Refer Note 14)

3,221,743

(3,538,106)

3,836,479

798,373

Balance at 31 March 2024

500,000

Changes in equity

Total comprehensive income

(2,436,180)

Share Based Payments (Refer Note 14)

2,345,682

6,182,161

707,875

(5,974,286)

Balance at 31 March 2025

500,000

The notes form part of these financial statements

Page 10

Sharechat UK Private Limited

Notes to the Financial Statements

for the Year Ended 31 March 2025

STATUTORY INFORMATION

Sharechat UK Private 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.

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 1 A "Small

Entities" and the Companies Act 2006.

The financial statements have been prepared in GBP, which is the functional currency of the company.

Going Concern

The Company has made a net loss after tax of GBP 2,436,180 during the year ended 31 March 2025 (2024: Loss GBP 3,034,953). The Company operates on a cost-plus mark-up model and the losses incurred as on account of share-based payment cost that are not marked up as share based payment costs are not exercised. The Directors have assessed the level of financial support available from the Ultimate Parent taking into account the Ultimate Parent's financial plan and cash flow forecast up to a period of twelve months from the date of approval of these financial statements and are satisfied that sufficient support is available to the Company.

The Directors confirm that, after due consideration they have a reasonable expectation that the Company have adequate resources to continue in business to at least twelve months from the date of signing these financial statements. Accordingly, the financial statements for the year ended 31 March 2025 have been prepared on the going concern basis.

Cash flow exemption

The company, being a small company, is exempt from the requirement to draw up a cash flow statement in

accordance with Financial Reporting Standard 102.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The policies adopted for the recognition of turnover are as follows: -

Rendering of services: - The Company earns revenue by rendering business support services related to development of software and applications. The Company recognises turnover when its customer obtains control of promised services in an amount that reflects the consideration that the company expects to receive in exchange for those services. The Company recognizes turnover from the provision of services to customers based on an expense plus markup model.

R&D Tax credits

R&D tax credits is recognized as a taxable government grant under when qualifying R&D expenditure is incurred, and receipt is reasonably assured. The gross credit is measured reliably and recognized as "Other Income" in the profit or loss. The associated corporation tax is included in the tax expense.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. The Estimated useful life of the Assets is as under:

Computer- 3 years

continued...

Page 11

Sharechat UK Private Limited

Notes to the Financial Statements - continued for the Year Ended 31 March 2025

ACCOUNTING POLICIES - continued

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 current liabilities.

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the

extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign exchange

Transactions in currencies other than pounds starting 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.

Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease's asset are consumed.

Employee benefits

When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service. The company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable. The Company measures the expected cost of holiday pay as the amounts that it expects to pay as a result of the unused holiday entitlement that has accumulated at the reporting date.

Share-based payment

The cost and corresponding increase in equity in respect of equity-settled share-based payment transactions with employees are measured by reference to the fair value of equity instruments issued at the date of grant. Amounts are expensed on a straight-line basis over the vesting period based on the estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions. The cost and fair value of the liability incurred in respect of cash-settled transactions is measured using an appropriate option pricing model with changes in fair value recognised in profit or loss for the period. Further detail is provided in note- 14.

continued...

Page 12

Sharechat UK Private Limited

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

31.3.25

31.3.24

TURNOVER

Sale of Service

1,777,138

4,351,166

Turnover analysed by Geographical Market

31.3.25

31.3.24

India

1,777,138

4,351,166

EMPLOYEES AND DIRECTORS

The average number of employees during the year was 11 (2024:17).

Their aggregate remuneration comprised:

31.3.25

31.3.24

Wages, salaries and bonus

2,057,765

3,025,509

Pension

55,256

71,040

288,242

396,495

Social security costs

Staff benefits

6,470

4,139

2,407,733

3,497,183

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted GBP 18,042 (2024: GBP 36,666) outstanding at year end.

There is no remuneration paid to directors during the current year.

OPERATING LOSS

The operating loss is stated after charging:

31.3.25

31.3.24

349,231

Consultancy Fees

Audit fee

6,400

5,500

Foreign exchange loss

924

5,895

Loss on sale of fixed assets

2,283

667

Depreciation

8,596

11,005

3,221,743

2,345,682

Share based payment cost

INTEREST RECEIVABLE AND SIMILAR INCOME

31.3.25

31.3.24

Interest Income

1,672

2,762

R&D tax credits

1,015,899

2,762

1,017,571

Page 13

continued...

Sharechat UK Private Limited

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

TAXATION

Analysis of the tax charge

The actual charge for the year can be reconciled to the expected charge based on the profit or loss and the standard

Rate of tax as follows: -

31.3.25

31.3.24

(Loss) before taxation

(2,187,751)

(2,972,690)

Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)

(546,938)

(743,173)

7,333

Tax effect of other expenses that are not deductible in determining taxable profit

Tax effect of Share based payment expense that are not deductible in determining taxable profit

586,421

805,436

Deferred tax asset not recognised

201,613

248,429

62,263

Taxation charge for the year

The Company has a tax loss for the year. However, since the Company takes cash settlement for the R&D credits from HMRC, the income is offered for tax. Accordingly, tax charged for the year of £ 248,429 pertains to tax on R&D credits (PY- NIL).

TANGIBLE FIXED ASSETS

Computer equipment

COST

At 1 April 2024

29,593

Disposals

(4,632)

24,961

At 31 March 2025

DEPRECIATION

At 1 April 2024

10,819

Charge for year

8,629

Eliminated on disposal

(1,966)

17,482

At 31 March 2025

NET BOOK VALUE

7,479 ,

At 31 March 2025

18,774

At 31 March 2024

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

Amounts owed by group undertakings

1,115,151

442,236

Other debtors

2,235

14,376

VAT recoverable

9,752

86,638

R&D credits receivable

258,082

Unbilled revenue

761,194

1,385,220

1 304 444

Page 14

continued...

Sharechat UK Private Limited

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

Trade creditors

50,337

81,522

Corporate tax payable

62,263

Social security and other taxes

153,624

299,781

Other creditors

134,417

125,046

Salary and wages payable

258,049

Unearned Revenue

432,538

770,916

826,661

11.

CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number: Class:

Nominal

31.3.25

31.3.24

value:

500,000

Equity share

£1

12.

RESERVES

Retained

Other

Totals

earnings

reserves

(3,538,106)

3,836,479

298,373

At 1 April 2024

Deficit for the year

(2,436,180)

Share based payment cost

2,345,682

(5,974,286)

6,182,161

207,875

At 31 March 2025

13.

CONTROLLING PARTY

The immediate parent undertaking is Mohalla Internet Private Limited, a company incorporated in India.

The Company's ultimate holding company is Mohalla Tech Private Limited, a company incorporated in India. The parent undertaking of largest group for which consolidated accounts are prepared is Mohalla Tech Private Limited. Consolidated accounts are available from the registrar of Companies North Tower, Vaishnavi Tech Park Survey No.16/1 and Survey No.17/2, Ambalipura Village, Varthur Hobli, Bangalore East Taluka, Bengaluru, Bangalore, Bangalore, Karnataka, India, 560103.

In the opinion of the directors, Mohalla Tech Private Limited is the company's ultimate parent Company and Ultimate controlling party.

Page 15

continued...

Sharechat UK Private Limited

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

14.

SHARE-BASED PAYMENT

During the year the company had share-based payment arrangements as follows:

2022Phantom stocks

ESOP 2020 Restricted Stock

Unit Award Plan

Type of arrangement

2023 (RSU)

Date of grant

Various dates

Number granted during the year

43,126

Maximum term

4 years

Settlement type

Cash settled

Equity settled

Page 16

continued...

Sharechat UK Private Limited

Notes to the Financial Statements - continued for the Year Ended 31 March 2025

Vesting conditions

If the Consultant achieves the targets/ milestones specifically set out pertaining to any Vesting Qualification Period

The vesting of an Award would also be subject to the terms and conditions as may be stipulated by the Board from time to time including but not limited to satisfactory performance of the Participants in the Company / its

The Vesting of an Option would also be subject to the terms and conditions as may be stipulated by the Board from time to time including but not limited to satisfactory performance of the Eligible Employees, their continued employment with the Company/its subsidiaries, as applicable. The Vesting Period shall commence any time after the expiry of 1 (one year from Grant Date of the Options to the Eligible Employee and shall end over a maximum period of 4 (Four years from the Grant Date of the Options. The Options could vest in tranches. The number of Options and terms of the same made available to Eligible Employees (including the Vesting Period could vary at the discretion of the Board. Fraction in number of Shares if any would be rounded off to

during

such

Vesting

Qualification Period, then such corresponding number of Phantom Stocks against such Vesting Qualification Period, shall vest to the Consultant on the relevant Vesting Date mentioned against such Vesting Qualification Period In the event the Consultant fails to achieve any relevant targets/ milestones pertaining to and

Subsidiaries,

their

continued

employment with the Company/its Subsidiaries, as applicable. The time based-vesting period for Award shall not be less than for the period as mandatorily required under Applicable Law. The Award could vest in tranches. The number of RSUs and terms of the same to be granted to the Participant (including the Time-Based Vesting Schedule

during

any

Vesting

Qualification Period, then the relevant Phantom Stocks pertaining to such Vesting Qualification Period shall not vest and stand lapsed and the Company shall not have any obligation, and the Consultant shall not have any right, in respect of such Phantom Stocks; and In the event the Consultancy Agreement is terminated for any reason whatsoever, then the Parties agree that all unvested Phantom Stocks as of the date of such termination shall stand lapsed in entirety and the Company shall not have any obligation, and the Consultant shall not have any right, in respect of such

and

Event-Based

Vesting

Conditions could vary at the discretion of the Board.)

nearest integer number.)

unvested Phantom Stocks.

Page 17

continued...

Sharechat UK Private Limited

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

The number and weighted average exercise prices of 2022 Phantom stocks during the year are as follows:

31.3.2025

31.3.2024

Weighted

average exercise

price (£)

Number

4,749

26,072

18,964

Outstanding at beginning of year

Granted during the year

Cancelled during the year

(1,453)

(21,323)

18,964

Exercised during the year

Expired during the year

3,296

4,749

Outstanding at end of year

3,296

3,926

Total Exercisable at end of year

The number and weighted average exercise prices of ESOP 2020 during the year are as follows:

31.3.2025

31.3.2024

Weighted

average exercise

price (£)

Number

(£)

1,402

Outstanding at beginning of year Granted during the year Cancelled during the year Exercised during the year Expired during the year

(1,402)

Outstanding at end of year

Total Exercisable at end of year

The number and weighted average exercise prices of Restricted Stock Unit Award Plan 2023 (RSU) during the year are as follows:

31.3.2025

31.3.2024

Weighted

average exercise

price (£)

Number

(£)

Outstanding at beginning of year

33,935

Granted during the year

43,126

34,669

Cancelled during the period

(32,842)

(734)

Exercised during the year

Expired during the year

44,219

33,935

Outstanding at end of year

16,851

7,874

Total Exercisable at end of year

Page 18

continued...

Sharechat UK Private Limited

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

The fair value of each share option granted was measured using the Black-Scholes-Merton option pricing model at all the grant dates.

Since the parent has granted rights to its equity instruments to the employees of its subsidiary (the Company), the Company does not have an obligation to provide its parent's equity instruments to its employees. Therefore, the Company has measured the services received from its employees in accordance with the requirements applicable to equity-settled share-based payment transactions, and recognised a corresponding increase in equity as a contribution from the parent.

The total expense and deemed contribution (other reserves) recognised during the year in respect of share-based payments totalled £2,345,682 (2024 - £ 3,221,743). Also refer note 5.

15.

EVENTS AFTER REPORTING PERIOD

Subsequent events have been evaluated till the date on which is the financial statements were issued. There are no subsequent events which have impact on the financial statements.

16.

PREVIOUS YEAR FIGURES

The previous year figures have been regrouped/reclassified where necessary to facilitate comparison with current year.