Company registration number 09453268 (England and Wales)
JACQUARD GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
JACQUARD GROUP LIMITED
COMPANY INFORMATION
Directors
D P Head
D Patel
(Appointed 18 August 2024)
Company number
09453268
Registered office
82 St John Street
London
EC1M 4JN
Auditor
Grant Thornton UK LLP
8 Finsbury Circus
London
EC2M 7EA
JACQUARD GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 24
JACQUARD GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 1 -

The directors present the strategic report for the year ended 28 February 2025.

Review of the business

The principal activity of Jacquard Group Limited is the provision of Software-as-a-Service (SaaS) powered by artificial intelligence & machine learning that generates and optimizes on-brand marketing messages in real time to maximize engagement.

Revenue for the year ended 28 February 2025 was £7,772,439 (2024: £9,014,478), an annual decrease of 14%. Gross profit was £7,087,351 (2024: £8,514,042) a decrease of 17%, though margin remained above 90%. The performance of the business was impacted by increased competition in the space from companies including JasperAI and Writer, and the continued expansion and adoption of generative AI tools such as Chat-GPT and Gemini. The wider economic environment has seen pressure on spend across the customer base and new prospects.

In December 2024 the business received additional funding from its parent entity to continue the execution of the approved business plan

Principal risks and uncertainties

The directors assess risks and uncertainties facing the business on an ongoing basis. These include exposure to liquidity risk, foreign exchange risk and the wider economic environment.

Liquidity risk is managed by ongoing and frequent forward forecasting of the company’s cash requirements, including scenario planning on revenue, operating costs and cash flow expectations. Management also explores additional financing options such as new equity, long-term debt and working capital financing to manage liquidity risk.

The company is exposed to movements in the USD (US dollar) foreign exchange rate, as a significant portion of customer transactions are conducted in USD. The company is somewhat naturally hedged as several of the large supplier and employee costs are in USD. The company does not currently exchange in any formal currency hedging transactions.

The company’s largest sector is retail and therefore the company is exposed to the wider performance of this sector, which negatively impacted the business during the financial year. The business is focused on expanding its customer and industry base to counter these challenges.

Key performance indicators

KPI | Year ended 2 8 February 202 5 | Year ended 2 9 February 202 4
Revenue | £7,772,439 | £9,014,478
Gross Profit | £7,087,351 | £8,514,042
Loss before taxation | £6,009,804 | £2,821,362
Annual Recurring Revenue | £7.1 M | £7.7 M

As noted above, the business’s performance was impacted in the current financial year by various internal and external factors, resulting in decreased Revenue and Gross Profit, along with a greater loss before taxation.

The primary non-financial KPI that management tracks is Annual Recurring Revenue (“ARR”). ARR is a non-GAAP metric and is defined as the annualised value of the company's subscription-based revenue at a point in time. As at 28 February 2025 this was £7.1M (2024: £7.7M) a 7.8% decrease on the prior year.

Future Developments

The company continues to enhance its product offerings and technology platform, and undertake technological research and development. In addition the company has streamlined its operations and will continue to execute on cost control measures to ensure the business stays relevant and competitive in the fast-moving generative AI industry.

JACQUARD GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 2 -

On behalf of the board

D P Head
Director
6 October 2025
JACQUARD GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 3 -

The directors present their annual report and financial statements for the year ended 28 February 2025.

Principal activities

The principal activity of the company is AI-powered Software-as-a-Service (SaaS) that generates and optimizes on-brand marketing messages in real time to maximise engagement.

Future developments

The company’s future developments are set out in the strategic report on page 1 in accordance with s414C(11) of the Companies Act 2006 as the directors consider this to be of strategic importance.

On 11 June 2024 the company changed its name from Phrasee Limited to Jacquard Group Limited.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid (2024: nil). The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

D P Head
D G Medlock
(Resigned 11 March 2024)
P Patterson
(Appointed 11 March 2024 and resigned 18 August 2024)
D Patel
(Appointed 18 August 2024)

As permitted by the Companies Act 2006, the Company has indemnified the directors in respect of proceedings brought by third parties and qualifying third party indemnity insurance was in place throughout the year and up to the date of approval of the financial statements.

Events after the reporting date

Post balance sheet events are set out in note 20 to the financial statements.

Research and development

Jacquard Group Limited has conducted systematic, extensive, and eligible research and development overcoming significant technological uncertainty to develop new and innovative technology solutions for the AI-powered SaaS industry.

Auditor

The auditor, Grant Thornton UK LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

JACQUARD GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 4 -
On behalf of the board
D P Head
Director
6 October 2025
JACQUARD GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 5 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law, the directors must not approve the financial statements unless they are 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 directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent; and

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

The directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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.

On behalf of the board
D P Head
Director
6 October 2025
JACQUARD GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF JACQUARD GROUP LIMITED
- 6 -
Opinion

We have audited the financial statements of Jacquard Group Limited (the 'company') for the year ended 28 February 2025, which comprise the statement of comprehensive income, the balance sheet, the 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 28 February 2025 and of its loss for the year then ended;

- the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- the financial statements 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 ‘Auditor’s 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

We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.

In auditing the financial 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 financial 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.

JACQUARD GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF JACQUARD GROUP LIMITED
- 7 -

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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.

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 there is 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.

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 strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matter on which we are required to report under the Companies Act 2006
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 strategic report or the directors' report.
Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which 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 directors’ remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 5, the directors are 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 directors determine is 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

JACQUARD GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF JACQUARD GROUP LIMITED
- 8 -
Auditor's 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 an auditor’s report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

- We obtained an understanding of the legal and regulatory frameworks applicable to the company and determined the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting framework FRS 102 and the Companies Act 2006;

- We understood how the company is complying with those legal and regulatory frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our inquires through our review of board minutes and walkthroughs performed with management;

- We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. Audit procedures performed by the engagement team included:

  - Identifying and assessing the design effectiveness of controls management have in place to prevent and detect fraud;

  - Identifying and testing journal entries, which includes among others any journal entries posted by senior financial reporting personnel and unexpected journal entries made within the revenue cycle;

  - Assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.

- These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;

- The engagement leader assessed whether the engagement team collectively had the appropriate competence and capabilities, including consideration of the engagement team’s understanding of and practical experience with audit engagements of a similar nature and complexity, knowledge of the industry in which the company operates, and understanding of the legal and regulatory requirements specific to the entity.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 an auditor’s report 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.

JACQUARD GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF JACQUARD GROUP LIMITED
- 9 -
Alejandro Gaona
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
6 October 2025
JACQUARD GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
7,772,439
9,014,478
Cost of sales
(685,088)
(500,436)
Gross profit
7,087,351
8,514,042
Administrative expenses
(13,179,182)
(11,340,110)
Other operating income
1,039
500
Operating loss
4
(6,090,792)
(2,825,568)
Interest receivable and similar income
7
81,435
4,903
Interest payable and similar expenses
8
(447)
(697)
Loss before taxation
(6,009,804)
(2,821,362)
Tax on loss
9
420,657
504,281
Loss for the financial year
(5,589,147)
(2,317,081)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

There was no other comprehensive income for 2025 (2024: nil).

The notes on pages 13 to 24 form part of these financial statements.

JACQUARD GROUP LIMITED
BALANCE SHEET
AS AT 28 FEBRUARY 2025
28 February 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
36,170
10,160
Investments
11
4
4
Total fixed assets
36,174
10,164
Current assets
Debtors
13
3,606,198
4,008,214
Cash and cash equivalents
5,656,369
5,345,880
Total current assets
9,262,567
9,354,094
Creditors: amounts falling due within one year
14
(14,153,299)
(9,404,508)
Net current liabilities
(4,890,732)
(50,414)
Total assets less current liabilities
(4,854,558)
(40,250)
Creditors: amounts falling due after more than one year
15
(73,966)
(91,624)
Net liabilities
(4,928,524)
(131,874)
Capital and reserves
Called up share capital
18
1,334,575
569,284
Share premium account
5,512,326
5,512,326
Other reserves
70,816
43,610
Profit and loss reserves
(11,846,241)
(6,257,094)
Total equity
(4,928,524)
(131,874)

The notes on pages 13 to 24 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 6 October 2025 and are signed on its behalf by:
D P Head
Director
Company registration number 09453268 (England and Wales)
JACQUARD GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 12 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 March 2023
180
5,512,326
-
(3,940,013)
1,572,493
Year ended 29 February 2024:
Loss and total comprehensive income
-
-
-
(2,317,081)
(2,317,081)
Issue of share capital
18
569,104
-
0
-
-
569,104
Equity settled share based payments
19
-
-
43,610
-
0
43,610
Balance at 29 February 2024
569,284
5,512,326
43,610
(6,257,094)
(131,874)
Year ended 28 February 2025:
Loss and total comprehensive income
-
-
-
(5,589,147)
(5,589,147)
Issue of share capital
18
765,291
-
0
-
-
765,291
Equity settled share based payments
19
-
-
27,206
-
0
27,206
Balance at 28 February 2025
1,334,575
5,512,326
70,816
(11,846,241)
(4,928,524)

The notes on pages 13 to 24 form part of these financial statements.

JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 13 -
1
Accounting policies
Company information

Jacquard Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 82 St John Street, London, EC1M 4JN.

1.1
Accounting convention

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Jacquard Group Limited is a wholly owned subsidiary of Monorail Bidco Limited and the results of Jacquard Group Limited are included in the consolidated financial statements of that company's parent Monorail Midco Limited which are available from New Wing Somerset House New Wing, Lancaster Place, London, United Kingdom, WC2R 1LA.

1.2
Going concern

After reviewing the company's forecasts and projections, which cover the 12 month period from the date of signing these financial statements, the directors have a reasonable expectation the company has adequate resources (following a significant restructuring of the business after the balance sheet date - see Note 20) to continue in operational existence for the foreseeable future. These forecasts and projections have considered a downside scenario with reduced sales and increased customer churn, in this scenario the company has sufficient funds to meet its liabilities as they fall due over the next 12 months.true

The company therefore continues to adopt the going concern basis in preparing its financial statements.

JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 14 -
1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT.

Revenue from contracts for the provision of software is recognised straight-line over the terms of the contract from the point in time at which the customer first gets access to the software to the final date of the contract.

Contracts with customers are for access to the Jacquard proprietary AI technology and vary in length from 3 months to multiple years. Revenue is recognised over the term of the contract. Where a contract is in a foreign currency, the revenue amount is translated using the exchange rate at the date of invoice. Contract liabilities represent invoices billed in advance for software services.

Contract assets represent software services provided but not yet invoiced for. Where a contract is in a foreign currency, the revenue and asset amount are translated using the year end spot rate.

1.4
Research and development

Research and development expenditure is written off against profits in the year in which it is incurred.

The company claims tax relief under the Research and Development (R&D) Tax Credit scheme in respect of qualifying research and development expenditure. Qualifying expenditure comprises a proportion of staff costs, including salaries, employer’s national insurance contributions and pension contributions, a proportion of subcontractor costs, and certain consumable items such as server costs. The credit is recognised within the current tax charge in the profit and loss account in the period in which the qualifying expenditure is incurred, when it is reasonably certain to be received. A corresponding receivable is recognised within debtors for amounts due from HMRC.

1.5
Tangible fixed assets

Tangible fixed assets 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:

Fixtures, fittings & equipment
Straight line over 3 years

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.

In the prior year, fixtures, fittings & equipment were depreciated over one year straight line.

1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
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.

JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 15 -
1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 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.

Basic financial assets

Basic financial assets, which include trade debtors, amounts owed by group undertakings, other debtors, prepayments and accrued income, and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities, including trade creditors, bank loans, amounts owed to group undertakings, other creditors and accruals and deferred income, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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 recognised initially at transaction price.

JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities

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

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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

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 profit and loss account, 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.

1.11
Employee benefits

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 fixed 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.

1.12
Retirement benefits

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

1.13
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 17 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.14
Foreign exchange

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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

There are no significant judgements or estimates requiring disclosure in the financial statements.

3
Turnover
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
2,318,709
2,524,055
United States
4,670,831
5,949,555
Rest of World
782,899
540,868
7,772,439
9,014,478
4
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging:
Foreign exchange losses
186,564
340,563
Depreciation of owned tangible fixed assets
11,035
21,650
JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 18 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
58,710
54,693
6
Employees

The average monthly number of persons employed by the company during the year was:

2025
2024
Number
Number
Administrative
6
9
Sales & Marketing
12
18
Product & Technology
42
22
Total
60
49

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
4,518,078
4,145,448
Share-based payments
27,206
43,610
Social security costs
481,153
465,762
Pension costs
48,789
46,592
5,075,226
4,701,412

Employee remuneration includes charges relating to share based payments during the year, see note 19.

In the current year and prior period, the directors' remuneration was borne by another company within the group (Monorail Bidco Limited).

7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
78,881
1,694
Other interest income
2,554
3,209
81,435
4,903
JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 19 -
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
447
697
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on loss for the current period
(420,657)
(504,281)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(6,009,804)
(2,821,362)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 24.49%)
(1,502,451)
(690,952)
Tax effect of expenses that are not deductible in determining taxable profit
22,308
18,503
Adjustments in respect of prior years
(12,055)
-
0
Permanent capital allowances in excess of depreciation
-
0
(40)
Research and development tax credit
(420,657)
(504,281)
Share based payment charge
6,802
10,680
Additional deduction for R&D expenditure
(486,243)
(570,574)
Surrender of tax losses for R&D tax credit
1,051,642
1,187,630
Deferred tax assets not recognised
919,997
44,753
Taxation credit for the year
(420,657)
(504,281)

Tax trading losses carried forward at the year end are £10,603,194 (2024: £7,185,917).

No deferred tax assets or liabilities (2024: £nil) have been recognised in the company.

JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 20 -
10
Tangible fixed assets
Fixtures, fittings & equipment
£
Cost
At 1 March 2024
107,093
Additions
37,045
Disposals
(17,972)
At 28 February 2025
126,166
Depreciation
At 1 March 2024
96,933
Depreciation charged in the year
11,035
Eliminated in respect of disposals
(17,972)
At 28 February 2025
89,996
Carrying amount
At 28 February 2025
36,170
At 29 February 2024
10,160
11
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
12
4
4
12
Subsidiaries

Details of the company's subsidiaries at 28 February 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Jacquard USA Inc
1209 Orange Street, Wilmington, DE 19801, USA
SaaS
Ordinary shares
100.00

Phrasee Canada Inc. was dormant and dissolved on 19 September 2024, during the reporting period.

JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 21 -
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,264,319
2,125,782
Corporation tax recoverable
693,633
1,369,790
Amounts owed by group undertakings
132,730
33,527
Other debtors
100,825
117,879
Prepayments
339,339
274,713
Accrued income
75,352
86,523
3,606,198
4,008,214

A provision of £nil (2024: £11,871) has been recognised against trade debtors.

14
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
16
10,000
10,000
Trade creditors
485,924
524,173
Amounts owed to group undertakings
10,361,478
5,471,727
Taxation and social security
209,541
255,014
Deferred income
2,679,667
2,674,574
Other creditors
170,979
239,037
Accruals
235,710
229,983
14,153,299
9,404,508

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

15
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans
16
2,500
12,500
Amounts owed to related party
71,466
79,124
73,966
91,624

Amounts due to related party relates to amounts due to Monorail Topco Limited, a parent of the company. These amounts are interest free and repayable on demand.

JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 22 -
16
Borrowings
2025
2024
£
£
Bank loans
12,500
22,500
Payable within one year
10,000
10,000
Payable after one year
2,500
12,500

On 22 May 2020 the company received a government Bounce Back Loan Scheme (BBLS) loan of £50,000. The government provides a guarantee for 100% of the loan and also provide s business interruption payments whereby interest payments and any fees levied by the Lender are covered for the first year.

The loan is fully repayable after 72 months, by monthly instalments of £833 plus interest commencing 13 months after the loan drawdown date, with an interest rate of 2.5% per annum charged on the outstanding balance.

17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
48,789
46,592

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the period end the amount due to the pension fund was £11,041 (2024: £13,895).

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.001p each
133,457,095,160
56,928,047,160
1,334,572
569,281
B Ordinary shares of 0.001p each
356,580
356,580
3
3
133,457,451,740
56,928,403,740
1,334,575
569,284

The B ordinary shares have no voting or dividend rights. This class of shares carries full capital distribution rights. These shares are redeemable at nominal value at the option of the holder. In the event of the winding up of the company B ordinary shares will rank below ordinary shares.

During the year 76,529,048,000 shares of £0.00001 were issued for cash at par.

The other components of equity are other reserves (relating to the accumulation of share based payment charges) and the PL loss reserve (relating to the accumulation of prior period losses).

JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 23 -
19
Share-based payment transactions
Group share-based payments

As of March 2022, the group to which the company is party operates a management incentive scheme in which senior members of staff can acquire C Ordinary shares in the parent entity, Monorail Topco Limited.

The staff acquire the C Ordinary shares but the full economic rights to the shares vest over time as the individual renders service to the business or wider group entities. General vesting terms are 20% on first anniversary of the issuance, 20% per year thereafter on a straight line basis up to 80%, and the final 20% vests on an Exit event for the parent entity.

The scheme is classified as cash-settled for Monorail Topco Limited, but because J acquard Group Limited has no obligation to settle the transaction the scheme is classified as equity-settled for J acquard Group Limited.

While the equity issued is that of the parent entity, the subsidiary recogni s es the cost related to the service the employee renders to the subsidiary. The expense recogni s ed in J acquard Group Limited's statement of comprehensive income is related to direct employees of J acquard Group Limited who participate in the scheme.

Management has utili s ed the services of external experts to calculate the fair value of the C Ordinary shares as at the issuance date. The Black Scholes option pricing model has been used to value the C Ordinary shares as they have similar economic characteristics and payoffs to an option. Market data or market proxies have been used where possible, along with internal company data such as the liquidity preference of different share classes.

Expense recognised in statement of comprehensive income relating to share-based payment transactions

2025: £27,206

2024: £43,610

2025
2024
Number
Number
Number of shares in issue
Shares in scheme - beginning of year
4,255,616
1,347,822
New shares issued
1,659,514
6,065,197
Shares forfeited
(2,412,357)
(3,157,403)
Shares in scheme - end of year
3,502,773
4,255,616
20
Events after the reporting date

On the 11th August 2025, the company announced a reorganisation which resulted in a significant reduction in headcount and a change in operational leadership.

21
Related party transactions

The company has taken advantage of the exemption available in Section 33.1A of FRS102 whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.

JACQUARD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 24 -
22
Ultimate controlling party

The immediate parent company is Monorail Bidco Limited, a company registered in England and Wales. The immediate parent of Monorail Bidco Limited is Monorail Midco Limited. The latter is both the largest and smallest group into which Jacquard Group Limited is consolidated. A copy of the group financial statements may be obtained from New Wing Somerset House New Wing, Lancaster Place, London, United Kingdom, WC2R 1LA.

The ultimate parent company is Monorail Luxco SARL, a company incorporated in Luxembourg.

There is no one ultimate controlling party.

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