REGISTERED NUMBER: 09505970 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 January 2025

for

Showpad Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

M A Miller

H M Isebaert

SECRETARY:

MY UK OFFICE LIMITED

REGISTERED OFFICE:

Westwood House

Annie Med Lane

South Cave

Brough

HU15 2HG

REGISTERED NUMBER:

09505970 (England and Wales)

AUDITORS:

Try Lunn & Co

Chartered Accountants

and Statutory Auditors

Roland House

Princes Dock Street

HULL HU1 2LD

The directors present their strategic report for the year ended 31 January 2025.

REVIEW OF BUSINESS

Heading into 2024, we expected sector headwinds to persist; however, we also identified opportunities to further increase profitability through a series of strategic and operational initiatives focused on the markets we serve best, more efficient operations, and enhanced product leadership and velocity. These initiatives were implemented in the second quarter of the year.

As part of these initiatives, we further sharpened our focus on enterprise customers, particularly in our core industry customer profile ("ICP"), which includes traditional industries such as medical devices, manufacturing, and construction, among others. In these sectors, Showpad brings the most value. This focus lead to re-accelerated growth and improved sales efficiency. We also moved Customer Success under Sales, giving customers a single point of contact for renewals and upsells, which has improved retention results. We also unified Product and Engineering, which closed key gaps, improved execution speed, and positioned us to lead with AI innovation. This enabled us to return as a leader in the 2024 Forrester report - Revenue Enablement Platforms. Finally, we launched our near-shoring strategy, consolidating Product and Tech in Europe to create a meaningful cost advantage.

Our renewed focus on our core ICP and operational discipline has delivered clear results: Significantly improved EBITDA margin, re-accelerated growth in our most profitable ICPs, and regained product leadership.

We expect that these efforts will help drive higher overall growth in 2025, while continuing to expand profitability.

PRINCIPAL RISKS AND UNCERTAINTIES

Although risk remains regarding the level of spending by software companies, especially mid-sized businesses in the sector, with our renewed focus on traditional ICP business, we expect to achieve stronger growth, retention, and profitability in 2025.

FINANCIAL KEY PERFORMANCE INDICATORS

On an individual company level the company delivered:

- Management fee income of £11,192,705 (period ended 31 January 2024 £11,986,040)

- Pre tax profit of £748,110 (period ended 31 January 2024 £853,928)

- Year end cash at bank of £690,464 (period ended 31 January 2024 £283,840).

- Shareholders funds of £2,448,894 (period ended 31 January 2024 £1,913,765)

ON BEHALF OF THE BOARD:

M A Miller - Director

25 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a management company.

DIVIDENDS

No dividends will be distributed for the year ended 31 January 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2024 to the date of this report.

M A Miller

H M Isebaert

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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). 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are 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 each director 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, Try Lunn & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M A Miller - Director

25 September 2025

Opinion

We have audited the financial statements of Showpad Ltd (the 'company') for the year ended 31 January 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 January 2025 and of its profit 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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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 financial 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.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have 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 Strategic Report or the Report of the Directors.

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 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 Statement of Directors' Responsibilities set out on page three, 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 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.

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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 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.

Andrew Ewart FCA FCCA (Senior Statutory Auditor)

for and on behalf of Try Lunn & Co

Chartered Accountants

and Statutory Auditors

Roland House

Princes Dock Street

HULL HU1 2LD

2 October 2025

TURNOVER

11,192,705

11,986,040

Administrative expenses

10,438,877

11,147,682

OPERATING PROFIT

4

753,828

838,358

Interest receivable and similar income

-

15,570

753,828

853,928

Interest payable and similar expenses

6

5,718

-

PROFIT BEFORE TAXATION

748,110

853,928

Tax on profit

7

212,981

173,860

PROFIT FOR THE FINANCIAL YEAR

535,129

680,068

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

535,129

680,068

FIXED ASSETS

Tangible assets

8

463,414

570,855

CURRENT ASSETS

Debtors

9

2,121,605

1,975,434

Cash at bank

690,464

283,840

2,812,069

2,259,274

CREDITORS

Amounts falling due within one year

10

826,589

916,364

NET CURRENT ASSETS

1,985,480

1,342,910

TOTAL ASSETS LESS CURRENT LIABILITIES

2,448,894

1,913,765

CAPITAL AND RESERVES

Called up share capital

12

100

100

Retained earnings

13

2,448,794

1,913,665

SHAREHOLDERS' FUNDS

2,448,894

1,913,765

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

M A Miller - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2023

100

1,233,597

1,233,697

Changes in equity

Total comprehensive income

-

680,068

680,068

Balance at 31 January 2024

100

1,913,665

1,913,765

Changes in equity

Total comprehensive income

-

535,129

535,129

Balance at 31 January 2025

100

2,448,794

2,448,894

Cash flows from operating activities

Cash generated from operations

1

692,429

478,226

Interest paid

(5,718

)

-

Tax paid

(237,147

)

(140,194

)

Net cash from operating activities

449,564

338,032

Cash flows from investing activities

Purchase of tangible fixed assets

(50,517

)

(533,672

)

Sale of tangible fixed assets

7,577

6,972

Interest received

-

15,570

Net cash from investing activities

(42,940

)

(511,130

)

Increase/(decrease) in cash and cash equivalents

406,624

(173,098

)

Cash and cash equivalents at beginning of year

2

283,840

456,938

Cash and cash equivalents at end of year

2

690,464

283,840

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

748,110

853,928

Depreciation charges

149,756

73,280

Loss on disposal of fixed assets

625

56,251

Finance costs

5,718

-

Finance income

-

(15,570

)

904,209

967,889

Increase in trade and other debtors

(146,171

)

(686,475

)

(Decrease)/increase in trade and other creditors

(65,609

)

196,812

Cash generated from operations

692,429

478,226

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 January 2025

31.1.25

1.2.24

£

£

Cash and cash equivalents

690,464

283,840

Year ended 31 January 2024

31.1.24

1.2.23

£

£

Cash and cash equivalents

283,840

456,938

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.2.24

Cash flow

At 31.1.25

£

£

£

Net cash

Cash at bank

283,840

406,624

690,464

283,840

406,624

690,464

Total

283,840

406,624

690,464

1.	STATUTORY INFORMATION

Showpad Ltd 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.

2.	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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company is dependent on the continued financial support of Showpad NV. The Directors of Showpad NV have agreed to provide continued financial support to ensure the company will be able to trade as a going concern for the foreseeable future. The financial statements have therefore been prepared on a going concern basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,value added tax and other sales taxes.

Turnover comprises revenue recognised by the company in respect of management fees charged to the parent company for provision of services. The turnover is based on costs incurred in providing services plus an agreed mark up.

Revenue in respect of management fees is invoiced quarterly and recognised in the same accounting period as the costs were incurred.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

10% on cost

Fixtures and fittings

-

20% on cost

Computer equipment

-

Straight line over 3 years

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Employee benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Employee beneits are recognised as an expense in the period to which they relate.

Termination benefits are recognised as a wages expense when the company is committed to the termination payment by way of signing a settlement agreement.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

7,322,334

7,745,322

Social security costs

896,893

958,544

Other pension costs

624,307

726,086

8,843,534

9,429,952

The average number of employees during the year was as follows:

2025

2024

Sales and marketing

47

53

Product and engineering

18

19

Finance and recruitment

9

5

74

77

2025

2024

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Other operating leases

420,750

562,471

Depreciation - owned assets

149,756

73,280

Loss on disposal of fixed assets

625

56,251

Foreign exchange differences

130

(217

)

5.	AUDITORS' REMUNERATION

2025

2024

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

3,750

3,000

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Interest payable

5,718

-

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

212,981

173,860

Tax on profit

212,981

173,860

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

748,110

853,928

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 24.030%)

187,028

205,199

Effects of:

Expenses not deductible for tax purposes

448

20,901

Capital allowances in excess of depreciation

-

(65,757

)

Depreciation in excess of capital allowances

25,349

-

Loss on disposal of assets

156

13,517

Total tax charge

212,981

173,860

8.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

and

Computer

property

fittings

equipment

Totals

£

£

£

£

COST

At 1 February 2024

268,656

208,442

284,743

761,841

Additions

-

17,334

33,183

50,517

Disposals

-

-

(22,004

)

(22,004

)

At 31 January 2025

268,656

225,776

295,922

790,354

DEPRECIATION

At 1 February 2024

4,305

84,178

102,503

190,986

Charge for year

26,872

37,305

85,579

149,756

Eliminated on disposal

-

-

(13,802

)

(13,802

)

At 31 January 2025

31,177

121,483

174,280

326,940

NET BOOK VALUE

At 31 January 2025

237,479

104,293

121,642

463,414

At 31 January 2024

264,351

124,264

182,240

570,855

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

1,785,594

1,268,738

Other debtors

227,141

379,746

VAT

5,259

103,826

Prepayments

103,611

223,124

2,121,605

1,975,434

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

97,586

252,610

Tax

90,060

114,226

Accrued expenses

638,943

549,528

826,589

916,364

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

655,229

163,825

Between one and five years

1,544,646

3,112,321

2,199,875

3,276,146

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

£1

100

100

The ordinary shares have equal voting, dividend and capital redistribution (including on winding-up) rights. The shares are not redeemable.

13.

RESERVES

Retained

earnings

£

At 1 February 2024

1,913,665

Profit for the year

535,129

At 31 January 2025

2,448,794

14.	RELATED PARTY DISCLOSURES

During the period the company provided management services under normal commercial terms totalling £11,192,705 (2024 - £11,986,040) to Showpad NV, the parent company of Showpad Limited.

At the balance sheet date an amount of £1,785,594 was owed by Showpad NV (2024 - £1,268,738). Interest paid on this balance during the year was £5,718 (2024 - interest charged of £15,570).

15.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Showpad NV, a company incorporated in Belgium.

Publicly available financial statements for Showpad NV can be obtained from the registered office at Moutstraat 62, 9000 Gent, Belgium.