Kong International (Uk) Limited - Limited company accounts 25.1

Page

Company Information

Strategic Report

Report of the Directors

Report of the Independent Auditors

Income Statement

Other Comprehensive Income

Balance Sheet

Statement of Changes in Equity

Notes to the Financial Statements

DIRECTORS:

A Marietti

T P Kaweski

REGISTERED OFFICE:

Fourth Floor St James House

St James' Square

Cheltenham

England

GL50 3PR

REGISTERED NUMBER:

12132924 (England and Wales)

AUDITORS:

ML Audit LLP

Statutory Auditors

Freshford House

Redcliffe Way

Bristol

BS1 6NL

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

Kong Inc. ("The Group") is a privately held software company founded in 2009 and headquartered in San Francisco, CA. Kong Inc. originated as an application program interface ("API") marketplace and evolved to offer open-source platforms, on-premises and cloud services designed to manage, monitor, and scale API and microservices. The Company's platform includes API gateways, developer portals, API analytics and other features, enabling development teams to distribute, monetize, manage, analyze and consume API's. Kong Inc. is a US company formed in Delaware with foreign subsidiaries in Australia, Canada, China, Japan, Singapore and the United Kingdom.

Kong International (UK) Limited ("The Company") generates revenue under a cost-plus model with monthly payments according to an ongoing service agreement with Kong Inc., and, hence, is expected to generate future taxable income.

Our strategy is aligned with the goals of Kong Inc. focusing on:

1. Sales and marketing, engineering, administration, and post-sales support to Kong Inc.

2. Sales development in the region

Principal Risks and Uncertainties

Dependency on Kong Inc. as a wholly owned subsidiary, our financial health is directly tied to Kong Inc's. success and decision-making. Any changes to strategic priorities or budget allocations could affect our future revenue.

For the year ended January 31, 2025, the Group incurred a consolidated net loss of $54.2 million and had an accumulated deficit of $289.9 million. At this stage, we purposely prioritize growth over profitability from a strategy standpoint. Prioritizing growth over profitability offers several long-term advantages for businesses, which is the reason why the vast majority of pre-IPO software companies have similar positions. Growth requires higher levels of investments in the business, which enables us to capture market share, establish a strong brand presence, and scale more effectively, which typically leads to greater profitability in the future. In our view, growth-focused strategies are also key to maintain high levels of innovation, allowing us to stay competitive and adapt to changing market conditions.

Our growth metrics are best-in-class. To name a few, year-over-year growth of ~30%, year-over-year growth of our SaaS solution of ~140%, net dollar retention of ~115%, and others. While yet not profitable, we do pay significant attention to efficiency and balance efficiency and growth strategic initiatives accordingly. In our view, we have healthy efficiency metrics such as New ARR to cash burn ratio of 2+, magic number of 0.5 and rule of 40 of 30%. These are all metrics intended to measure the strategic balance between growth and efficiency and we have healthy metrics, all acknowledged by current and prospect investors.

Not being profitable is a strategic decision, which has to do with the investments we make in the business and our long-term business strategy. For reference, based on our current long-term plan, if we were to grow 10 percentage points less than our current actuals, we could be profitable by the next fiscal year.

In summary, with best-in-class growth rates, a superior margin profile, strong balance sheet, healthy efficiency metrics and significant capital availability, Kong is well-positioned to continue to scale and further enhance the capabilities of its market-leading suite of products for many years to come. Kong is also strategically well-positioned to market its services to highly regulated industries, including financial services businesses worldwide, as supported by our strong track record in that industry. To name a few customers: Vanguard Group (US), HSBC (UK), JP Morgan & Chase (US), Goldman Sachs (US), TIAA (US), Santander (UK), Rabobank (The Netherlands), Hargreaves Lansdown (UK), Credit Agricole (France), Bendigo and Adelaide Bank (Australia) and Standard Chartered Bank (Singapore).

Business Review

The Company saw a 1.7% increase in profit on the prior year. The Company's profit for the year was £0.50m (2024: £0.50m). Turnover was £13.9m (2024: £14.5m), 3.75% lower than the prior year. Operating profit for the year decreased by £0.03m to a profit of £0.65m compared to last year (2024: £0.69m).

ON BEHALF OF THE BOARD:

A Marietti - Director

30 October 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 is to provide sales and marketing services support in the specific contracted region, being the UK, to its ultimate parent company Kong Inc., a company incorporated in the United States of America.

DIVIDENDS

No dividends will be distributed for the year ended 31 January 2025 (2024: NIL).

FUTURE DEVELOPMENTS

The UK subsidiary remains a stable and integral part of the overall business, providing essential services to its US parent. While there are some strategic, financial and operational risks, these are effectively mitigated through careful planning and management. The cost-plus model provides financial stability there are no significant risks expected to arise from external economic factors, employment, or regulatory charges in the foreseeable future.

The subsidiary will continue to focus on maintaining cost efficiency, service quality and employee retention, in line with the parent company's strategic objectives, ensuring continued success in the coming years.

DIRECTORS

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

A Marietti

Other changes in directors holding office are as follows:

C R Shah - resigned 15 November 2024

T P Kaweski - appointed 15 April 2025

FINANCIAL INSTRUMENTS

The main financial instrument during the year relates to the intercompany balances between Kong International (UK) Limited and Kong Inc. A signed letter confirmation exists to support the balance as at 31 January 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

Strategic Risks

Dependence on the US Parent Company: the subsidiaries business is entirely dependent on the continued need for services by the US parent. Any significant changes in the parent company's strategic direction or alteration in the nature of services required, could impact the UK subsidiary's operations.

Financial Risks

Currency Risk: as the subsidiary operates in the UK and charges services in GBP, fluctuations in the exchange rate between GBP and USD could impact the financial results of the UK entity. However, this risk is partially mitigated by the cost-plus structure, which reflects the UK's local operating costs.

Credit Risk: the UK subsidiary is financially linked to the US parent, a large and stable company. While credit risk is minimal due to the financial strength of the parent, any disruption in the parent's operations could indirectly impact the UK subsidiary's cash flow.

Operational Risks

Retention of Key Talent: the success of the UK entity is dependent on retained skilled employees. Failure to retain key talent or difficulties in recruiting suitably qualified employees could impact the subsidiary's ability to meet its obligations to the US parent.

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.

ON BEHALF OF THE BOARD:

A Marietti - Director

30 October 2025

Opinion

We have audited the financial statements of Kong International (UK) Limited (the 'company') for the year ended

31 January 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including 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 four, 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:

- Obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework

- Inquired of management, and those charged with governance, about their own identification and assessment of the risks and irregularities, including known and actual, suspected or alleged instances of fraud;

- Discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, through discussions with the directors, and from our commercial knowledge and experience of the sector in which the group and the parent company operates, to enable us to identify the key laws and regulations applicable to the group and the parent company.

We focused on specific laws and regulations which we considered may have a direct material effect on the financial statement or the operations of the group and the parent company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation.

As a result of performing the above, our procedures to respond to the risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of law and regulations and for the prevention and detection of fraud.

A further description of our responsibilities is available 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.

Guy Armitage-Norton (Senior Statutory Auditor)

for and on behalf of ML Audit LLP

Statutory Auditors

Freshford House

Redcliffe Way

Bristol

BS1 6NL

31 October 2025

TURNOVER

13,912,639

14,452,755

Administrative expenses

13,258,198

13,766,242

OPERATING PROFIT

654,441

686,513

Interest receivable and similar income

7,833

8,385

662,274

694,898

Interest payable and similar expenses

339

6,298

PROFIT BEFORE TAXATION

661,935

688,600

Tax on profit

152,143

187,101

PROFIT FOR THE FINANCIAL YEAR

509,792

501,499

PROFIT FOR THE YEAR

509,792

501,499

OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE INCOME FOR

THE YEAR

509,792

501,499

FIXED ASSETS

Tangible assets

51,986

25,351

CURRENT ASSETS

Debtors

3,815,724

3,141,357

Cash at bank

205,014

317,275

4,020,738

3,458,632

CREDITORS

Amounts falling due within one year

1,024,746

1,257,092

NET CURRENT ASSETS

2,995,992

2,201,540

TOTAL ASSETS LESS CURRENT

LIABILITIES

3,047,978

2,226,891

CAPITAL AND RESERVES

Called up share capital

100

Other reserves

764,256

772,499

Retained earnings

2,283,622

1,454,292

SHAREHOLDERS' FUNDS

3,047,978

2,226,891

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2025 and were signed on its behalf by:

A Marietti - Director

Called up

Retained

Other

Total

capital

earnings

reserves

equity

Balance at 1 February 2023

100

952,793

667,985

1,620,878

Changes in equity

Total comprehensive income

501,499

Share based payments

104,514

Balance at 31 January 2024

100

1,454,292

772,499

2,226,891

Changes in equity

Total comprehensive income

829,330

(319,538

)

509,792

Share based payments

311,295

Balance at 31 January 2025

100

2,283,622

764,256

3,047,978

1.	STATUTORY INFORMATION

Kong International (UK) 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.

The presentation currency of the financial statements is the Pound Sterling (£) and amounts are rounded to the nearest £1.

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 has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- the requirements of Section 7 Statement of Cash Flows

- the requirements of Section 26 Share based Payments

- the requirements Section 33 Related Party Transactions - Key Management Personnel remuneration

These disclosures have been made in the accounts of its ultimate parent company, Kong Inc.. These consolidated financial statements can be obtained from 150 Spear Street, 16th Floor, San Francisco, CA, 94105.

Revenue

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The company is contracted by Kong Global Inc. to deliver sales and marketing services under an intercompany agreement. The company is remunerated by its parent for these services.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives ranges as follows:

Office equipment 3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds within the carrying amount and recognised in profit or loss.

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Foreign currencies

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

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

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

Operating leases: the company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Pension costs and other post-retirement benefits

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing this report.

The company relies on the continued support from Kong Inc. which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

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

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

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

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Finance costs

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

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Creditors

Short term creditors are measured at the transaction price.

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

3.	JUDGEMENTS IN APPLYING ACCOUNTING POLICIES

In the application of the company’s accounting policies, the director is 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

There are judgements and assumptions deemed to be significant are those related to the valuation of share options. The fair values of the options are reviewed annually and are calculated by a qualified third party using the Black Scholes model whilst estimations are made regarding the number of options that are expected to vest.

4.	EMPLOYEES AND DIRECTORS

2025

2024

Wages and salaries

10,466,324

10,869,784

Social security costs

1,425,507

1,454,206

Other pension costs

221,779

223,294

12,113,610

12,547,914

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

2025

2024

2025

2024

Directors' remuneration

5.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

Other operating leases

239,637

179,407

Depreciation - owned assets

21,564

11,239

Foreign exchange differences

8,066

1,714

6.	AUDITORS' REMUNERATION

2025

2024

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

financial statements

10,400

8,150

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

Interest on corporation tax

(447

)

6,298

Interest payable

786

339

6,298

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

156,216

194,860

Adjustments in respect of

prior periods

(9,184

)

Total current tax

147,032

194,860

Deferred tax

5,111

(7,759

)

Tax on profit

152,143

187,101

Reconciliation of total tax charge included in profit and loss

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

2025

2024

Profit before tax

661,935

688,600

Profit multiplied by the standard rate of corporation tax in the UK of 25%

(2024 - 24.030%)

165,484

165,471

Effects of:

Expenses not deductible for tax purposes

82,408

30,461

Adjustments to tax charge in respect of previous periods

(9,184

)

Fixed asset differences

(25

)

Remeasurement of deferred tax for changes in tax rates

Movement in deferred tax not recognised

(8,848

)

Other permanent differences

(86,565

)

Total tax charge

152,143

187,101

9.	TANGIBLE FIXED ASSETS

Office

equipment

Cost

At 1 February 2024

44,936

Additions

48,199

At 31 January 2025

93,135

Depreciation

At 1 February 2024

19,585

Charge for year

21,564

At 31 January 2025

41,149

Net book value

At 31 January 2025

51,986

At 31 January 2024

25,351

10.

DEBTORS

2025

2024

Amounts falling due within one year:

Amounts owed by group undertakings

3,624,120

3,068,507

Other debtors

5,775

42,600

Tax

12,463

Deferred tax

2,648

7,759

VAT

16,930

10,189

Prepayments

100,028

12,302

3,761,964

3,141,357

Amounts falling due after more than one year:

Deposits

53,760

Aggregate amounts

3,815,724

3,141,357

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

Trade creditors

37,641

22,913

Corporation tax

140,652

Social security and other taxes

877

Interest payable

6,298

Accruals and deferred income

987,105

1,086,352

1,024,746

1,257,092

12.	LEASING AGREEMENTS

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

2025

2024

Within one year

56,000

37,477

The company leases office space in London, United Kingdom, the lease agreement has a term of 2 years with a 3 month break clause.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

100

Ordinary

100

Each share holds one vote, ranks equally for any dividend declared and rank equally for any distribution made on a winding up. The shares are not redeemable.

14.

RESERVES

Retained

Other

earnings

reserves

Totals

At 1 February 2024

1,454,292

772,499

2,226,791

Profit for the year

509,792

Transfer on exercise/forfeit of options

319,538

(319,528)

Share based payments

311,295

At 31 January 2025

2,283,622

764,256

3,047,878

15.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption available under FRS102 Section 33 1A from disclosing details of any transactions entered into between two or more members of a group where they are wholly owned members of this group.

16.	SHARE-BASED PAYMENTS

The company participates in a share option scheme for all employees. Options are exercisable on the shares of the ultimate parent company at a price equal to the estimated fair value of the ultimate parent company's shares on the date of the grant.

The vesting period is four years. If the options remain unexercised after a period of ten years from the date of the grant the options expire. Options are forfeited if the employee leaves the company before the options vest.

2025

2024

Share based payments expense

311,295

104,514

17.	PENSION COMMITMENTS

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 to £221,779 (2024: £223,294). Contributions totalling £62,579 (2024: £56,387) were payable to the fund at the reporting date and are included in creditors.

18.	RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption available for medium-sized companies under FRS102 Section 33.1A from disclosing details of any transactions entered into between two or more members of a group where they are wholly owned members of this group.

19.	CONTROLLING PARTY

Kong International (UK) Limited is 100% owned by Kong Global Inc. and therefore Kong Global Inc. is considered to be its parent company.

ULTIMATE CONTROLLING PARTY

Kong Global Inc. (incorporated in the United States of America) is regarded by the directors as being the company's ultimate parent company.

The smallest and largest group in which the results of the company are consolidated is that headed by Kong Inc., with its registered office at 150 Spear Street Suite 1600, San Francisco, California 94105, United States of America.