REGISTERED NUMBER: 11700732 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PROVE IDENTITY LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

R R R Desai

M S Bompey

E Lesser

REGISTERED OFFICE:

1st Floor

124 Cleveland Street

London

W1T 6PG

REGISTERED NUMBER:

11700732 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Tangible assets

4

2,322

4,914

CURRENT ASSETS

Debtors

5

488,633

567,741

Cash at bank

188,628

472,015

677,261

1,039,756

CREDITORS

Amounts falling due within one year

6

9,159,418

9,601,624

NET CURRENT LIABILITIES

(8,482,157

)

(8,561,868

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(8,479,835

)

(8,556,954

)

CAPITAL AND RESERVES

Called up share capital

8

375,000

375,000

Capital contribution reserve

9

158,667

130,925

Retained earnings

9

(9,013,502

)

(9,062,879

)

SHAREHOLDERS' FUNDS

(8,479,835

)

(8,556,954

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 November 2025 and were signed on its behalf by:

E Lesser - Director

1.	STATUTORY INFORMATION

Prove Identity 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.

The company's business address is 1st Floor 124 Cleveland Street, London, W1T 6PG.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has obtained a letter of support from its parent company, Prove Identity, Inc. The directors of Prove Identity, Inc. have provided a commitment to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for a period in excess of 12 months and 1 day from the date of signing of the audit report. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these financial statements.

Related party exemption

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

Turnover

Turnover represents net invoiced sales of services, excluding value added tax.

Revenue is contract based and relates to transaction fees. It is recognised monthly based on the number of transactions within that month.

Tangible fixed assets

Tangible assets are initially measured at cost. After initial recognition, tangible assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

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

Plant and machinery etc - Straight line over 2 years

Financial instruments

Basic financial instruments as covered by Section 11 of FRS 102 (Section 1A) are measured at amortised cost. The company does not have any other financial instruments, as covered by Section 12 of FRS 102 (Section 1A).

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

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

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

Foreign 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.

Pension costs and other post-retirement 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.

Share-based payments

Equity-settled transactions are awards of Restricted Stock Units ("RSUs"), or options over shares, that are provided to employees in exchange for the rendering of services.

Share option awards are issued with only service-based vesting conditions. For the Company's RSUs, the awards vest based on service and liquidity event conditions. The liquidity event condition is based on a change of control of the Company or the six-month anniversary of when the Company completes an Initial Public Offering and is listed on one or more of the National Securities Exchanges. RSUs that have vested based on the service condition but before the liquidity event is met remain eligible for vesting.

Restricted Stock Unit ("RSU")

The parent company has granted RSUs to certain employees of the Company. The RSUs granted were subject to both a service condition and certain performance conditions. For all grants, there is a performance condition related to a change in control required for the RSUs to be considered vested. In line with the parent company accounting standard, the share-based payment expense associated with these RSUs is only recognised when a change in control becomes probable, and management had not deemed it probable as of 31 December 2024. Accordingly, no expense relating to the RSUs has been recognised up to 31 December 2024 in the parent company accounts.

Management of the Company have chosen to recognise the share-based payment expense in these financial statements on the basis of a reasonable allocation of the group expense, as permitted by paragraph 26.16 of the applicable Financial Reporting Standard, FRS 102:

"If a share-based payment is granted by an entity to the employees of one or more group entities, the group entities are permitted, as an alternative to the treatment set out in paragraphs 26.7 to 26.15C, to measure the share-based payment expense on the basis of a reasonable allocation of the expense for the group, calculated in accordance with this FRS, IFRS 2 Share-based Payment or on an equivalent basis."

The accounting standard the parent company prepares consolidated financial statements under has been determined to be an equivalent standard.

Accordingly, no expense relating to the RSUs has been recognised in these financial statements up to 31 December 2024.

As of this date, the unrecognised RSU expense relating to employees of the Company amounted to £619,468 (2023: £454,718). This number is based on the share valuation of the parent company and does not take into account the probability of a change in control event occurring prior to expiry of the RSUs.

Valuation

The cost of equity-settled transactions is measured at fair value on grant date.

The fair value of share options is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The fair value of RSUs has historically been determined by the Company's board of directors, with input from management, and considering third-party valuations of the Company's common stock. Because there has been no public market for the Company's common stock, the board of directors has determined its fair value at the time of grant by considering a number of objective and subjective factors, including financing investment rounds, operating and financial performance, the lack of liquidity of share capital, and general and industry specific economic outlook, among other factors.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 10 (2023 - 12 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

18,714

Additions

1,200

At 31 December 2024

19,914

DEPRECIATION

At 1 January 2024

13,800

Charge for year

3,792

At 31 December 2024

17,592

NET BOOK VALUE

At 31 December 2024

2,322

At 31 December 2023

4,914

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

197,816

177,390

Amounts owed by group undertakings

64,836

64,836

Other debtors

225,981

325,515

488,633

567,741

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

86,907

192,052

Amounts owed to group undertakings

8,546,444

8,890,885

Taxation and social security

119,589

161,952

Other creditors & accruals

406,478

356,735

9,159,418

9,601,624

7.	LEASING AGREEMENTS

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

31.12.24

31.12.23

£

£

Within one year

16,275

22,100

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

375,000

Ordinary shares

£1

375,000

375,000

9.

RESERVES

Capital

Retained

contribution

earnings

reserve

Totals

£

£

£

At 1 January 2024

(9,062,879

)

130,925

(8,931,954

)

Profit for the year

49,377

49,377

Share-based payment charge

-

27,742

27,742

At 31 December 2024

(9,013,502

)

158,667

(8,854,835

)

Other reserves relates to amounts recognised in respect of share based payments granted to employees, and are therefore non-distributable reserves.

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Amy Enslin (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"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."

11.	ULTIMATE CONTROLLING PARTY

The controlling party is R R R Desai.

12.	SHARE BASED PAYMENTS

The Company has issued equity settled share incentives with its employees. The equity offered is that of Prove Identity, Inc (incorporated in USA). These incentives all vest over a period of 4 years and expire after 10 years from the vesting commencement date.

The incentives are presented in the form of both an option and a restricted stock unit (RSU).

For options, the fair value of the share options is independently determined using the Black Scholes option pricing model that takes into account various factors as discussed in note 2.

For RSUs, the fair value at the date of grant is the share value at the date of grant.

The following table summarises the equity settled share options with employees in the period:

Item

Number

Weighted average exercise price ($

)

Outstanding at the beginning of the period

54,523

2.39

Granted during the year

-

-

Forfeited/cancelled during the period

(9,836

)

2.92

Exercised during the period

-

-

Expired during the period

-

-

Outstanding at the end of the period

44,687

2.39

Exercisable at the end of the period

44,687

2.39

The following table summarises the equity settled RSUs with employees in the period:

Item

Number

Outstanding at the beginning of the period

56,248

Granted during the year

-

Forfeited/cancelled during the period

-

Exercised during the period

-

Expired during the period

-

Outstanding at the end of the period

56,248

The share based payment expense is recognised on a reasonable allocation of the group expense. The charge recognised in the year was £27,742 (2023: £44,028).

Further details over how the fair value of the goods or services received are measured are given in note 2 to the financial statements.

13.	ULTIMATE PARENT COMPANY

The results of Prove Identity Ltd are included in the consolidated financial statements of its ultimate parent company, Prove Identity, Inc. a company incorporated in the United States of America, whose registered office is 20th Floor, 245 Fifth Avenue, New York, 10016, USA. The consolidated financial statements are not publicly available.