REGISTERED NUMBER: 11403744 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

NIANTIC INTERNATIONAL TECHNOLOGY LIMITED

Page

Company information

1

Strategic report

2

Report of the directors

4

Report of the independent auditors

5

Income statement

8

Other comprehensive income

9

Balance sheet

10

Statement of changes in equity

11

Cash flow statement

12

Notes to the financial statements

13

Directors:

M M H Kim

S R Rosenthal

Registered office:

Suite 2 First Floor

10 Temple Back

Bristol

United Kingdom

BS1 6FL

Registered number:

11403744 (England and Wales)

Auditors:

Zome Audit Limited (Statutory Auditor)

5th Floor

111 Charterhouse Street

London

EC1M 6AW

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

2024

2023

Change

$

$

Turnover

236,606,158

193,395,194

+22%

Operating profit

63,429,100

2,413,115

+2529%

Profit after tax

60,059,335

2,583,974

+2224%

Profit and loss reserve

(260,961,993

)

(321,021,328

)

(19%)

Average number of employees

41

43

( 2)

During the year 2024, the company had turnover of $236.6 million and an increase of 22% in comparison to 2023 due to the increase in the level of activity under the royalty agreement with Niantic International Limited and there being no sales activity outside of the UK. The company earned profit before tax of $63.4 million which was primarily driven by the following:

- fees paid to Niantic International Limited for its services as a distributor of the company's products;

- the company's share of costs incurred in the ongoing development and maintenance of the technology and marketing intangibles of the worldwide group; and

Total assets were $8 million at the end of the year and total liabilities were $268.4 million. The net liability position is a result of the company's arrangement with Niantic International Limited, amounts payable to the company's ultimate parent for the platform contribution transaction, a loan from the company's parent and the company's deferred revenue balances.

KEY PERFORMANCE INDICATORS

Bookings

Bookings are a non-GAAP measure of the company's incremental sales, along with those generated by its primary distributor, Niantic International Limited, during the year. Bookings is equal to the revenue recognized during the period from in-app purchases and sponsorship arrangements plus or minus the change in deferred revenue for the same during the year.

Unaffected by changing user lives over time, we believe that Bookings is an important measure of sales during the year and provides a comparable metric for measuring the company's performance over time.

Bookings for the year were $668.3 million, all of which was generated by Niantic International Limited.

This resulted in a Royalty income of $236,606,158 for Niantic International Technology as a result of the distribution agreement between Niantic International Technology Limited and Niantic International Limited.

Principal risks and uncertainties

The company is dependent on the continued success of the Niantic group as a whole. The principal risks and uncertainties facing the group include the following:

- The market for mobile gaming, augmented reality offerings and in-game sales is competitive, and if we do not compete effectively, our operating results could be harmed.

- Our business may suffer if user activity decreases. Additionally, if the market does not adopt our new products and services, we will be unable to grow our business.

- Any significant disruption in our services or in our information technology systems could result in a loss of users or harm our business.

- Regulators, consumers and game developers may require us to change our data collection and privacy practices and policies.

- Our ability to acquire and maintain licenses to intellectual property may affect our revenue and profitability. These licenses may become more expensive and increase our costs.

- Fluctuations in currency exchange rates could harm our operating results and financial condition.

- We may be party to future intellectual property rights claims and other litigation which are expensive to support and could have a significant impact on us and our stockholders.

Future developments

The group continues to develop its products and this will have a positive impact on the future results of the company.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Cash flow risk

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group uses foreign exchange forward contracts and interest rate swap contracts to hedge these exposures.

Interest bearing assets and liabilities are held at fixed rate to ensure certainty of cash flows.

Credit risk

The Group's principal financial assets are bank balances and cash, trade and other receivables, and investments. The Group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses a mixture of long-term and short-term debt finance.

SECTION 172(1) STATEMENT

Employees

The company's operations are based in London, United Kingdom. The management team employed is small and the company recognises the importance of this resource. As such it reviews its remuneration and recruitment policies on a regular basis, in order to ensure the company continues to retain and attract the best possible management.

Product quality

Maintaining a high level of quality in our products is key to the company. The business is exposed to warranty, product recall and liability claims in the event that our products fail to perform as expected. In order to mitigate this risk, the company has extensive quality assurance checks embedded in all parts of the business, from design development, delivery to the customers. This role is performed by a dedicated quality control team, who report to management on a regular basis.

Customer and supplier relationships

Strongly dependent on meeting company objectives is the need for strong and mutually beneficial relationships with suppliers and customers. Customers are kept up to date with business achievements, future strategy and ongoing business activities and development with a view to creating and nurturing long term partnerships. Supplier relationships are managed regularly with continuous engagement and sharing of information. The activities carried out in development of these partnerships are reported regularly to the management team.

Environmental liabilities

The company conducts its operations in such a manner as to ensure compliance with environmental laws and regulations. If events occur where actions are necessary to maintain compliance, the company will devote suitable resources to the issue in order to remedy the situation.

High Standards of business conduct

The management team recognise the need to conduct business in a way that is ethical, compliant and to a high standard. The business is governed around a higher framework, with appropriate training on a correct business conduct where required. The business is governed around key values, of which integrity and transparency are key.

On behalf of the board:

M M H Kim - Director

20 November 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

Principal activity

The company's principal activity was to develop and exploit technology related to augmented reality products worldwide, excluding the USA. The company enters into license and distribution agreements with group companies and third parties to license, distribute and develop the technology related to the products.

The company operates under a distribution agreement with Niantic International Limited and received Royalties for the use of the augmented technology.

Dividends

No dividends will be distributed for the year ended 31 December 2024 (2023 : Nil).

Directors

M M H Kim and S R Rosenthal were appointed as directors after 31 December 2024 but prior to the date of this report.

E T Schaefer and J I Shouger ceased to be directors after 31 December 2024 but prior to the date of this report.

Disclosure in the strategic report

The Company has chosen, in accordance with Companies Act 2006 s.414C(11), to set out in the strategic report information required by The Large and Medium-sizes Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments, risk and uncertainties, financial risk management objectives and policies.

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), including Financial Reporting Standard 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;

-	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 they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditor, Zome Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

On behalf of the board:

M M H Kim - Director

20 November 2025

Opinion

We have audited the financial statements of Niantic International Technology Limited (the 'company') for the year ended 31 December 2024 which comprise the Income statement, Other comprehensive income, Balance sheet, Statement of changes in equity, Cash flow statement and Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 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 directors' report have not been prepared in accordance with applicable requirement as the Streamlined Energy and Carbon Reporting analysis, as required by the Streamlined Energy and Carbon Reporting Regulation, has been omitted.

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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during 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 laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- 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 of irregularities, including any known 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 consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.

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.

Roy Davis (Senior Statutory Auditor)

for and on behalf of Zome Audit Limited (Statutory Auditor)

5th Floor

111 Charterhouse Street

London

EC1M 6AW

2 December 2025

TURNOVER

4

236,606,158

193,395,194

Administrative expenses

(173,177,058

)

(190,982,079

)

OPERATING PROFIT

6

63,429,100

2,413,115

Interest receivable and similar income

204,052

170,859

PROFIT BEFORE TAXATION

63,633,152

2,583,974

Tax on profit

8

(3,573,817

)

-

PROFIT FOR THE FINANCIAL YEAR

60,059,335

2,583,974

PROFIT FOR THE YEAR

60,059,335

2,583,974

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

60,059,335

2,583,974

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

30,981

-

30,981

CURRENT ASSETS

Debtors

11

595,448

624,647

Cash at bank

7,443,366

13,080,172

8,038,814

13,704,819

CREDITORS

Amounts falling due within one year

12

(268,410,775

)

(333,907,667

)

NET CURRENT LIABILITIES

(260,371,961

)

(320,202,848

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(260,371,961

)

(320,171,867

)

CAPITAL AND RESERVES

Called up share capital

13

1

1

Other reserves

14

590,031

849,460

Retained earnings

14

(260,961,993

)

(321,021,328

)

SHAREHOLDERS' FUNDS

(260,371,961

)

(320,171,867

)

The financial statements were approved by the Board of Directors and authorised for issue on 20 November 2025 and were signed on its behalf by:

M M H Kim - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

$

$

$

$

Balance at 1 January 2023

1

(323,605,302

)

675,256

(322,930,045

)

Changes in equity

Profit for the year

-

2,583,974

-

2,583,974

Total comprehensive income

-

2,583,974

-

2,583,974

Share based payment

-

-

174,204

174,204

Balance at 31 December 2023

1

(321,021,328

)

849,460

(320,171,867

)

Changes in equity

Profit for the year

-

60,059,335

-

60,059,335

Total comprehensive income

-

60,059,335

-

60,059,335

Share based payment

-

-

80,062

80,062

Share based payment

additional funding

-

-

(339,491

)

(339,491

)

Balance at 31 December 2024

1

(260,961,993

)

590,031

(260,371,961

)

Cash flows from operating activities

Cash generated from operations

17

(1,927,550

)

1,267,927

Taxation

(4,718,177

)

-

Taxation refund

1,375,803

-

Prior Tax adjustment

(231,443

)

-

Net cash from operating activities

(5,501,367

)

1,267,927

Cash flows from investing activities

Share based additional funding

(339,491

)

-

Interest received

204,052

170,859

Net cash from investing activities

(135,439

)

170,859

(Decrease)/increase in cash and cash equivalents

(5,636,806

)

1,438,786

Cash and cash equivalents at beginning of year

18

13,080,172

11,641,386

Cash and cash equivalents at end of year

18

7,443,366

13,080,172

1.	STATUTORY INFORMATION

Niantic International Technology 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 financial statements are prepared in USD ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest dollar.

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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7.

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 royalities received from other members within the Niantic group for the use of intellectual property.

Intangible assets

Intangible assets are measured at cost. Intellectual property is being amortised over the estimated life: 20% to 50% straight line basis.

Tangible fixed assets

Tangible fixed assets are measured at cost less accumulated depreciation. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment: 3 years straight line

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.

Share-based payments

The company participates in a group equity settled share based payment arrangement granted to its employees. The group has elected to recognise and measure its share-based payment expense by specifically calculating the expense at a subsidiary level. The calculation is based on the number of employee options which have vested during the period.

Foreign currencies

Transactions in currencies other than US Dollars 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 revalued at the rates prevailing on the reporting end date. Gains and losses arising on revaluation are included in the profit and loss account for the period.

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.

Financial instruments

The company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets

Basic financial assets, including trade and other receivables, cash and bank balances, and balances with fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 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.

Financial assets are derecognised when (a) the contractual rights to the cashflows from the asset expire or are settled or, (b) substantially all the risks and rewards of ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities

Basic financial liabilities, including trade and other payables, and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 and subsequently measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term deposits.

Short-term debtors and creditors

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

Going concern

Management has determined that the Company is a going concern, based on strong financial performance and favorable industry trends. The Company's forecast projects continued growth, and with positive cash flow and sufficient reserves, the company is well-positioned to sustain operations for the foreseeable future.

3.	CRITICAL ACCOUNTING 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Taxation

The company establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities of the consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Management estimation is required to determine the amount of deferred tax assets that can be recognised based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31/12/24

31/12/23

$

$

Royalties

236,606,158

193,395,194

236,606,158

193,395,194

An analysis of turnover by geographical market is given below:

31/12/24

31/12/23

$

$

United Kingdom

236,606,158

193,395,194

236,606,158

193,395,194

5.	EMPLOYEES AND DIRECTORS

31/12/24

31/12/23

$

$

Wages and salaries

8,144,715

8,441,217

Social security costs

1,082,429

1,029,830

Other pension costs

337,207

337,628

9,564,351

9,808,675

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

31/12/24

31/12/23

41

43

The directors did not receive any remuneration or benefits in kind during the financial year.

6.	OPERATING PROFIT

The operating profit is stated after charging:

31/12/24

31/12/23

$

$

Depreciation - owned assets

30,981

58,443

Intellectual property amortisation

-

8,215,060

Foreign exchange differences

84,517

33,909

7.	AUDITORS' REMUNERATION

31/12/24

31/12/23

$

$

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

19,790

19,095

8.

TAXATION

Analysis of the tax charge

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

31/12/24

31/12/23

$

$

Current tax:

UK corporation tax

4,949,620

-

Adjustment to prior year tax

(1,375,803

)

-

Tax on profit

3,573,817

-

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:

31/12/24

31/12/23

$

$

Profit before tax

63,633,152

2,583,974

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 19%)

15,908,288

490,955

Effects of:

Group relief

(15,908,288

)

(490,955

)

Foreign tax

4,949,620

-

Tax refund

(1,144,360

)

-

Prior year tax adjustment

(231,443

)

-

Total tax charge

3,573,817

-

9.	INTANGIBLE FIXED ASSETS

Intellectual

property

$

Cost

At 1 January 2024

and 31 December 2024

89,440,398

Amortisation

At 1 January 2024

and 31 December 2024

89,440,398

Net book value

At 31 December 2024

-

At 31 December 2023

-

10.	TANGIBLE FIXED ASSETS

Computer

equipment

$

Cost

At 1 January 2024

and 31 December 2024

221,131

Depreciation

At 1 January 2024

190,150

Charge for year

30,981

At 31 December 2024

221,131

Net book value

At 31 December 2024

-

At 31 December 2023

30,981

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

$

$

Other debtors

-

80,453

VAT

16,278

14,525

Prepayments

579,170

529,669

595,448

624,647

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

$

$

Amounts owed to group undertakings

260,700,286

331,285,227

Tax

4,949,620

231,443

Social security and other taxes

377,074

487,649

Other creditors

6,380

39,572

Accrued expenses

2,377,415

1,863,776

268,410,775

333,907,667

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/12/24

31/12/23

value:

$

$

1

Ordinary

1

1

1

The Ordinary Shares rank pari passu and carry full rights to vote, receive dividends, and participate in capital distributions, including in the event of a winding up. These shares do not confer any rights of redemption.

14.

RESERVES

Retained

Other

earnings

reserves

Totals

$

$

$

At 1 January 2024

(321,021,328

)

849,460

(320,171,868

)

Profit for the year

60,059,335

-

60,059,335

Share based payment

-

80,062

80,062

Share based payment

additional funding

-

(339,491

)

(339,491

)

At 31 December 2024

(260,961,993

)

590,031

(260,371,962

)

The profit and loss account includes all current retained profits and losses, less any dividend paid. Other reserves comprise the share based compensation reserve.

15.	RELATED PARTY DISCLOSURES

Related party transactions during the financial year were made within the normal course of business.

At the balance sheet date, the following amounts are included within creditors.

$52,508,097 (2023 - $48,965,030) owed to Niantic International Holdings Limited the direct parent company. The variation between years is due to interest charge on intercompany loan.

$321,442,971 (2023 - $497,125,465) owed to Niantic, Inc the ultimate controlling party. Variation between years is due to recharge of administrative and Research and development costs.

$113,250,782 (2023 - $214,805,268 ) owed from Niantic International Limited a company under direct common control. Variation is due to transactions under the distribution agreement and prior year adjustment.

16.	SHARE-BASED PAYMENT TRANSACTIONS

The company participates in a share option scheme for its 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. Fair value is measured using the Black Scholes pricing model which is considered by management to be the most appropriate method of valuation.

The company has taken advantage of the exemption provided in FRS 102 Section 1.12D not to disclose details of share based payment arrangements concerning equity instruments of another group entity.