REGISTERED NUMBER: 11137276 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements for the Year Ended 31 December 2024

for

DELINEA UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

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

DIRECTOR:

A W Gilliland

REGISTERED OFFICE:

Fourth Floor St James House

St James' Square

Cheltenham

GL50 3PR

REGISTERED NUMBER:

11137276 (England and Wales)

AUDITORS:

ML Audit LLP

Statutory Auditor

Freshford House

Redcliffe Way

Bristol

BS1 6NL

The director presents his strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Delinea UK Limited ("The Company") is primarily engaged in selling and marketing software products developed by the parent company Delinea Inc..

The Company generates revenue under a cost-plus model with monthly payments according to an ongoing service agreement with Delinea Inc., and hence, is expected to generate future taxable income.

Delinea Inc. ("The Group") are a leading SaaS and software provider of privileged access management (PAM) solutions that make security seamless for the modern, hybrid enterprise. The Groups platform seamlessly extends PAM by providing authorization for all identities, controlling access to an organization's most critical hybrid cloud infrastructure and sensitive data to help reduce risk, ensure compliance, and simplify security. The Group removes complexity and defines the boundaries of access for thousands of customers worldwide.

The director is pleased with the Groups activities and profitability during the year, the position of the business at the end of the year and hopeful this can be maintained in the following financial year.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group has in the past successfully raised both equity and debt financing to continue operations and growth. However, there remains a risk that the Group could be unable to generate sufficient operating funds and could not reduce operating spending sufficiently to continue growth.

The director has considered the company's exposure to credit risk, liquidity risk and cashflow risk. Given the nature of the company and its funding streams, the director is of the opinion that these risks are low.

FINANCIAL KEY PERFORMANCE INDICATORS

As the company is reimbursed for its operating costs, its revenue increases proportionately with operating expenses incurred during the year. Therefore, the key performance indicators are total operating spend, which is largely driven by employee compensation and benefits. The parent company, Delinea Inc., evaluates the sales transactions that are generated by the sales and marketing team. Since the sales transactions occur directly between the third party customers and Delinea Inc., they do not appear within the financial statements of the company.

OTHER KEY PERFORMANCE INDICATORS

An additional performance indicator is employee costs as a proportion to total expenses as recorded in the income statement of £13,076,831 (2023 - £10,499,102). For this financial year employee costs represented 80% of total expenses (2023 - 80%).

ON BEHALF OF THE BOARD:

A W Gilliland - Director

12 December 2025

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

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

RESEARCH AND DEVELOPMENT

In addition to the principal activities described earlier, certain employees of the company conducted software research and development with respect to the technology owned by Delinea Inc..

FUTURE DEVELOPMENTS

The director is expecting to see an increase in the company's engagement in sales and marketing events to help promote and drive awareness of the business brand.

DIRECTORS

A W Gilliland has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

S A Reiter resigned 4 December 2025

FINANCIAL INSTRUMENTS

The main financial instrument during the year relates to the intercompany balances between Delinea UK Limited and Delinea Inc.. A signed letter confirmation exists to support the balance as at 31 December 2024.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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 W Gilliland - Director

12 December 2025

Opinion

We have audited the financial statements of Delinea UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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 director, 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 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.

Sarah Jenkins (Senior Statutory Auditor)

for and on behalf of ML Audit LLP

Statutory Auditor

Freshford House

Redcliffe Way

Bristol

BS1 6NL

12 December 2025

TURNOVER

3

13,933,586

11,231,140

Administrative expenses

13,076,831

10,499,102

OPERATING PROFIT

5

856,755

732,038

Interest receivable and similar income

6

3,036

9,002

PROFIT BEFORE TAXATION

859,791

741,040

Tax on profit

7

241,931

225,249

PROFIT FOR THE FINANCIAL YEAR

617,860

515,791

FIXED ASSETS

Tangible assets

9

91,324

57,143

CURRENT ASSETS

Debtors

10

4,132,341

3,362,370

Cash at bank

760,899

659,835

4,893,240

4,022,205

CREDITORS

Amounts falling due within one year

11

1,163,875

1,209,909

NET CURRENT ASSETS

3,729,365

2,812,296

TOTAL ASSETS LESS CURRENT LIABILITIES

3,820,689

2,869,439

PROVISIONS FOR LIABILITIES

13

17,662

3,206

NET ASSETS

3,803,027

2,866,233

CAPITAL AND RESERVES

Called up share capital

14

100

100

Share based compensation

15

892,998

574,064

Retained earnings

15

2,909,929

2,292,069

SHAREHOLDERS' FUNDS

3,803,027

2,866,233

The financial statements were approved by the director and authorised for issue on 12 December 2025 and were signed by:

A W Gilliland - Director

Called up

Share

share

Retained

based

Total

capital

earnings

compensation

equity

£

£

£

£

Balance at 1 January 2023

100

1,776,278

295,450

2,071,828

Changes in equity

Profit for the year

-

515,791

-

515,791

Share based payments

-

-

278,614

278,614

Total comprehensive income

-

515,791

278,614

794,405

Balance at 31 December 2023

100

2,292,069

574,064

2,866,233

Changes in equity

Profit for the year

-

617,860

-

617,860

Share based payments

-

-

318,934

318,934

Total comprehensive income

-

617,860

318,934

936,794

Balance at 31 December 2024

100

2,909,929

892,998

3,803,027

Cash flows from operating activities

Cash generated from operations

1

513,889

808,555

Tax paid

(333,370

)

(336,307

)

Net cash from operating activities

180,519

472,248

Cash flows from investing activities

Purchase of tangible fixed assets

(82,491

)

(12,746

)

Interest received

3,036

9,002

Net cash from investing activities

(79,455

)

(3,744

)

Increase in cash and cash equivalents

101,064

468,504

Cash and cash equivalents at beginning of year

2

659,835

191,331

Cash and cash equivalents at end of year

2

760,899

659,835

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

2024

2023

£

£

Profit before taxation

859,791

741,040

Depreciation charges

48,309

27,217

Share based expense reserve

318,934

278,614

Finance income

(3,036

)

(9,002

)

1,223,998

1,037,869

Increase in trade and other debtors

(854,781

)

(228,164

)

Increase/(decrease) in trade and other creditors

144,672

(1,150

)

Cash generated from operations

513,889

808,555

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 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

760,899

659,835

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

659,835

191,331

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

659,835

101,064

760,899

659,835

101,064

760,899

Total

659,835

101,064

760,899

1.	STATUTORY INFORMATION

Delinea 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 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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption 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 26.18(b), 26.19 to 26.21 and 26.23.

The relevant information have been included in the consolidated accounts prepared by the parent company Delinea Parent 2021, Inc.. These consolidated financial statements can be obtained from 221 Main Street, Suite 1300, San Francisco, CA 94105, USA.

Significant judgements and estimates

In the application of the company’s accounting policies, the director is required to make judgements estimated and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The director has undertaken an assessment of the appropriate cost-plus percentage that is applied to its intercompany agreement with its parent company. This judgement in reviewed on an ongoing basis and will be subject to periodic re-assessment.

The director has made assumptions and judgements in the calculations which generate the share based payments expense included with in the profit and loss account. The assumptions and calculations are reviewed on an ongoing basis and changes are made where circumstances have changed.

There are no other critical accounting judgements or key sources of estimation uncertainty that are considered to have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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.

Depreciation is provided on the following basis:

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 a significant change since the last reporting date.

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

Going concern

The director has 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 its parent company Delinea Inc. which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the director continues to adopt the going concern basis of accounting in preparing the annual financial statements.

Financial instruments

The Company has elected to apply the provisions of Section 11 "Basic Financial Instruments" of FRS 102 to all of its financial instruments.

The Company has elected to apply the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial Liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers.

Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks, and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

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 currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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 rates 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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within `finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within `other operating income'.

Revenue

Revenue 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. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must be met before revenue is recognised.

The company is contracted by its parent company Delinea Inc. to provide sales and marketing services under an intercompany agreement. The Company is remunerated by its parent for these services.

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 or 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.

Interest income

Interest income is recognised in profit or loss on an accrual basis

Defined contribution pension plan

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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

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 balance sheet 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 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.

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

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.

3.

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:

2024

2023

£

£

Intercompany sales

13,933,586

11,231,140

13,933,586

11,231,140

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United States of America

13,933,586

11,231,140

13,933,586

11,231,140

4.	EMPLOYEES AND DIRECTORS

2024

2023 as restated

£

£

Wages and salaries

8,660,614

7,052,410

Social security costs

1,235,383

903,457

Share based compensation

318,934

278,614

Other pension costs

245,245

203,528

10,460,176

8,438,009

Prior year excluded Share based compensation, now included to more accurately reflect staff costs.

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

2024

2023

Sales and Marketing

55

53

Research and Development

4

5

General and Administration

14

10

Professional Services

7

-

80

68

2024

2023

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Depreciation - owned assets

48,310

27,217

Auditors' remuneration

13,900

12,400

Foreign exchange differences

53,986

2,709

Other operating lease rentals

455,338

306,074

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

£

£

Bank interest

3,036

9,002