REGISTERED NUMBER: 10626886 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

TUBULAR LABS UK LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

Joseph Hartnett

John Saroff

REGISTERED OFFICE:

Fourth Floor St James House

St James' Square

Cheltenham

GL50 3PR

REGISTERED NUMBER:

10626886 (England and Wales)

SENIOR STATUTORY AUDITOR:

Sarah Jenkins

AUDITORS:

ML Audit LLP

Statutory Auditor

Freshford House

Redcliffe Way

Bristol

BS1 6NL

CURRENT ASSETS

Debtors

4

1,346,074

1,306,743

Cash at bank

123,194

43,413

1,469,268

1,350,156

CREDITORS

Amounts falling due within one year

5

195,723

207,100

NET CURRENT ASSETS

1,273,545

1,143,056

TOTAL ASSETS LESS CURRENT LIABILITIES

1,273,545

1,143,056

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Other reserves

1,532

-

Retained earnings

1,271,013

1,142,056

1,273,545

1,143,056

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 Statement of comprehensive income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

Joseph Hartnett - Director

1.	STATUTORY INFORMATION

Tubular Labs 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 (£).

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.

Please note there has been a departure from the Standard relating to going concern as the directors intend to cease trade and continue with the company as a dormant entity in the near future and therefore deem it inappropriate to prepare under the going concern basis.

The figures are rounded to the nearest £.

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, 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 no estimates and assumptions which are considered to have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

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 company's sole customer is its ultimate parent company, who it is contracted to deliver services under an intercompany agreement. The company is remunerated by its parent for these services.

Financial instruments

The company has elected to apply the provisions of Section 11 "Basic Financial Instruments" of IFRS 102 to all of its 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.

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 accounts in arriving at the operating result.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Pensions - 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 Statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

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.

Interest Income

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

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, 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.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2023 - 16 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Amounts owed by group undertakings

1,340,051

1,304,516

Other debtors

6,023

2,227

1,346,074

1,306,743

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Trade creditors

20,846

5,603

Taxation and social security

6,484

57,774

Other creditors

168,393

143,723

195,723

207,100

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

The Report of the Auditors was unqualified. Note 2 to the financial statements explains that the directors intend to make the company dormant and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 2. The opinion is not modified in respect of this matter.

Mrs. Sarah Jenkins (Senior Statutory Auditor)

for and on behalf of ML Audit LLP

7.	PENSION COMMITMENTS

The company operates a defined contributions 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 £31,246 (2023 - £33,611). Contributions payable at the year end amounted to £12,050 (2023 - £7,593).

8.	RELATED PARTY DISCLOSURES

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.

9.	POST BALANCE SHEET EVENTS

On 1st July 2025, all employees of the Company were transferred to Lineup Systems Ltd under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE). The transfer took place after the reporting date and does not relate to conditions existing at that date. Accordingly, this represents a non-adjusting post balance sheet event.

10.	ULTIMATE CONTROLLING PARTY

The Company's immediate undertaking is Tubular Labs, Inc., a company registered in the United States of America. The ultimate beneficial owner of the Company is Cuadrilla Capital LLC.

The smallest group in which the results of the company are consolidated is that headed by Chartbeat, Inc.. Copies of group financial statements are available from 153 Castro Street, Suite 300, Mountain View, California, 94041, United States of America.

11.	PRIOR YEAR ADJUSTMENT

It was noted during the current year that the share option plan that had been in place during the previous year had been cancelled during 2023. Therefore, a prior year adjustment has been included to transfer the

accumulated share-based compensation reserve of £284,600 to the retained earnings reserve. The adjustment had no impact on profit.