Company registration number 08279964 (England and Wales)
INTEGRATE (EUROPE) LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
INTEGRATE (EUROPE) LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
INTEGRATE (EUROPE) LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
-
0
-
0
Tangible assets
4
24,863
27,786
Investments
5
126
126
24,989
27,912
Current assets
Debtors
6
3,204,857
341,207
Cash at bank and in hand
880,421
668,355
4,085,278
1,009,562
Creditors: amounts falling due within one year
7
(29,423,152)
(21,078,616)
Net current liabilities
(25,337,874)
(20,069,054)
Net liabilities
(25,312,885)
(20,041,142)
Capital and reserves
Called up share capital
8
100
100
Other reserves
2,384,755
2,384,755
Profit and loss reserves
(27,697,740)
(22,425,997)
Total equity
(25,312,885)
(20,041,142)

The notes on pages 3 to 11 form part of these financial statements.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 13 January 2026 and are signed on its behalf by:
S Mogel
Director
Company registration number 08279964 (England and Wales)
INTEGRATE (EUROPE) LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
100
2,382,785
(17,832,630)
(15,449,745)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(4,593,367)
(4,593,367)
Net shared based payment debit
-
1,970
-
1,970
Balance at 31 December 2023
100
2,384,755
(22,425,997)
(20,041,142)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(5,271,743)
(5,271,743)
Balance at 31 December 2024
100
2,384,755
(27,697,740)
(25,312,885)

The notes on pages 3 to 11 form part of these financial statements.

INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Integrate (Europe) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The company continues to incur losses and remains in a substantial net liability position at the reporting date, and is reliant on continued support from the wider group. The directors have received a signed legally enforceable letter of support from a fellow group company confirming that for a period of not less than one year following the approval of these financial statements it will:

- provide financial support as required to enable to company to continue operations; and

- not demand repayment of the intercompany creditor balance.

However, the fellow group company has also incurred losses, remains in a net liability position, and is dependent on further equity funding in order to remain a going concern.

The directors consider that such funding will be forthcoming, and therefore the financial statements have been prepared on a going concern basis. However, due to the uncertainty in outcome of any equity fundraising, the directors consider this to constitute a material uncertainty which may cast doubt on the company's ability to continue as a going concern. No adjustments have been made in respect of this.

1.3
Turnover

Turnover is recognised when control of services is transferred to the customers, in an amount that reflects the consideration the company expects to be entitled to in exchange for those services, net of discounts extended to the customer and any applicable sales taxes. The company determines revenue recognition through the following steps:

- identification of the contract, or contracts, with a customer;

- identification of the risks and rewards transferring within the contract; and

- determination of the transaction price.

The company generates turnover primarily from fees that provide customers access to its Event Lead Management ("ELM") software application and related services. These arrangements have contractual terms typically of one year, include recurring fixed plan subscription fees, and are generally invoiced annually in advance. Accordingly, at contract inception, this creates a material deferred income balance.

Arrangements with customers do not provide the customer with the right to take possession of the company's software at any time. Instead, customers are granted continuous access to the services over the contractual period. The company transfers control evenly over the contractual period by providing stand-ready service. Accordingly, the fixed consideration related to the subscription is recognised over time on a straight-line basis over the contract term beginning on the date the company's service is made available to the customer.

INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
Other income

In addition, the company receives a royalty fee, calculated on an arms' length basis, for sales of its ELM offering made by the intermediate parent company and bills this quarterly in arrears, recognising such fees as turnover at that point in time.

The company also recognises turnover through an arms' length reseller agreement where the company receives a fixed quarterly fee and variable consideration based on the volume of ELM contracts sold by the reseller.

Other operating income

Other operating income relates to the mark up received to compensate the company for time spent by staff working on projects for other group entities. The underlying amounts being recharged are netted within administrative expenses.

1.4
Intangible fixed assets other than goodwill

In the research phase of an internal project, it is not possible to demonstrate that a project will generate future economic benefits and hence all expenditure on research is recognised as an expense when incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate that the asset will generate probable future economic benefits and that its cost can be reliably measured.

The capitalised development costs are subsequently amortised over their finite useful economic lives. This is charged to ‘cost of sales’ in the statement of comprehensive income. Amortisation begins when the intangible asset is available for use and is charged as follows:

Internally developed software
3 years straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computer hardware
3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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 debtors, amounts owed by group undertakings, other debtors, and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities

Basic financial liabilities, including trade creditors, amounts owed to group undertakings, accruals and other creditors, 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable 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.

1.10
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.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Share-based payments

The intermediate parent company, Integrate.com Inc., operates an equity-settled share based remuneration scheme for senior employees. UK employees were eligible to participate in the long-term incentive scheme, with the only vesting condition being that the individual remains an employee of the company over the vesting period of four years. The company did not enter into any share based payment transactions with parties other than employees.

The expense in relation to options is recognised straight line in the profit and loss over the vesting period of four years, with an offsetting debit or credit to the capital contribution reserve reflecting the benefit provided by the intermediate parent company.

1.15
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
22
33
3
Intangible fixed assets
Internally developed software
£
Cost
At 1 January 2024 and 31 December 2024
1,690,809
Amortisation and impairment
At 1 January 2024 and 31 December 2024
1,690,809
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
-
0
INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
4
Tangible fixed assets
Computer hardware
£
Cost
At 1 January 2024
80,389
Additions
1,549
At 31 December 2024
81,938
Depreciation and impairment
At 1 January 2024
52,603
Depreciation charged in the year
4,472
At 31 December 2024
57,075
Carrying amount
At 31 December 2024
24,863
At 31 December 2023
27,786
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
126
126
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
65,405
305,453
Amounts owed by group undertakings
3,046,336
4,850
Other debtors
93,116
30,904
3,204,857
341,207

All amounts owed by group undertakings are unsecured, interest free and repayable on demand.

INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
7
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
44,048
46,585
Amounts owed to group undertakings
29,024,650
20,477,074
Deferred income
10,184
345,004
Other creditors
17,719
10,079
Accruals
326,551
199,874
29,423,152
21,078,616

All amounts owed to group undertakings are unsecured, interest free and repayable on demand.

8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

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 loss 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.

Material uncertainty related to going concern

INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Audit report information
(Continued)
- 10 -

We draw attention to note 1.2 in the financial statements, which indicates that t he company continues to incur losses and remains in a substantial net liability position at the reporting date, and is reliant on continued support from the wider group. The directors have received a signed legally enforceable letter of support from a fellow group company confirming that for a period of not less than one year following the approval of these financial statements it will:

- provide financial support as required to enable the company to continue operations; and

- not demand repayment of the intercompany creditor balance.

However, the fellow group company has also incurred losses, remains in a net liability position, and is dependent on further equity funding in order to remain a going concern. The directors consider that such funding will be forthcoming, and therefore the financial statements have been prepared on a going concern basis. However, due to the uncertainty in outcome of any equity fundraising, the directors consider this to constitute a material uncertainty which may cast doubt on the company's ability to continue as a going concern. No adjustments have been made in respect of this.

As stated in note 1.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Senior Statutory Auditor:
Christopher Cairns BSc FCA
Statutory Auditor:
Alliotts LLP
Date of audit report:
13 January 2026
10
Related party transactions
2024
2023
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
29,024,650
20,477,074

The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
3,046,336
4,850
Other information

The company has taken advantage of the exemption under FRS 102, para 1AC.35, stating that d etails need not be given in respect of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly-owned by such a member.

11
Parent company
INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Parent company
(Continued)
- 11 -

The immediate parent company is Akkroo Solutions Limited, a company incorporated in the United Kingdom. The intermediate parent company is Integrate.com, Inc, a company incorporated in the United States of America with registered office 111 West Monroe Street,19th Floor, Phoenix, AZ 85003, United States. The ultimate controlling party is Infinity Group Holdings, LP.

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