REGISTERED NUMBER: 11852821 (England and Wales)

Financial Statements for the Year Ended 31 January 2025

for

DIALPAD UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

B L Gue

B T Reed

REGISTERED OFFICE:

5 New Street Square

London

EC4A 3TW

REGISTERED NUMBER:

11852821 (England and Wales)

INDEPENDENT AUDITORS:

Byrd Link Audit & Accountancy Services Limited

Statutory Auditor

Honeybourne Place

Jessop Avenue

Cheltenham

Gloucestershire

GL50 3SH

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

77,186

35,313

77,186

35,313

CURRENT ASSETS

Debtors: amounts falling due within one year

6

127,080

180,775

Cash at bank

644,012

525,592

771,092

706,367

CREDITORS

Amounts falling due within one year

7

1,833,019

2,216,719

NET CURRENT LIABILITIES

(1,061,927

)

(1,510,352

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(984,741

)

(1,475,039

)

CAPITAL AND RESERVES

Called up share capital

8

1

1

Revaluation reserve

3,988

3,988

Other reserves

953,290

640,827

Retained earnings

(1,942,020

)

(2,119,855

)

SHAREHOLDERS' FUNDS

(984,741

)

(1,475,039

)

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 16 January 2026 and were signed on its behalf by:

B L Gue - Director

1.	STATUTORY INFORMATION

Dialpad 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.

Turnover

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 is contracted by its parent company Dialpad Inc., to deliver marketing and support services under and intercompany agreement - the company is remunerated by its parent for these services.

Goodwill

Goodwill, being the amount paid in consideration with the acquisition of a business in Kare technologies, is being amortised evenly over its estimated useful life of 3 years.

Intangible assets

Other Intangible Assets

Intangible assets are initially recognised at cost. After recognised, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful life for other intangible assets is as follows:

Developed Technology - 3 years

Assembled workforce - 2 years

Tangible fixed assets

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

Computer 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.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Going concern

The directors have sought and received response from the parent company that financial support will be forthcoming for the next 12 months. On this basis, the director continues to adopt the going concern basis of accounting in preparing the annual financial statements.

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.

Debtors

Short term debtors are measured at transaction price, less an impairment.

Creditors

Short term creditors are measured at the transaction price.

Shared 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 statement of financial position 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 34 (2024 - 22 ) .

4.	INTANGIBLE FIXED ASSETS

Development

costs

£

Cost

At 1 February 2024

and 31 January 2025

156,340

Amortisation

At 1 February 2024

and 31 January 2025

156,340

Net book value

At 31 January 2025

-

At 31 January 2024

-

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

Cost

At 1 February 2024

68,904

Additions

62,862

At 31 January 2025

131,766

Depreciation

At 1 February 2024

33,591

Charge for year

20,989

At 31 January 2025

54,580

Net book value

At 31 January 2025

77,186

At 31 January 2024

35,313

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

40,911

79,704

Bad debt provision

-

10,080

Other debtors

49,802

49,346

VAT

18,748

41,645

Prepayments and accrued income

17,619

-

127,080

180,775

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

28,923

22,804

Amounts owed to group undertakings

1,586,206

1,951,557

Corporation tax

40,953

-

Social security and other taxes

40,709

49,182

Other creditors

2,059

16,960

Accruals and deferred income

80,612

114,250

Accrued expenses

53,557

61,966

1,833,019

2,216,719

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

ORDINARY

1

1

1

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

The Report of the Auditors was unqualified.

Nathan Smith ACA (Senior Statutory Auditor)

for and on behalf of Byrd Link Audit & Accountancy Services Limited

10.	SHARE BASED PAYMENTS

The company participates in a share option scheme for all 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.

The vesting period is four years. If the options remain unexercised after a period of ten years from the date of the grant the options expire. Options are forfeited if the employee leaves the company before the options vest.

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of section 33.1A of the 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.

12.	ULTIMATE CONTROLLING PARTY

The company is a wholly-owned subsidiary of Highfive Technologies, Inc. which is a wholly-owned subsidiary of Dialpad Inc., a company incorporated in the United States of America.

The smallest group in which the results of the company are consolidated is that headed by Dialpad Inc., with its registered office at 2700 Camino Ramon, Suite 490, San Ramon, CA 94583.