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Registered number: 04623196 CRITICALEYE (EUROPE) LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 TWP ACCOUNTING LLP Chartered Accountants & Statutory Auditors The Old Rectory Church Street Weybridge Surrey KT13 8DE
CRITICALEYE (EUROPE) LIMITED COMPANY INFORMATION
Directors | M R Blagg
| A J Minton
| C J H Wagstaff
| J A David
Registered number | 04623196
Registered office | The Old Rectory
| Church Street
| Weybridge
| Surrey
| KT13 8DE
Independent auditor | TWP Accounting LLP
| Chartered Accountants & Statutory Auditors
| The Old Rectory
| Church Street
| Weybridge
| Surrey
| KT13 8DE
CRITICALEYE (EUROPE) LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditor's Report | 5 - 8
Consolidated Statement of Comprehensive Income | 9
Consolidated Balance Sheet | 10
Company Balance Sheet | 11
Consolidated Statement of Changes in Equity | 12
Company Statement of Changes in Equity | 13
Consolidated Statement of Cash Flows | 14
Consolidated Analysis of Net Debt | 15
Notes to the Financial Statements | 16 - 30
CRITICALEYE (EUROPE) LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 MAY 2025
Review of the business
Criticaleye has 23 years of experience transforming global leaders. Through a combination of targeted strategic guidance, mentorship and immersive learning experiences, Criticaleye empowers our community of current and aspiring CEOs, CFOs, CPOs, Chairs and non-executives with the skills and insights necessary to become world-class leaders. Strengthening leadership capabilities, managing stakeholders and challenging strategy through wider reference points enables leaders to thrive in the fast-paced business landscapes of today.
Development and Performance
It was a really solid year for Criticaleye as we focused on profitability and tightened our operational delivery. This focus ensures we are delivering worldclass services enabling us to achieve high renewal rates and speed up our customer acquisition globally. Our sector has gone through a complex environment both on national and global levels leaving a number of competing solutions in a weak position. We announced a significant increase in our fees during the year and have seen retention and member acquisition accelerate post fee increase, a strong indicator of the world-class service that we are delivering. We have continued to roll out our global solutions with an ability to deliver our service “anywhere, anytime”, resulting in expanded global work including significant client gains in the USA and Asia. We continue to enhance our brand presence and visibility with a focus on the following: Chair, CEO, CFO and Chief People Officer. Whilst our work continues to deliver in all asset classes, interestingly, we have seen an uplift in family-owned companies, serving to reinforce the strength of our offering to achieve customer impact across a truly diverse landscape.
Principal risks and uncertainties
There is no shortage of complexity, from geopolitics through to cyber risks. Our business structure, customer diversity and market insight offers us the ability to take advantage of operating and environmental changes.
Going Concern
The Directors assess that the company will have sufficient funds to meet all the financial liabilities as they fall due.
Financial key performance indicators
The Company’s key financial performance indicators during the year were as follows:
|  | FY 2025 | FY 2024 | FY 2023
Group Turnover |  | £4,730,690 | £5,014,868 | £4,808,768
Group EBITDA % of Turnover |  | 16% | 7% | 9%
Financial Year 2025 marked a significant step forward in the Group’s profitability, with EBITDA margins strengthening to 16% (FY 2024: 7%), reflecting disciplined cost management and improved operational efficiency. The Group is well positioned, and we will remain focused on sustaining profitability while closely monitoring market conditions.
Page 1
CRITICALEYE (EUROPE) LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025 This report was approved by the board on 10 February 2026 and signed on its behalf.
M R Blagg Director
Page 2
CRITICALEYE (EUROPE) LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MAY 2025 The directors present their report and the financial statements for the year ended 31 May 2025.
Principal activity
The principal activity of the business is a membership based network for senior business leaders across very diverse sectors.
Directors
The directors who served during the year were:
M R Blagg
A J Minton
C J H Wagstaff
J A David
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the company since the balance sheet date. Page 3
CRITICALEYE (EUROPE) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MAY 2025
Auditor
The auditor, TWP Accounting LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 10 February 2026 and signed on its behalf.
M R Blagg Director
Page 4
CRITICALEYE (EUROPE) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICALEYE (EUROPE) LIMITED
Opinion
We have audited the financial statements of Criticaleye (Europe) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 May 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 Group's and of the parent Company's affairs as at 31 May 2025 and of the Group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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. Page 5
CRITICALEYE (EUROPE) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICALEYE (EUROPE) LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.
Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company 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 Directors' Responsibilities Statement set out on page 3, 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 is 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 6
CRITICALEYE (EUROPE) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICALEYE (EUROPE) LIMITED (CONTINUED)
Auditor's 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 an Auditor's Report 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 Group financial statements. 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: ∙Obtain an understanding of the policies and procedures management have in place to detect and prevent fraud and non-compliance with laws and regulations. ∙Enquire of management any cases of actual or suspected fraud and non-compliance with laws and regulations. ∙Enquire of management and those charged with governance around actual and potential litigation and claims. ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. ∙Assess the key risk areas within the financial statements which are susceptible to fraud or error and design our audit approach thereon. ∙Perform substantive tests on a sample of transactions throughout the financial statements to ensure that no material errors have been identified. ∙Perform cut off tests on a sample of transactions to ensure income has been accounted for in the correct period. ∙Review of after year end information to ensure expenditure has been accounted for in the correct period. ∙Perform analytical review procedures to identify any irregularities and investigation thereon. ∙Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. ∙Enquire from component auditors whether there are any litigation claims, suspected fruad or non-compliance with laws and regulations. ∙Review the work carried out by component auditors to ensure the audit of the components have been conducted within the auditing standards and that the component auditors have the required skills and compotence to perform the audit. 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 Auditor's Report. Page 7
CRITICALEYE (EUROPE) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICALEYE (EUROPE) LIMITED (CONTINUED)
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 an Auditor's Report 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. Paul Hawksley FCA, MAAT, CTA (Senior Statutory Auditor) for and on behalf of TWP Accounting LLP Chartered Accountants & Statutory Auditors The Old Rectory Church Street Weybridge Surrey KT13 8DE 11 February 2026 Page 8
CRITICALEYE (EUROPE) LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MAY 2025
| 2025 | 2024
Note | £ | £
Turnover | 3 | 4,730,690 | 5,014,868
Cost of sales |  | (1,120,981) | (1,250,127)
Gross profit |  | 3,609,709 | 3,764,741
Administrative expenses |  | (3,337,560) | (3,862,195)
Operating profit/(loss) | 4 | 272,149 | (97,454)
Interest receivable and similar income |  | 693 | 9,575
Interest payable and similar expenses |  | (6,928) | (15,177)
Profit/(loss) before taxation |  | 265,914 | (103,056)
Tax on profit/(loss) | 8 | (57,171) | 52,542
Profit/(loss) for the financial year |  | 208,743 | (50,514)
Profit/(loss) for the year attributable to: |  |  |
Owners of the parent Company |  | 208,743 | (50,514)
|  | 208,743 | (50,514)
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 16 to 30 form part of these financial statements.
Page 9
CRITICALEYE (EUROPE) LIMITED REGISTERED NUMBER: 04623196 CONSOLIDATED BALANCE SHEET AS AT 31 MAY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 9 |  | 1,060,509 |  | 1,011,712
Tangible assets | 10 |  | 6,820 |  | 7,008
|  |  | 1,067,329 |  | 1,018,720
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 12 | 3,110,218 |  | 2,549,470 |
Cash at bank and in hand | 13 | 423,966 |  | 163,891 |
|  | 3,534,184 |  | 2,713,361 |
Creditors: amounts falling due within one year | 14 | (3,780,905) |  | (3,082,387) |
Net current liabilities |  |  | (246,721) |  | (369,026)
Total assets less current liabilities |  |  | 820,608 |  | 649,694
Creditors: amounts falling due after more than one year | 15 |  | - |  | (95,000)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 16 | (134,953) |  | (77,782) |
|  |  | (134,953) |  | (77,782)
Net assets |  |  | 685,655 |  | 476,912
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 138 |  | 138
Share premium account | 18 |  | 476,487 |  | 476,487
Profit and loss account | 18 |  | 209,030 |  | 287
|  |  | 685,655 |  | 476,912
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 February 2026.
M R Blagg
Director
The notes on pages 16 to 30 form part of these financial statements. Page 10
CRITICALEYE (EUROPE) LIMITED REGISTERED NUMBER: 04623196 COMPANY BALANCE SHEET AS AT 31 MAY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 9 |  | 1,060,509 |  | 1,011,712
Tangible assets | 10 |  | 6,410 |  | 6,429
Investments | 11 |  | 50,001 |  | 50,001
|  |  | 1,116,920 |  | 1,068,142
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 12 | 2,959,238 |  | 2,521,582 |
Cash at bank and in hand | 13 | 376,626 |  | 136,956 |
|  | 3,335,864 |  | 2,658,538 |
Creditors: amounts falling due within one year | 14 | (3,562,249) |  | (3,056,650) |
Net current liabilities |  |  | (226,385) |  | (398,112)
Total assets less current liabilities |  |  | 890,535 |  | 670,030
Provisions for liabilities |  |  |  |  |
Deferred taxation | 16 | (134,953) |  | (77,782) |
|  |  | (134,953) |  | (77,782)
Net assets |  |  | 755,582 |  | 592,248
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 138 |  | 138
Share premium account | 18 |  | 476,487 |  | 476,487
Profit and loss account | 18 |  | 278,957 |  | 115,623
|  |  | 755,582 |  | 592,248
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 February 2026.
M R Blagg
Director
The notes on pages 16 to 30 form part of these financial statements. Page 11
CRITICALEYE (EUROPE) LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 June 2023 | 138 | 476,487 | 50,801 | 527,426
Profit for the year | - | - | (50,514) | (50,514)
At 1 June 2024 | 138 | 476,487 | 287 | 476,912
Profit for the year | - | - | 208,743 | 208,743
At 31 May 2025 | 138 | 476,487 | 209,030 | 685,655
| The notes on pages 16 to 30 form part of these financial statements.
Page 12
CRITICALEYE (EUROPE) LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 June 2023 | 138 | 476,487 | 143,359 | 619,984
Profit for the year | - | - | (27,736) | (27,736)
At 1 June 2024 | 138 | 476,487 | 115,623 | 592,248
Profit for the year | - | - | 163,334 | 163,334
At 31 May 2025 | 138 | 476,487 | 278,957 | 755,582
| The notes on pages 16 to 30 form part of these financial statements.
Page 13
CRITICALEYE (EUROPE) LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MAY 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 208,743 | (50,514)
Adjustments for: |  |
Amortisation of intangible assets | 509,525 | 431,523
Depreciation of tangible assets | 4,244 | 9,580
Interest paid | 6,928 | 15,177
Interest received | (693) | (9,575)
Taxation charge | 57,171 | (52,542)
(Increase)/decrease in debtors | (560,746) | 15,150
Increase in creditors | 603,515 | 36,606
Net cash generated from operating activities | 828,687 | 395,405
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (558,323) | (538,210)
Purchase of tangible fixed assets | (4,054) | (8,198)
Sale of tangible fixed assets | - | 447
Interest received | 693 | 9,575
Net cash from investing activities | (561,684) | (536,386)
Cash flows from financing activities |  |
Repayment of loans | - | (20,833)
Repayment of non convertible 8% bonds | - | (100,000)
Interest paid | (6,928) | (15,177)
Net cash used in financing activities | (6,928) | (136,010)
Net increase/(decrease) in cash and cash equivalents | 260,075 | (276,991)
Cash and cash equivalents at beginning of year | 163,891 | 440,882
Cash and cash equivalents at the end of year | 423,966 | 163,891
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 423,966 | 163,891
| 423,966 | 163,891
The notes on pages 16 to 30 form part of these financial statements.
Page 14
CRITICALEYE (EUROPE) LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 MAY 2025
|  | At 1 June 2024 | Cash flows | At 31 May 2025
|  | £ | £ | £
Cash at bank and in hand | 163,891 | 260,075 | 423,966
Debt due after 1 year | (95,000) | - | (95,000)
Debt due within 1 year | - | - | -
| 68,891 | 260,075 | 328,966
The notes on pages 16 to 30 form part of these financial statements.
Page 15
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
1. | General information
Criticaleye (Europe) Limited is incorporated in England and Wales and limited by shares. The principal activity of the business is a membership based network for senior business leaders across very diverse sectors. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
After reviewing the projected cash flows and projections taking into account changes in trading performance, the directors are confident that the Group and Company has adequate resources to continue in operational existence for the foreseeable future and meet its financial obligations. Therefore they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
| 2.4 | Turnover
Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts. Fee income from membership contracts is recognised over the period of the membership. Income generated from the sponsorship of events is recognised as earned on the occurrence of the event. Amounts invoiced during the year, which relate to membership periods after the balance sheet or events occurring after the balance sheet date are shown in creditors as accruals and deferred income and the associated costs are shown in prepayments. Page 16
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.5 | 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. 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:
|  |  |  | Fixtures and fittings | - | 33% | straight line
|  |  |  | Office equipment | - | 33% | - 50% straight line
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.
| 2.6 | Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.7 | 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.
| 2.8 | Cash
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 Consolidated 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 Group's cash management.
| 2.9 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 17
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.10 | Foreign currencies
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 rate 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.
| 2.11 | Website
Website expenditure is only recognised on the balance sheet where it is specifically for the development, rather than for maintenance and general updates, within intangible fixed assets. The website is being amortised over 3 years.
| 2.12 | Brand development
Brand expenditure is only recognised on the balance sheet where it is separately identifiable and where the brand could be sold separately from the rest of the business. The brand is being amortised over 10 years.
| 2.13 | Research and development
Development costs are capitalised within intangible assets where they can be identified with a specific product or project anticipated to produce future benefits. These are amortised over 5 years on a straight line basis representing the anticipated life of the benefits arising from the completed product or project. Deferred research and development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance any related research and development is written off to the Profit and loss account.
| 2.14 | Operating leases
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and 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. Page 18
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 2.Accounting policies (continued)
| 2.15 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.
| 2.16 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 19
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
3. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Membership | 3,325,874 | 3,660,962
| Sponsorship of events | 1,404,816 | 1,353,906
|  | 4,730,690 | 5,014,868
| 14% of the group's turnover (2024 - 19%) is attributable to geographical markets outside the United Kingdom.
4. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (966) | (1,138)
| Other operating lease rentals | 346,044 | 346,486
5. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements | 17,925 | 17,350
Page 20
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 2,411,021 | 2,591,952 | 2,338,851 | 2,521,867
| Social security costs | 254,974 | 267,678 | 254,974 | 267,678
| Cost of defined contribution scheme | 108,308 | 106,006 | 106,518 | 104,177
|  | 2,774,303 | 2,965,636 | 2,700,343 | 2,893,722
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Employee | 52 | 56 | 51 | 55
7. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 504,000 | 512,000
| Group contributions to defined contribution pension schemes | 57,026 | 55,681
|  | 561,026 | 567,681
| During the year retirement benefits were accruing to 4 directors (2024 - 4) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £126,000 (2024 - £126,000).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £16,632 (2024 - £15,994).
| The above shows the total remuneration paid to the directors during the year. Directors remuneration of £142,632 (2024 - £141,994) was capitalised in the year as intangible assets.
Page 21
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
8. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | 57,171 | (52,542)
| Total deferred tax | 57,171 | (52,542)
| Tax on profit/(loss) | 57,171 | (52,542)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 265,914 | (103,056)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 66,479 | (25,764)
| Effects of: |  |
| Non-tax deductible amortisation | 53,649 | 50,933
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 1,265 | 2,283
| Capital allowances for year in excess of depreciation | (1,318) | (1,215)
| Utilisation of tax losses | (58,659) | -
| Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax | 893 | 119
| Short-term timing difference leading to an increase (decrease) in taxation | 57,171 | (52,542)
| Income not taxed in the UK | (11,352) | 5,695
| Adjustment in research and development leading to an increase (decrease) in the tax charge | (50,957) | (57,323)
| Unrelieved tax losses carried forward | - | 25,272
| Total tax charge for the year | 57,171 | (52,542)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 22
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
9. | Intangible assets
| Group and Company
|  | Website | Research & development | Brand development | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 June 2024 | 810,280 | 1,047,395 | 77,169 | 1,934,844
| Additions | 354,500 | 203,823 | - | 558,323
| Disposals | (200,788) | (154,936) | - | (355,724)
| At 31 May 2025 | 963,992 | 1,096,282 | 77,169 | 2,137,443
| Amortisation |  |  |  |
| At 1 June 2024 | 365,883 | 480,080 | 77,169 | 923,132
| Charge for the year on owned assets | 294,930 | 214,596 | - | 509,526
| On disposals | (200,788) | (154,936) | - | (355,724)
| At 31 May 2025 | 460,025 | 539,740 | 77,169 | 1,076,934
| Net book value |  |  |  |
| At 31 May 2025 | 503,967 | 556,542 | - | 1,060,509
| At 31 May 2024 | 444,397 | 567,315 | - | 1,011,712
Page 23
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
10. | Tangible fixed assets
| Group
|  | Computer equipment
|  | £
| Cost or valuation |
| At 1 June 2024 | 119,024
| Additions | 4,054
| At 31 May 2025 | 123,078
| Depreciation |
| At 1 June 2024 | 112,016
| Charge for the year on owned assets | 4,242
| At 31 May 2025 | 116,258
| Net book value |
| At 31 May 2025 | 6,820
| At 31 May 2024 | 7,008
Page 24
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025 10.Tangible fixed assets (continued)
| Company
|  | Computer equipment
|  | £
| Cost or valuation |
| At 1 June 2024 | 117,005
| Additions | 4,054
| At 31 May 2025 | 121,059
| Depreciation |
| At 1 June 2024 | 110,576
| Charge for the year on owned assets | 4,073
| At 31 May 2025 | 114,649
| Net book value |
| At 31 May 2025 | 6,410
| At 31 May 2024 | 6,429
Page 25
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
11. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 June 2024 | 50,001
| At 31 May 2025 | 50,001
| Net book value |
| At 31 May 2025 | 50,001
| At 31 May 2024 | 50,001
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Criticaleye (Asia) Limited | Ordinary | 100%
| Criticaleye Investments PLC | Ordinary | 100%
| The above subsidiaries have been included in the group financial statements.
Page 26
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
12. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Debtors due within one year |  |  |  |
| Trade debtors | 629,039 | 432,298 | 587,741 | 422,300
| Amounts owed by group undertakings | - | - | 86,725 | 96,959
| Other debtors | 1,501 | 20,268 | - | -
| Prepayments and accrued income | 2,479,678 | 2,096,904 | 2,284,772 | 2,002,323
|  | 3,110,218 | 2,549,470 | 2,959,238 | 2,521,582
13. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 423,966 | 163,891 | 376,626 | 136,956
|  | 423,966 | 163,891 | 376,626 | 136,956
14. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Non convertible 8% bonds | 95,000 | - | - | -
| Trade creditors | 235,081 | 234,233 | 233,991 | 232,622
| Amounts owed to group undertakings | - | - | 146,733 | 146,733
| Other taxation and social security | 240,814 | 326,121 | 240,552 | 325,823
| Accruals and deferred income | 3,210,010 | 2,522,033 | 2,940,973 | 2,351,472
|  | 3,780,905 | 3,082,387 | 3,562,249 | 3,056,650
| The Group has non convertible 8% bonds amounting to £95,000 (2024 - £nil) due within one year. The bonds are redeemable annually on 31st October, where a minimum of 6 months notice of redemption is provided by the bondholder.
Page 27
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
15. | Creditors: Amounts falling due after more than one year
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Non convertible 8% bonds | - | 95,000
|  | - | 95,000
The Group has in issue non convertible 8% bonds £95,000 (2024 - £95,000). The bonds are redeemable annually on 31st October, where a minimum of 6 months notice of redemption is provided by the bondholder. During the year, £95,000 (2024 - £nil) bonds were recognised within creditors due within one year for redemption notices served and expected by any bondholders with redemption dates within the next 12 months. During the year, £nil (2024 - £100,000) bonds were redeemed by bondholders.
16. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (77,782)
| Charged to profit or loss | (57,171)
| At end of year | (134,953)
| Company
|  | 2025
|  | £
| At beginning of year | (77,782)
| Charged to profit or loss | (57,171)
| At end of year | (134,953)
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Accelerated capital allowances | (134,953) | (77,782) | (134,953) | (77,782)
|  | (134,953) | (77,782) | (134,953) | (77,782)
Page 28
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
17. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 13,763 (2024 - 13,763) Ordinary shares of £0.01 each | 138 | 138
18. | Reserves
Share premium account The share premium account represents the premium arising on the issue of shares, net of issue costs. Profit and loss account The profit and loss account represents cumulative profits and losses.
19. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £108,308 (2024 - £106,006). Contributions totaling £51,794 (2024 - £24,430) were payable to the fund at the balance sheet date and are included in creditors.
20. | Commitments under operating leases
| At 31 May 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Not later than 1 year | 201,846 | 202,061 | 198,450 | 198,450
|  | 201,846 | 202,061 | 198,450 | 198,450
Page 29
CRITICALEYE (EUROPE) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025
21. | Related party transactions
| The company is a wholly owned subsidiary and accordingly has taken the exemptions provided within paragraph 33.1A of FRS 102 and therefore transactions with group companies have not been disclosed. There is an amount included in trade creditors of £81 (2024 - £19) that was due to C J H Wagstaff, a director, in respect of expenses due. There is an amount included in trade creditors of £nil (2024 - £339) that was due to A J Minton, a director, in respect of expenses due. Criticaleye Investments PLC At the balance sheet date Criticaleye (Europe) Limited, the parent company, was guarantor of the bond issued by the company, limited to £95,000 (2024 - £95,000). At the balance sheet date, Matthew Blagg, a Director of the company, and his close family were owed £20,000 (2024 - £20,000) included within non convertible bonds and were paid interest of £1,600 (2024 - £1,600), with a total of £1,600 (2024 - £1,600) interest being due for the period. At the balance sheet date, close family of Andrew Minton, a director of the company, were owed £15,000 (2024 - £15,000) included within non convertible bonds and was paid interest of £1,200 (2024 - £1,200), with a total of £1,200 (2024 - £1,200) interest being due for the period.
22. | Controlling party
The company is controlled commonly by its directors. There is no one controlling party.
Page 30