Silverfin false false true 31/12/2025 01/10/2024 31/12/2025 T Marshall 06/12/2019 S Rohwer 01/05/2023 T Zecchin 01/05/2023 31 March 2026 12083495 2025-12-31 12083495 bus:Director1 2025-12-31 12083495 bus:Director2 2025-12-31 12083495 bus:Director3 2025-12-31 12083495 core:RetainedEarningsAccumulatedLosses 2023-10-01 12083495 core:RetainedEarningsAccumulatedLosses 2022-10-01 12083495 core:RetainedEarningsAccumulatedLosses 2024-10-01 12083495 2024-09-30 12083495 core:CurrentFinancialInstruments 2025-12-31 12083495 core:CurrentFinancialInstruments 2024-09-30 12083495 core:Non-currentFinancialInstruments 2025-12-31 12083495 core:Non-currentFinancialInstruments 2024-09-30 12083495 core:ShareCapital 2025-12-31 12083495 core:ShareCapital 2024-09-30 12083495 core:RetainedEarningsAccumulatedLosses 2025-12-31 12083495 core:RetainedEarningsAccumulatedLosses 2024-09-30 12083495 2023-09-30 12083495 core:Goodwill 2024-09-30 12083495 core:Goodwill 2025-12-31 12083495 core:FurnitureFittings 2024-09-30 12083495 core:OfficeEquipment 2024-09-30 12083495 core:FurnitureFittings 2025-12-31 12083495 core:OfficeEquipment 2025-12-31 12083495 bus:OrdinaryShareClass1 2025-12-31 12083495 2024-10-01 2025-12-31 12083495 bus:FullAccounts 2024-10-01 2025-12-31 12083495 bus:FRS102 2024-10-01 2025-12-31 12083495 bus:Audited 2024-10-01 2025-12-31 12083495 bus:PrivateLimitedCompanyLtd 2024-10-01 2025-12-31 12083495 bus:Director1 2024-10-01 2025-12-31 12083495 bus:Director2 2024-10-01 2025-12-31 12083495 bus:Director3 2024-10-01 2025-12-31 12083495 2023-10-01 2024-09-30 12083495 core:Goodwill core:TopRangeValue 2024-10-01 2025-12-31 12083495 core:Goodwill 2024-10-01 2025-12-31 12083495 core:FurnitureFittings core:TopRangeValue 2024-10-01 2025-12-31 12083495 core:OfficeEquipment core:TopRangeValue 2024-10-01 2025-12-31 12083495 1 2024-10-01 2025-12-31 12083495 1 2023-10-01 2024-09-30 12083495 2 2024-10-01 2025-12-31 12083495 2 2023-10-01 2024-09-30 12083495 core:FurnitureFittings 2024-10-01 2025-12-31 12083495 core:OfficeEquipment 2024-10-01 2025-12-31 12083495 core:Non-currentFinancialInstruments 2024-10-01 2025-12-31 12083495 bus:OrdinaryShareClass1 2024-10-01 2025-12-31 12083495 bus:OrdinaryShareClass1 2023-10-01 2024-09-30 12083495 8 2024-10-01 2025-12-31 12083495 8 2023-10-01 2024-09-30 iso4217:GBP xbrli:pure xbrli:shares

Company No: 12083495 (England and Wales)

# UNICEPTA UK LIMITED

### Annual Report and Financial Statements
For the financial period from 01 October 2024 to 31 December 2025

UNICEPTA UK LIMITED

## Annual Report and Financial Statements

For the financial period from 01 October 2024 to 31 December 2025

Contents

UNICEPTA UK LIMITED

## COMPANY INFORMATION

For the financial period from 01 October 2024 to 31 December 2025
UNICEPTA UK LIMITED

## COMPANY INFORMATION (continued)

For the financial period from 01 October 2024 to 31 December 2025

DIRECTORS | T Marshall
| S Rohwer
| T Zecchin

REGISTERED OFFICE | 35 Ballards Lane
| London
| N3 1XW
| United Kingdom

COMPANY NUMBER | 12083495 (England and Wales)

AUDITOR | BKL Audit LLP
| Chartered Accountants
| Statutory Auditor
| 35 Ballards Lane
| London
| N3 1XW
| United Kingdom

UNICEPTA UK LIMITED

## STRATEGIC REPORT

For the financial period from 01 October 2024 to 31 December 2025
UNICEPTA UK LIMITED

## STRATEGIC REPORT (continued)

For the financial period from 01 October 2024 to 31 December 2025

The directors present their Strategic Report for Unicepta UK Limited for the financial period ended 31 December 2025.
The Company’s principal activity continued to be content analysis research, a growing sector both in the UK and internationally.
The current financial statements cover the 15‑month period from 1 October 2024 to 31 December 2025, compared with the 12‑month year ended 30 September 2024. The extension of the financial year end was made in order to align the Company’s reporting timetable with that of its ultimate parent group and to support group-wide reporting and consolidation. Accordingly, year‑on‑year movements are not directly comparable and should be considered in the context of both the longer reporting period and the Company’s underlying trading performance.

REVIEW OF THE BUSINESS

I am pleased to report the Company delivered a strong performance during the period. As we review the 15‑month period these accounts cover, there are many achievements to reflect on as we began our integration into the Stagwell group of companies, increasing our competitiveness and resources, as well as launching new product features powered by our deep expertise in AI, including LLM coding and Microsoft Co‑pilot integrations. These will increasingly positively impact our financial performance.

As such, turnover increased to £8,965,281 from £6,414,890 in the prior year. Operating profit increased to £1,163,788 from £267,086, and the Company reported a profit after tax of £733,208, compared with a loss after tax of £314,514 in the prior year. The improvement in performance reflected both the longer reporting period and continued underlying growth in the business.

The Company secured new enterprise client wins and delivered expansion within existing accounts during the period. The directors consider that this supported further revenue growth in addition to the impact of the 15‑month reporting period. Operating margins improved during the period as the business benefited from economies of scale. The Company also continued to invest in its commercial capabilities in support of future growth.

Finance costs remained material due to intercompany funding arrangements, although interest payable reduced to £443,692 from £588,673 in the prior year.

The period also included continued integration activity within the wider group following the change in group ownership structure. This included the implementation of a new accounting system in October 2025, planning for further systems alignment, and a range of operational and commercial workstreams intended to support collaboration, efficiency and future growth opportunities.

The Company’s financial position strengthened during the period. Net current assets increased to £1,918,198 from £955,188, while net liabilities reduced to £1,432,372 from £2,165,580.

Cash at bank and in hand at the period end was £227,664 compared with £954,021 in the prior year. This reduction reflected a combination of period‑end timing and group cash management arrangements, under which certain balances are reflected within debtors rather than cash at bank.

Debtors increased to £2,841,417 from £1,404,113, including trade debtors of £1,855,751 and other debtors of £664,528. Creditors falling due within one year reduced to £1,150,883 from £1,402,946. The Company also continued to carry a long‑term balance due to group undertakings of £5,713,887, repayable in December 2028.

The directors remain satisfied with the Company’s liquidity and going concern position. The draft accounts state that the Company made a profit during the period and that the parent undertaking has indicated its willingness to continue to provide support for at least 12 months from the date of the financial statements.

Overall, the directors believe that the Company entered 2026 with improved profitability, a broader commercial base and a business model that remains well positioned for further development within its target markets.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors consider the following to be the principal risks and uncertainties facing the Company. These are regarded as principal because they have the greatest potential to affect revenue growth, profitability, competitive position and long‑term business performance.

**Market growth and demand risk**
The Company operates in a maturing UK market. Although the business continues to achieve growth, there is a risk that growth rates may moderate over time as competition increases and addressable demand evolves. A slowdown in market growth could affect revenue progression, operating leverage and the pace of future expansion. Management seeks to mitigate this risk by targeting additional market segments, broadening commercial reach and continuing to develop relationships with large enterprise customers.

**Technology and AI disruption risk**
The pace of change in artificial intelligence and technology‑led solutions presents both opportunities and risks. Client needs may evolve quickly, and competitors may seek to offer alternative SaaS‑led or AI‑enabled propositions. If the Company does not respond effectively to these changes, there is a risk of reduced competitiveness, pressure on pricing, or a need to adapt parts of the service offering. Management mitigates this risk through continued product development, close monitoring of market developments, and selective implementation of AI‑enabled tools and process improvements across the business.

**Macroeconomic and geopolitical risk**
The Company’s performance is influenced by the trading environment of its customers and the wider UK economy. Ongoing macroeconomic uncertainty and geopolitical developments may affect customer budgets, spending decisions and confidence. This could reduce demand for services, delay decision‑making or affect the timing of cash collection. Management mitigates this risk by maintaining focus on established enterprise clients, monitoring pipeline and trading performance closely, and maintaining financial discipline and cost control.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The directors monitor a focused set of financial and operational KPIs in assessing business performance and financial resilience.

**Revenue**
Turnover increased to £8,965,281 in the current period from £6,414,890 in the prior year. This reflected both the longer reporting period and underlying growth from new business and expansion within existing accounts.

**Operating profit**
Operating profit increased to £1,163,788 from £267,086, reflecting higher revenue, improved operating leverage and continued control over the cost base.

**Profit after tax**
Profit after tax was £733,208 compared with a loss after tax of £314,514 in the prior year.

**Cash and liquidity**
Cash at bank at the period end was £227,664 compared with £954,021 in the prior year. Reported cash at the balance sheet date was influenced by timing and group cash management arrangements, with part of the Company’s liquid position reflected elsewhere on the balance sheet.

**Staff utilisation and capacity**
Average monthly headcount increased to 73 from 65 in the prior year, reflecting investment in the business and its ability to support a larger revenue base.

Approved by the Board of Directors and signed on its behalf by:

T Zecchin Director |

31 March 2026

UNICEPTA UK LIMITED

## DIRECTORS' REPORT

For the financial period from 01 October 2024 to 31 December 2025
UNICEPTA UK LIMITED

## DIRECTORS' REPORT (continued)

For the financial period from 01 October 2024 to 31 December 2025

The directors present their annual report on the affairs of the company, together with the financial statements and auditors’ report, for the financial period ended 31 December 2025.

PRINCIPAL ACTIVITIES

The principal activity of the Company was that of content analysis research.

GOING CONCERN

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in note 1 to the financial statements.

REVIEW OF THE BUSINESS

Turnover for the financial period amounted to £8,965,281 (2024: £6,414,890). The company earned a profit after taxation totalling £733,209 (2024: loss £314,514).
The net current asset position of the company as at the financial period end amounted to £1,918,199 (2024: net current asset £955,188).
The net liability position of the company as at the financial period end amounted to £1,432,371 (2024: net liability £2,165,580).

DIVIDENDS

No dividend was paid for the current financial period (2024: £Nil).

FUTURE DEVELOPMENTS

There are no plans to materially change the company's activities in the future.

EVENTS AFTER THE BALANCE SHEET DATE

There have been no significant events affecting the company since the period end.

DIRECTORS

The directors, who served during the financial period and to the date of this report except as noted, were as follows:

T Marshall |
S Rohwer |
T Zecchin |

AUDITOR

Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
BKL Audit LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

Approved by the Board of Directors and signed on its behalf by:

T Zecchin Director |

31 March 2026

UNICEPTA UK LIMITED

## DIRECTORS' RESPONSIBILITIES STATEMENT

For the financial period from 01 October 2024 to 31 December 2025
UNICEPTA UK LIMITED

## DIRECTORS' RESPONSIBILITIES STATEMENT (continued)

For the financial period from 01 October 2024 to 31 December 2025

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 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 of the profit or loss of the company for that financial period.

In preparing these financial statements, the directors are required to:
* Select suitable accounting policies and then apply them consistently;
* Make judgements and accounting estimates that are reasonable and prudent;
* State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

## INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNICEPTA UK LIMITED

For the financial period from 01 October 2024 to 31 December 2025

## INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNICEPTA UK LIMITED (continued)

For the financial period from 01 October 2024 to 31 December 2025

Opinion
We have audited the financial statements of Unicepta UK Limited for the financial period ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position, the Statement of Cash Flows, the accounting policies, and the related notes 1 to 21, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements of Unicepta UK Limited (the ‘company’):
* Give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the financial period then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; 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)). 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 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.

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.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
* The information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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, or returns adequate for our audit have not been received from branches not visited by us; or
* The financial statements are not in agreement with the accounting records and returns; or
* Certain disclosures of 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, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 financial statements.

Extent to which the audit was considered capable of detecting irregularities, including fraud
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:
* Enquiring of management and those charged with governance around actual and potential litigation and claims;
* Enquiring of entity staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations;
* Reviewing minutes of meetings and those charged with governance;
* Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
* Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
* Reviewing the general ledger in detail for all transactions with related parties;
* Performing walkthrough testing to ensure systems and controls are operating as recorded where appropriate.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
* Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
* Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director.
* Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
* Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

Nick Bishop FCA (Senior Statutory Auditor)
For and on behalf of BKL Audit LLP
Chartered Accountants
Statutory Auditor

35 Ballards Lane
London
N3 1XW
United Kingdom

31 March 2026

UNICEPTA UK LIMITED

## STATEMENT OF INCOME AND RETAINED EARNINGS

For the financial period from 01 October 2024 to 31 December 2025
UNICEPTA UK LIMITED

## STATEMENT OF INCOME AND RETAINED EARNINGS (continued)

For the financial period from 01 October 2024 to 31 December 2025

| Note | Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
|  | £ |  | £
Turnover | 3 | 8,965,281 |  | 6,414,890
Cost of sales |  | ( 4,415,980) |  | ( 1,999,951)
Gross profit |  | 4,549,301 |  | 4,414,939
Administrative expenses |  | ( 3,589,509) |  | ( 4,266,702)
Other operating income | 4 | 203,997 |  | 118,849
Operating profit |  | 1,163,789 |  | 267,086
Interest receivable and similar income | 5 | 13,112 |  | 0
Interest payable and similar expenses | 5 | ( 443,692) |  | ( 588,673)
Profit/(loss) before taxation | 6 | 733,209 |  | ( 321,587)
Tax on profit/(loss) | 10 | 0 |  | 7,073
Profit/(loss) for the financial period/year |  | 733,209 |  | ( 314,514)
Retained deficit at the beginning of financial period/year |  | ( 2,166,580) |  | ( 1,852,066)
Profit/(loss) for the financial period/year |  | 733,209 |  | ( 314,514)
Retained deficit at the end of financial period/year |  | ( 1,433,371) |  | ( 2,166,580)

UNICEPTA UK LIMITED

## STATEMENT OF FINANCIAL POSITION

As at 31 December 2025
UNICEPTA UK LIMITED

## STATEMENT OF FINANCIAL POSITION (continued)

As at 31 December 2025

| Note | 31.12.2025 |  | 30.09.2024
|  | £ |  | £
Fixed assets |  |  |  |
Intangible assets | 11 | 2,342,066 |  | 2,790,567
Tangible assets | 12 | 21,251 |  | 25,292
|  | 2,363,317 |  | 2,815,859
Current assets |  |  |  |
Debtors | 13 | 2,841,418 |  | 1,404,113
Cash at bank and in hand |  | 227,664 |  | 954,021
|  | 3,069,082 |  | 2,358,134
Creditors: amounts falling due within one year | 14 | ( 1,150,883) |  | ( 1,402,946)
Net current assets |  | 1,918,199 |  | 955,188
Total assets less current liabilities |  | 4,281,516 |  | 3,771,047
Creditors: amounts falling due after more than one year | 15 | ( 5,713,887) |  | ( 5,936,627)
Net liabilities |  | (1,432,371) |  | (2,165,580)
Capital and reserves | 16 |  |  |
Called-up share capital |  | 1,000 |  | 1,000
Profit and loss account |  | ( 1,433,371) |  | ( 2,166,580)
Total shareholder's deficit |  | (1,432,371) |  | (2,165,580)

The financial statements of Unicepta UK Limited (registered number: 12083495) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

T Zecchin Director |

31 March 2026

UNICEPTA UK LIMITED

## STATEMENT OF CASH FLOWS

For the financial period from 01 October 2024 to 31 December 2025
UNICEPTA UK LIMITED

## STATEMENT OF CASH FLOWS (continued)

For the financial period from 01 October 2024 to 31 December 2025

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Net cash flows from operating activities (note 18) | ( 724,162) |  | 709,940
Cash flows from investing activities |  |  |
Purchase of plant and machinery | ( 15,307) |  | ( 22,372)
Interest received | 13,112 |  | 0
Net cash flows from investing activities | ( 2,195) |  | ( 22,372)
Cash flows from financing activities |  |  |
Net cash flows from financing activities | 0 |  | 0
Net (decrease)/increase in cash and cash equivalents | ( 726,357) |  | 687,568
Cash and cash equivalents at beginning of period/year | 954,021 |  | 266,453
Cash and cash equivalents at end of period/year | 227,664 |  | 954,021
Reconciliation to cash at bank and in hand: |  |  |
Cash at bank and in hand at end of period/year | 227,664 |  | 954,021
Cash and cash equivalents at end of period/year | 227,664 |  | 954,021

UNICEPTA UK LIMITED

## NOTES TO THE FINANCIAL STATEMENTS

For the financial period from 01 October 2024 to 31 December 2025
UNICEPTA UK LIMITED

## NOTES TO THE FINANCIAL STATEMENTS

For the financial period from 01 October 2024 to 31 December 2025

##### 1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period and to the preceding financial year, unless otherwise stated.

##### General information and basis of accounting

Unicepta UK Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is 35 Ballards Lane, London, N3 1XW, United Kingdom.
The principal activities are set out in the Strategic Report.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

##### Going concern

The Company has made a profit during the period of £733,208 (2024: loss £321,587) and has net liabilities of £1,432,372 (2024: £2,165,580). Included within creditors is a balance of £5,713,887 (2024: £5,936,627) due to the parent undertaking. The parent undertaking has indicated its willingness to continue to provide support for a period of 12 months from the date of these financial statements and so the accounts have been prepared on the going concern basis.

##### Reporting period length

The extension of the financial year end was made in order to align the company’s reporting timetable with that of its parent undertaking, Stagwell Inc. This change ensures consistency in financial reporting across the wider group and supports improved consolidation and group-wide reporting processes.

The financial statements are prepared for a period from 01 October 2024 to 31 December 2025.

##### Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.
Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for:
* exchange differences on transactions entered into to hedge certain foreign currency risks (see above); and
* exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

##### 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 following criteria must also be met before revenue is recognised:
**Rendering of services**
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following
conditions are satisfied:
- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.

###### Other operating income

Other operating income includes income generated from recharges between companies within the group and is recognised in the period when the related services is rendered, or the cost is incurred, aligning with the matching principle. Other income from recharges is presented within the Statement of income and retained earnings.

###### Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

##### Employee benefits

Defined contribution schemes
For defined contribution schemes the amounts charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits are the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are shown as either accruals or prepayments in the Statement of Financial Position.
Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date.

##### Finance costs

Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so 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.

##### Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the Statement of Financial Position date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Statement of Financial Position date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the company is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Statement of Financial Position date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment is measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to the sale of the asset.
Where items recognised in the Statement of Comprehensive Income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only if: a) the company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the company and the company intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which signiﬁcant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

##### Intangible assets

Goodwill | 10 years straight line

###### Goodwill

Goodwill arises on business combination and represents any excess of consideration given over the fair value of the identifiable assets and liabilities acquired. Goodwill is initially recognised as an intangible asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis over its useful economic life, which is 10 years.

##### Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Fixtures and fittings | 3 years straight line
Office equipment | 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.
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.

##### Leases

The company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

##### Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

##### 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 creditors: amounts falling due within one year.

##### Financial instruments

The Company only enters into basic financial instruments and 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 and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and 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.

##### Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

##### Ordinary share capital

The ordinary share capital of the company is presented as equity.

#### 2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 financial period in which the estimate is revised if the revision affects only that period, or in the financial period of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the company’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Critical judgement - Revenue recognition
The Company earns revenue from contracts to provide content analysis research services. 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. For service contracts, revenue is recognised in accordance with the stage of completion of the contract at the reporting date, when the outcome of the contract can be measured reliably and it is probable that the Company will receive the consideration due. Determining the appropriate year‑end cut‑off requires judgement, particularly for engagements that span the reporting date. This includes assessing whether the stage of completion at the reporting date can be measured reliably, whether costs incurred and costs to complete can be measured reliably, and whether the work performed to date represents the transfer of services to the customer. This judgement impacts the timing of revenue recognition and the related balances recognised as accrued income and deferred income at the reporting date.

Key source of estimation uncertainty – impairment of intangible assets
Determining whether intangible assets are impaired requires an estimation of their value in use to the company. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the intangible asset and a suitable discount rate in order to calculate present value.

Key source of estimation uncertainty – bad debt provision
In assessing the recoverability of debtors, amounts falling due within one year, the directors have made the assumption that any impairment resulting from the non-recoverability of the debtors owed to the company will not be in excess of the bad debt provision that has been put in place. The directors believe that the bad debt provision represents an appropriate estimate and as a result no further provisioning is required. The provision is based on reviews of specific balances, including, historic collectability and the aging of the balance.

##### 3. Turnover

Turnover represents the fair value of services provided to customers during the financial period excluding value added tax.

Breakdown by geographical market:

An analysis of the company's turnover by geographical market is set out below.

| 31.12.2025 |  | 30.09.2024
| £ |  | £
United Kingdom | 6,300,145 |  | 4,237,329
Rest of Europe | 1,934,958 |  | 1,717,417
Rest of the world | 730,178 |  | 460,144
| 8,965,281 |  | 6,414,890

An analysis of the company's turnover is as follows:

| 31.12.2025 |  | 30.09.2024
| £ |  | £
Rendering of services | 8,965,281 |  | 6,414,890

#### 4. Other operating income

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Intercompany recharges | 203,997 |  | 118,849

#### 5. Interest receivable and interest payable

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Interest receivable and similar income | 13,112 |  | 0
Interest payable and similar expenses | ( 443,692) |  | ( 588,673)
| (430,580) |  | (588,673)

Interest receivable and similar income

| 31.12.2025 |  | 30.09.2024
| £ |  | £
Bank interest | 13,112 |  | 0

Interest payable and similar expenses

| 31.12.2025 |  | 30.09.2024
| £ |  | £
Other interest payable and similar expense | ( 443,692) |  | ( 588,673)

#### 6. Profit/(loss) before taxation

Profit/(loss) before taxation is stated after charging/(crediting):

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Depreciation of tangible fixed assets (note 12) | 19,348 |  | 27,734
Amortisation of intangible assets (note 11) | 448,501 |  | 358,801
Foreign exchange (gains)/losses | ( 396,305) |  | 19,205

#### 7. Auditor's remuneration

An analysis of the auditor's remuneration is as follows:

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Fees payable to the company’s auditor and its associates for the audit of the company's annual financial statements: | 32,250 |  | 30,000
Total audit fees | 32,250 |  | 30,000
Other services | 6,000 |  | 5,500
Total non-audit fees | 6,000 |  | 5,500

#### 8. Staff number and costs

| 31.12.2025 |  | 30.09.2024
| Number |  | Number
The average monthly number of employees (including directors) was: |  |  |
Employees | 70 |  | 62
Directors | 3 |  | 3
| 73 |  | 65

Their aggregate remuneration comprised:

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Wages and salaries | 1,878,299 |  | 2,975,421
Social security costs | 323,466 |  | 331,060
Other retirement benefit costs | 156,894 |  | 113,241
| 2,358,659 |  | 3,419,722

#### 9. Directors' remuneration

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Directors' emoluments | 757,253 |  | 435,172
Company contributions to money purchase pension schemes | 66,741 |  | 15,367
| 823,994 |  | 450,539

The Company has three directors, and the remuneration disclosed relates to all directors who served during the financial period. Of these directors, two participated in the Company’s pension scheme and made contributions during the period.

Remuneration of the highest paid director

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Director's emoluments | 385,262 |  | 213,262
Company contributions to money purchase schemes | 13,650 |  | 9,800
| 398,912 |  | 223,062

#### 10. Tax on profit/(loss)

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Current tax on profit/(loss) |  |  |
UK corporation tax | 0 |  | 0
Adjustments in respect of prior years |  |  |
UK corporation tax | 0 |  | ( 7,073)
Total current tax | 0 |  | ( 7,073)
Total tax on profit/(loss) | 0 |  | ( 7,073)

Tax reconciliation

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Profit/(loss) before taxation | 733,209 |  | (321,587)
Tax on profit/(loss) at standard UK corporation tax rate of 25% (2024: 25%) | 183,302 |  | ( 80,397)
Effects of: |  |  |
Expenses not deductible for tax purposes | 2,364 |  | 3,721
Change in unrecognised deferred tax assets | ( 185,666) |  | 69,603
Total tax credit for period/year | 0 |  | (7,073)

#### 11. Intangible assets

| Goodwill |  | Total
| £ |  | £
Cost |  |  |
At 01 October 2024 | 3,588,006 |  | 3,588,006
At 31 December 2025 | 3,588,006 |  | 3,588,006
Accumulated amortisation |  |  |
At 01 October 2024 | 797,439 |  | 797,439
Charge for the financial period | 448,501 |  | 448,501
At 31 December 2025 | 1,245,940 |  | 1,245,940
Net book value |  |  |
At 31 December 2025 | 2,342,066 |  | 2,342,066
At 30 September 2024 | 2,790,567 |  | 2,790,567

Amortisation of intangible fixed assets is included in administrative expenses.

#### 12. Tangible assets

| Fixtures and fittings |  | Office equipment |  | Total
| £ |  | £ |  | £
Cost |  |  |  |  |
At 01 October 2024 | 47,488 |  | 5,538 |  | 53,026
Additions | 12,978 |  | 2,329 |  | 15,307
At 31 December 2025 | 60,466 |  | 7,867 |  | 68,333
Accumulated depreciation |  |  |  |  |
At 01 October 2024 | 22,261 |  | 5,473 |  | 27,734
Charge for the financial period | 18,344 |  | 1,004 |  | 19,348
At 31 December 2025 | 40,605 |  | 6,477 |  | 47,082
Net book value |  |  |  |  |
At 31 December 2025 | 19,861 |  | 1,390 |  | 21,251
At 30 September 2024 | 25,227 |  | 65 |  | 25,292

#### 13. Debtors

| 31.12.2025 |  | 30.09.2024
| £ |  | £
Trade debtors | 1,855,751 |  | 1,036,829
Other debtors | 664,529 |  | 42,000
Prepayments and accrued income | 321,138 |  | 325,284
| 2,841,418 |  | 1,404,113

#### 14. Creditors: amounts falling due within one year

| 31.12.2025 |  | 30.09.2024
| £ |  | £
Trade creditors | 214,817 |  | 240,590
Other taxation and social security | 306,895 |  | 281,755
Accruals and deferred income | 598,793 |  | 757,946
Other creditors | 30,378 |  | 122,655
| 1,150,883 |  | 1,402,946

#### 15. Creditors: amounts falling due after more than one year

| 31.12.2025 |  | 30.09.2024
| £ |  | £
Amounts owed to group undertakings (note 20) | 5,713,887 |  | 5,936,627

This unsecured loan bears interest at EURIBOR plus 4% per annum and is repayable on the 31st of December 2028.

#### 16. Called-up share capital and reserves

| 31.12.2025 |  | 30.09.2024
| £ |  | £
Allotted, called-up and fully-paid |  |  |
1,000 Ordinary Shares shares of £ 1.00 each | 1,000 |  | 1,000
Presented as follows: |  |  |
Called-up share capital presented as equity | 1,000 |  | 1,000

The Company's other reserves are as follows:
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

#### 17. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

| 31.12.2025 |  | 30.09.2024
| £ |  | £
within one year | 0 |  | 105,000

Pensions

The company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

| 31.12.2025 |  | 30.09.2024
| £ |  | £
Unpaid contributions due to the fund (inc. in other creditors) | 30,378 |  | 14,911

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. Contributions totalling £156,894 (2024: £113,241) were made to the fund at the balance sheet date,

#### 18. Statement of Cash Flows

| Period from 01.10.2024 to 31.12.2025 |  | Year ended 30.09.2024
| £ |  | £
Operating profit | 1,163,789 |  | 267,086
Adjustment for: |  |  |
Depreciation and amortisation | 467,849 |  | 367,599
Loss on sale of plant and equipment | 0 |  | 737
(Decrease)/increase in amounts owed to groups | ( 222,740) |  | 585,551
Operating cash flows before movement in working capital | 1,408,898 |  | 1,220,973
(Increase)/decrease in debtors | ( 1,437,305) |  | 72,349
Decrease in creditors | ( 252,063) |  | ( 1,782)
Cash generated by operations | ( 280,470) |  | 1,291,540
Income taxes received | 0 |  | 7,073
Interest paid | ( 443,692) |  | ( 588,673)
Net cash flows from operating activities | ( 724,162) |  | 709,940

#### 19. Contingencies

Contingent liabilities

At the balance sheet date, the Company is involved in a dispute with a supplier relating to a historic contractual arrangement. The directors do not consider it probable that an outflow of economic benefits will be required to settle the matter. Accordingly, no provision has been recognised in these financial statements. The matter is ongoing and its outcome remains uncertain. As at the balance sheet date, it is not practicable to reliably estimate the financial effect, if any, of this matter and so it has been disclosed as a contingent liability.

#### 20. Related party transactions

The company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the company is a wholly owned member.

#### 21. Controlling party

The immediate parent undertaking is Unicepta GmbH, a company incorporated in Germany.
The ultimate controlling party is Stagwell Inc., a company incorporated in the United States of America.