IRIS Accounts Production v25.4.0.155 13185774 Board of Directors 31.1.25 1.2.24 31.1.25 31.1.25 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. true true false true true false false false true false Ordinary 0 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 13185774 2024-01-31 13185774 2025-01-31 13185774 2024-02-01 2025-01-31 13185774 2023-01-31 13185774 2023-02-01 2024-01-31 13185774 2024-01-31 13185774 ns15:EnglandWales 2024-02-01 2025-01-31 13185774 ns14:PoundSterling 2024-02-01 2025-01-31 13185774 ns10:Director1 2024-02-01 2025-01-31 13185774 ns10:Consolidated 2025-01-31 13185774 ns10:ConsolidatedGroupCompanyAccounts 2024-02-01 2025-01-31 13185774 ns10:PrivateLimitedCompanyLtd 2024-02-01 2025-01-31 13185774 ns10:Consolidated ns10:MediumEntities 2024-02-01 2025-01-31 13185774 ns10:Consolidated ns10:Audited 2024-02-01 2025-01-31 13185774 ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2024-02-01 2025-01-31 13185774 ns10:Medium-sizedCompaniesRegimeForAccounts 2024-02-01 2025-01-31 13185774 ns10:Consolidated 2024-02-01 2025-01-31 13185774 ns10:Consolidated ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2024-02-01 2025-01-31 13185774 ns10:Consolidated ns10:Medium-sizedCompaniesRegimeForAccounts 2024-02-01 2025-01-31 13185774 ns10:FullAccounts 2024-02-01 2025-01-31 13185774 1 2024-02-01 2025-01-31 13185774 ns10:OrdinaryShareClass1 2024-02-01 2025-01-31 13185774 ns10:Director2 2024-02-01 2025-01-31 13185774 ns10:RegisteredOffice 2024-02-01 2025-01-31 13185774 ns10:Consolidated 2023-02-01 2024-01-31 13185774 ns5:CurrentFinancialInstruments 2025-01-31 13185774 ns5:CurrentFinancialInstruments 2024-01-31 13185774 ns5:ShareCapital 2025-01-31 13185774 ns5:ShareCapital 2024-01-31 13185774 ns5:FurtherSpecificReserve1ComponentTotalEquity 2025-01-31 13185774 ns5:FurtherSpecificReserve1ComponentTotalEquity 2024-01-31 13185774 ns5:RetainedEarningsAccumulatedLosses 2025-01-31 13185774 ns5:RetainedEarningsAccumulatedLosses 2024-01-31 13185774 ns5:ShareCapital 2023-01-31 13185774 ns5:RetainedEarningsAccumulatedLosses 2023-01-31 13185774 ns5:FurtherSpecificReserve1ComponentTotalEquity 2023-01-31 13185774 ns5:RetainedEarningsAccumulatedLosses 2023-02-01 2024-01-31 13185774 ns5:FurtherSpecificReserve1ComponentTotalEquity 2023-02-01 2024-01-31 13185774 ns5:RetainedEarningsAccumulatedLosses 2024-02-01 2025-01-31 13185774 ns5:FurtherSpecificReserve1ComponentTotalEquity 2024-02-01 2025-01-31 13185774 ns5:IntangibleAssetsOtherThanGoodwill 2024-02-01 2025-01-31 13185774 ns5:CostValuation 2024-01-31 13185774 ns5:AdditionsToInvestments 2025-01-31 13185774 ns5:ProvidedReleasedInPeriodProvisionsForImpairmentInvestments 2025-01-31 13185774 ns5:CostValuation 2025-01-31 13185774 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-01-31 13185774 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-01-31 13185774 ns10:OrdinaryShareClass1 2025-01-31 13185774 ns5:RetainedEarningsAccumulatedLosses 2024-01-31 13185774 ns5:FurtherSpecificReserve1ComponentTotalEquity 2024-01-31

REGISTERED NUMBER: 13185774 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025

FOR

IMPACT UK HOLDINGS LIMITED

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 5 |

Statement of Directors' Responsibilities | 6 |

Report of the Independent Auditors | 7 |

Consolidated Income Statement | 11 |

Consolidated Other Comprehensive Income | 12 |

Consolidated Balance Sheet | 13 |

Company Balance Sheet | 14 |

Consolidated Statement of Changes in Equity | 15 |

Company Statement of Changes in Equity | 16 |

Consolidated Cash Flow Statement | 17 |

Notes to the Consolidated Cash Flow Statement | 18 |

Notes to the Consolidated Financial Statements | 19 |

IMPACT UK HOLDINGS LIMITED

COMPANY INFORMATION

FOR THE YEAR ENDED 31 JANUARY 2025

| DIRECTORS: | P T Pettersen

| D Yovanno

| REGISTERED OFFICE: | The Scalpel

| 18th Floor

| 52 Lime Street

| London

| EC3M 7AF

| REGISTERED NUMBER: | 13185774 (England and Wales)

| AUDITORS: | Belluzzo Audit Limited

| Chartered Accountants and Statutory Auditors

| 38 Craven Street

| London

| WC2N 5NG

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

The directors present their strategic report of the Company and the Group for the year ended 31 January 2025.

REVIEW OF BUSINESS

For the year ended 31 January 2025, the Group generated turnover of £17.7m (2024: £16.5m), reflecting continued trading activity across the Group’s subsidiaries.

The Group reported a loss before taxation of £0.6m (2024: £2.4m) and a loss for the year of £0.7m (2024: £2.5m). The improvement in the year-on-year result reflects a combination of increased revenue and lower administrative expenses compared with the prior year.

At 31 January 2025, the Group had net liabilities of £9.2m (2024: £8.5m) and cash and cash equivalents of £4.6m (2024: £5.4m).

As a holding company, the Company’s individual results primarily reflect administrative costs and gains/losses relating to its investments in subsidiaries.

PRINCIPAL RISKS AND UNCERTAINTIES

Competitive risk

The Group operates in a competitive technology and services environment. This risk is mitigated through continued investment in technology, a diversified customer base and ongoing development of service offerings.

Intercompany and transfer pricing risk

The Group undertakes significant trading with other group entities under established group transfer pricing policies. These arrangements are conducted on an arm’s length basis, with appropriate documentation in place.

Credit risk

Credit risk arises primarily from trade and other debtors. The directors consider the risk to be manageable through effective group policies, including clear credit terms, monitoring accounts and avoiding over-concentraction of risk in key accounts.

Liquidity risk

Liquidity risk is managed at group level. The Group benefits from access to group cash resources and ongoing monitoring of cash flows.

Regulatory risk

Operating within an international group structure gives rise to regulatory and compliance risks. These are managed through group governance frameworks and the use of appropriate professional advisers.

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

SECTION 172(1) STATEMENT

The Group, comprising Impact UK Holdings Limited and its subsidiaries operate a business model that depends on the trust and confidence of its stakeholders in order to operate sustainably over the long term. The Group seeks to put its clients’ best interests first, invests in its people, operates in compliance with applicable laws and regulations, supports the communities in which it operates and seeks to generate sustainable returns for its shareholder.

The directors of Impact UK Holdings Limited, as parent company of the Group, have acted in accordance with their duties codified in law, including their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its shareholder, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.

Section 172 considerations are embedded in decision-making at Board level and are applied across the Group. In discharging their duties, the directors consider the long-term consequences of decisions, the Group’s strategy, values and sustainability, the principal risks facing the Group and the actions taken to mitigate those risks. Further information on governance, stakeholder engagement and engagement with employees, the shareholder and suppliers is set out elsewhere in the Strategic Report.

Our people

The Group’s people are one of its most important assets, and the Group is committed to operating as a responsible business. Its behaviour is aligned with the expectations of its employees, clients, investors, suppliers and the wider financial community.

People are central to the Group’s services. For the business to succeed, the Group seeks to manage performance effectively, develop and retain talent, and operate efficiently. The Group also promotes a shared set of values that inform and guide behaviour, ensuring that objectives are achieved in an appropriate and responsible manner across all entities within the Group.

Business relationships

The Group’s strategy prioritises organic growth, driven by the development of existing client relationships and the acquisition of new clients. The Group focuses on developing and maintaining strong, long-term relationships with its clients and other key business partners.

Community and Environment

The Group seeks to act responsibly and to create positive outcomes for the people and communities with which it interacts. The Group aims to leverage its experience and resources to support local communities and encourages colleagues across the Group to engage in initiatives that contribute positively to society.

Maintaining a reputation for high standards of business conduct

The Group is committed to maintaining high standards of business conduct. Ethics and Whistleblowing policies are in place and are reviewed periodically, together with procedures for the prevention of conflicts of interest and compliance with regulatory guidance.

The Group operates internal approval and control processes designed to mitigate the risk of fraud and error. These controls are monitored on an ongoing basis. The Group also maintains a compliance manual and promotes training to ensure that employees act with integrity, competence and professionalism across all Group entities.

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

GOING CONCERN

After reviewing the Group’s financial position, including cash resources and forecasts, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

ON BEHALF OF THE BOARD:

P T Pettersen - Director

26 March 2026

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 JANUARY 2025

The directors present their report together with the financial statements of the Company and the Group for the year ended 31 January 2025.

PRINCIPAL ACTIVITIES

The principal activity of the Group is the provision of technology based partnership automation, consolidation and optimization software solutions.

DIVIDENDS

No dividends will be distributed for the year ended 31 January 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2024 to the date of this report.

P T Pettersen

D Yovanno

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group’s auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Group’s auditors are aware of that information.

AUDITORS

The auditors, Belluzzo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P T Pettersen - Director

26 March 2026

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

STATEMENT OF DIRECTORS' RESPONSIBILITIES

FOR THE YEAR ENDED 31 JANUARY 2025

The Directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

- make judgements 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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE SHAREHOLDER OF

IMPACT UK HOLDINGS LIMITED

Opinion

We have audited the financial statements of Impact UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 affairs as at 31 January 2025 and of the group's loss for the year then ended;

- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- | have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditors' 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 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 group's and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

The financial statements for the year ended 31 January 2024 are unaudited.

REPORT OF THE INDEPENDENT AUDITORS TO THE SHAREHOLDER OF

IMPACT UK HOLDINGS LIMITED

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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page six, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE SHAREHOLDER OF

IMPACT UK HOLDINGS LIMITED

Auditors' 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 a Report of the Auditors 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and

- other management, and from our commercial knowledge and experience of the sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation and employment legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims;

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE SHAREHOLDER OF

IMPACT UK HOLDINGS LIMITED

Use of our report

This report is made solely to the company's shareholder 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 shareholder those matters we are required to state to them in a Report of the Auditors 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 shareholder for our audit work, for this report, or for the opinions we have formed.

Tony Castagnetti (Senior Statutory Auditor)

for and on behalf of Belluzzo Audit Limited

Chartered Accountants and Statutory Auditors

38 Craven Street

London

WC2N 5NG

11 April 2026

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 JANUARY 2025

| 2025 |  | 2024

| as restated |

| Notes | £ | £ |

TURNOVER | 3 | 17,703,205 |  | 16,473,951 |  |

Cost of sales | (7,223,770 | ) | (6,652,992 | ) |

GROSS PROFIT | 10,479,435 |  | 9,820,959 |  |

Administrative expenses | (11,078,756 | ) | (12,266,606 | ) |

(599,321 | ) | (2,445,647 | ) |

Other operating income | 218,799 |  | 287,136 |  |

OPERATING LOSS | 5 | (380,522 | ) | (2,158,511 | ) |

Interest receivable and similar income | 2,733 |  | 1,244 |  |

(377,789 | ) | (2,157,267 | ) |

Interest payable and similar expenses | 6 | (188,438 | ) | (207,055 | ) |

LOSS BEFORE TAXATION | (566,227 | ) | (2,364,322 | ) |

Tax on loss | 7 | (164,995 | ) | (128,237 | ) |

LOSS FOR THE FINANCIAL YEAR | (731,222 | ) | (2,492,559 | ) |

Loss attributable to:

Owners of the parent | (731,222 | ) | (2,492,559 | ) |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

CONSOLIDATED OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JANUARY 2025

| 2025 |  | 2024

| as restated |

| Notes | £ | £ |

LOSS FOR THE YEAR | (731,222 | ) | (2,492,559 | ) |

OTHER COMPREHENSIVE INCOME |

Foreign Currency Translation | 104,810 |  | 188,967 |  |

Income tax relating to other comprehensive income | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | 104,810 |  | 188,967 |  |

TOTAL COMPREHENSIVE LOSS FOR THE YEAR | (626,412 | ) | (2,303,592 | ) |

Total comprehensive loss attributable to:

Owners of the parent | (626,412 | ) | (2,303,592 | ) |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

CONSOLIDATED BALANCE SHEET

31 JANUARY 2025

| 2025 |  | 2024

| as restated |

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 10 | 1,389,607 |  | 1,864,266 |  |

Tangible assets | 11 | 18,920 |  | 15,671 |  |

Investments | 12 | - |  | - |  |

1,408,527 |  | 1,879,937 |  |

CURRENT ASSETS

Debtors | 13 | 1,983,566 |  | 2,927,447 |  |

Cash at bank | 4,630,308 |  | 5,424,345 |  |

6,613,874 |  | 8,351,792 |  |

CREDITORS

Amounts falling due within one year | 14 | (17,168,073 | ) | (18,773,603 | ) |

NET CURRENT LIABILITIES | (10,554,199 | ) | (10,421,811 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (9,145,672 | ) | (8,541,874 | ) |

PROVISIONS FOR LIABILITIES | 16 | (22,614 | ) | - |  |

NET LIABILITIES | (9,168,286 | ) | (8,541,874 | ) |

CAPITAL AND RESERVES

Called up share capital | 17 | 1,100 |  | 1,100 |  |

Other reserves | 18 | (1,066,001 | ) | (1,066,001 | ) |

Retained earnings | 18 | (8,103,385 | ) | (7,476,973 | ) |

SHAREHOLDER FUNDS | (9,168,286 | ) | (8,541,874 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 26 March 2026 and were signed on its behalf by:

P T Pettersen - Director

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

COMPANY BALANCE SHEET

31 JANUARY 2025

| 2025 |  | 2024

| as restated |

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 10 | - |  | - |  |

Tangible assets | 11 | - |  | - |  |

Investments | 12 | 598,555 |  | 1,153,100 |  |

598,555 |  | 1,153,100 |  |

CURRENT ASSETS

Debtors | 13 | 2,113 |  | 86,153 |  |

CREDITORS

Amounts falling due within one year | 14 | (778,630 | ) | (211,861 | ) |

NET CURRENT LIABILITIES | (776,517 | ) | (125,708 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (177,962 | ) | 1,027,392 |  |

CAPITAL AND RESERVES

Called up share capital | 17 | 1,100 |  | 1,100 |  |

Other reserves | 18 | 1,029,724 |  | 1,029,724 |  |

Retained earnings | 18 | (1,208,786 | ) | (3,432 | ) |

SHAREHOLDER FUNDS | (177,962 | ) | 1,027,392 |  |

Company's loss for the financial year | (1,205,354 | ) | (1,432 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 26 March 2026 and were signed on its behalf by:

P T Pettersen - Director

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2025

| Called up |

| share |  | Retained |  | Other |  | Total

| capital |  | earnings |  | reserves |  | equity

£ | £ | £ | £ |

Balance at 1 February 2023 | 1,100 |  | (5,173,381 | ) | (1,066,001 | ) | (6,238,282 | ) |

Changes in equity

Total comprehensive loss | - |  | (2,303,592 | ) | - |  | (2,303,592 | ) |

Balance at 31 January 2024 | 1,100 |  | (7,476,973 | ) | (1,066,001 | ) | (8,541,874 | ) |

Changes in equity

Total comprehensive loss | - |  | (626,412 | ) | - |  | (626,412 | ) |

Balance at 31 January 2025 | 1,100 |  | (8,103,385 | ) | (1,066,001 | ) | (9,168,286 | ) |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2025

| Called up |

| share |  | Retained |  | Other |  | Total

| capital |  | earnings |  | reserves |  | equity

£ | £ | £ | £ |

Balance at 1 February 2023 | 1,100 |  | (2,000 | ) | 1,029,724 |  | 1,028,824 |  |

Changes in equity

Total comprehensive loss | - |  | (1,432 | ) | - |  | (1,432 | ) |

Balance at 31 January 2024 | 1,100 |  | (3,432 | ) | 1,029,724 |  | 1,027,392 |  |

Changes in equity

Total comprehensive loss | - |  | (1,205,354 | ) | - |  | (1,205,354 | ) |

Balance at 31 January 2025 | 1,100 |  | (1,208,786 | ) | 1,029,724 |  | (177,962 | ) |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 JANUARY 2025

| 2025 |  | 2024

| as restated |

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 17,687 |  | 2,387,074 |  |

Interest paid | (188,438 | ) | (207,055 | ) |

Tax paid | (43,647 | ) | (54,783 | ) |

Net cash from operating activities | (214,398 | ) | 2,125,236 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (566,518 | ) | (518,156 | ) |

Purchase of tangible fixed assets | (15,854 | ) | (7,940 | ) |

Interest received | 2,733 |  | 1,244 |  |

Net cash from investing activities | (579,639 | ) | (524,852 | ) |

(Decrease)/increase in cash and cash equivalents | (794,037 | ) | 1,600,384 |  |

Cash and cash equivalents at beginning of year | 2 | 5,424,345 |  | 3,823,961 |  |

Cash and cash equivalents at end of year | 2 | 4,630,308 |  | 5,424,345 |  |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 JANUARY 2025

1. | RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS

| 2025 |  | 2024

| as restated |

£ | £ |

| Operating loss | (380,522 | ) | (2,158,511 | ) |

| Depreciation charges | 799,694 |  | 943,490 |  |

| Other non-cash movements | 104,583 |  | 190,521 |  |

| Impairment of Other Intangible | 254,315 |  | - |  |

778,070 |  | (1,024,500 | ) |

| Decrease/(increase) in trade and other debtors | 943,881 |  | (1,613,113 | ) |

| (Decrease)/increase in trade and other creditors | (1,704,264 | ) | 5,024,687 |  |

| Cash generated from operations | 17,687 |  | 2,387,074 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 31 January 2025

| 31.1.25 |  | 1.2.24

£ | £ |

| Cash and cash equivalents | 4,630,308 |  | 5,424,345 |  |

| Year ended 31 January 2024

| 31.1.24 |  | 1.2.23

| as restated |

£ | £ |

| Cash and cash equivalents | 5,424,345 |  | 3,823,961 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.2.24 | Cash flow | At 31.1.25

£ | £ | £ |

| Net cash |

| Cash at bank | 5,424,345 |  | (794,037 | ) | 4,630,308 |  |

5,424,345 |  | (794,037 | ) | 4,630,308 |  |

| Total | 5,424,345 |  | (794,037 | ) | 4,630,308 |  |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

1. | STATUTORY INFORMATION

| Impact UK Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Basis of consolidation

| The consolidated financial statements comprise the financial statements of Impact UK Holdings Limited ("the Company") and its subsidiaries as at 31 January 2025.

| Subsidiaries are entities over which the Group has control. Control is achieved where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries are included in the consolidated financial statements from the date on which control is obtained and continue to be consolidated until the date control ceases.

| Business combinations are accounted for using the acquisition method, except for business combinations under common control, which are accounted for using merger (predecessor) accounting in accordance with FRS 102 Section 19.

| In the year ended 31 January 2023, the Group undertook a group reconstruction under common control, whereby certain subsidiaries were transferred to the Company by way of a share-for-share exchange. As the entities were under common control both before and after the reorganisation, merger accounting was applied. Under this method, the results and cash flows of the combining entities have been consolidated as if they had been part of the Group from the beginning of the earliest period presented.

| The assets and liabilities of the subsidiaries are included at their existing book values or, where the directors have elected to apply fair value, at fair value at the date of the group reconstruction. No goodwill is recognised, and any difference arising on consolidation is recognised within other reserves (merger/reconstruction reserve).

| All intra-group balances, transactions, income and expenses, and unrealised gains and losses arising from intra-group transactions, are eliminated in full on consolidation.

| The Group is part of a wider international group. Transactions and balances with fellow subsidiary undertakings that are not included in the consolidation are not eliminated and are recognised in the consolidated financial statements.

| Related party exemption

| The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

2. | ACCOUNTING POLICIES - continued

| Significant judgements and estimates

| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of income and expenses during the year. Actual results may differ from these estimates.

| The director does not consider that there are any critical accounting judgements or key sources of estimation uncertainty which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Judgement has been applied in areas such as revenue recognition and the recoverability of intercompany balances; however, these judgements are not considered to give rise to a significant risk of material adjustment.

| Turnover

| Turnover is recognised when, or as, control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

| The Group enters into contracts with customers for the provision of SaaS and related services under its core product offering. Contracts may include a single service or a combination of services, together with setup and onboarding, ongoing customer and technical support and maintenance, and other related services.

| The Group also earns intercompany service revenue by providing support services to fellow group undertakings in the ordinary course of business..

| Intangible assets

| Intangible assets comprises of acquired technology and development costs in relation to a computer programme, which are initially measured at cost. After initial recognition, they are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| These costs are recognised as an intangible asset when all of the following criteria are demonstrated:

| - The technical feasibility of completing the software so that it will be available for use or sale.

| - The intention to complete the software and use or sell it.

| - The ability to use the software or to sell it.

| - How the software will generate probable future economic benefits.

| - The availability of adequate technical, financial and other resources to complete the development and to use or sell the software.

| - The ability to measure reliably the expenditure attributable to the software during its development.

| Amortisation is charged so as to allocate the cost of intangibles less their residual values over their estimated useful lives, using the straight-line method.

| Asset category |  | Estimated useful life |  |

| Acquired Technology |  | 3 - 6 years |  |

| Development costs |  | 10 years |  |

| Tangible fixed assets

| Tangible fixed assets are stated at cost less accumulated depreciation and any accumulated impairment losses.

| Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful economic lives of the assets, so as to write off the cost of each asset over its expected useful life. The estimated useful lives are:

| - Computer equipment: 3 years

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

| Financial assets

| Trade and other debtors are initially measured at the transaction price and subsequently measured at amortised cost, less any impairment losses.

| Cash and cash equivalents comprise cash at bank and in hand.

| Financial liabilities

| Trade and other creditors are initially measured at the transaction price and subsequently measured at amortised cost.

| Financial liabilities are derecognised when the Group’s obligations are discharged, cancelled or expire.

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

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

| Deferred tax

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

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

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

| Foreign currencies

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

| Hire purchase and leasing commitments

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

| Pension costs and other post-retirement benefits

| The Group operates a defined contribution pension scheme. Contributions payable to the Group’s pension scheme are charged to profit or loss in the period to which they relate.

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

2. | ACCOUNTING POLICIES - continued

| Going concern

| The financial statements have been prepared on a going concern basis.

| In forming this assessment, the directors have considered the Group’s financial position, cash resources and forecasts, together with the Group’s access to group cash management arrangements. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the financial statements.

| Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.

3. | TURNOVER

| The turnover and loss before taxation are attributable to the principal activities of the group.

| An analysis of turnover by class of business is given below:

| 2025 |  | 2024

| as restated |

£ | £ |

| Subscription Revenue | 13,319,681 |  | 11,881,742 |  |

| Intercompany Revenue | 4,383,524 |  | 4,592,209 |  |

17,703,205 |  | 16,473,951 |  |

| An analysis of turnover by geographical market is given below:

| 2025 |  | 2024

| as restated |

£ | £ |

| United Kingdom | 292,342 |  | 347,290 |  |

| Rest of the World | 17,410,863 |  | 16,126,661 |  |

17,703,205 |  | 16,473,951 |  |

4. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

| as restated |

£ | £ |

| Wages and salaries | 6,342,259 |  | 7,351,019 |  |

| Social security costs | 641,828 |  | 587,642 |  |

| Other pension costs | 405,506 |  | 481,544 |  |

7,389,593 |  | 8,420,205 |  |

| The average number of employees during the year was as follows:

| 2025 |  | 2024

| as restated |

| Administration | 52 |  | 50 |  |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

4. | EMPLOYEES AND DIRECTORS - continued

| No directors’ remuneration was charged to the Group in the year.

| Remuneration paid by a fellow group company in respect of services provided to the Group amounted to £32,000 (2024: £32,000).

5. | OPERATING LOSS

| The operating loss is stated after charging:

| 2025 |  | 2024

| as restated |

£ | £ |

| Other operating leases | 529,453 |  | 457,473 |  |

| Depreciation - owned assets | 12,832 |  | 18,371 |  |

| Other intangible assets amortisation | 786,862 |  | 925,119 |  |

| Auditors' remuneration | 67,705 |  | 44,159 |  |

| Foreign exchange differences | 406,675 |  | 580,077 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

| as restated |

£ | £ |

| Loan | 188,438 |  | 207,055 |  |

7. | TAXATION

| Analysis of the tax charge

| The tax charge on the loss for the year was as follows:

| 2025 |  | 2024

| as restated |

£ | £ |

| Current tax:

| Corporation tax | 140,423 |  | 128,237 |  |

| Deferred tax | 24,572 |  | - |  |

| Tax on loss | 164,995 |  | 128,237 |  |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

7. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

| as restated |

£ | £ |

| Loss before tax | (566,227 | ) | (2,364,322 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | (141,557 | ) | (591,081 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 281,103 |  | 275,055 |  |

| Utilisation of tax losses | (107,387 | ) | (86,693 | ) |

| Adjustments to tax charge in respect of previous periods | 11,574 |  | - |  |

| Foreign tax adjustment | (45,674 | ) | (12,222 | ) |

| Unrecognized deferred tax asset | 166,936 |  | 543,178 |  |

| Total tax charge | 164,995 |  | 128,237 |  |

| Tax effects relating to effects of other comprehensive income |

| 2025 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Foreign Currency Translation | 104,810 |  | - |  | 104,810 |  |

| 2024 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Foreign Currency Translation | 188,967 |  | - |  | 188,967 |  |

8. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

9. | PRIOR YEAR ADJUSTMENT

| During the year, the directors identified that, in a prior financial period, the fair value of assets transferred as part of a share-for-share exchange arising on a group reconstruction had been incorrectly recorded within intercompany balances in the parent company’s financial statements in the amount of £1,029,724.

| This amount should instead have been recognised within other reserves in the parent company, in accordance with merger (predecessor) accounting under FRS 102, as the transaction represented a common-control group reconstruction.

| The comparative figures have been restated accordingly, with no impact on the consolidated profit or loss, consolidated net assets, or cash flows. The adjustment affects only the classification within equity in the parent company’s financial statements.

10. | INTANGIBLE FIXED ASSETS

| Group

| Other

| intangible

| assets

£ |

| COST

| At 1 February 2024 | 3,912,277 |  |

| Additions | 566,518 |  |

| Disposals | (2,023,698 | ) |

| At 31 January 2025 | 2,455,097 |  |

| AMORTISATION

| At 1 February 2024 | 2,048,011 |  |

| Amortisation for year | 786,862 |  |

| Eliminated on disposal | (2,023,698 | ) |

| Impairments | 254,315 |  |

| At 31 January 2025 | 1,065,490 |  |

| NET BOOK VALUE

| At 31 January 2025 | 1,389,607 |  |

| At 31 January 2024 | 1,864,266 |  |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

11. | TANGIBLE FIXED ASSETS

| Group

| Computer

| equipment

£ |

| COST

| At 1 February 2024 | 71,315 |  |

| Additions | 15,854 |  |

| Disposals | (8,701 | ) |

| Exchange differences | 750 |  |

| At 31 January 2025 | 79,218 |  |

| DEPRECIATION

| At 1 February 2024 | 55,644 |  |

| Charge for year | 12,832 |  |

| Eliminated on disposal | (8,701 | ) |

| Exchange differences | 523 |  |

| At 31 January 2025 | 60,298 |  |

| NET BOOK VALUE

| At 31 January 2025 | 18,920 |  |

| At 31 January 2024 | 15,671 |  |

12. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 February 2024 | 1,153,100 |  |

| Additions | 591,114 |  |

| Impairments | (1,145,659 | ) |

| At 31 January 2025 | 598,555 |  |

| NET BOOK VALUE

| At 31 January 2025 | 598,555 |  |

| At 31 January 2024 | 1,153,100 |  |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

12. | FIXED ASSET INVESTMENTS - continued

| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiaries

| Impact Tech Singapore PTE. LTD.

| Registered office: 9 Raffles Place, 26-01 Republic Plaza, Singapore 048619

| Nature of business: Trading

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Impact Radius Tecnologia LTDA

| Registered office: City of São Paulo, State of São Paulo, at Avenida Bernardino de Campos, No. 98, 14th floor, room 7, Paraíso, Zip Code 04004-040

| Nature of business: Trading

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Trackonomics Limited

| Registered office: C/O Anderson Strathern Llp, 58 Morrison Street, Edinburgh, Scotland, EH3 8BP

| Nature of business: Trading

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Trackonomics (Israel) Ltd

| Registered office: 1 Shenkar Arie Herzliya, Central District, 4672501 Israel

| Nature of business: Trading

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Impact Germany GmbH

| Registered office: C/O Spaces Spindlershof, Wallstr. 9, 10179 Berlin

| Nature of business: Ordinary

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Impact Tech Japan GK

| Registered office: Nihonbashi 3 Chome Square 11F, 3 9 1 Nihonbashi, Chuo ku, Tokyo

| Nature of business: Trading

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Impact Italia S.r.l.

| Registered office: Via Chiaravalle, 7 - 20122 Milano

| Nature of business: Ordinary

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

12. | FIXED ASSET INVESTMENTS - continued

| Impact Norway AS

| Registered office: Wergelandsveien 7, 0167 Oslo

| Nature of business: Trading

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Impact Tech SAS

| Registered office: 1-3 rue d'Enghien 75010, Paris

| Nature of business: Trading

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| as restated |  | as restated |

£ | £ | £ | £ |

| Trade debtors | 602,965 |  | 583,523 |  | - |  | - |  |

| Amounts owed by group undertakings | 25,361 |  | 11,158 |  | 2,113 |  | - |  |

| Other debtors | 784,202 |  | 707,832 |  | - |  | 86,153 |  |

| VAT | 225,519 |  | 198,663 |  | - |  | - |  |

| Prepayments and accrued income | 345,519 |  | 1,426,271 |  | - |  | - |  |

1,983,566 |  | 2,927,447 |  | 2,113 |  | 86,153 |  |

14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| as restated |  | as restated |

£ | £ | £ | £ |

| Trade creditors | 227,713 |  | 2,100,959 |  | - |  | - |  |

| Amounts owed to group undertakings | 13,922,775 |  | 13,890,968 |  | 732,730 |  | 211,861 |  |

| Tax | 166,553 |  | 67,819 |  | - |  | - |  |

| Social security and other taxes | 344,725 |  | 312,829 |  | - |  | - |  |

| Other creditors | 108,617 |  | 102,686 |  | - |  | - |  |

| Share Based Compensation | 1,102,735 |  | 685,489 |  | - |  | - |  |

| Deferred Revenue | 418,490 |  | 310,522 |  | - |  | - |  |

| Accrued expenses | 876,465 |  | 1,302,331 |  | 45,900 |  | - |  |

17,168,073 |  | 18,773,603 |  | 778,630 |  | 211,861 |  |

15. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

| as restated |

£ | £ |

| Within one year | 279,990 |  | 148,588 |  |

| Between one and five years | 26,786 |  | - |  |

306,776 |  | 148,588 |  |

16. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

| as restated |

£ | £ |

| Deferred tax

| Accelerated capital allowances | 22,614 |  | - |  |

| Group

| Deferred |

| tax |

£ |

| Provided during year | 22,614 |  |

| Balance at 31 January 2025 | 22,614 |  |

17. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: |  | as restated |

£ | £ |

| 1,100 | Ordinary | 1 | 1,100 |  | 1,100 |  |

18. | RESERVES

| Group

| Retained |  | Other |

| earnings |  | reserves |  | Totals

£ | £ | £ |

| At 1 February 2024 | (7,476,973 | ) | (1,066,001 | ) | (8,542,974 | ) |

| Deficit for the year | (731,222 | ) | - |  | (731,222 | ) |

| Foreign Exchange Translation | 104,810 |  | - |  | 104,810 |  |

| At 31 January 2025 | (8,103,385 | ) | (1,066,001 | ) | (9,169,386 | ) |

IMPACT UK HOLDINGS LIMITED (REGISTERED NUMBER: 13185774)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

18. | RESERVES - continued

| Company

| Retained |  | Other |

| earnings |  | reserves |  | Totals

£ | £ | £ |

| At 1 February 2024 | (3,432 | ) | 1,029,724 |  | 1,026,292 |  |

| Deficit for the year | (1,205,354 | ) | - |  | (1,205,354 | ) |

| At 31 January 2025 | (1,208,786 | ) | 1,029,724 |  | (179,062 | ) |

19. | ULTIMATE CONTROLLING PARTY

| The parent company is Impact Holdings, Inc., a company incorporated in Delaware (USA).