Company registration number 03693883 (England and Wales)
VERIMATRIX UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
VERIMATRIX UK LIMITED
COMPANY INFORMATION
Directors
J F Labadie
V Convers
Secretary
Vistra Company Secretaries Limited
Company number
03693883
Registered office
Suite 1
7th Floor 50 Broadway
London
SW1H 0BL
Auditor
Eacotts International Limited
Grenville Court
Britwell Road
Burnham
Buckinghamshire
SL1 8DF
Business address
Suite 1
7th Floor 50 Broadway
London
SW1H 0BL
Bankers
HSBC Bank plc
1 Centenary Square
Birmingham
B1 1HQ
VERIMATRIX UK LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 19
VERIMATRIX UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

During the year the principal activity of the company was the development of security software and services which are used by our customers to protect their applications.

We aim to present a balanced and comprehensive review of the development and performance of the year and its position at year end. Our review is consistent with the size and non complex nature of our business and is written in the context of the risks and uncertainties we face.

The majority of our revenue is generated through inter-company billing of site overhead costs to Verimatrix S.A. (formerly Inside Secure S.A.) in France, subject to an inter-company transfer pricing agreement.

Turnover in the year under review has decreased by £405,688 (17.2%) compared to 20 24. The financial position of the company is in line with expectations and consistent with the size and complexity of the business.

As for many businesses of our size, the business environment in which we operate continues to be challenging. The global market for our products is highly competitive and margins are tight. We are aware that any future developments of our business may be subject to unforeseen future events outside our control.

Results and dividends

The results for the year are set out on page 6.

The directors do not recommend payment of an ordinary dividend.
Directors
The directors' interests in the shares of the company were as stated below:
J F Labadie
V Convers
Research and development

The main activity of the company is to provide R&D services to the parent company in France. The majority of our revenue is generated through inter-company billing of costs to Verimatrix S.A. (formerly Inside Secure S.A.), subject to an inter-company transfer pricing agreement. Costs and therefore revenue are dependent on the size of the R&D activity.

Statement of disclosure to auditor
(a) so far as the directors are aware, there is no relevant audit information of which the company's auditors are unaware, and
(b) they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
On behalf of the board
J F Labadie
Director
14 April 2026
VERIMATRIX UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

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 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 of the profit or loss of the company 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;

- 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. They 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.

VERIMATRIX UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VERIMATRIX UK LIMITED
- 3 -
Opinion

We have audited the financial statements of Verimatrix UK Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, 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:

- 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 year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 our audit:

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

VERIMATRIX UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VERIMATRIX UK LIMITED
- 4 -
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 identifie d material misstatements in the directors' r eport. 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; or

- the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

VERIMATRIX UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VERIMATRIX UK LIMITED
- 5 -

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.

Mr Brandis Savizon FCCA
Senior Statutory Auditor
For and on behalf of Eacotts International Limited
16 April 2026
Accountants
ICAEW Registered Auditors
Grenville Court
Britwell Road
Burnham
Buckinghamshire
SL1 8DF
VERIMATRIX UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
2025
2024
Notes
£
£
Turnover
3
1,953,991
2,359,679
Administrative expenses
(1,415,293)
(2,305,934)
Operating profit
4
538,698
53,745
Interest payable and similar expenses
7
(113,001)
(121,666)
Profit/(loss) before taxation
425,697
(67,921)
Tax on profit/(loss)
9
75,785
75,926
Profit for the financial year
501,482
8,005

The profit and loss account has been prepared on the basis that all operations are continuing operations.

VERIMATRIX UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 7 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
13,409
17,776
Current assets
Debtors
11
821,893
510,996
Cash at bank and in hand
149,344
310,614
971,237
821,610
Creditors: amounts falling due within one year
12
(6,144,688)
(6,500,910)
Net current liabilities
(5,173,451)
(5,679,300)
Net liabilities
(5,160,042)
(5,661,524)
Capital and reserves
Called up share capital
16
1
1
Profit and loss reserves
(5,160,043)
(5,661,525)
Total equity
(5,160,042)
(5,661,524)
The financial statements were approved by the board of directors and authorised for issue on 14 April 2026 and are signed on its behalf by:
J F Labadie
Director
Company registration number 03693883 (England and Wales)
VERIMATRIX UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
1
(5,669,530)
(5,669,529)
Year ended 31 December 2024:
Profit and total comprehensive income
-
8,005
8,005
Balance at 31 December 2024
1
(5,661,525)
(5,661,524)
Year ended 31 December 2025:
Profit and total comprehensive income
-
501,482
501,482
Balance at 31 December 2025
1
(5,160,043)
(5,160,042)
VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
1
Accounting policies
Company information

Verimatrix UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 1, 7th Floor 50 Broadway, London, SW1H 0BL.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash f low and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Verimatrix S.A. These consolidated financial statements are available from its registered office, Rond Point du Canet, Impasse des Carrés de l’Arc, 13590 Meyreuil, France.

VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 10 -
1.2
Going concern

These financial statements are prepared on the going concern basis.

The company is dependent for its working capital on funds provided to it by its parent undertaking. The company's ultimate parent undertaking, Verimatrix S.A., has indicated that for at least twelve months from the date of approval of these financial statements, it will continue to make available such funds as are needed by the company to pay its liabilities as they fall due and in particular will not seek repayment of the amounts currently made available.

The directors consider that this should enable the company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Based on the undertakings from Verimatrix S.A, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

1.3
Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.4
Tangible fixed assets

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

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

Leasehold improvements
20% straight line
Fixtures, fittings & equipment
33% straight line

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

1.5
Impairment of fixed assets

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

VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -

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

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

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

1.6
Cash and cash equivalents

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

1.7
Financial instruments

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Loans and receivables

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

1.9
Taxation

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

Current tax

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

Deferred tax
Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted. Deferred tax asset is provided in full on the grounds that it is certain the company will make sufficient taxable profits to allow the deferred tax asset to be utilised in the foreseeable future.
1.10
Employee benefits

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

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

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

1.11
Retirement benefits

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

1.12
Leases

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

1.13
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

No significant judgements were applied in the preparation of these financial statements.

3
Turnover

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

2025
2024
£
£
Turnover analysed by class of business
Income from group companies
1,953,991
2,359,679
2025
2024
£
£
Turnover analysed by geographical market
Outside the UK
1,953,991
2,359,679
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(419,004)
93,463
Depreciation of owned tangible fixed assets
15,738
20,539
Operating lease charges
31,583
27,395
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
16,411
17,735
VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
6
Employees

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

2025
2024
Number
Number
Research and development
9
12
Administration
2
2
Sales and marketing
4
4
15
18

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,203,378
1,610,735
Social security costs
147,194
182,215
Pension costs
66,621
107,767
1,417,193
1,900,717
7
Interest payable and similar expenses
2025
2024
£
£
Other interest
113,001
121,666
8
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
-
0
116,678
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(100,237)
(113,889)
Adjustments in respect of prior periods
8,272
21,070
Total current tax
(91,965)
(92,819)
VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Taxation
2025
2024
£
£
(Continued)
- 16 -
Deferred tax
ACAs
16,180
16,893
Total tax credit
(75,785)
(75,926)

The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
425,697
(67,921)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
106,424
(16,980)
Tax effect of expenses that are not deductible in determining taxable profit
32,295
58,353
Tax effect of utilisation of tax losses not previously recognised
(152,016)
(57,449)
Permanent capital allowances in excess of depreciation
(20,115)
(21,886)
Research and development tax credit
(66,825)
(75,927)
Under/(over) provided in prior years
8,272
21,070
Deferred tax adjustment
16,180
16,893
Taxation credit for the year
(75,785)
(75,926)
10
Tangible fixed assets
Leasehold improvements
Fixtures, fittings & equipment
Total
£
£
£
Cost
At 1 January 2025
94,185
134,370
228,555
Additions
-
0
11,371
11,371
Disposals
-
0
(7,399)
(7,399)
At 31 December 2025
94,185
138,342
232,527
Depreciation and impairment
At 1 January 2025
94,185
116,594
210,779
Depreciation charged in the year
-
0
15,738
15,738
Eliminated in respect of disposals
-
0
(7,399)
(7,399)
At 31 December 2025
94,185
124,933
219,118
VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Tangible fixed assets
Leasehold improvements
Fixtures, fittings & equipment
Total
£
£
£
(Continued)
- 17 -
Carrying amount
At 31 December 2025
-
0
13,409
13,409
At 31 December 2024
-
0
17,776
17,776
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
100,237
113,889
Amounts owed by group undertakings
614,314
262,034
Other debtors
19,051
3,029
Prepayments and accrued income
12,961
40,534
746,563
419,486
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 14)
75,330
91,510
Total debtors
821,893
510,996

Trade debtors disclosed above are measured at amortised cost.

12
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Other borrowings
13
5,816,681
6,183,489
Trade creditors
94,641
24,017
Taxation and social security
41,472
40,416
Other creditors
22,495
7,469
Accruals and deferred income
169,399
245,519
6,144,688
6,500,910
VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
13
Loans and overdrafts
2025
2024
£
£
Loan from parent company
5,816,681
6,183,489
Payable within one year
5,816,681
6,183,489

The loan from the parent company has no fixed repayment date and is repayable on demand. Interest is payable on the loan balance at 2% per annum.

14
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2025
2024
Balances:
£
£
ACAs
75,330
91,510
2025
Movements in the year:
£
Asset at 1 January 2025
(91,510)
Charge to profit or loss
16,180
Asset at 31 December 2025
(75,330)

Deferred tax is not recognised in respect of tax losses of £8,530,301 (20 24: £9,025.369) as it is not probable that they will be recovered against future taxable profits.

15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
66,621
107,767

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

VERIMATRIX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
16
Share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
1 Ordinary of £1 each
1
1
17
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
10,161
9,785
18
Events after the reporting date

In December 2025, the Group entered into an Asset Purchase Agreement for the sale of certain assets related to the Verimatrix cybersecurity business operating under the XTD (Extended Threat Defence) brand. The agreement was signed prior to the reporting date but is subject to closing conditions, including regulatory consents. The closing conditions were met on or before 4 February 2026 and accordingly the transaction was completed on 5 February 2026, at which date the relevant assets were sold to Guardsquare.

Although the transaction is being executed at a group level, it is expected to have a significant impact on Verimatrix UK Ltd. The key expected consequences for the UK entity are as follows:

- the transfer of approximately ten employees under TUPE regulations;

- the assignment of the current office lease, resulting in a reduction in ongoing premises costs;

- the disposal of certain fixed assets with a net book value of £7,837;

- a substantial reduction in operational activity, leading to an estimated decrease in turnover of around 70%;

- the continued employment of five staff members following completion of the transaction; and

- the discontinuation of R&D activities within the UK business, resulting in no expected R&D tax credit claims for the 2026 financial year and subsequent periods.

As the conditions required for completion were not satisfied as at 31 December 2025, this event is classified as a non‑adjusting post balance sheet event. No adjustments have been made to the 2025 financial statements in respect of this transaction.

19
Ultimate controlling party

The immediate and ultimate parent company is Verimatrix S.A. a company registered in France.

Verimatrix S.A. prepares consolidated financial statements and copies can be obtained from its registered office, Rond Point du Canet, Impasse des Carrés de l’Arc, 13590 Meyreuil, France.

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