Company Registration No. 09464674 (England and Wales)
LITMUS SOFTWARE LIMITED
FINANCIAL STATEMENTS
31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
LITHGOW PERKINS LLP
Chartered Accountants
Crown Chambers
Princes Street
Harrogate
LITMUS SOFTWARE LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
LITMUS SOFTWARE LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
5,425,558
5,425,558
Current assets
Debtors
5
40,476
36,716
Cash at bank and in hand
1,049,846
163,722
1,090,322
200,438
Creditors: amounts falling due within one year
6
(5,801,274)
(4,669,723)
Net current liabilities
(4,710,952)
(4,469,285)
Net assets
714,606
956,273
Capital and reserves
Called up share capital
7
1,000
1,000
Profit and loss reserves
713,606
955,273
Total equity
714,606
956,273

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 25 March 2026 and are signed on its behalf by:
M R Briggs
Director
Company registration number 09464674 (England and Wales)
LITMUS SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Litmus Software Limited is a private company limited by shares incorporated in England and Wales. The registered office is Riverbank House, 2 Swan Lane, LONDON, EC4R 3TT.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Litmus Software Limited is a wholly owned subsidiary of Litmus Software, Inc. The ultimate controlling party is Validity Holdings, Inc. who draw up consolidated financial statements of the group. These financial statements are available from 100 Summer St, Suite 2900, Boston MA 02110.

1.2
Going concern

The financial statements are prepared on true a basis other than going concern.

The directors of the company have confirmed that the company is planned to be wound down during the course of 2026. Upon completion of the wind-down process, all assets and liabilities of the company will be transferred to subsidiaries of the ultimate parent company, Validity Holdings, Inc.

During this transition period, Validity Holdings, Inc. and its subsidiary, Litmus Software, Inc., will continue to provide financial support to Kickdynamic Limited to ensure the orderly completion of the wind-down process. Furthermore, the existing intercompany loan will remain in place and will not be withdrawn until the wind-down process has been fully finalised.

Accordingly, the directors confirm the accounts are prepared on a basis other than going concern.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

LITMUS SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

1.5
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.

1.6
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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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.

1.7
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.

1.8
Taxation

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

LITMUS SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
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.

1.9
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.

1.10
Retirement benefits

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

1.11
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.

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.

3
Employees

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

2024
2023
Number
Number
Total
15
13
LITMUS SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
5,425,558
5,425,558
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
40,476
36,716
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
1,417
2,893
Amounts owed to group undertakings
5,645,161
4,508,796
Taxation and social security
-
0
70,100
Other creditors
154,696
87,934
5,801,274
4,669,723
7
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
100,000
100,000
1,000
1,000
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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.

LITMUS SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Audit report information
(Continued)
- 6 -

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to Note 1.2 in the financial statements, which explains that the directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

Senior Statutory Auditor:
Michael Briggs BA FCA
Statutory Auditor:
Lithgow Perkins LLP
LITHGOW PERKINS LLP
Date of audit report:
7 April 2026
9
Parent company

The company is a subsidiary of Litmus Software, Inc. The registered office of Litmus Software, Inc is 675 Massachusetts Avenue, Cambridge, Massachusetts, United States of America.

The ultimate parent company is Validity Holdings, Inc. who draw up the consolidated financial statements of the group. Their corporate headquarters are at 100 Summer St, Suite 2900, Boston, MA 02110.

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