The directors of the company have elected not to include a copy of the income statement within the financial statements.true

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

Deskpro Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 79 Hartfield Road, London, England, SW19 3ES.

The financial statements are prepared for the year ended 31 January 2026. The comparative information relates to the period ended 31 January 2025, which was a period of thirteen months.

As a result, the comparative information is not strictly comparable with the figures for the current year. No adjustments have been made to restate the comparative information to a twelve‑month basis.

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 amounts 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 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. In assessing whether the going concern assumption is appropriate, management has taken into account all available relevant information about the future, which is at least, but is not limited to, 12 months from the date when the financial statements are authorised for issue.

Management have prepared forecasts for the coming financial period, indicating a 20% increase in revenue and subsequent 15% increase in gross profit margin, which support the going concern assertion. Forecasts have been sensitised to model downturns in revenue and profits and, in each case, the company and group is deemed to have sufficient financial headroom to continue its operations for a period of at least one year from the date of sign off of these financial statements. The group's liquidity has been boosted by the availability of external financing, which is considered adequate to meet the group's cash requirements for the coming financial period.

The UK company is dependent on its US parent, which is its key customer and provider of capital, and has ongoing financial support from its parent to meet its operating cash requirements. The directors have been provided with a letter of support from the parent company, confirming its intention to provide the necessary financial support to allow the company to meet its financial obligations in the going concern period.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

• License fee revenue

• Cloud based revenue

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

The company enters into contracts to provide software licences together with ongoing support and maintenance services. The licence provides the customer with the right to use the software upon handover of the licence key. Support and maintenance services include support, updates and maintenance over the contract term.

Contracts typically comprise two distinct performance obligations; right-to-use license software and support and maintenance services. The total consideration is allocated to the identified performance obligations based on their standalone selling prices (SSPs). In the company's standard pricing, this results in 85% of the transaction price being allocated to the software licence and 15% to support and maintenance. If observable SSPs or pricing evidence indicate a different relative fair value, the allocation is adjusted accordingly.

License revenue is recognised at a point in time, when control transfers to the customer, which is the handover of the licence key.

Support and maintenance revenue is recognised over time on a straight‑line basis over the contract term, reflecting a standalone obligation and a time‑based pattern of benefit to the customer.

The company provides customers with access to its cloud‑based software platform and related hosting, availability, and routine updates. The service is provided continuously over the subscription term, typically with monthly billing.

The contract comprises a single standalone performance obligation to provide access to the cloud service and support over the subscription period. Revenue is recognised over time as the customer simultaneously receives and consumes the benefits as the services are provided. The pattern of revenue recognition reflects the time‑based nature of the service and is recognised on a straight‑line basis over the subscription term.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

A research and development tax credit has been obtained against qualifying expenditure. This credit is under the new merged scheme and is therefore recognised in other income in the profit and loss account.

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:

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.

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.

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.

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.

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.

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 statement of financial position 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, which include debtors, 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.

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, 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 payments 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. Amounts 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.

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.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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.

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

The company participates in two share-based payment plans granted to its employees. The first plan constitutes a standard share option scheme, whereby employees are granted options which vest over a forty-eight month period from grant date. Under the second plan, employees are granted an unsecured, interest-free loan to purchase shares in the company, which vest over a forty-eight month period from the grant date. The shares remain subject to right of repurchase by the company until exercised. Under both schemes, options are exercisable upon an exit event. All share options are awarded over the parent entity’s equity.

The valuation of share options, which forms the basis for the charge recognised in the financial statements, has been based upon an external company valuation report provided by a management expert. Key inputs into the valuation, and hence key judgements, include; risk-free interest rate, equity volatility rate, probability weighted time to exit, discount for lack of marketability and revenue multiple.

The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company’s employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.

The expense in relation to options over the company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution in other reserves.

At inception, the company assesses whether a contract is, or contains, a lease. A lease arises where the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control of the use of an asset occurs where the company has both the right to direct the use of the asset, and the right to obtain substantially all the economic benefits from that use.

Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within the same line items on the Statement of financial position as owned assets.

The right-of-use asset is initially measured at cost, which comprises the initial measurement of the lease liability adjusted for lease payments made at or before the commencement date less any lease incentives or grants received, plus initial direct costs and an estimate of the cost of obligations to dismantle, remove or restore the underlying asset and the site on which it is located.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate or the company’s obtainable borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be payable under residual value guarantees, the exercise price of any purchase options that the company is reasonably certain to exercise, and any penalties for early termination of a lease.

At each financial period end, the lease liability is adjusted to reflect payments made and interest accrued. Also, the lease liability is remeasured to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or recognised in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

In the comparative period, the company classified leases as finance leases whenever the terms of the lease transferred substantially all the risks and rewards of ownership to the lessees. All other leases were classified as operating leases. Assets held under finance leases were recognised as assets at the lower of the assets' fair value at the date of inception and the present value of the minimum lease payments. The related liability was included in the statement of financial position as a finance lease obligation. Lease payments were treated as consisting of capital and interest elements and the interest was charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability. Rentals payable under operating leases, less any lease incentives received, were charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis was more representative of the time pattern in which economic benefits from the leased asset were consumed.

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.

In the current year, the FRS 102 Periodic Review 2024 was early-adopted by the company for the first time and affects the financial statements as follows.

The company has applied the FRS 102 Periodic Review 2024 amendments to Section 20 Leases as an adjustment to the opening balance of retained earnings at the date of initial application. Comparative information is not restated.

The company’s revised accounting policies for leases are set out in note 1 and the adjustment for each financial statement line item affected by the application of the Periodic Review 2024 in the current period is set out below.

The company has applied the FRS 102 Periodic Review 2024 amendments to Section 23 Revenue as an adjustment to the opening balance of retained earnings at the date of initial application. Comparative information is not restated.

The company’s revised accounting policies for revenue are set out in note 1 and the adjustment for each financial statement line item affected by the application of the Periodic Review 2024 is set out below.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Management regularly assess balances due from other companies within the wider group and whether these are recoverable by the respective companies. Where it is considered that the future cash flows of these debts are less than the carrying amount in Deskpro Ltd, appropriate provisions are made against these balances to reflect the recoverability of the asset.

The total amount to be expensed is determined by reference to the fair value of the options granted. In arriving at the charge for the period, assumptions are made on the number of options likely to be exercised, the current market value of the shares over which the options are granted and current UK stock market volatility.

In respect of license revenue, the company enters into contracts that contain multiple elements, including an upfront license fee and an ongoing service obligation delivered over the life of the contract. Management is required to exercise judgement in determining the appropriate allocation of transaction price between these elements.

Based on an assessment of the nature of the services provided, the timing of delivery to the customer and the relative value of the components, management has determined that 85% of revenue is recognised at contract commencement, with the remaining 15% recognised over the life of the contract as the ongoing services are delivered.

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

The company holds a 100% interest in the ordinary share capital of Deskpro B.V., a company incorporated in the Netherlands. The principal activity of the company is software consultancy, supply and development.

Intercompany debtors are unsecured, interest-free and repayable on demand.

The company participates in a group share-based payment arrangement. Share options are granted to various employees, which are awarded over and settled in the parent company, Deskpro Inc's, shares.

The share based payment expense recognised in the year was £128,143 (2025: £nil), which represents a reasonable allocation of the group's total share-based payment expense.

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:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 January 2026 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.

Under the provisions of FRS 102 paragraph 33.1(a), the Company has not disclosed transactions with other wholly owned members of the group.

The company paid rent of £76,200 (2025: £76,200) during the year to a related party in which a common director has an interest. The balance owing at the year end was £nil (2025: £nil).

The immediate parent undertaking is Deskpro, Inc, a company registered in the United States of America.

Deskpro, Inc is part of a wider international group headed by Elsewhere Partners III, LP, which is deemed the ultimate controlling party.