Company No: 06710137 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2025		2024
		£		£
				Restated - note 3
Fixed assets
Intangible assets	6	6,477,372		5,254,616
Tangible assets	7	18,439		25,110
Investments	8	124,154		124,154
		6,619,965		5,403,880
Current assets
Debtors	9	1,511,320		2,191,815
Cash at bank and in hand		3,635,542		2,727,493
		5,146,862		4,919,308
Creditors: amounts falling due within one year	10	( 7,996,389)		( 7,771,806)
Net current liabilities		(2,849,527)		(2,852,498)
Total assets less current liabilities		3,770,438		2,551,382
Creditors: amounts falling due after more than one year	11	( 2,596,306)		( 2,794,818)
Net assets/(liabilities)		1,174,132		( 243,436)
Capital and reserves
Called-up share capital	12	1,798		1,750
Share premium account		7,785,909		7,785,280
Other reserves		3,188,775		3,184,348
Profit and loss account		( 9,802,350 )		( 11,214,814 )
Total shareholders' funds/(deficit)		1,174,132		( 243,436)

For the financial year ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of MixCloud Ltd (registered number: 06710137) were approved and authorised for issue by the Board of Directors on 06 May 2026. They were signed on its behalf by:

Mr N Perez Krause Director

1. Accounting policies

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

General information and basis of accounting

MixCloud Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Unit 2255, 275 New North Road, London, N1 7AA, United Kingdom.

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

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Change in accounting policies

The directors have made the decision to align how the company recognises development costs with its US subsidiary and other companies in the group. Development costs are therefore now being capitalised and amortised rather than expensed. This change in policy has been applied retrospectively and the prior year accounts restated as explained in note 3.

Prior year adjustment

The prior year figures have been restated following a change in accounting policy for development costs, resulting in an increase in retained earnings of £5,254,616, as explained in note 3.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for 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.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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 it is probable will be recovered.

Employee benefits

Short term 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 as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

Share-based payment

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Taxation

Current tax
Taxation for the year comprises the tax currently repayable. Tax is recognised in the Income Statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current 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.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Development costs	10 years straight line
Trademarks, patents and licences	3 years straight line

Research and development

Research expenditure is written off as incurred. Development expenditure , where the directors are satisfied as to the technical, commercial and financial viability of individual projects, is capitalised as an intangible asset and then when brought into use amortised over the period during which the Company is expected to benefit. This period is 10 years. Provision is made for any impairment.

Trademarks, patents and licences

Separately acquired trademarks are included at cost and amortised in equal annual instalments over a period of 5 years which is their estimated useful economic life. Provision is made for any impairment.

Tangible fixed assets

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

Fixtures and fittings	3 - 5 years straight line
Computer equipment	3 years straight line

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The selection of these residual values and estimated lives requires the exercise of judgement. The directors are required to assess whether there is an indication of impairment to the carrying value of assets. In making that assessment, judgements are made in estimating value in use. The directors consider that the individual carrying values of assets are supportable by their value in use.

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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account.

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.

Cash and cash equivalents

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

Financial instruments

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

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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 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.

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

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

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 leases asset are consumed.

2. Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within the individual accounting policies below.

3. Prior year adjustment

During the year, the directors reviewed the accounting treatment applied to development expenditure and, to align with the accounting policies applied across the wider group, determined that development costs meeting the criteria under FRS 102 should be capitalised and amortised rather than expensed as incurred.

This change in accounting policy has been applied retrospectively in accordance with FRS 102. As a result, the comparative figures for the year ended 31 December 2024 have been restated.

The impact of the retrospective application of this policy was to increase intangible assets by £5,254,616 and to increase retained earnings by £5,254,616 at 31 December 2024. There was no impact on cash flows.

The effect of the restatement on the balance sheet at 31 December 2024 is summarised below:

		As previously reported		Adjustment		As restated
Year ended 31 December 2024		£		£		£
Retained earnings		16,469,430		(5,254,616)		11,214,814
Intangible assets		7,621		8,815,437		8,823,058
Accumulated amortisation on intangible assets		(7,621)		(3,560,821)		(3,568,442)

There was no impact on the profit or loss for the current financial year as a result of this prior year adjustment.

4. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	35		37

5. Share-based payments

Equity-settled share-based payment schemes

The Company operates an EMI qualifying share option scheme for employees and an unapproved share option scheme. Generally, options vest over a four year period with a one year cliff and expire on the tenth anniversary of the grant.

The share options are exercisable on the share capital of the Company. The exercise price of the share options is equal to the fair value of the underlying shares on the date of grant. There are no cash settlement alternatives for the employees.

The Company continues to have outstanding warrants issued to two entities, giving them the right to purchase a specified number of B Ordinary shares in the company at a specified price. There are no vesting conditions attached to these rights, which were exercisable upon issue. The Company cannot reliably estimate the fair value of the services received due to the nature of the transactions. Therefore, the transaction has been measured by reference to the fair value of the warrants.

Details of the share options outstanding during the financial year are as follows:

	2025			2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	3,123,922	0.12597		3,830,314	0.10311
Forfeited during the period	0	0		( 9,359)	0.00010
Exercised during the period	( 142,861)	0.00452		( 697,033)	0.00010
Outstanding at the end of the period	2,981,061	0.14879		3,123,922	0.12597
Exercisable at the end of the period	1,451,662	0.28843		2,950,077	0.14219

The Company has a share option pool from which it can allocate options to employees and advisors in future, with standard 4 years vesting terms, subject to board approval. The balance of unallocated shares in the pool as at the year end was 92,981 (2024: 109,581).

The share option reserve represents the cumulative charge recognised in equity in respect of equity‑settled share‑based payment arrangements, net of amounts transferred on exercise or lapse of options.

At 31 December 2025, the share option reserve amounted to £3,188,775 (2024: £3,184,348), reflecting share‑based payment charges recognised during the year in accordance with FRS 102.

Movements in the share option reserve arise from share‑based payment charges recognised during the vesting period of options granted to employees and other parties.

The Company recognised total expenses of £ 4,426 and £ ( 857) related to equity-settled share-based payment transactions in 2025 and 2024 respectively.

6. Intangible assets

	Development costs		Trademarks, patents and licences		Total
	£		£		£
Cost
At 01 January 2025	8,815,437		7,621		8,823,058
Additions	1,833,102		0		1,833,102
At 31 December 2025	10,648,539		7,621		10,656,160
Accumulated amortisation
At 01 January 2025	3,560,821		7,621		3,568,442
Charge for the financial year	610,346		0		610,346
At 31 December 2025	4,171,167		7,621		4,178,788
Net book value
At 31 December 2025	6,477,372		0		6,477,372
At 31 December 2024	5,254,616		0		5,254,616

7. Tangible assets

	Fixtures and fittings		Computer equipment		Total
	£		£		£
Cost
At 01 January 2025	38,911		130,692		169,603
Additions	368		6,492		6,860
At 31 December 2025	39,280		137,184		176,464
Accumulated depreciation
At 01 January 2025	38,907		105,586		144,493
Charge for the financial year	60		13,472		13,532
At 31 December 2025	38,967		119,058		158,025
Net book value
At 31 December 2025	313		18,126		18,439
At 31 December 2024	4		25,106		25,110

8. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 January 2025	124,154
At 31 December 2025	124,154
Carrying value at 31 December 2025	124,154
Carrying value at 31 December 2024	124,154

9. Debtors

	2025		2024
	£		£
Trade debtors	41,858		25,512
Amounts owed by own subsidiaries	219,632		163,524
Corporation tax	1,120,746		1,577,525
Other debtors	129,084		425,254
	1,511,320		2,191,815

10. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	131,361		148,892
Amounts owed to own subsidiaries	0		13,485
Other taxation and social security	137,639		109,699
Other creditors	7,727,389		7,499,730
	7,996,389		7,771,806

11. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Other creditors	2,596,306		2,794,818

There are no amounts included above in respect of which any security has been given by the small entity.

12. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
9,366,595 A ordinary shares of £ 0.0001 each	937		937
2,782,001 B ordinary shares of £ 0.0001 each (2024: 2,299,033 shares of £ 0.0001 each)	278		230
679,930 Deferred ordinary shares of £ 0.0001 each	68		68
	1,283		1,235
5,153,751 A1 preference shares of £ 0.0001 each	515		515
	1,798		1,750

The A Ordinary, B Ordinary and Preferred shares have full voting and equity rights. On liquidation, reduction of capital, dissolution or winding up of the company the Preferred shares have the right to receive an amount equal to the preference amount as set out in the Articles of Association and as outstanding from time to time together with any arrears or accruals of dividends due or declared and unpaid at the date of such distribution. The Preference shareholders have the right to convert the Preference shares into ordinary shares. The Preference shares are not redeemable. The Deferred shares do not entitle the holders of the shares to receive notice of, to attend, to speak or to vote at any general meeting of the company nor to receive or vote on, or otherwise constitute an eligible member for the purpose of, proposed written resolutions of the Company.

During the year the Company issued a total of 482,968 B Ordinary shares for £0.0001

13. Financial commitments

Commitments

Other financial commitments

	2025		2024
	£		£
Operating lease commitment	13,500		13,500

14. Related party transactions

Transactions with the entity's directors

	2025		2024
	£		£
Amounts owed by director	0		692

The outstanding balance was unsecured and repayable on demand. No interest was charged on the outstanding balance.

15. Subsidiaries

Details of the company's wholly owned subsidiaries at 31 December 2025 are as follows:

Mixcloud Spain SL - Av Parallel 141, SA 2, Barcelona, 08004, Spain.

Mixcloud Inc - 300 Delaware Ave, Suite 210 #450, Wilmington, DE 19801, USA

1015 Limited - Unit #2255 275 New North Road, London, N1 7AA, England

16. Ultimate controlling party

There is no overall control, the company is controlled by the board of directors.