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Registered number: 05425764
SILOBREAKER LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents the Strategic Report for the year ended 31 December 2025. The director, in preparing this Strategic Report, has complied with s414C of the Companies Act 2006.
The aim and principal activity of the Silobreaker group is as a next-generation threat intelligence provider that primarily focuses on data aggregation, enrichment, and visualization of both unstructured and structured data.
The software is cloud based, highly scalable and aims to mitigate cyber and non-cyber risk within their customers estates. Silobreaker sells its software products in a user-based subscription model to enterprise companies with their own teams of threat intelligence analysts in a wide range of industries and sizes.
The director is satisfied with the financial results. In 2025, the group continued its investment in research and development and thus in the further development of its software. Product improvements were made and new functionalities (e.g. Furtherance of artificial intelligence capabilities, executive dashboarding, and semantic search functionalities) were developed.
The group plans to continue investing in research and development over the next few years to further improve the software and bring new features to the market.
Principal risks and uncertainties
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The parent company manages financial risks according to instructions provided by the Board of Directors.
The company operates internationally, and it is, therefore, exposed to foreign exchange risk arising on the cash flow of sales and expenses, along with exchange differences arising on the consolidation of foreign subsidiaries and associated translation into GBP.
The company has credit and counterparty risks relating to its clients with whom it has accounts receivables and long contracts as well as financial counterparties.
The group has third party debt on its Statement of Financial Position and is therefore exposed to interest rate risk. The amount of debt is leveraged against its annual recurring revenues and interest cover ratios are closely monitored for affordability.
The company's customer base primarily consists of large and medium sized enterprises whose operations tend to be quite stable and offer strong credit ratings. The company's business is, nevertheless, based on a relatively small number of customers and, therefore, the impact of a single customer on the group's revenue could be quite large. The customer gross churn rates are extremely closely monitored at all levels within the business and the introduction of a new customer success team is helping the business keep these rates low.
Development and performance
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The group primarily measures business success based on sales development, specifically recurring sales from subscription contracts.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Financial key performance indicators
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The director considers that annual recurring revenue continues to be the key performance indicator for the group, along with cashflow, gross profit and EBITDA (Earnings before interest, tax depreciation and amortisation, calculated as operating loss, and then adding back for depreciation and amortisation).
The group's results for the year are in line with the expectation of the director and provide a solid base for future activities.
Other information and explanations
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The director has no plans for further reorganisation or change in the near future and remain cautious but optimistic in light of the groups position and macro-economic factors.
This report was approved by the board and signed on its behalf.
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DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents his report and the financial statements for the year ended 31 December 2025.
The principal activity of the company during the year was providing information technology services.
The profit for the year, after taxation, amounted to £359,709 (Unaudited 2024: loss £83,534).
The directors did not recommend the payment of dividends in the year (Unaudited 2024: £Nil).
The director who served during the year, and up to the date of signing these financial statements was:
Director's responsibilities statement
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The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs and profit or loss of the company for that period. In preparing these financial statements, the director is required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
Qualifying third party indemnity provisions
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Qualifying indemnity insurance was in place for the directors during the year which was also in force at the date of this report.
In 2026, the company is undergoing a rebranding exercise as part of a broader market repositioning initiative led by the new CEO who joined the company in July 2025.
The company continues to monitor the market for M&A opportunities to support its growth ambitions.
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SILOBREAKER LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Matters covered in the Strategic Report
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The company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the company's Strategic Report the company's Strategic Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review, details of the principal risks and uncertainties, and financial risk management.
The annual financial statements have been prepared on the basis of accounting policies applicable to going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligation and commitments will occur in the ordinary course of business. The foreseeable impact and effect of the market have been taken into consideration within the going concern assessment of the business.
The ability of the company to continue as a going concern is dependent on a number of factors. The most significant of these is that the directors continue to procure funding as required from time to time to support the ongoing operations of the company.
Odin Topco Ltd (acting as the ultimate parent company) has confirmed its intention to provide financial support to the Company for a period of at least 12 months from the date of approval of these financial statements. This support may be provided through intercompany funding, equity injections, or the deferral of amounts due to group undertakings.
There have been no significant events affecting the company since the reporting date.
Disclosure of information to auditor
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The director confirms that:
∙so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and
∙the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor, Grant Thornton UK LLP, was appointed during the year and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SILOBREAKER LIMITED
We have audited the financial statements of Silobreaker Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
∙the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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
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We are responsible for concluding on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the director's conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as increased geopolitical uncertainty, we assessed and challenged the reasonableness of estimates made by the director and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SILOBREAKER LIMITED (CONTINUED)
Conclusions relating to going concern (continued)
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon. The director is 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SILOBREAKER LIMITED (CONTINUED)
Matter on which we are required to report under the Companies Act 2006
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In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.
Matters on which we are required to report by exception
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 director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of director
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As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SILOBREAKER LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
∙We obtained an understanding of the legal and regulatory frameworks applicable to the company and industry in which it operates through our general commercial and sector experience, discussions with management and review of board minutes. We determined that the following laws and regulations were most significant: FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, the Companies Act 2006 and the relevant tax compliance regulations in the UK. In addition, we concluded that there are certain laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as health and safety and employee matters;
∙We enquired of management concerning the company’s policies and procedures relating to:
−the identification, evaluation and compliance with laws and regulations;
−the detection and response to the risks of fraud; and
−the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations.
∙We enquired of management and those charged with governance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud;
∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;
∙The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team including consideration of the engagement team’s:
−understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation;
−knowledge of the industry in which the client operates; and
−understanding of the legal and regulatory requirements specific to the entity including, the provisions of the applicable legislation and the applicable statutory provision;
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SILOBREAKER LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included:
−identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
−challenging assumptions and judgements made by management in its significant accounting estimates;
−identifying and testing journal entries, in particular journal entries posted with unusual account combinations that increased revenues or that reduced costs in the profit and loss account; and
−assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item;
∙In addition, we completed audit procedures to conclude on the compliance of disclosures in the annual report and accounts with applicable financial reporting requirements; and
∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
Use of our 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.
Charlotte Anderson BSc FCA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Milton Keynes
1 May 2026
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Profit/(loss) for the financial year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Comprehensive Income.
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There was no other comprehensive income for 2025 (Unaudited 2024: £Nil).
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The notes on pages 13 to 26 form part of these financial statements.
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SILOBREAKER LIMITED
REGISTERED NUMBER:05425764
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Share based payment reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 26 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Share based payment reserve
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At 1 January 2024 (unaudited)
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Comprehensive loss for the year
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Contributions by and distributions to owners
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Share based payment charge
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At 1 January 2025 (unaudited)
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Comprehensive income for the year
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Contributions by and distributions to owners
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Share based payment charge
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The notes on pages 13 to 26 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Silobreaker Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 05425764, and its registered head office is located at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Odin Topco Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The annual financial statements have been prepared on the basis of accounting policies applicable to going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligation and commitments will occur in the ordinary course of business. The foreseeable impact and effect of the market have been taken into consideration within the going concern assessment of the business.
The ability of the company to continue as a going concern is dependent on a number of factors. The most significant of these is that the directors continue to procure funding as required from time to time to support the ongoing operations of the company.
Odin Topco Ltd (acting as the ultimate parent company) has confirmed its intention to provide financial support to the Company for a period of at least 12 months from the date of approval of these financial statements. This support may be provided through intercompany funding, equity injections, or the deferral of amounts due to group undertakings.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentation currency is GBP and all values are rounded to the nearest pound (£) except where otherwise stated.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit or loss within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Turnover represents amounts receivable for software license subscriptions and services net of VAT and trade discounts. Turnover in respect of long-term contracts and contracts for on-going services is recognised on a straight line basis over the period of contracts.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.
Interest income is recognised in profit or loss using the effective interest method.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.
Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
Estimates
In the process of preparing the financial statements, no significant estimates were applied.
Judgements
In the process of preparing the financial statements, no significant judgements were applied.
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An analysis of turnover by class of business is as follows:
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Subscription license income
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All turnover arose within the United Kingdom.
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Research & Development tax credit
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The operating profit/(loss) is stated after charging:
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Depreciation on tangible assets
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Foreign Exchange differences
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During the year, the company obtained the following services from the company's auditor:
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Fees payable to the company's auditor for the audit of the company's financial statements
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The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.
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Cost of defined contribution scheme
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The average monthly number of employees, including the director, during the year was as follows:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 director (Unaudited 2024: 1) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £303,387 (Unaudited 2024: £431,668).
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The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,762 (Unaudited 2024: £13,250).
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Interest receivable and similar income
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Interest receivable from group undertakings
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Fixed asset timing differences
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Adjustments in respect of prior periods
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (Unaudited 2024: lower than) the standard rate of corporation tax in the UK of25% (Unaudited 2024:25%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (Unaudited 2024: 25%)
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Expenses not deductible for tax purposes
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Losses and other deductions
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Adjustments to tax charge in respect of prior periods - deferred tax
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Total tax charge/(credit) for the year
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Factors that may affect future tax charges
Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the Balance Sheet date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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At 1 January 2025 (unaudited)
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At 1 January 2025 (unaudited)
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At 31 December 2024 (unaudited)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Due after more than one year
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Corporation tax recoverable
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Amounts owed by group undertakings
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Deferred taxation (note 16)
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Amounts owed by group undertakings are unsecured, interest bearing at market rate and repayable on demand.
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: amounts falling due after more than one year
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Accruals and deferred income
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At beginning of year (unaudited)
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Fixed asset timing differences
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Short term timing differences
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Losses and other deductions
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Allotted, called up and fully paid
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6,000,000 (Unaudited 2024: 6,000,000) Ordinary shares of £0.01 each
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All shares have equal voting rights, with each member having one vote on a show of hands and one vote per share held on a poll. Each share ranks equally for the declaration of dividends and any distribution made on a winding up. The shares are not subject to redemption.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company's capital and reserves are as follows:
Called up share capital
Represents the nominal value of shares that have been issued.
Share based payment reserve
The company operates an equity-settled share-based payment scheme under which share options are granted to certain employees. The fair value of the services received in exchange for the grant of the options is recognised as an expense over the vesting period, with a corresponding increase in equity through the share-based payment reserve.
Profit and loss account
Includes all current and prior periods retained profits and losses.
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
Unaudited
2024
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Outstanding at the beginning of the year (unaudited)
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Forfeited during the year
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Exercised during the year
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Outstanding at the end of the year
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The number of shares that vested during the year was 8,429 (2024: 9,556). The total number of unvested shares outstanding at year end was 21,592 (2024: 18,521).
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The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £146,870 (Unaudited 2024: £224,244). Contributions totalling £24,678 (Unaudited 2024: £10,767) were payable to the fund at the reporting date and are included in creditors.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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The company has taken advantage of the exemption allowed under section 33 of FRS 102 'Related party disclosure' not to disclose related party transactions with wholly owned subsidiaries within the group.
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There have been no significant events affecting the company since the reporting date.
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Immediate parent undertaking and controlling party
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The company's immediate parent is Elucidon Group Limited, a private company limited by shares, incorporated in England and Wales. Its registered number is 04624178 and its registered office is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT.
The ultimate parent company is Odin Topco Limited, a private company limited by shares incorporated in England and Wales. Its registered number is 13802302 and its registered office is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT. Odin Topco Limited is the smallest and largest group for which consolidated financial statements including the company are prepared. The consolidated financial statements are publicly available through Companies House.
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