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.

Sugarai UK Limited (formerly Sales-I UK Limited) is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor, St James House, St James Square, Cheltenham, GL50 3PR.

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.

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

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;

• Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Sales-i Limited. These consolidated financial statements are available from its registered office at 4th Floor, St James House, St James Square, Cheltenham, GL50 3PR.

At 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 at least 12 months from the approval of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

After reviewing the company’s latest management information, and making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operation for at least 12 months from the approval of the financial statements, meeting its liabilities as they fall due.

A letter of support has been received from the US parent company, which provides continued support if required for at least 12 months from the date of approval of the financial statements including the non-recall of intergroup balances. The directors have made enquiries to assess the ability of the parent company to provide such support if it was required, and have assessed that the counterparty can provide such support.

For the reasons set out above, the directors have prepared the financial statements on a going concern basis and have concluded that there are no material uncertainties relating to going concern.

The reporting period has been extended to the thirteen month period ended 31st January 2025. The reporting date was aligned to the reporting date of the wider group to which the company now belongs. The comparatives to the year ended 31st December 2023 are therefore not entirely comparable.

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.

Subscriptions are recognised in equal instalments over the period the customer is entitled to access the company's software. Services revenue is recognised when the service is rendered. Training fees are recognised when the training has been delivered.

Consideration received prior to the performance of, or delivery of, the services is recognised in the Statement of Financial Position as deferred income.

All expenditure on research and development is written off against profits in the year in which it is incurred.

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.

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

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

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.

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

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.

Provisions are recognised when the company has a legal or constructive present obligation 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 reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

Until 20th May 2024, the company participated in a share-based payment arrangement granted to its employees. The company elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the then group recognised in its consolidated accounts. The directors considered that an appropriate allocation was to recognise the expense based on the number of employees benefiting from the share based payment plan as employed by each group entity. The fair value of equity-settled share based payments was measured by the parent company using a Black-Scholes pricing model.

Equity-settled share-based payments were 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 was expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment was made to equity.

Amounts credited to the reserve are transferred to the Profit and Loss account upon the exercise of the related options.

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

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.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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.

Other operating income

Other operating income, excluding grant income, relates to royalties charged to group companies on an arms length basis and is recognised in the period to which it relates.

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.

Critical judgements and estimates

The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements.

Share option valuation

Until 20th May 2024, the then group, to which the company belonged, implemented a share option scheme for group employees. The company recognised and measured its share based payment expense on the basis of a reasonable allocation of the expense recognised for the group. The allocation was based on the number of employees benefiting from the share based payment plan employed by each group entity.

Calculation of the expense relied on calculating the value of the options at the grant date. This was subject to uncertainty and management used the widely accepted Black-Scholes model to estimate this.

During the year an exit event occurred which caused the share options to vest, therefore there was no uncertainty over the expected vesting period or expected options to vest.

Dilapidations provision

Dilapidations provisions represent an estimate of the liability to be incurred by the company in respect of operating leases pertaining to buildings that need to be returned to their original condition. The dilapidations provision is made using management's best estimate of costs to be incurred through consultation with building contractors.

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

Until the 21st May 2024, the number of directors for whom retirement benefits were accruing under defined contribution schemes amounted to 2 (2023 - 2).

Until the 21st May 2024, the number of directors who were entitled to receive shares under long term incentive schemes during the period was 1 (2023 - 1).

The highest paid director exercised share options during the period.

Amounts owed by group undertakings are interest free, unsecured and repayable on demand.

Trade debtors are shown net of provisions totalling £nil (2023: £29,064).

Amounts owed to group undertakings are interest free, unsecured and repayable on demand.

Dilapidations provisions represent an estimate of the liability to be incurred by the company in respect of operating leases pertaining to buildings that need to be returned to their original condition. The dilapidations provision is made using management's best estimate of costs to be incurred through consultation with building contractors.

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

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

Deferred tax in the prior year was not recognised in respect of tax losses of £2,793,009, at that time it was not probable that the losses would be recovered against future taxable profits.

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

At the balance sheet date the company owed £15,396 to the pension provider (2023: £15,024).

Until the 20th May 2024, the then group to which the company belonged operated a share option scheme for group employees.

The company recognised and measured its share based payment expense on the basis of a reasonable allocation of the expense recognised for the group. The allocation was based on the number of employees and their options benefiting from the share based payment plan employed by each group entity.

The equity settled share based payment charge for the period ended 31 January 2025 totals £322,429 (year ended 31 December 2023: £691,662).

On the 20th May 2024, an exit event occurred and all options were exercised or cancelled, the scheme closed on this date.

Includes excess of consideration received over nominal value of share issues in current and prior periods.

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 was unqualified.

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

The company has taken advantage of the exemption available per paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

Until 21st May 2024, The Technology and Innovation Fund LP was a shareholder in the company. The fund provided the group with consultancy services as requested under a consultancy agreement. During the period, the company paid £13,222 for consultancy services (year ended 31 December 2023: £35,000). There was no balance payable or receivable at the balance sheet date (2023: £0).

Also until 21st May 2024, Phaistos Management Limited was a related party due to being under control of a director of the company. The company also provided consultancy services as requested under a consultancy agreement. During the period, the group paid £22,500 for consultancy services (year ended 31 December 2023: £36,138). There was no balance payable or receivable at the balance sheet date (2023: £0).

On 11 March 2026, a date after the reporting period but prior to the signing of these financial statements, the company was named as a respondent in a settlement agreement relating to a claim brought by a former employee, who was also a director.

Under the terms of the agreement, the ultimate parent company is required to pay compensation to the claimant, via any of the respondent companies, totalling £830,000. This amount includes up to a maximum of £135,000 in respect of legal fees incurred by the claimant.

Also on 11 March 2026, the company's name was changed from Sales-I UK Limited to Sugarai UK Limited.

The immediate parent and controlling party at 31 January 2025 is Sales-I Limited, a company registered in England.

The smallest and largest group preparing consolidated financial statements including the company is Sales-I Limited. These financial statements may be obtained from Sales-I Limited at the registered office, 4th Floor, St James House, St James Square, Cheltenham, GL50 3PR.

On 21 May 2024, 100% of the share capital in Sales-I Limited, the company's parent company, was acquired by SugarCRM, Inc, a company incorporated in the United States of America.

The ultimate parent company is Accel-KKR Holdings GP, LLC.

There is no ultimate individual controlling shareholder.