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

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

Iplicit Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor At Bobby's, The Square, 2-12 Commercial Road, Bournemouth, Dorest, England, BH2 5LP.

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 directors have prepared these financial statements on a going concern basis. In reaching thistrue conclusion, the directors have reviewed both the company's and the group's (of which it is a part) trading performance, cash position, and financial projections for the period of not less than 12 months from the date of approval of these financial statements.

As at 31 December 2025, the group held cash and cash equivalents of £16.8 million. During the year, the group completed a £25 million institutional investment from One Peak Partners, which was received in full in January 2025 and materially strengthened the group’s balance sheet. The group’s principal source of revenue is recurring subscription income. Contracted Annual Recurring Revenue at 31 December 2025 stood at £11.45 million, representing growth of 73% over the prior year. Annual customer churn has remained low and consistent, providing a high degree of revenue predictability and visibility.

The directors have reviewed detailed cash flow forecasts for the period to 31 December 2026. These forecasts consider the group’s committed cost base, planned investment in headcount and product development, and a range of trading scenarios. The forecasts show that the group has sufficient resources to meet its obligations as they fall due throughout the forecast period. The directors are satisfied that the group has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties in this regard. Accordingly, these financial statements have been prepared on a going concern basis.

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

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

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 are recoverable.

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 balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, 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 profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

The group operates equity-settled share-based payment arrangements under which share options and growth shares are granted to employees as part of their remuneration. The fair value of the options and other equity instruments granted is recognised as an employee expense over the vesting period, with a corresponding credit to equity. The fair value is determined at the date of grant using the Black-Scholes option pricing model.

Where employees leave the group before their options have vested and are treated as bad leavers (all unvested options lapsing in full on departure), any cumulative expense recognised to the date of leaving is reversed in the period of forfeiture and no further expense is accrued in respect of those options.

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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

As part of calculating the fair value of options at the grant date, management are required to make a number of judgements and estimates.

Management engaged a professional valuation company to complete the fair value of the options at their grant date. The fair value of awards at the grant date is estimated using generally accepted valuation techniques, including the Black-Scholes pricing model for Options.

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

The share-based payment charge of £3,516,597 (2024: £716,853) is a non-cash accounting charge required under FRS 102 Section 26 in respect of the estimated fair value of employee share options granted. It has no effect on the group's cash position or operational cash flows, and represents no actual payment made or payable by the group. In any future commercial valuation or investment analysis of the business, this charge would typically be reversed or added back to arrive at an adjusted measure of profitability. It is disclosed separately in the income statement to ensure readers are not misled as to the underlying trading performance of the group.

Description of arrangements

The group has the following equity-settled share-based payment arrangements outstanding during the year:The group has the following equity-settled share-based payment arrangements outstanding during the year:

(i) Exit-only EMI options (granted prior to October 2024)

A total of 66,390 EMI options were granted prior to October 2024 as exit-only options, exercisable only on the occurrence of a qualifying liquidity event (sale or IPO of the group), in three tranches between September 2020 and May 2023. All options carry an exercise price of £0.01 per share, with a maximum contractual term of 10 years from each respective grant date. As the probability of a qualifying liquidity event during the contractual life of these options is assessed as negligible, a nil fair value has been ascribed to them and no share-based payment expense has been recognised. Where a holder of these exit-only options also holds parallel scheme options (arrangements (ii) below), the two sets of options are mutually exclusive: exercise of one extinguishes the other.

(ii) Unapproved A Ordinary share options – employee option grants (granted 1 January 2024)

In connection with employment arrangements, 4,862 unapproved A Ordinary share options were granted on 1 January 2024 at a nil exercise price (or nominal consideration of £0.0001 per share), vesting in full on 1 January 2026 (two years from grant date). All options remained outstanding at 31 December 2025, having vested on 1 January 2026 immediately after the year end, and no options lapsed during the period. The fair value at grant date was £33.19 per option, giving a total grant-date fair value of £161,370.

(iii) EMI share options over A Ordinary shares – parallel scheme (granted 24 October 2024)

In October 2024, EMI share options were granted to employees over A Ordinary shares at an exercise price of £1.78 per share, with a maximum contractual term of 10 years from grant (expiring 24 October 2034). The vesting dates differ by cohort to reflect employees’ respective tenure: Round 1 employees vested on 28 September 2025; Round 2 employees vest on 26 February 2028; Round 3 employees vest on 27 May 2028. Options lapse immediately on cessation of employment where the employee is treated as a bad leaver. As at 31 December 2025, 24,381 options had vested and were exercisable at 31 December 2025; no options from this arrangement had been exercised at the year end.

(iv) EMI share options over A Ordinary shares – wider employee grants (granted 24 October 2024)

In October 2024, EMI share options were granted to a wider group of employees over A Ordinary shares at an exercise price of £8.30 per share, vesting on 24 October 2029 (five years from grant), with a maximum contractual term of 10 years from grant (expiring 24 October 2034). No performance conditions other than continued service apply.

(v) Long-Term Incentive Plan (LTIP) – B1 Ordinary share options (granted 15 July 2025)

In July 2025, 152,054 B1 Ordinary share options were granted under the Long-Term Incentive Plan to a group of senior employees, vesting on 10 January 2029 (four years from grant), subject to continued employment. The maximum contractual term is 10 years from Grant Date (15 July 2035). The fair value of the awards reflects the value attributable to B1 Ordinary shares by reference to the group’s equity value at grant date (£156.6m) and a waterfall analysis of the B Ordinary share class entitlements.

(vi) Long-Term Incentive Plan (LTIP) – B2 Ordinary share awards (granted 10 January 2025)

Also in January 2025, 59,900 B2 Ordinary shares were subscribed for by a group of employees at a subscription price of £1.25 per share. The shares are subject to a clawback (forfeiture) if the holder ceases employment within three years of issue (before 10 January 2028). The B2 shares carry the same waterfall participation rights as B1 shares. A fair value of £27.44 per B2 share has been applied for accounting purposes, giving a total grant-date fair value of £1,643,436 (59,900 shares × £27.44), with the charge spread over the three-year clawback period to 10 January 2028. All 59,900 B2 shares remained in issue at 31 December 2025.

Option exercise during the year

During the year, one employee was granted permission by the board to exercise 162 of their 324 Tranche 3 Parallel options on leaving the group in September 2025. The options were exercised at the contractual exercise price of £1.78 per share, for total consideration of £288.36. The remaining 162 options held by that employee were forfeited on departure in the usual way. No other options were exercised during 2025 or 2024.

Movement in share options and awards

The tables below show the movement in share options and awards during the year. Weighted average exercise prices (WAEP) are not shown for LTIP B Ordinary awards as the exercise price is determined by reference to a waterfall based on group equity value at vesting rather than a fixed price per share.

Equity instruments other than share options

For EMI A Ordinary options outstanding at 31 December 2025, exercise prices range from £1.78 to £8.30 per share. The 24,381 Tranche 1 options were exercisable at 31 December 2025 (having vested on 28 September 2025). The remaining Tranche 2 and Tranche 3 Parallel options vest between February 2028 and May 2028, and the Tranche 4 options vest on 24 October 2029.

For LTIP B Ordinary awards, 152,054 B1 options and 59,900 B2 shares were outstanding at 31 December 2025 (211,954 in aggregate).

• The B1 options vest on 10 January 2029 (four years from grant);

• * the B2 shares are subject to forfeiture if the holder leaves employment before 10 January 2028 (three years from issue).

Fair value measurement

The fair values of options and awards were determined at grant date using the Black-Scholes option pricing model. Key assumptions are shown below.

The share price for A Ordinary EMI options reflects the price per share implied by a standard multiple of ARR (annual recurring revenue), consistent with historical investment rounds and current market valuations at the time. The equity value for LTIP B Ordinary awards is on a 100% equity basis consistent with the group's most recent external investment round (One Peak Partners, January 2025).

The B1 Ordinary share class participates in proceeds above waterfall hurdles relative to the group’s equity value. The Black-Scholes model has been applied to each waterfall tranche separately and aggregated to give a fair value of £33.20 per B1 share.

Volatility of 30% is estimated by reference to a basket of comparable listed companies. No dividends are assumed, consistent with the group's stage of development.

The B2 Ordinary share fair value of £27.44 per share reflects the subscription price of £1.25, expected life of 3 years (to 10 January 2028), 30% volatility, and a risk-free rate of 4.35% 4(3-year UK gilt, January 2025), with nil dividend yield.

For the unapproved A Ordinary share option grants (arrangement (vi) – 4,862 options in aggregate, granted 1 January 2024, nil exercise price, vesting in full on 1 January 2026), fair value was determined by reference to the A Ordinary share value of £33.19 per share at grant date. Total grant-date fair value: £161,370 (4,862 options × £33.19).

Group Limited parent company

The share-based payment charge arises in iplicit Limited, the trading subsidiary. In the parent entity’s individual accounts, the charge is recognised as an increase in the cost of investment in subsidiary, with a corresponding credit to the share-based payment reserve (Dr Investments in subsidiaries; Cr Share-based payment reserve). There is no income statement charge in iplicit Group Limited’s own accounts.

Total share-based payment expense

The total charge recognised in the income statement in respect of equity-settled share-based payment transactions is as follows:

The share-based payment charge is a non-cash item included within administrative expenses.

During the year, a debt to equity swap was completed to convert £7,715,818 of debt, being the amount owed at the balance sheet date to Iplicit Group Limited, the ultimate parent undertaking, into 7,715,818 Ordinary shares with a nominal value of £1 per share, leaving the business having issued 20,697,537 Ordinary shares.

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

The auditor's report is unqualified.

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

During the year the company entered into the following transactions with related parties:

Companies with common directors

During the year, the company was invoiced for services totalling £238,964 (2024:£17,500) and sold services totalling £325,641 to related parties. At the balance sheet date the trade creditor balance due to the related parties was £21,896 and the trade debtor balance was £15,042.

The controlling party of the company is Iplicit Group Limited by virtue of its 100% shareholding in Iplicit Limited.

The prior period has been adjusted to reflect share based payment transactions totalling £716,853 as both an expense and an increase in the Capital contribution reserve.