REGISTERED NUMBER: 10643713 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

INTROHIVE UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

L Blakemore

SECRETARY:

Ms S Fard

REGISTERED OFFICE:

10 John Street

London

WC1N 2EB

REGISTERED NUMBER:

10643713 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Tangible assets

4

7,303

4,359

CURRENT ASSETS

Debtors

5

1,978,429

1,855,759

CREDITORS

Amounts falling due within one year

6

336,871

350,946

NET CURRENT ASSETS

1,641,558

1,504,813

TOTAL ASSETS LESS CURRENT LIABILITIES

1,648,861

1,509,172

CAPITAL AND RESERVES

Called up share capital

7

1

1

Capital contribution reserve

8

148,915

124,720

Retained earnings

8

1,499,945

1,384,451

SHAREHOLDERS' FUNDS

1,648,861

1,509,172

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 8 June 2026 and were signed by:

L Blakemore - Director

1.	STATUTORY INFORMATION

Introhive UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has obtained a letter of support from the immediate parent company. The directors of the parent company have provided a commitment to provide any financial support which may be necessary in order for the company to meet liabilities, as they fall due, for a period of at least 12 months and 1 day from the signing of the audit report. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is calculated on cost plus basis, and is recharged to a fellow group undertaking. The revenue is recognised when the relevant costs have been incurred.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:

Plant and machinery etc - 33% on cost.

Financial instruments

Basic Financial Instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any Other Financial Instruments as covered by Section 12 of FRS102.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share-based payments

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

When fully vested share options are exercised or cancelled, a reanalysis is made between the share option reserve and retained earnings.

The share based payment expense is recognised on a reasonable allocation of the group expense.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2024 - 12 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

11,134

Additions

5,807

At 31 December 2025

16,941

DEPRECIATION

At 1 January 2025

6,775

Charge for year

2,863

At 31 December 2025

9,638

NET BOOK VALUE

At 31 December 2025

7,303

At 31 December 2024

4,359

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

1,789,868

1,643,469

Other debtors

188,561

212,290

1,978,429

1,855,759

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

1,762

24,884

Amounts owed to group undertakings

7,329

-

Taxation and social security

101,915

106,284

Other creditors & accruals

225,865

219,778

336,871

350,946

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

1

Ordinary

£1

1

1

8.

RESERVES

Capital

Retained

contribution

earnings

reserve

Totals

£

£

£

At 1 January 2025

1,384,451

124,720

1,509,171

Profit for the year

115,494

115,494

Charge for year

-

24,195

24,195

At 31 December 2025

1,499,945

148,915

1,648,860

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

10.	CONTINGENT LIABILITIES

As at the year end, the company was involved in a legal dispute relating to two employees. At the date of signing these financial statements, no conclusion to the case has been reached, and therefore the situation with regard to any necessary provision is not final. It is not possible at this time to know what the outcome may be, nor what additional costs may be incurred and therefore no amounts relating to this case have been included within the financial statements other than legal fees already incurred to the balance sheet date. Expenditure on legal fees is largely a result of an ongoing wrongful dismissal action taken against the company in 2019. The action was dismissed, however the plaintiffs have relentlessly pursued appeal after appeal. Their continued actions are borderline vexatious, but the employment tribunal is hesitant to make that ruling. The appeal was held over a two-day hearing in March 2026 with the decision currently reserved with no timeline for the release of the outcome.

11.	ULTIMATE PARENT COMPANY

The ultimate parent company is Introhive, Inc., a company incorporated in the USA. Its registered office is 251 Little Falls Drive, Wilmington, Delaware 19808. Consolidated accounts are prepared but are not publicly available.

12.	SHARE-BASED PAYMENT TRANSACTIONS

Certain employees have been granted share options in Introhive, Inc. during their employment with the company. These options all vest over a period of 4 years and expire after 10 years from the vesting commencement date. 5% of shares subject to the option shall vest at the first anniversary of the vesting commencement date and the remaining 75% shall vest in equal monthly parts over the remaining 3 years, subject to the employees' continuing employment with the employer, and no shares shall vest before such date. The options are equity settled and the share option charge is being released to the statement of profit or loss over the vesting period.

The following table summarises the equity settled share options with employees in the period:

Item

Number of options

Weighted average exercise price(USD

)

Outstanding at the beginning of the period

80,100

$0.93

Granted during the year

7,500

$1.69

Forfeited/cancelled during the period

(8,333

)

$1.45

Exercised during the period

-

-

Expired during the period

-

-

Outstanding at the end of the period

79,267

$0.94

Exercisable at the end of the period

68,640

$0.94

The share based payment expense is recognised on a reasonable allocation of the group expense. The charge recognised in the year was £24,196 (2024: £30,542).

Further details over how the fair value of the goods or services received are measured are given in note 2 to the financial statements.

There is the potential for future liabilities in respect of employer's national insurance where vested share options are exercised by the employee option holders. However, at the year end it was not deemed possible to reliably estimate the quantum of this liability and the potential future point in time it may fall due.