Company registration number 08945483 (England and Wales)
MINISTRY OF AUTOMATTIC LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
MINISTRY OF AUTOMATTIC LIMITED
COMPANY INFORMATION
Director
M Davies
Secretaries
J McWilliams
Abogado Nominees Limited
Company number
08945483
Registered office
54 Portland Place
London
W1B 1DY
Auditor
BKL Audit LLP
Chartered Accountants
5 Fleet Place
London
EC4M 7RD
MINISTRY OF AUTOMATTIC LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 22
MINISTRY OF AUTOMATTIC LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

Fair review of the business

The company continued to provide research and development services to the parent company. There have been no significant changes in those activities during the year. The director has no plans to change the activities and operations for the foreseeable future.

As shown on page 8, turnover has decreased by 10% on the prior year. The balance sheet, as seen on page 9, shows retained earnings has increased by 20%.

Principal risks and uncertainties

The director considers that the following are the principal risk factors that could materially and adversely affect the Company’s future operating profits or financial position:

- Market risk:

The market for the Company’s services is characterised by rapidly changing technology, changes in customer requirements and preferences, and the introduction of new products and services embodying new technologies. The Company is confident that it has put in place a strong management team and suite of products capable of dealing with these market risks as they arise.

- Financial management risk:

The Company has the objective to ensure sufficient working capital exists to achieve company objectives. Funding requirements are met on a timely basis to ensure that there is sufficient cash. The company holds no long term debt.

- Liquidity risk:

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company relies on its immediate and ultimate parent for sufficient liquidity and has received written assurances from its immediate and ultimate parent that it will continue to provide adequate financial support for a period of at least 12 months from the date of the approval of these financial statements.

- Price risk:

The company uses a range of domestic suppliers to ensure that market prices for services are achieved. The company trades with group companies and receives a fixed mark-up on cost for its expenses.

The Company has a strategy to manage these risks. The director is confident that they have put in place a strong management team and suite of products capable of dealing with the above issues as they arise.

Development and performance

The company has restructured headcount in the year in order to optimise services provided to the parent company. The turnover of the company continues to be determined by the mark-up on the support services provided.

Key performance indicators

The key performance indicators used by management to monitor performance are as follows:

- Turnover

- Headcount

Turnover, at £17,345,495, decreased by 10% from the prior period.

Headcount, totalling 97, decreased on the prior period.

MINISTRY OF AUTOMATTIC LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

On behalf of the board

.............................................
M Davies
Director
9 June 2026
MINISTRY OF AUTOMATTIC LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

Principal activities

The company provides research and development services to other group undertakings that support the WordPress publishing platform and related cloud hosting services and the WooCommerce platform that brings eCommerce functionality to any WordPress site.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

M Davies
Political donations

The Company made no political donations or incurred any political expenditure during the year.

Future developments

As of 31 December 2025, there are no future developments planned which are outside the current course of business. The company will continue to carry on its operations as normal.

Auditor

The auditor, BKL Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of director's responsibilities

The director is responsible for preparing the annual 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). 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 of the company and of the 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 them 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.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

MINISTRY OF AUTOMATTIC LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the director ha s taken all the necessary steps that they ought to have taken as director in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
..............................................
M Davies
Director
9 June 2026
MINISTRY OF AUTOMATTIC LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MINISTRY OF AUTOMATTIC LIMITED
- 5 -
Opinion

We have audited the financial statements of Ministry of Automattic Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

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.

Other information

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 course of 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 this gives rise to 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

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the director's r eport 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.

MINISTRY OF AUTOMATTIC LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MINISTRY OF AUTOMATTIC LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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

As explained more fully in the director's r esponsibilities s tatement, 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.

Auditor's responsibilities for the audit of the financial statements

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Capability of the audit in detecting irregularities, including fraud:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with employment law, tax regulations, anti-bribery and anti-corruption laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and accounting standards. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates.

Audit procedures performed by the auditors included:

- discussions with the director, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.

- assessing management's significant judgements and estimates, in particular those relating to the recognition of the deferred tax asset and calculation of the sabbatical accrual.

- identifying and testing manual journal entries, in particular any journal entries posted with unclear rationale.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

MINISTRY OF AUTOMATTIC LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MINISTRY OF AUTOMATTIC LIMITED (CONTINUED)
- 7 -

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Richard Pugh FCA (Senior Statutory Auditor)
For and on behalf of BKL Audit LLP
Chartered Accountants
5 Fleet Place
London
EC4M 7RD
9 June 2026
MINISTRY OF AUTOMATTIC LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
17,345,495
19,282,131
Administrative expenses
(16,469,145)
(18,337,543)
Operating profit
4
876,350
944,588
Interest receivable and similar income
8
2,231
-
0
Interest payable and similar expenses
9
-
0
(8,195)
Profit before taxation
878,581
936,393
Tax on profit
10
(230,176)
(231,651)
Profit for the financial year
648,405
704,742

The profit and loss account has been prepared on the basis that all operations are continuing operations.

MINISTRY OF AUTOMATTIC LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
66,540
23,827
Current assets
Debtors
12
17,915,047
16,213,129
Cash at bank and in hand
1,012,654
860,769
18,927,701
17,073,898
Creditors: amounts falling due within one year
13
(14,096,997)
(12,512,125)
Net current assets
4,830,704
4,561,773
Total assets less current liabilities
4,897,244
4,585,600
Creditors: amounts falling due after more than one year
14
(413,004)
(749,765)
Net assets
4,484,240
3,835,835
Capital and reserves
Called up share capital
18
100
100
Other reserves
624,087
624,087
Profit and loss reserves
3,860,053
3,211,648
Total equity
4,484,240
3,835,835

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved and signed by the director and authorised for issue on 9 June 2026
..............................................
M Davies
Director
Company registration number 08945483 (England and Wales)
MINISTRY OF AUTOMATTIC LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
100
-
2,506,906
2,507,006
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
704,742
704,742
Contributions
-
624,087
-
0
624,087
Balance at 31 December 2024
100
624,087
3,211,648
3,835,835
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
648,405
648,405
Balance at 31 December 2025
100
624,087
3,860,053
4,484,240
MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Ministry of Automattic Limited is a private company limited by shares incorporated in England and Wales. The registered office is 54 Portland Place, London, W1B 1DY.

1.1
Accounting convention

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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. T he company has therefore taken advantage of e xemptions 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share-based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

The financial statements of the company are consolidated in the financial statements of Aut O'Mattic A8C Ireland Limited. These consolidated financial statements are available from its registered office, 25 Herbert Place, Dublin 2, D02 AY86, Ireland.

1.2
Going concern

A true t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The entity is dependent on the parent company, Aut O'Mattic A8C Ireland Limited for its continued business given all turnover is generated from within the group. The director has received an undertaking from Automattic Inc. (ultimate parent company) that it will continue to make available such funds as are necessary to enable it to meet its liabilities as they fall due for a period of at least 12 months from approval of these financial statements. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -

The entirety of turnover is made up of research and development fees receivable from other group entities. Turnover is derived from a cost plus model, and turnover is recognised in line with the costs upon which the revenue is generated.

All turnover is derived from the company's principal activity out of offices in the UK.

1.4
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 recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
5 Years Straight Line
Computers
3 Years Straight Line

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 the profit or loss.

1.5
Impairment of fixed assets

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.

1.6
Cash and cash equivalents

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

MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.7
Financial instruments

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

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.

Impairment of financial assets

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.

Derecognition of financial assets

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.

Classification of 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 deducting all of its liabilities.

MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies 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 paymen ts 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. A m ounts 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.

Derecognition of financial liabilities

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

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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

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.

MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.10
Employee benefits

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

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

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

1.11
Retirement benefits

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

1.12
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. Equity instruments granted to employees of Ministry of Automattic Limited are for shares in the ultimate parent based in the US, and have been measured under a three-level hierarchy for fair value as follows:

- Level 1: observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly

- Level 3: unobservable inputs (e.g., a reporting entity's or other entity's own data).

Given the absence of a public trading market, the Board of Directors consider numerous objective and subjective factors (Level 3 inputs) to determine the fair value of the equity instruments at each meeting at which awards were approved. These factors include, but are not limited to:

- Independent contemporaneous valuations of common stock,

- The rights and preferences of convertible preferred stock relative to common stock,

- The lack of marketability of common stock,

- Developments in the business, and;

- The likelihood of achieving a liquidity event, such as initial public offering or sale of the Company, given prevailing market conditions.

The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

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

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

The company participates in a share-based payment plan operated by its ultimate parent company. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group. The allocation is based on the number of employees benefiting from the share-based payment plan employed by each group entity.

MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.13
Foreign exchange

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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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.

Key sources of estimation uncertainty

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.

Sabbatical accrual

The sabbatical accrual is calculated based on three assumptions; likelihood of employees staying in employment with Ministry of Automattic Limited in order to utilise the sabbatical leave which is accruing, the wage inflation arising on employee wages during the employment window for which costs are accrued, and the discount rate applicable on the future cashflow for the leave to be taken. Each of the estimates which underpin the accrual value have been based on historical data of all employees within the Automattic group. The director considers this method of calculation to be the most appropriate to Ministry of Automattic Limited's circumstances.

The sabbatical accrual value at the reporting date was £1,128,377 (2024: £1,142,177).

Deferred tax asset

The deferred tax asset has been calculated based on the timing differences arising between accounting deductions and corporation tax deductions expected to be relieved in coming tax years, multiplied by the corporation tax rate substantively enacted at the balance sheet date, being 25%. The deferred tax asset largely arises on the sabbatical accrual which is underpinned by estimation uncertainty as set out above.

The deferred tax asset value at the reporting date was £193,994 (2024: £200,920).

3
Turnover
2025
2024
£
£
Turnover analysed by geographical market
Ireland
17,345,495
19,282,131
MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(12,360)
10,280
Depreciation of owned tangible fixed assets
20,324
9,741
Loss on disposal of tangible fixed assets
15,077
918
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
25,000
25,750
For other services
All other non-audit services
6,000
6,000
6
Employees

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

2025
2024
Number
Number
Software engineers and sales support
89
104
Business operations
8
11
Total
97
115

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
13,767,880
14,620,555
Social security costs
1,284,914
2,232,031
Pension costs
724,291
951,208
15,777,085
17,803,794
7
Director's remuneration

No remuneration was paid to the director. Director's remuneration is borne by other group companies.

MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
2,231
-
0
9
Interest payable and similar expenses
2025
2024
£
£
Other interest
-
0
8,195
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
151,115
201,663
Adjustments in respect of prior periods
72,135
22,629
Total current tax
223,250
224,292
Deferred tax
Origination and reversal of timing differences
6,926
7,359
Total tax charge
230,176
231,651

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
878,581
936,393
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
219,645
234,098
Tax effect of expenses that are not deductible in determining taxable profit
2,319
1,833
Change in unrecognised deferred tax assets
(70,849)
(34,268)
Adjustments in respect of prior years
72,135
22,629
Other temporary differences
6,926
7,359
Taxation charge for the year
230,176
231,651
MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
11
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2025
32,263
116,766
149,029
Additions
1,581
77,002
78,583
Disposals
(7,102)
(20,423)
(27,525)
At 31 December 2025
26,742
173,345
200,087
Depreciation and impairment
At 1 January 2025
21,282
103,920
125,202
Depreciation charged in the year
4,107
16,217
20,324
Eliminated in respect of disposals
(5,283)
(6,696)
(11,979)
At 31 December 2025
20,106
113,441
133,547
Carrying amount
At 31 December 2025
6,636
59,904
66,540
At 31 December 2024
10,981
12,846
23,827
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
17,663,061
15,962,147
Other debtors
12,338
9,473
Prepayments and accrued income
45,654
40,589
17,721,053
16,012,209
Deferred tax asset (note 15)
90,743
13,479
17,811,796
16,025,688
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 15)
103,251
187,441
Total debtors
17,915,047
16,213,129

Amounts due from the company's group undertakings are unsecured, interest free and repayable on demand.

MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
13
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
7,091
6,909
Amounts owed to group undertakings
13,145,153
11,200,614
Corporation tax
31,026
28,404
Other taxation and social security
-
0
669,657
Other creditors
166,354
180,991
Accruals and deferred income
747,373
425,550
14,096,997
12,512,125

Amounts due to the company's group undertakings are unsecured, interest free and payable on demand.

14
Creditors: amounts falling due after more than one year
2025
2024
£
£
Accruals and deferred income
413,004
749,765
15
Deferred taxation

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

Assets
Assets
2025
2024
Balances:
£
£
Accelerated capital allowances
(16,635)
(5,956)
Other timing differences
210,629
206,876
193,994
200,920
2025
Movements in the year:
£
Asset at 1 January 2025
(200,920)
Charge to profit or loss
6,926
Asset at 31 December 2025
(193,994)
MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
724,291
951,208

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.

17
Share-based payment transactions
Liabilities and expenses

During 2024, 200 shares were g ranted to individuals who were employed with Ministry of Automattic Limited. The shares were issued to staff in the ultimate parent, Automattic Inc.

All shares immediately vested on the date of grant and there were no conditions attached to the shares granted.

Details as to how the fair value of the shares has been determined can be found in the accounting policy note 1.12.

Ministry of Automattic Limited has not disclosed the full share-based payment disclosure requirements under Section 26.18 of FRS 102, due to the prejudicial nature such disclosure will have on ongoing litigation at ultimate parent level.

No shares were granted during the financial year ended 31 December 2025.

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
19
Related party transactions

The company has taken advantage of the exemption available in accordance with Section 33.1A of Financial Reporting Standard 102 whereby it has not disclosed transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.

20
Ultimate controlling party

The immediate parent undertaking is Aut O'Mattic A8C Ireland Limited, and its registered office is 25 Herbert Place, Dublin 2, D02 AY86, Ireland.

The ultimate parent undertaking is Automattic Inc., and its registered office is 60 29th Street, San Francisco, California, 94110, USA.

MINISTRY OF AUTOMATTIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
20
Ultimate controlling party
(Continued)
- 22 -

The smallest group to consolidate these financial statements is Aut O'Mattic A8C Ireland Limited, consolidated financial statements can be obtained from the registered office address at 25 Herbert Place, Dublin 2, D02 AY86, Ireland.

The largest group to consolidate these financial statements is Automattic Inc. The consolidated accounts for Automattic Inc. are not available to the public.

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