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

Sharpcloud Software Limited (the 'Company') is a private company limited by shares incorporated in England and Wales. The registered office is Birchin Court, 5th Floor, 19-25 Birchin Lane, London, United Kingdom, EC3V 9DU.

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 £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Directors have evaluated the Company’s ability to continue as a going concern for a period of at least twelve months from the issuance date of the financial statements.true

Based on:

• Projected ARR growth and renewal performance,

• Forecasted billings growth,

• Expected second-half cash generation,

• Available revolver capacity,

• Continued support from TA Associates

The Directors conclude that Lumivero LLC (the holding company) has adequate liquidity and financial flexibility to meet its obligations as they come due and to support the continuing operations of the Company for the foreseeable future.

Accordingly, the Directors believe there is no substantial doubt about the Company’s ability to continue as a going concern for at least the next twelve months.

Turnover represents the value, net of value added tax and discounts, of work carried out in respect of services provided to customers. The company recognises income as the point where it obtains the right to consideration.

Revenue from the provision of software licences is recognised equally over the period the licence relates to.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

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.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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).

Recoverable amount is the higher of fair value less costs to sell and value in use.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.

The company applies the provisions of Section 11 ‘Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's 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.

Basic financial liabilities, including creditors, 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 receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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.

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.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

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 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.

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

The expense in relation to options / growth shares over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

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.

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.

Share-based payments

The determination of the fair values of share options has been made by reference to the Monte Carlo model. The input with the greatest amount of estimation being the volatility of the company's share price which has been derived via benchmarking against similar companies in the industry. Other key inputs are set out in note 10.

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

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

The Company operates a share incentive scheme for certain employees. All awards granted under the scheme are equity-settled share-based payment arrangements.

Share options

During the year, options over 1,080 E Ordinary Shares were granted to certain employees on 23 December 2025 in accordance with the terms of the scheme. The options vested immediately, as all participants had completed more than one year of service prior to the grant date, in line with the scheme rules.

The E Options are personal to the option holder and may not be transferred, assigned or charged. Although there are no explicit vesting conditions attached to the options, an implied service condition exists as the options lapse and become non-exercisable upon cessation of employment.

All options granted during the current and prior years were exercised on the exit event on 23 December 2025. Accordingly, no options were outstanding at the year end (2024: 13,086). The weighted average exercise price of options outstanding at the year end was £nil (2024: £0.90), with no remaining contractual life (2024: two years).

Growth shares

Separate to the options, certain employees have also been able to purchase shares at a discount from the Company. As the discount was provided in connection with employee services, and the shareholders are only entitled to realise the economic benefit on the occurrence of an exit event, these arrangements have been accounted for as share-based payment transactions. There were no grants of growth shares during the year.

Valuation

For prior period grants, the fair value of share-based payment awards has been determined at the grant date using a Monte Carlo simulation model, taking into account the terms and conditions upon which the awards were granted. The expected life applied in the model has been adjusted, based on management’s best estimate, to reflect the effects of non-transferability, exercise restrictions and behavioural considerations.

As the Company does not have a sufficient trading history or record of profitability, expected volatility was determined by reference to the average annual volatility of a group of comparable listed companies. Service conditions are reflected by adjusting the number of awards expected to vest at each reporting date.

For the grants in the current year, the share-based payment valuation has been derived by reference to the transaction which occured on 23 December 2025.

Share-based payment expense

As a result of the Lumivero transaction, vesting of the share-based payment awards was accelerated and the remaining unrecognised expense was recognised in full by 31 December 2025

Accordingly, a share-based payment charge of £982,098 (2024: £94,380) was recognised in the year in respect of UK participants. A further £209,969 (2024: £105,272) relating to participants employed by the Company’s subsidiary undertaking was recognised as a debit to the cost of investment.

Following the exercise of the awards and completion of the exit event, the associated share-based payment reserve was transferred in full to retained earnings, in accordance with FRS 102 Section 26.

No new share incentive scheme had been established as at 31 December 2025.

The holders of the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares, D Ordinary Shares and Y Ordinary Shares (the Voting Shares) shall have the right to receive notice of and attend and vote and speak at any general meeting of the Company and shall be entitled to vote on any written resolution of the Company except as provided in Article 10.2 of this Part 1. Save, in each case, as provided otherwise in the CA2006, each such holder present in person or by proxy or by representative shall be entitled on a show of hands to one vote and on a poll or written resolution to one vote for each Voting Share held by him.

The holders of the Preference Shares, the Y2 Preference Shares and E Ordinary Shares shall be entitled to receive notice of any general meeting and a copy of every written resolution of the Company and to attend either in person (or, being a corporation, by duly authorised representative) or by proxy and speak at any general meeting of the Company but shall not be entitled to vote (either personally, by authorised representative or by proxy) other than in accordance with Article 10.2 of this Part 1.

If any Underperformance Event subsists then from the date of an Underperformance Notice being served in respect of a Underperformance Event, for the period while such Underperformance Event or Underperformance Event subsists, the voting rights conferred on the holders of Y Ordinary Shares pursuant to Article 7.5.1 of this Part 1 shall represent 80% of the voting rights attaching to all shares after the application of this enhancement.

During the year, the Company redeemed shares with a total nominal value of £225. The redemption was funded out of distributable profits in accordance with the provisions of the Companies Act 2006.

In accordance with section 733 of the Companies Act 2006, an amount equal to the nominal value of the shares redeemed has been transferred from retained earnings to the Capital Redemption Reserve. This reserve is non-distributable and is maintained to preserve the Company’s capital base following the redemption of 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 and includes the following:

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 loss 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.

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

Consolidated accounts have been prepared for the group for the year ended 31 December 2024. These can be requested from the registered office of Sharpcloud Software Limited.