Caseware UK (AP4) 2025.0.111 2025.0.111 The principal activity of the Company is that of partner relationship management and channel marketing software. Relayware Limited is a private company, limited by shares incorporated in England and Wales. The address of its registered office and principal place of business is Sadler Building, Oxford Science Park, Oxford, Oxfordshire, OX4 4GE. Company number is 03330923. The principal activity of the Company is that of partner relationship management and channel marketing software. The functional currency of the Company is Pounds Sterling as this is the currency of the primary economic environment in which the Company operates. Monetary amounts in these financial statements are rounded to the nearest £.Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are 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. The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are 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 Directors are required to: select suitable accounting policies for the Company's financial statements and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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.2025-12-31 Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. 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Relayware LTD Registered number: 03330923 Directors' report and financial statements For the year ended 31 December 2025
RELAYWARE LTD COMPANY INFORMATION
Directors | G Knoflach (appointed 2 October 2025)
| M A Kugler (appointed 15 January 2026)
Registered number | 03330923
Registered office | Sadler Building
| Oxford Science Park
| Oxford
| Oxfordshire
| OX4 4GE
Independent auditors | Forvis Mazars
| Chartered Accountants & Statutory Auditors
| Mayoralty House
| Flood Street
| Galway
| Ireland
| H91 P8PR
RELAYWARE LTD CONTENTS
| Pages
Directors' Report | 1 - 3
Independent Auditors' Report | 4 - 7
Statement of Income and Retained Earnings | 8
Balance Sheet | 9
Notes to the Financial Statements | 10 - 19
RELAYWARE LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their report and the financial statements of Relayware Ltd (the 'Company') for the year ended 31 December 2025.
Principal activity
The principal activity of the Company is that of partner relationship management and channel marketing software.
Directors' responsibilities statement
The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are 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 Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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.
Directors
The Directors who served during the year and up to the date of this report were:
P Kagan (resigned 30 September 2025)
G Knoflach (appointed 2 October 2025)
G C Claridge (resigned 15 January 2026)
M A Kugler (appointed 15 January 2026) Page 1
RELAYWARE LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Economic impact of global events
UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, disrupted supply chains and new ways of working. The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment. Relayware Ltd continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Going concern
The financial statements have been prepared on a going concern basis. The Company made a net loss of £1,020,342 for the year ended 31 December 2025 (2024: £771,449). As at that date, the net liabilities position of the Company amounted to £8,560,038 (2024: £7,539,696). The net liabilities position is largely driven by the net amount owed to the group companies of £8,426,391 (2024: £7,514,750). The group companies have agreed to defer the commencement of principal repayments until such time that the Company reaches commercial profitability. The Company remains assured of the financial support by the parent company. The Directors have received confirmation that the parent company will continue to support the Company and provide it with adequate funds when necessary to enable it to meet its debts as they fall due for a period of at least twelve months from the date of approval of these financial statements. On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Qualifying third party indemnity provisions
Qualifying third party indemnity arrangements (as defined in section 234 of the Companies Act 2006) were in force for the benefit of the Directors of the Company during the period and remain in place at the date of approval of this report.
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
The auditors, Forvis Mazars (Chartered Accountants & Statutory Auditors), will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies note
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. Page 2
RELAYWARE LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Post balance sheet events
There have been no significant events affecting the Company since the year end. This report was approved by the board and signed on its behalf.
G Knoflach Director
Date: 18 June 2026
Page 3
RELAYWARE LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELAYWARE LTD Opinion We have audited the financial statements of Relayware LTD (the ‘Company’) for the year ended 31 December 2025 which comprise the Statement of Income and Retained Earnings, the Balance Sheet and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Section 1A (Small Entities) of FRS 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 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. 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 Directors' 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 Directors 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 Directors are 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. Page 4
RELAYWARE LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELAYWARE LTD In connection with our audit of the financial statements, 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 the audit: ∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report. 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 Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. ∙the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report. Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 1, the Directors are 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 Directors determine 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 Directors are 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 Directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 5
RELAYWARE LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELAYWARE LTD 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Based on our understanding of the company and its industry, we identified that the principal risks of non-compliance with laws and regulations related to the employment regulation and health and safety regulation, anti-bribery, corruption, fraud and money laundering, and we considered the extent to which non-compliance might have a material effect on the financial statements. Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to: ∙discussing with the directors and management their policies and procedures regarding compliance with laws and regulations; ∙communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as UK tax legislation, pension legislation and the Companies Act 2006. In addition, we evaluated the Directors' and 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 manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to, revenue recognition (which we pinpointed to the cut off assertion), and significant one-off or unusual transactions. Page 6
RELAYWARE LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELAYWARE LTD Our audit procedures in relation to fraud included but were not limited to: ∙making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙discussing amongst the engagement team the risks of fraud; and ∙addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of the audit report This report is made solely to the Company's members as a body 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 members those matters we are required to state to them 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 members as a body for our audit work, for this report, or for the opinions we have formed. Maurice Hickey (Senior statutory auditor) for and on behalf of Forvis Mazars Chartered Accountants & Statutory Auditors Mayoralty House Flood Street Galway Ireland H91 P8PR Date 18 June 2026 Page 7
RELAYWARE LTD STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
| £ | £
Turnover |  | 620,301 | 967,472
Cost of sales |  | (476,769) | (689,927)
Gross profit |  | 143,532 | 277,545
Administrative expenses |  | (1,162,574) | (1,048,994)
Operating loss |  | (1,019,042) | (771,449)
Interest payable and similar expenses |  | (1,300) | -
Loss before tax |  | (1,020,342) | (771,449)
Retained earnings at the beginning of the year |  | (15,844,957) | (15,073,508)
|  | (15,844,957) | (15,073,508)
Loss for the year |  | (1,020,342) | (771,449)
Retained earnings at the end of the year |  | (16,865,299) | (15,844,957)
There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Income and Retained Earnings. The Statement of Income and retained earnings has been prepared on the basis that all operations are continuing operations.
The notes on pages 10 to 19 form part of these financial statements.
Page 8
RELAYWARE LTD REGISTERED NUMBER: 03330923 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 5 |  | 14,049 |  | 19,540
|  |  | 14,049 |  | 19,540
Current assets |  |  |  |  |
Debtors | 7 | 22,316,961 |  | 21,674,579 |
Cash at bank and in hand | 8 | 80,924 |  | 123,931 |
|  | 22,397,885 |  | 21,798,510 |
Creditors | 9 | (30,971,972) |  | (29,357,746) |
Net current liabilities |  |  | (8,574,087) |  | (7,559,236)
Total assets less current liabilities |  |  | (8,560,038) |  | (7,539,696)
Net liabilities |  |  | (8,560,038) |  | (7,539,696)
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 95,991 |  | 95,991
Share premium account | 11 |  | 1,914,646 |  | 1,914,646
Capital contribution reserve | 11 |  | 6,294,624 |  | 6,294,624
Profit and loss account | 11 |  | (16,865,299) |  | (15,844,957)
Total equity |  |  | (8,560,038) |  | (7,539,696)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 June 2026.
G Knoflach
Director
The notes on pages 10 to 19 form part of these financial statements. Page 9
RELAYWARE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Relayware Limited is a private company, limited by shares incorporated in England and Wales. The address of its registered office and principal place of business is Sadler Building, Oxford Science Park, Oxford, Oxfordshire, OX4 4GE. Company number is 03330923. The principal activity of the Company is that of partner relationship management and channel marketing software. The functional currency of the Company is Pounds Sterling as this is the currency of the primary economic environment in which the Company operates. Monetary amounts in these financial statements are rounded to the nearest £. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The financial statements have been prepared on the going concern basis.
| 2.2 | Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis. The Company made a net loss of £1,020,342 for the year ended 31 December 2025 (2024: £771,449). As at that date, the net liabilities position of the Company amounted to £8,560,038 (2024: £7,539,696). The net liabilities position is largely driven by the net amount owed to the group companies of £8,426,391 (2024: £7,514,750). The group companies have agreed to defer the commencement of principal repayments until such time that the Company reaches commercial profitability. The Company remains assured of the financial support by the parent company. The Directors have received confirmation that the parent company will continue to support the Company and provide it with adequate funds when necessary to enable it to meet its debts as they fall due for a period of at least twelve months from the date of approval of these financial statements. On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis. Page 10
RELAYWARE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable, net of discounts, rebates, value added tax and other sales taxes. The Company provides delivery, marketing and related support services in connection with subscription-based software solutions owned and controlled by its parent undertaking. Although the Company enters into contracts with end customers, considering the substance of these arrangements, the Company acts as a service provider to its parent undertaking, rather than as principal in the supply of software services. The parent undertaking retains control over the software and associated intellectual property and is responsible for fulfilling the underlying service obligations. Accordingly, revenue is recognised based on the amount receivable from the parent undertaking, rather than gross amounts billed to customers. Cost-plus arrangement The Company is remunerated under a cost-plus transfer pricing arrangement with its parent undertaking. Under this arrangement, revenue is measured as eligible costs incurred in performing services plus a mark-up of 8%. Any difference between amounts billed to customers and the amount determined under this arrangement is recognised within amounts due to or from group undertakings.
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to the Statement of Income and Retained Earnings on a straight-line basis over the lease term.
| 2.6 | Finance costs
Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 11
RELAYWARE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Office improvements | - | 3 years
|  |  |  | Computer equipment | - | 3 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Depreciation is charged to administrative expenses in the Statement of Income and Retained Earnings. Page 12
RELAYWARE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.11 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.12 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.13 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.14 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a Director in the case of a small company, or a public benefit entity concessionary loan. Investments in non-derivative instruments that are equity to the issuer are measured at fair value with changes recognised in the Statement of Income and Retained Earnings if the shares are publicly traded or their fair value can otherwise be measured reliably at cost less impairment for all other investments. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings. Page 13
RELAYWARE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Financial instruments (continued)
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date. Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In applying the Company's accounting policies, the directors have made the following significant judgement: (i) Principal versus Agent Consideration The Company exercises judgment to determine whether the nature of its promise is a performance obligation to provide the specified goods or services itself (i.e., the Company is a principal) or to arrange for the other party to provide those goods or services (i.e., the Company is an agent). Failure to make the right judgment will result in misstatement of revenues and expenses accounts. The Company has assessed the substance of its arrangements with customers and its parent undertaking and have concluded that the company acts as a service provider to end customers. (ii) Recognition of revenue under cost-plus arrangement The Company exercises judgment in determining that revenue should be recognised based on a cost-plus model, reflecting the consideration receivable from the parent undertaking for services performed, rather than amounts invoiced to customers. (iii) Treatment of deferred income and unbilled revenue The Company determines that the amounts invoiced to customers in advance do not give rise to a continuing obligation as the underlying services are performed by the parent undertaking. Accordingly, such balances are reallocated to the parent undertaking, and no deferred income is recognised at the reporting date. Similarly, any unbilled receivables arising in respect of services provided to customers but not yet invoiced at the reporting date do not represent assets of the Company, as the related performance obligations are fulfilled by the parent undertaking. Such balances are therefore recognised within amounts due from the parent undertaking Page 14
RELAYWARE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Employees
| The average monthly number of employees, including Directors, during the year was 23 (2024 - 23).
5. | Tangible fixed assets
|  | Office improvements | Computer equipment | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 2,067 | 319,977 | 322,044
| Additions | - | 7,907 | 7,907
| At 31 December 2025 | 2,067 | 327,884 | 329,951
| Depreciation |  |  |
| At 1 January 2025 | 2,067 | 300,437 | 302,504
| Charge for the year | - | 13,398 | 13,398
| At 31 December 2025 | 2,067 | 313,835 | 315,902
| Net book value |  |  |
| At 31 December 2025 | - | 14,049 | 14,049
| At 31 December 2024 | - | 19,540 | 19,540
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RELAYWARE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 7,080
| At 31 December 2025 | 7,080
| Impairment |
| At 1 January 2025 | 7,080
| At 31 December 2025 | 7,080
| Net book value |
| At 31 December 2025 | -
| At 31 December 2024 | -
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Relayware Inc | 30 Montgomery Street, Suite 1210, Jersey City, NJ 07302 | Software development and sales | Ordinary | 100%
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RELAYWARE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | - | 20,140
| Amounts owed by group undertakings | 22,284,434 | 21,608,623
| Other debtors | 29,917 | 32,810
| Prepayments and accrued income | 2,610 | 13,006
|  | 22,316,961 | 21,674,579
| Amounts owed by group undertakings are unsecured, repayable on demand and interest free.
8. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 80,924 | 123,931
|  | 80,924 | 123,931
9. | Creditors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 97,351 | 95,756
| Amounts owed to group undertakings | 30,710,825 | 29,123,373
| Other taxation and social security | 54,723 | 47,303
| Other creditors | 10,241 | 7,734
| Accruals and deferred income | 98,832 | 83,580
|  | 30,971,972 | 29,357,746
| Amounts owed to group undertakings are unsecured, repayable on demand and interest free.
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RELAYWARE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 7,275,496 (2024:7,275,496) Ordinary shares of £0.01 each | 72,755 | 72,755
|  | 2,323,600 (2024:2,323,600) Ordinary A shares of £0.01 each | 23,236 | 23,236
|  |  | 95,991 | 95,991
| The Company has two classes of ordinary shares which carry voting rights but no right to fixed income.
11. | Reserves
Share premium account Share premium includes any premiums received on issue of share capital. Capital contribution reserve This reserve consists of the total contribution to the equity capital of the company that was not made in exchange for shares. Profit and loss account Profit and loss account includes all current and prior period retained profits and losses.
12. | Prior year reclassification
Certain prior year balances have been reclassified to conform with current year presentation.
13. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension costs charge represents contributions payable by the Company to the fund and amounted to £101,844 (2024: £80,043). Contributions totalling £10,241 (2024: £7,734) were payable to the fund at the balance sheet date.
14. | Related party transactions
| The Company has taken advantage of the exemptions provided by paragraph 33.1A of FRS 102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of a Group, provided that any subsidiary undertaking which is party to the transaction is wholly-owned by a member of that Group.
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RELAYWARE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Controlling party
The immediate parent company is Zift Channel Solutions, Inc, a company registered in the United States. This is the smallest group of which the Company is a member for which consolidated financial statements are drawn up. These consolidated accounts are available from 964 High House Road #3330 Cary, North Carolina, 27513. The Company's ultimate controlling party is Investcorp Technology Partners, Inc, a company incorporated in the United States. Its registered address is 280 Park Avenue New York, NY 10017.
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