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Registered number: 09366216 INCROWD SPORTS LTD FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 OCTOBER 2025
INCROWD SPORTS LTD REGISTERED NUMBER: 09366216 BALANCE SHEET AS AT 31 OCTOBER 2025
|  | 2025 |  | As Restated 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 4 |  | 630 |  | -
Tangible assets | 5 |  | 144,783 |  | 127,852
Investments | 6 |  | 731 |  | 731
|  |  | 146,144 |  | 128,583
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 2,973,518 |  | 2,303,031 |
Cash at bank and in hand | 8 | 1,196,742 |  | 1,337,976 |
|  | 4,170,260 |  | 3,641,007 |
Creditors: amounts falling due within one year | 9 | (3,042,339) |  | (2,153,849) |
Net current assets |  |  | 1,127,921 |  | 1,487,158
Total assets less current liabilities |  |  | 1,274,065 |  | 1,615,741
Provisions for liabilities |  |  |  |  |
Other provisions | 10 | - |  | (18,840) |
|  |  | - |  | (18,840)
Net assets |  |  | 1,274,065 |  | 1,596,901
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 138,572 |  | 138,572
Share premium account |  |  | 12,279,893 |  | 12,279,893
Other reserves |  |  | 541 |  | -
Profit and loss account |  |  | (11,144,941) |  | (10,821,564)
|  |  | 1,274,065 |  | 1,596,901
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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. Page 1
INCROWD SPORTS LTD REGISTERED NUMBER: 09366216 BALANCE SHEET (CONTINUED) AS AT 31 OCTOBER 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A Cooney
Director
Date: 20 May 2026
The notes on pages 4 to 15 form part of these financial statements. Page 2
INCROWD SPORTS LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 OCTOBER 2025
| Called up share capital | Share premium account | Share-based payment reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 November 2023 (as previously stated) | 114,702 | 8,900,955 | - | (9,104,054) | (88,397)
Prior year adjustment | - | - | - | (105,149) | (105,149)
At 1 November 2023 (as restated) | 114,702 | 8,900,955 | - | (9,209,203) | (193,546)
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (1,612,361) | (1,612,361)
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the year | 23,870 | 3,378,938 | - | - | 3,402,808
At 1 November 2024 | 138,572 | 12,279,893 | - | (10,821,564) | 1,596,901
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (326,377) | (326,377)
Share-based payment charge | - | - | 3,541 | - | 3,541
Transfer to/ from profit and loss account | - | - | (3,000) | 3,000 | -
At 31 October 2025 | 138,572 | 12,279,893 | 541 | (11,144,941) | 1,274,065
| The notes on pages 4 to 15 form part of these financial statements.
Page 3
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
1. | General information
The company is a private company limited by shares, and is incorporated in England and Wales. The address of its registered office is Mimet House, 5a Praed Street, London, W2 1NJ. 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 requirements 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 following principal accounting policies have been applied:
| 2.2 | Going concern
The Directors have prepared detailed forecasts covering the period to October 2028. The forecasts reflect the Group’s track record of year-on-year revenue growth, including the growth delivered in the year ended 31 October 2025; driven by contract renewals, upsell activity and new customer wins. The projections build on this established trend and reflect continued momentum in the sales pipeline into 2026 and beyond. The forecasts also incorporate continued planned investment in scaling the Group’s SaaS division. While this investment is expected to reduce EBITDA in the near term, it is consistent with the Group’s long-term growth strategy. In compiling these forecasts, the Directors have considered key assumptions including revenue conversion rates, timing of revenue recognition and the anticipated cost base. Sensitivity analysis has been performed on these assumptions. Under downside scenarios, the forecasts indicate that the Group maintains adequate liquidity for a period of at least 12 months from the date of approval of the financial statements. At the balance sheet date, the Group had access to committed debt facilities of £700k, of which £70k is scheduled for drawdown in April 2026, with the remainder available to support short-term liquidity requirements. In addition, the Directors have secured £1.6m of shareholder equity/debt funding, which is expected to complete in April 2026. Having considered existing cash resources, the availability of committed debt facilities, forecast trading performance and secured shareholder funding, the Directors have a reasonable expectation that the Group will be able to meet its liabilities as they fall due. Accordingly, the financial statements have been prepared on a going concern basis. Page 4
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2. Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.4 | Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Company revenues are driven from the following core areas: ∙Recurring software as a service licensing, monthly support and managed services. These contracts are generally multi-year in duration and revenues are recognised according to the stage of the contract ∙Consulting services for ad hoc consulting projects ∙Technology Services which are one off in nature, project revenues. In most cases this revenue will drive longer term recurring revenues once services are delivered Page 5
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2. Accounting policies (continued)
| 2.5 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. Due to the difficulties in distinguishing between the research phase and development phase of projects and accurately measuring these costs, the company recognises all development expenditure as an expense in the period it is incurred. During the year £xxxm (2024: £2.50m) was spent in research and development activities.
| 2.6 | Finance costs
Finance costs are charged to profit or loss 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 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.8 | 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.
| 2.9 | 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. Page 6
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2. Accounting policies (continued)
| 2.10 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The intangible assets include Trade Marks, IP and Computer Software. There are amortised to profit and loss account over their estimated economic life with four years for Trade Marks and IP, and three years for Computer Software.
| 2.11 | 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:
|  |  |  | Fixtures and fittings | - | 20% | Straight line method
|  |  |  | Office equipment | - | 33% | Straight line method
|  |  |  | Computer equipment | - | 33% | 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.
| 2.12 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.13 | 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.
| 2.14 | 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. Page 7
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2. Accounting policies (continued)
| 2.15 | 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.
| 2.16 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.17 | Financial instruments
The company has elected to apply 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 Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. Page 8
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2. Accounting policies (continued)
| 2.17 | Financial instruments (continued)
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained. Page 9
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2. Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Derecognition of financial liabilities Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
3. | Employees
| The average monthly number of employees, including directors, during the year was 103 (2024 - 106).
4. | Intangible assets
|  | Development expenditure | Trademarks | Computer software | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 November 2024 | 7,000 | 25,697 | 514 | 33,211
| Additions | - | 630 | - | 630
| At 31 October 2025 | 7,000 | 26,327 | 514 | 33,841
| Amortisation |  |  |  |
| At 1 November 2024 | 7,000 | 25,697 | 514 | 33,211
| At 31 October 2025 | 7,000 | 25,697 | 514 | 33,211
| Net book value |  |  |  |
| At 31 October 2025 | - | 630 | - | 630
| At 31 October 2024 | - | - | - | -
Page 10
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
5. | Tangible fixed assets
|  | Fixtures and fittings | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 November 2024 | 206,090 | 5,391 | 252,990 | 464,471
| Additions | 968 | - | 78,755 | 79,723
| Disposals | - | - | (5,878) | (5,878)
| At 31 October 2025 | 207,058 | 5,391 | 325,867 | 538,316
| Depreciation |  |  |  |
| At 1 November 2024 | 103,461 | 5,391 | 227,767 | 336,619
| Charge for the year on owned assets | 35,661 | - | 26,333 | 61,994
| Disposals | - | - | (5,080) | (5,080)
| At 31 October 2025 | 139,122 | 5,391 | 249,020 | 393,533
| Net book value |  |  |  |
| At 31 October 2025 | 67,936 | - | 76,847 | 144,783
| At 31 October 2024 | 102,629 | - | 25,223 | 127,852
Page 11
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
6. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 November 2024 | 731
| At 31 October 2025 | 731
| Net book value |
| At 31 October 2025 | 731
| At 31 October 2024 | 731
7. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 1,985,918 | 856,703
| Other debtors | 67,957 | 71,000
| Prepayments and accrued income | 496,263 | 958,349
| Tax recoverable | 423,380 | 416,979
|  | 2,973,518 | 2,303,031
8. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 1,196,742 | 1,337,976
Page 12
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
9. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | - | 61,396
| Trade creditors | 193,116 | 273,787
| Other taxation and social security | 330,413 | 302,130
| Other creditors | 96,884 | 84,356
| Accruals and deferred income | 2,421,926 | 1,432,180
|  | 3,042,339 | 2,153,849
| The following liabilities were secured:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loans | - | 61,396
10. | Provisions
|  | Dilapidation provision
|  | £
| At 1 November 2024 | 18,840
| Charged to profit or loss | (18,840)
| At 31 October 2025 | -
Page 13
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
11. | Reserves
Share premium account The share premium account represents the excess of proceeds received on the issue of shares over the nominal value of those shares, net of directly attributable issue costs. Other reserves Other reserves represents the cumulative charge recognised in respect of equity-settled share- based payment arrangements. Profit and loss account The profit and loss account represents the accumulated retained earnings of the company, comprising profits and losses recognised in the current and prior accounting periods, net of any dividends paid and other reserves transferred.
12. | Share-based payments
| The company operates an equity-settled share-based payment scheme in which only eligible employees may participate. Details of the share options granted and outstanding at the end of the year are set out in the table below.
|  | Weighted average exercise price (pence) 2025 | Number 2025 | Weighted average exercise price (pence) 2024 | Number 2024
| Outstanding at the beginning of the year | 11.46 | 169,436 | 8.36 | 109,536
| Granted during the year | - | - | 11.41 | 92,900
| Forfeited during the year | 16.77 | (7,500) | 9.75 | (3,000)
| Exercised during the year | - | - | 0.17 | (30,000)
| Expired during the year | - | - | - | -
| Outstanding at the end of the year | 11.21 | 161,936 | 11.46 | 169,436
13. | Prior year adjustment
The opening balance sheet at 1 November 2022 and the results for the year ended 31 October 2023 have been restated to reflect inclusion of a holiday pay accrual. Overall, the combined impact on the balance sheet at 31 October 2023 is a reduction in net assets of £105,149 and an increase in the loss for the year ended 31 October 2023 of £12,558. Page 14
INCROWD SPORTS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
14. | Pension commitments
The company operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £127,847 (2024: £192,332). Contribution totalling £91,801 (2024: £77,414) were payable to the fund at the balance sheet date and are included in creditors.
15. | Commitments under operating leases
| At 31 October 2025 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 79,468 | 87,574
| Later than 1 year and not later than 5 years | 55,133 | 81,038
|  | 134,601 | 168,612
16. | Subsequent events
On 25th November 2025, the legal and operational separation of InCrowd and Cortex was formally completed. The assets and liabilities associated with the Cortex business were transferred into the existing subsidiary, Cortex Tech Ltd. This restructuring allows Cortex to trade under its own name and positions the business to pursue investment independently of InCrowd.
17. | Auditors' information
The auditors' report on the financial statements for the year ended 31 October 2025 was unqualified. The audit report was signed on 20 May 2026 by Rajiv Thakerar FCA (Senior statutory auditor) on behalf of Sumer Auditco Limited.
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