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REGISTERED NUMBER: 11065989 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

ICERTIS GROUP LTD

| ICERTIS GROUP LTD (REGISTERED NUMBER: 11065989) |

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page |

| Company information | 1 |

| Balance sheet | 2 |

| Notes to the financial statements | 3 |

| ICERTIS GROUP LTD |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

| Directors: | R Bahri

| J M Dreikosen

| P Kramer

| Mr A Subbaraman

| Registered office: | Suite 2 Ground Floor

| 10 Temple Back

| Bristol

| United Kingdom

| BS1 6FL

| Registered number: | 11065989 (England and Wales)

| Auditors: | Mark Arber Limited

| Statutory Auditors

| 71-75 Shelton Street

| Covent Garden

| London

| WC2H 9JQ

| ICERTIS GROUP LTD (REGISTERED NUMBER: 11065989) |

BALANCE SHEET

31 DECEMBER 2025

2025 | 2024 |

| Notes | £ | £

FIXED ASSETS

Tangible assets | 4 | 26,211 |  | 27,977 |  |

CURRENT ASSETS

Debtors | 5 | 1,819,851 |  | 2,750,839 |  |

Cash at bank | 1,997,449 |  | 1,045,665 |  |

3,817,300 |  | 3,796,504 |  |

CREDITORS

Amounts falling due within one year | 6 | (868,352 | ) | (1,135,079 | ) |

NET CURRENT ASSETS | 2,948,948 |  | 2,661,425 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 2,975,159 |  | 2,689,402 |  |

CAPITAL AND RESERVES

Called up share capital | 100 |  | 100 |  |

Share based payment reserve | 2,763,923 |  | 2,166,872 |  |

Retained earnings | 211,136 |  | 522,430 |  |

SHAREHOLDERS' FUNDS | 2,975,159 |  | 2,689,402 |  |

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 9 July 2026 and were signed on its behalf by:

J M Dreikosen - Director

| ICERTIS GROUP LTD (REGISTERED NUMBER: 11065989) |

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | STATUTORY INFORMATION

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

| The company’s functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

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

| Going concern

| These financial statements have been drawn up on the going concern basis. The company is dependent upon the support of its parent company, and only customer, in order to meet its working capital requirements. The parent company has provided assurances that this support will continue for a period that exceeds twelve months from the date of approval of these financial statements.

| Related party exemption

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

| Turnover

| Turnover represents amounts charged to the Company's parent under a sales and marketing agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred.

| Tangible fixed assets

| Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

| Depreciation is provided at the following annual rates in order to write off each asset over its estimate useful life.

| Computer equipment - 33% on cost

| Plant and machinery - 33% on cost

| Fixtures and fittings - 20% on cost

| Financial instruments

| The Company only enters into basic financial instruments that result in the recognition of financial assets and liabilities like trade and other debtors and creditors.

| 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 recognized amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

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

| ICERTIS GROUP LTD (REGISTERED NUMBER: 11065989) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Deferred tax

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

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

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

| Foreign currencies

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

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to Income Statement on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The Company operates a defined contribution pension scheme. Contributions payable to the Company's pension scheme are charged to Income Statement in the period to which they relate.

| Short-term debtors and creditors

| Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment of debtors are recognised in the Income Statement in administrative expenses.

| Cash and cash equivalents

| Cash and cash equivalents in the Balance sheet comprise cash at bank and in hand and short-term deposits.

| Share based payments

| The fair value of share-based awards is determined using an appropriate valuation model.Non-Statutory Options (NSOs) are recognised upon exercise, while Restricted Stock Units (RSUs) are recognised upon vesting, at which time the related shares are issued to employees.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 32 (2024 - 34 ) .

4. | TANGIBLE FIXED ASSETS

Fixtures |

Plant and | and | Computer |

machinery | fittings | equipment | Totals |

| £ | £ | £ | £

| Cost

| At 1 January 2025 | 14,423 |  | 20,000 |  | 44,503 |  | 78,926 |  |

| Additions | - |  | - |  | 26,042 |  | 26,042 |  |

| Disposals | (911 | ) | (20,000 | ) | (3,901 | ) | (24,812 | ) |

| At 31 December 2025 | 13,512 |  | - |  | 66,644 |  | 80,156 |  |

| Depreciation

| At 1 January 2025 | 11,808 |  | 10,889 |  | 28,252 |  | 50,949 |  |

| Charge for year | 2,605 |  | 1,124 |  | 16,081 |  | 19,810 |  |

| Eliminated on disposal | (901 | ) | (12,013 | ) | (3,900 | ) | (16,814 | ) |

| At 31 December 2025 | 13,512 |  | - |  | 40,433 |  | 53,945 |  |

| Net book value

| At 31 December 2025 | - |  | - |  | 26,211 |  | 26,211 |  |

| At 31 December 2024 | 2,615 |  | 9,111 |  | 16,251 |  | 27,977 |  |

| ICERTIS GROUP LTD (REGISTERED NUMBER: 11065989) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

| £ | £

| Amounts owed by group undertakings | 448,173 |  | 2,156,212 |  |

| Other debtors | 60,144 |  | 77,668 |  |

| Tax | 700,252 |  | - |  |

| VAT | 10,123 |  | 74,640 |  |

| Deferred tax asset | 567,337 |  | 429,492 |  |

| Prepayments | 33,822 |  | 12,827 |  |

1,819,851 |  | 2,750,839 |  |

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

| £ | £

| Trade creditors | 584 |  | 32,063 |  |

| Tax | - |  | 49,399 |  |

| Social security and other taxes | 314,130 |  | 350,833 |  |

| Other creditors | 828 |  | - |  |

| Accrued expenses | 552,810 |  | 702,784 |  |

868,352 |  | 1,135,079 |  |

7. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

|  | 2025 |  | 2024 |  |

|  | £ |  | £ |  |

| Within one year |  | 187,000 |  | 271,921 |  |

| Between one and five years |  | 117,871 |  | 348,780 |  |

|  | 304,871 |  | 620,701 |  |

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

| The Report of the auditors was unqualified.

| Mark Arber (Senior Statutory Auditor)

| for and on behalf of Mark Arber Limited

9. | SHARE-BASED PAYMENT TRANSACTIONS

| The Company has taken the exemption provided in FRS 102 Section 1.12D not to disclose details of share-based payment arrangements concerning equity instruments of another group entity.

10. | ULTIMATE PARENT COMPANY

| The immediate and ultimate parent undertaking of the Company is Icertis, Inc., a Company incorporated in USA, with its principal place of business at 14711 NE 29th Place, Suite 225, Bellevue, WA 98007, USA.