REGISTERED NUMBER: 11065989 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

ICERTIS GROUP LTD

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

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

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

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.

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

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.