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Registered number: 10614103 SOFTELLIGENCE UK LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SOFTELLIGENCE UK LTD COMPANY INFORMATION
Directors | A Blidarus
| Softelligence SRL (resigned 11 June 2025)
| R Khemka (appointed 20 May 2025)
Registered number | 10614103
Registered office | New Broad Street House
| 35 New Broad Street
| London
| EC2M 1NH
Independent auditors | Price Bailey LLP
| Chartered Accountants & Statutory Auditors
| Anglia House, 6 Central Avenue
| St Andrews Business Park
| Thorpe St Andrew
| Norwich
| Norfolk
| NR7 0HR
SOFTELLIGENCE UK LTD CONTENTS
| Page
Strategic report | 1 - 3
Directors' report | 4 - 5
Independent auditors' report | 6 - 9
Statement of comprehensive income | 10
Statement of financial position | 11
Statement of changes in equity | 12 - 13
Notes to the financial statements | 14 - 29
SOFTELLIGENCE UK LTD STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the Strategic Report of Softelligence UK Ltd (the “Company”) for the year ended 31 December 2025. The Company prepares its financial statements in accordance with United Kingdom Accounting Standards. The Company is a wholly owned subsidiary within the group; the immediate parent is Softelligence SRL and the ultimate controlling party is AI Altius (Luxembourg) Sarl.
Business review
The Company’s principal activity is the provision of software and related services. Turnover for the year was £25,295,468 (2024: £19,383,928), generating a gross profit of £2,114,929 (2024: £1,895,876). Operating profit was £1,030,765 (2024: £765,754) and profit after tax was £800,502 (2024: £572,720). Turnover was principally generated in the United Kingdom (£22,132,902) with the remainder in rest of the world (£3,162,566). The Company ended the year with cash at bank and in hand of £5,577,483 (2024: £3,518,426) and net assets of £1,755,578 (2024: £955,076). The average monthly number of employees during the year was 10 (2024:10) The directors have considered the Company’s position, including the review of forecasts for at least the next 12 months, and have concluded that it is appropriate to adopt the going concern basis in preparing these financial statements. Page 1
SOFTELLIGENCE UK LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
The directors recognise that the Company operates in a challenging market environment. Continued consolidation in the UK technology services sector, combined with broader macroeconomic uncertainty, can increase volatility in customer demand, procurement cycles and pricing. Challenging market conditions and competition Competition from national, offshore, and multinational vendors can place pressure on pricing and margin, particularly where customer budgets tighten or procurement shifts towards lower-cost delivery models. The Company’s approach is to protect delivery quality and account outcomes while remaining disciplined on cost base and subcontractor utilization. Geopolitical uncertainty The Russian invasion of Ukraine in February 2022 has disrupted global trade, as both countries are major commodity producers. The resulting supply chain disruptions contributed to increased global prices, particularly for crude oil and wheat. The Company’s operations are not directly impacted by these events, as it has no operations in either Russia or Ukraine, and no significant adverse impact on the IT services industry or on the Company’s activities has been identified to date. Middle East escalation involving Iran. Geopolitical tensions and conflicts can amplify uncertainty across markets, contributing to inflationary pressures and volatility in energy and transportation costs. In particular, during the first quarter of 2026, the armed conflict in the Middle East intensified, involving attacks between the United States, Israel, and Iran and escalations across several Gulf states, which led to immediate increases in oil, gas, and transport fuel prices. Such developments are external events with a high degree of uncertainty and may indirectly influence the Company’s cost base; at the date of approval, any impact is possible but cannot be reliably quantified, as it depends on future developments and global energy market reactions. Customer concentration and pipeline risk. A significant proportion of revenue in a services business can be generated from a limited number of customers and projects, increasing exposure to contract renewals, scope changes, delays or repricing. The Company mitigates this by maintaining close client engagement and seeking to diversify its customer base over time. Foreign currency and cost volatility. The Company undertakes transactions in foreign currencies and is exposed to exchange rate movements, with exchange differences recognized in profit or loss. In addition, broader market volatility can influence key operating cost drivers over time.
Financial key performance indicators
The directors use a set of KPIs to monitor performance and financial position: KPI 2025 2024 Change Turnover £25,295k £19,384k +30.5% Gross profit £2,115k £1,896k +11.6% Gross profit ratio 8.4% 9.8% (1.4pp) Operating profit £1,031k £766k +34.6% Shareholders’ funds (net assets) £1,756k £955k +83.9% Cash at bank and in hand £5,577k £3,518k +58.5% (Note: figures are derived from the statutory financial statements for the year ended 31 December 2025.) No dividend has been paid during the year (2024: 0) Page 2
SOFTELLIGENCE UK LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Other key performance indicators
There are no further key performance indicators. This report was approved by the board and signed on its behalf.
A Blidarus Director
Date: 10 July 2026
Page 3
SOFTELLIGENCE UK LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, 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 judgments and accounting estimates that are reasonable and prudent; ∙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.
Results and dividends
The profit for the year, after taxation, amounted to £800,502 (2024 - £572,720). No dividends were paid during the year (2024: £nil).
Directors
The directors who served during the year were:
A Blidarus
Softelligence SRL (resigned 11 June 2025)
R Khemka (appointed 20 May 2025)
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 directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the directors have 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. Page 4
SOFTELLIGENCE UK LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditors
The auditors, Price Bailey LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
A Blidarus Director
Date: 10 July 2026
Page 5
SOFTELLIGENCE UK LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOFTELLIGENCE UK LTD
Opinion
We have audited the financial statements of Softelligence UK Ltd (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity 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 Financial Reporting Standard 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 profit 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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. Page 6
SOFTELLIGENCE UK LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOFTELLIGENCE UK LTD (CONTINUED)
Other information
The other information comprises the information included in the annual report other than the financial statements and our Auditors' 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. 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.
Opinion 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the 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 Strategic report or 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.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 4, 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 either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
SOFTELLIGENCE UK LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOFTELLIGENCE UK LTD (CONTINUED)
Auditors' 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 Auditors' 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. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements through: • our knowledge and sector experience; and • discussions with the Directors and other management. The Company is subject to laws and regulations that directly affect the financial statements including the Companies Act 2006 and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry with the Directors and other management and inspection of regulatory and legal correspondence to identify any indication of legislative breaches. Our procedures to respond to the risk of fraud included: • proving existence of a sample of employees to ensure genuine; • reviewing staff names and bank account details on a payment run to confirm no duplications; • reviewing legal expenditure to ensure no instances of litigation; • obtaining confirmations of accounts and balances directly from the bank; • testing journals and other manual adjustments for appropriateness, by evaluating the business rationale of significant transactions; • challenging management of whether any fraud occurred throughout the period, or since the period end; and • reviewing ad-hoc expenditure is appropriately authorised in line with internal policies. We performed the procedures set out above after gaining an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, and after considering the risk of acts by the Company contrary to applicable laws and regulations including fraud. We obtained this understanding from discussions with the Directors, who did not make the engagement team aware of any non-compliance with laws and regulations throughout the year or since the year end. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. Page 8
SOFTELLIGENCE UK LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOFTELLIGENCE UK LTD (CONTINUED) 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 Auditors' report.
Use of our 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 Auditors' 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. Stephan Schmitt BFP FCA (Senior statutory auditor) for and on behalf of Price Bailey LLP Chartered Accountants Statutory auditors Anglia House, 6 Central Avenue St Andrews Business Park Thorpe St Andrew Norwich Norfolk NR7 0HR 14 July 2026 Page 9
SOFTELLIGENCE UK LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 25,295,468 | 19,383,928
Cost of sales |  | (23,180,539) | (17,488,052)
Gross profit |  | 2,114,929 | 1,895,876
Distribution costs |  | (573,529) | (480,531)
Administrative expenses |  | (510,635) | (649,591)
Operating profit | 5 | 1,030,765 | 765,754
Interest receivable and similar income |  | 45,813 | -
Interest payable and similar expenses |  | (7,261) | -
Profit before tax |  | 1,069,317 | 765,754
Tax on profit | 8 | (268,815) | (193,034)
Profit for the financial year |  | 800,502 | 572,720
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 14 to 29 form part of these financial statements.
Page 10
SOFTELLIGENCE UK LTD REGISTERED NUMBER: 10614103 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 9 |  | 5,886 |  | 5,762
Investments | 10 |  | 4,498 |  | -
|  |  | 10,384 |  | 5,762
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 11 | 5,914,177 |  | 5,246,295 |
Cash at bank and in hand | 12 | 5,577,483 |  | 3,518,426 |
|  | 11,491,660 |  | 8,764,721 |
Creditors: amounts falling due within one year | 13 | (9,745,342) |  | (7,814,321) |
Net current assets |  |  | 1,746,318 |  | 950,400
Total assets less current liabilities |  |  | 1,756,702 |  | 956,162
Provisions for liabilities |  |  |  |  |
Deferred tax | 14 | (1,124) |  | (1,086) |
|  |  | (1,124) |  | (1,086)
Net assets |  |  | 1,755,578 |  | 955,076
Capital and reserves |  |  |  |  |
Called up share capital | 15 |  | 100 |  | 100
Profit and loss account | 16 |  | 1,755,478 |  | 954,976
|  |  | 1,755,578 |  | 955,076
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A Blidarus
Director
Date: 10 July 2026
The notes on pages 14 to 29 form part of these financial statements. Page 11

|  | SOFTELLIGENCE UK LTD |
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Profit and loss account | Total equity
|  | £ | £ | £
| At 1 January 2025 | 100 | 954,976 | 955,076
| Comprehensive income for the year |  |  |
| Profit for the year | - | 800,502 | 800,502
| Total comprehensive income for the year | - | 800,502 | 800,502
| At 31 December 2025 | 100 | 1,755,478 | 1,755,578
| The notes on pages 14 to 29 form part of these financial statements.
Page 12

|  | SOFTELLIGENCE UK LTD |
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
|  | Called up share capital | Profit and loss account | Total equity
|  | £ | £ | £
| At 1 January 2024 | 100 | 382,256 | 382,356
| Comprehensive income for the year |  |  |
| Profit for the year | - | 572,720 | 572,720
| Total comprehensive income for the year | - | 572,720 | 572,720
| At 31 December 2024 | 100 | 954,976 | 955,076
| The notes on pages 14 to 29 form part of these financial statements.
Page 13

SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Softelligence UK Limited is a private company limited by shares and incorporated in England and Wales, registration number 10614103. The registered office address is New Broad Street House, 35 New Broad Street, London, United Kingdom, EC2M 1NH. The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated. The financial statements are presented in sterling which is the functional currency of the company and 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 Company has taken advantage of the exemption in FRS 102 Section 7.1A from preparing a cash flow statement on the grounds that it is a wholly owned subsidiary and is included in the consolidated financial statements of its ultimate parent undertaking, AI Altius (Luxembourg) SARL, which are publicly available. As permitted by FRS 102 Section 7.1B, the Company has also not presented a reconciliation of net debt, as this information is provided in the consolidated financial statements of AI Altius (Luxembourg) SARL. The following principal accounting policies have been applied: Page 14
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.2 | 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. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.3 | Going concern
The Directors have considered the Company's position at the time of signing the financial statements, including the review of forecasts for at least the next 12 months. The Directors have concluded that they have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the forseeable future, and they therefore continue to adopt the going concern basis of accounting in preparing these financial statements.
| 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 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. Page 15
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 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 | 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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds. Page 16
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. 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 corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting 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 reporting 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 reporting date. Page 17
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 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:
|  |  |  | Fixtures and fittings | - | 50% | straight line
|  |  |  | Computer equipment | - | 33% | straight line
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.
| 2.10 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less 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. Page 18
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | 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.
| 2.15 | Financial instruments
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Statement of financial position 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. 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 Page 19
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Financial instruments (continued)
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. Derecognition of financial instruments 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. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include: Useful economic lives of tangible assets The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See Note 9 for the carrying amount of the tangible assets, and Accounting Policy 2.9 for the depreciation rates applied. Recoverability of debtors In assessing the recoverability of trade debtors, management considers whether there is objective evidence that the company will not be able to collect all amounts due. This assessment requires judgement in evaluating the creditworthiness of customers, the ageing profile of balances, and any specific information about customer financial difficulties or disputes. Page 20
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Software and related services | 25,295,468 | 19,383,928
|  | 25,295,468 | 19,383,928
Analysis of turnover by geographical location:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 22,132,902 | 17,190,354
| Rest of the world | 3,162,566 | 2,193,574
|  | 25,295,468 | 19,383,928
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (61,689) | 112,537
| Other operating lease rentals | 28,866 | 18,038
6. | Auditors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 18,000 | 20,000
Page 21
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Employees
| Staff costs were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 833,610 | 972,171
| Social security costs | 122,725 | 90,328
| Cost of defined contribution scheme | 16,534 | 17,027
|  | 972,869 | 1,079,526
| The average monthly number of employees, including the directors was 9 (2024: 9), analysed as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Cost of sales | 4 | 6
|  | Selling & Distribution | 4 | 2
|  | Administration | 1 | 1
|  |  | 9 | 9
8. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 268,777 | 161,616
|  | 268,777 | 161,616
| Total current tax | 268,777 | 161,616
| Deferred tax |  |
| Origination and reversal of timing differences | 38 | 31,418
| Total deferred tax | 38 | 31,418
| Tax on profit | 268,815 | 193,034
Page 22
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 8.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,069,317 | 765,754
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 267,329 | 191,439
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 1,479 | 1,745
| Capital allowances for year in excess of depreciation | (31) | (565)
| Short-term timing difference leading to an increase (decrease) in taxation | 38 | 31,418
| Unrelieved tax losses carried forward | - | (31,003)
| Total tax charge for the year | 268,815 | 193,034
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 23
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Tangible fixed assets
|  | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 2,601 | 14,359 | 16,960
| Additions | - | 4,123 | 4,123
| At 31 December 2025 | 2,601 | 18,482 | 21,083
| Depreciation |  |  |
| At 1 January 2025 | 2,279 | 8,919 | 11,198
| Charge for the year on owned assets | 191 | 3,808 | 3,999
| At 31 December 2025 | 2,470 | 12,727 | 15,197
| Net book value |  |  |
| At 31 December 2025 | 131 | 5,755 | 5,886
| At 31 December 2024 | 322 | 5,440 | 5,762
10. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 4,498
| At 31 December 2025 | 4,498
| The Company is the parent of Encora Portugal, Unipessoal LDA but has not prepared consolidated financial statements for the year ended 31 December 2025. The Company has taken the exemption available in accordance with FRS 102 paragraph 9.9A, the Company has therefore prepared individual financial statements only.
Page 24
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Encora Portugal, Unipessoal LDA | Rua Joao Chagas, no 10B Direito, 1500-493 Lisboa, parish of Sao Domingos de Benfica | Ordinary | 100%
| Encora Portugal, Unipessoal LDA, a wholly owned subsidiary, prepares its financial statements to 31 March 2026, which differs from the Company’s reporting date of 31 December 2025. For the purpose of these disclosures, the subsidiary’s capital and reserves and profit for the year have been translated into pounds sterling (£), the Company’s presentation currency. The aggregate of the share capital and reserves as at 31 March 2026 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
| Encora Portugal, Unipessoal LDA | (8,373) | (12,741)
Page 25
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 4,041,601 | 3,189,315
| Amounts owed by group undertakings | 860,022 | 752
| Other debtors | 19,655 | 10,396
| Prepayments and accrued income | 992,899 | 2,045,832
|  | 5,914,177 | 5,246,295
12. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 5,577,483 | 3,518,426
|  | 5,577,483 | 3,518,426
13. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 331,092 | 101,427
| Amounts owed to group undertakings | 7,051,399 | 5,287,666
| Corporation tax | 113,252 | 161,616
| Other taxation and social security | 1,051,091 | 673,216
| Other creditors | 2,923 | 13,771
| Accruals and deferred income | 1,195,585 | 1,576,625
|  | 9,745,342 | 7,814,321
Page 26
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (1,086)
| Charged to profit or loss | (38)
| At end of year | (1,124)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (1,472) | (1,441)
| Pension surplus | 348 | 355
|  | (1,124) | (1,086)
Page 27
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2024 - 100) Ordinary shares shares of £1.00 each | 100 | 100
| Ordinary shares carry one vote per share at general meetings of the Company. They rank pari passu for dividends declared and for a return of capital on winding up. There are no restrictions on the transfer of ordinary shares.
16. | Reserves
Profit and loss account The profit and loss account includes all current period and prior period retained profits and losses.
17. | Pension commitments
During the year the Company operated a defined contribution pension scheme. The pension cost charge represents contributions payable by the company to the fund and amounted to £16,534 (2024: £17,027). At the year end date contributions totalling £2,923 (2024: £2,984) were payable to the fund and are included within creditors.
18. | Commitments under operating leases
| At 31 December 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 | 18,052 | 28,866
| Later than 1 year and not later than 5 years | 21,671 | 40,924
|  | 39,723 | 69,790
19. | Related party transactions
| The Company has taken advantage of the exemption available in accordance with FRS102 section 33 'Related Party Disclosures' not to disclose transactions entered into between two or more members of the group, as the Company is a wholly owned subsidiary undertaking of the group with which it is party to the transactions. Key management personnel are considered to be the directors and they received no remuneration for the year ended 31 December 2025 (2024: nil).
Page 28
SOFTELLIGENCE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Post balance sheet events
On 17 April 2026, the Company entered into a new loan agreement with its parent undertaking, with Softelligence UK Limited providing a loan to Encora US Holdco Inc, for $3.5 million. The loan carries an interest rate at SOFR (Term, 6-month) + 200 basis points per annum accruing from day to day on the oustanding principal amount. This transaction occurred after the reporting date and relates to conditions that arose subsequent to the year end. In accordance with FRS 102 Section 32, it is therefore treated as a non adjusting event. No adjustment has been made to the financial statements for the year ended 31 December 2025.
21. | Controlling party
The immediate parent company is Softelligence SRL, a company incorporated in Romania. The ultimate controlling party is AI Altius (Luxembourg) SARL. The registered office address is 2-4 Rue Beck, L-1222, Luxembourg. The ultimate parent company is incorporated outside of the United Kingdom. Consolidated group accounts are available by writing to Encora Innovation Labs India Private Limited, Brigade South Parade, #10, M.G. Road, Bangalore KA 560001, India.
Page 29