ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 13809904

WATERSHED TECHNOLOGY LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

WATERSHED TECHNOLOGY LTD

CONTENTS

	Page
Company Information	1
Strategic Report	2 - 3
Directors' Report	4 - 5
Independent Auditor's Report	6 - 9
Statement of Income and Retained Earnings	10
Balance Sheet	11
Statement of Cash Flows	12 - 13
Analysis of Net Debt	14
Notes to the Financial Statements	15 - 32

WATERSHED TECHNOLOGY LTD

COMPANY INFORMATION

Directors	T M Francis
	C C Anderson (appointed 5 February 2026)


Company secretary	OHS Secretaries Limited


Registered number	13809904


Registered office	9th Floor
	107 Cheapside
	London
	United Kingdom
	EC2V 6DN


Independent auditor	MHA
	The Pinnacle
	150 Midsummer Boulevard
	Milton Keynes, United Kingdom
	MK9 1LZ

Page 1

WATERSHED TECHNOLOGY LTD

STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2026

Introduction

Watershed Technology, Ltd. (the “Company”) is a private limited company incorporated in England and Wales and a wholly-owned subsidiary of Watershed Technology, Inc, a climate technology software-as-a-service (SaaS) company incorporated in the United States of America. The Company serves as the UK operating entity for the Watershed Group, employing personnel primarily engaged in sales, marketing, engineering, and general and administrative functions in support of the Group’s global operations.

This Strategic Report has been prepared in accordance with the Companies Act 2006 and applicable UK accounting standards.

Business review

The Company operates as a cost-plus entity within the Watershed Group. Its sole income stream is an intercompany recharge to its US parent, Watershed Technology, Inc, calculated monthly as total eligible UK operating expenses plus an agreed cost-plus markup, consistent with the Company’s transfer pricing arrangement. The Company has no third-party or external revenue and does not operate as a standalone commercial entity.

The Company’s primary activity during the year was supporting the global operations of the Watershed Group through its UK-based workforce across sales, marketing, engineering, and general and administrative functions. The London office serves as the Company’s principal place of operation, occupied under a long-term lease.

During the year, the Company undertook a restructuring of certain roles within its UK workforce. This resulted in severance and related costs being recognized in the period. The restructuring was carried out in line with group-wide organizational decisions and had no impact on the Company’s ability to continue operating in support of the group.

The Directors consider the performance of the Company during the year ended 31 January 2026 to be satisfactory. The Company operated in line with its cost-plus mandate, with costs and the associated intercompany recharge broadly in line with expectations. The Company remained adequately funded throughout the year through cash transfers from its US parent.

Principal risks and uncertainties

The Directors have identified the following principal risks and uncertainties that could affect the Company’s financial performance and position:

Foreign currency risk

The Company’s functional currency is pounds sterling (GBP) and substantially all of the Company’s transactions and balances, including its intercompany receivable and payable, are denominated in GBP. The Company’s exposure to foreign currency risk is therefore limited. A small amount of foreign currency exposure may arise from occasional non-GBP-denominated supplier invoices; however, this exposure is not considered material to the financial statements. The Directors do not consider it necessary to use derivative financial instruments to manage this risk.

Credit risk

The Company’s exposure to credit risk is low. The Company does not transact with third-party customers; its sole counterparty is its US parent, Watershed Technology, Inc, which fully funds the Company’s operations through cash transfers and is the sole obligor on the intercompany receivable. The net intercompany position is not considered material to the group. The Directors are satisfied that the intercompany receivable is fully recoverable as at the balance sheet date and do not consider credit risk to represent a significant exposure for the Company.

Page 2

WATERSHED TECHNOLOGY LTD

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Liquidity risk

The Company is funded through cash transfers from its US parent, Watershed Technology, Inc, to meet its operational expenditure obligations as they fall due. The Company does not have external borrowing facilities. Liquidity risk therefore arises primarily from the continued availability of funding from the US parent. The Directors are satisfied that the US parent has the ability and intention to continue to provide sufficient funding to support the Company’s operations for the foreseeable future.

Price risk

Price risk is not considered applicable to the Company. The Company does not trade with external customers and is not exposed to commodity prices, market prices, or competitive pricing risk. As a cost-plus entity, the Company’s revenue is directly and solely determined by its operating cost base plus a fixed markup rate agreed with its US parent. Accordingly, the Directors do not consider price risk to be a relevant exposure for the Company.

Financial key performance indicators

The Company does not operate with standalone financial performance targets or UK-specific financial KPIs. As a cost-plus entity, the Company’s revenue is directly determined by its operating cost base and an agreed markup, and traditional financial performance measures are not considered meaningful indicators of performance for the entity in isolation. Financial performance is monitored and assessed as part of the Watershed group’s global financial reporting process.

The primary areas of cost monitoring for the UK entity are headcount and associated payroll costs, and operating expenditure at department level, both measured against group-level budgets monthly.

Other key performance indicators

In light of the above, and consistent with the Company’s status as a cost-plus entity where financial outcomes are driven by contractual arrangements, the Company does not maintain or monitor standalone non-financial key performance indicators at an individual entity level. Operational performance and efficiency measures are instead assessed at a consolidated group level, where management considers broader service delivery, process effectiveness, and strategic objectives across the organisation. Accordingly, entity-level non-financial KPIs are not utilised, as they are not considered meaningful in isolation from the wider group context.

This report was approved by the board and signed on its behalf.

................................................

T M Francis

Director

Date: 17 July 2026

Page 3

WATERSHED TECHNOLOGY LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 JANUARY 2026

The Directors present their report and the financial statements for the year ended 31 January 2026.

Principal activity

The principal activity of the Company during the year was supporting the global operations of the Watershed Group through its UK-based workforce across sales, marketing, engineering, and general and administrative functions. The Company operates under a cost-plus agreement where revenues are total eligible UK operating expenses plus an agreed cost-plus markup, consistent with the Company’s transfer pricing arrangement. The Company has no third-party or external revenue and does not operate as a standalone commercial entity.

Results and dividends

The profit for the year, after taxation, amounted to £752,820 (2025 - £766,493).

The Directors do not recommend the payment of a dividend (2025 - £nil).

Directors

The Directors who served during the year were:

T M Francis

E F Moeller (resigned 1 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 judgements 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.

Page 4

WATERSHED TECHNOLOGY LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, MHA, 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.

................................................

T M Francis

Director

Date: 17 July 2026

Page 5

WATERSHED TECHNOLOGY LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WATERSHED TECHNOLOGY LTD

Opinion

We have audited the financial statements of Watershed Technology Ltd (the 'Company') for the year ended 31 January 2026, which comprise the Statement of Income and Retained Earnings, the Analysis of Net Debt, the Balance Sheet, the Statement of Cash Flows and the related notes, including material 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 January 2026 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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

WATERSHED TECHNOLOGY LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WATERSHED TECHNOLOGY LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.

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..

Matters on which we are required to report by exception

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.

Page 7

WATERSHED TECHNOLOGY LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WATERSHED TECHNOLOGY LTD (CONTINUED)

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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

∙Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud;

∙Enquiry of entity staff in compliance functions and external advisors to identify any instances of non compliance with laws and regulations;

∙Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias;

∙Reviewing of financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

∙Performing audit work over the completeness of income within the financial system and the recognition of revenue on the provision of services occurring at the year end to provide assurance over cut-off

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Page 8

WATERSHED TECHNOLOGY LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WATERSHED TECHNOLOGY LTD (CONTINUED)

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 Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Rebecca Hughes BSc (Hons) FCCA (Senior Statutory Auditor)

for and on behalf of

MHA

Milton Keynes, United Kingdom

20 July 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).

Page 9

WATERSHED TECHNOLOGY LTD

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 JANUARY 2026

	2026	2025
Note	£	£


Turnover	5	16,081,200	15,760,553
Gross profit		16,081,200	15,760,553
Administrative expenses		(14,864,521)	(14,569,326)
Operating profit	6	1,216,679	1,191,227
Interest receivable and similar income	10	9,698	2,107
Interest payable and similar expenses	11	(30,581)	(40,774)
Profit before tax		1,195,796	1,152,560
Tax on profit	12	(442,976)	(386,067)
Profit after tax		752,820	766,493



Retained earnings at the beginning of the year	1,318,873	552,380
Profit for the year	752,820	766,493
Retained earnings at the end of the year	2,071,693	1,318,873

There were no recognised gains and losses for 2026 or 2025 other than those included in the statement of income and retained earnings.

The notes on pages 15 to 32 form part of these financial statements.

Page 10

WATERSHED TECHNOLOGY LTD

REGISTERED NUMBER: 13809904

BALANCE SHEET

AS AT 31 JANUARY 2026

			As restated	As restated
	2026	2026	2025	2025
Note	£	£	£	£

Non current assets
Tangible assets	13		1,025,072		701,489
Restricted cash	15		650,000		450,000
			1,675,072		1,151,489
Current assets
Debtors	14	39,533,214		23,518,393
Cash at bank and in hand	15	665,192		191,586
		40,198,406		23,709,979
Creditors: amounts falling due within one year	16	(39,569,831)		(23,542,594)
Net current assets			628,575		167,385
Total assets less current liabilities			2,303,647		1,318,874
Creditors: amounts falling due after more than one year	17		(231,953)		-

Net assets			2,071,694		1,318,874

Capital and reserves
Called up share capital	19	1	1
Profit and loss account	21	2,071,693	1,318,873
		2,071,694	1,318,874

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

T M Francis

Director

Date: 17 July 2026

The notes on pages 15 to 32 form part of these financial statements.

Page 11

WATERSHED TECHNOLOGY LTD

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 JANUARY 2026

			2026	2025
			£	£

Cash flows from operating activities
Profit for the financial year	752,820	766,493
Adjustments for:
Depreciation of tangible assets	642,212	628,082
Interest paid	30,581	40,774
Interest received	(9,698)	(2,107)
Taxation charge	442,976	386,067
Decrease/(increase) in debtors	76,215	(8,573)
(Increase) in amounts owed by groups	(16,091,036)	(15,774,205)
(Decrease)/increase in creditors	(547,077)	1,113,190
Increase in amounts owed to groups	16,607,528	14,446,052
Corporation tax (paid)	(614,249)	(133,527)
Initial recognition of right-of-use lease	-	(55,213)
Net cash generated from operating activities	1,290,272	1,407,033

Cash flows from investing activities
Purchase of tangible fixed assets	-	(122,290)
Interest received	9,698	2,107
Net cash from investing activities	9,698	(120,183)
Cash flows from financing activities
Right-of-use lease interest paid	(30,581)	(40,774)
Right-of-use capital payments	(595,783)	(624,842)
Net cash used in financing activities	(626,364)	(665,616)

Page 12

WATERSHED TECHNOLOGY LTD

STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

		2026	2025
		£	£


Net increase in cash and cash equivalents	673,606	621,234
Cash and cash equivalents at beginning of year	641,586	20,352
Cash and cash equivalents at the end of year	1,315,192	641,586

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	665,192	191,586
Restricted cash	650,000	450,000
	1,315,192	641,586

The notes on pages 15 to 32 form part of these financial statements.

Page 13

WATERSHED TECHNOLOGY LTD

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 JANUARY 2026


At 1 February 2025	Cash flows	Remeasure-ment of right-of-use liability	Right-of-use lease interest	At 31 January 2026
£	£	£	£	£

Cash at bank and in hand	191,586	473,606	-	-	665,192
Restricted cash	450,000	200,000	-	-	650,000
Right-of-use lease liability	(487,874)	626,364	(965,795)	(30,581)	(857,886)
	153,712	1,299,970	(965,795)	(30,581)	457,306

The notes on pages 15 to 32 form part of these financial statements.

Page 14

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

1.	General information

Watershed Technology Ltd is a private company limited by shares, incorporated and registered in England and Wales, registration number 13809904. Watershed Technology Ltd has a registered office address of 9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN which is also its principal place of business.

The principal activity of the Company is to provide research and development, sales support and marketing support services to its parent company and affiliated entities.

The financial statements are presented in Sterling which is also the functional currency of the Company.

The financial statements are rounded to the nearest whole number.

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 4).

The following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on a going concern basis. The Directors have considered relevant information, including forecast future cash flows and the impact of subsequent events in making their assessment.

The Company shows a net current assets position of £628,575 (2025: £167,385), and a net assets position of £2,071,694 (2025: £1,318,873). The Company has been profit making since incorporation, and for the past 2 financial periods and has reported a profit before tax of £1,195,796 (2025: £1,152,560). The Company has amounts owed to group of £37,604,542 (2025: £20,997,014), and amounts owed by group of £39,329,243 (2025: £23,238,207).

The Company's business activities, together with factors likely to affect its future development, performance and position, are continuously reviewed by the Directors. These include the Company's cash flow and liquidity position. The Company is reliant on the Group through intercompany trading.

The ultimate parent company, Watershed Technology Inc, has provided assurances that it will continue to provide the financial resources as necessary to enable the Company to continue in its normal course of business and meet its liabilities as they fall due for a period of at least twelve months from the date of signing the financial statements. Although the support is not made by deed and is not legally binding, the Directors consider that this confirms that future support will be made available for at least 12 months from the date of approval of the accounts. The Directors accordingly continue to adopt the going concern basis in preparing the annual report and financial statements.

Page 15

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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.

The group operates a transfer pricing policy which it applies to income and expenses recharged
between the group entities. The revenue recognised for the period includes a mark up of 8% charged on top of the basic sales revenue recharged to the company from the parent company.

Page 16

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.8

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 17

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 18

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.10

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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Leasehold property improvements	-	50%
Right of use asset - Leasehold property	-	Over the length of the lease
Fixtures and fittings	-	33%
Computer equipment	-	33%

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.

2.11

Lease and right of use assets

The Company recognises right of use assets under lease agreements in which it is the lessee. The underlying assets mainly include land and buildings. The right of use assets comprise of the initial measurement of the corresponding lease liability and payments made at or before the commencement day as well as any initial direct costs. The corresponding lease liability is included in the statement of financial position as a lease liability. The interest rate applied to the lease determined by the Company is 3.93% and has been applied to the leased asset and liability, in line with a rate available with market rate borrowings.

The right of use asset will be depreciated over the lease term and if necessary impaired in accordance with applicable standards. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made.

2.12

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.

Page 19

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.13

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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

2.14

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.

2.15

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 20

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.15

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.

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.

Page 21

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

3.	New standards, interpretations and early amendments adopted

Certain new accounting standards and interpretations have been published that are not mandatory for periods ending 31 January 2026 and have been adopted early by the Company during the financial year ended 31 January 2025.

FRS102 Section 20 Leases (effective for periods starting after January 2026)

The amendments to Section Leases, had a material effect on the financial statements in the prior period, whereby a right-of-use asset of £594,082 and a lease liability of £487,874 were recognised. The leased asset relates to a property occupied by the Company for business purposes. The incremental borrowing rate determined by the Company of 3.93% had been applied to the leased asset.

FRS102 Section 23 Revenue from Contracts with Customers (effective for periods starting after January 2026)

The amendments to Section 23 Revenue from Contracts with Customers had no material effect on the financial statements of the Company.

Page 22

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

4.	Judgements in applying accounting policies and key sources of estimation uncertainty

When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses. The following are significant effects on the financial statements.

Estimating useful lives of tangible fixed assets
The Company estimates the useful lives of tangible assets based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of those assets. The net book value of tangible fixed assets, excluding the right of use assets, stood at £43,627 (2025: £107,407) after a depreciation charge in the year of £63,780 (2025: £54,235).

Estimating useful lives of right of use assets
The Company exercises judgement in determining the useful lives of right-of-use assets, which are based on the lease term, including any extension or termination options where the Company is reasonably certain to exercise those options. In assessing the lease term, the Company considers all relevant factors that create an economic incentive to extend or terminate the lease, including contractual terms, the importance of the underlying asset to operations and any significant leasehold improvements. The useful lives are reviewed periodically and updated where expectations differ due to changes in economic conditions, business strategy or market factors. The net book value of right-of-use assets stood at £981,445 (2025: £594,082) after a depreciation charge in the year of £578,432 (2025: £573,847).

Incremental borrowing rate of right of use assets
The Company exercises judgement in determining the incremental borrowing rate (IBR) used to measure lease liabilities and the corresponding right of use assets where the interest rate implicit in the lease cannot be readily determined. In accordance with FRS 102 Section 20, where the implicit rate cannot be readily determined, the Company is required to estimate an appropriate discount rate, which requires significant judgement. The IBR is estimated based on the rate the Company would have to pay to borrow, over a similar term and with similar security, the funds necessary to obtain an asset of a similar value. In estimating the IBR, the Company considers factors such as the lease term, the nature of the underlying asset and the Company’s credit risk. The rate is reviewed periodically and updated where expectations differ due to changes in market conditions or the Company’s financing profile. The weighted average IBR applied during the year was 3.93% (2025: 4.63%).

Share-based payments
The Company has equity-settled share options granted to its employees by its parent company and recognises the fair value of the services received in the profit or loss and a corresponding increase in equity. The fair value of employee services received is measured using a recognised valuation model. The fair value is based on a number of assumptions and as such is a judgemental calculation.

Page 23

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

	Intercompany sales	16,081,200	15,760,553

Analysis of turnover by country of destination:

					2026	2025
					£	£

	United States of America	16,081,200	15,760,553

Exchange differences	5,102	7,347
Depreciation - owned assets	63,780	54,235
Depreciation - right of use assets	578,432	573,847
Share-based payment	523,451	455,310

Fees payable to the Company's auditor for the audit of the Company's financial statements

26,500

23,650

Page 24

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Wages and salaries	11,120,732	10,527,006
Social security costs	1,558,895	1,260,896
Cost of defined contribution scheme	286,236	241,995
	12,965,863	12,029,897

The average monthly number of employees, including the Directors, during the year was as follows:

	2026	2025
	No.	No.

Staff	75	63

9.	Directors' remuneration
		2026	2025
		£	£

Directors' emoluments	278,530	266,565
Company contributions to defined contribution pension schemes	7,247	9,720
	285,777	276,285

	During the year retirement benefits were accruing to 1 Director (2025 - 1) in respect of defined contribution pension schemes.
	The highest paid Director received remuneration of £278,530 (2025 - £266,525).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £7,247 (2025 - £9,720).
	The total accrued pension provision of the highest paid Director at 31 January 2026 amounted to £NIL (2025 - £810).

10.	Interest receivable and similar income
		2026	2025
		£	£

Bank interest receivable

9,698

2,107

Page 25

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

11.	Interest payable and similar expenses
		2026	2025
		£	£

Lease liability interest payable

30,581

40,774

Corporation tax
Current tax on profits for the year	442,976	323,420
Adjustments in respect of previous periods	-	62,647

Total current tax	442,976	386,067

	Deferred tax
	Total deferred tax	-	-


	Tax on profit	442,976	386,067

Page 26

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

12.Taxation (continued)

Profit on ordinary activities before tax

1,195,796

1,152,560

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)	298,949	288,140
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	130,863	115,386
Capital allowances for year in excess of depreciation	1,599	-
Other timing differences leading to an increase (decrease) in taxation	10,960	-
Deferred tax asset not recognised	14,014	(9,925)
Deduction under Chapter 3 Part 12 CTA 2009	(13,409)	(70,181)
Prior year adjustment	-	62,647
Total tax charge for the year	442,976	386,067

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 27

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

13.	Tangible fixed assets

	Leasehold property improvements	Right of use asset - leasehold property	Computer equipment	Office equipment	Total
	£	£	£	£	£
Cost
At 1 February 2025	38,651	1,167,929	101,222	26,633	1,334,435
Remeasurement	-	965,795	-	-	965,795
At 31 January 2026	38,651	2,133,724	101,222	26,633	2,300,230
Depreciation
At 1 February 2025	17,234	573,847	32,625	9,240	632,946
Charge for the year on owned assets	21,417	-	33,741	8,622	63,780
Charge for the year on financed assets	-	578,432	-	-	578,432
At 31 January 2026	38,651	1,152,279	66,366	17,862	1,275,158
Net book value
At 31 January 2026	-	981,445	34,856	8,771	1,025,072
At 31 January 2025	21,417	594,082	68,597	17,393	701,489

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2026	2025
	£	£


	Land and buildings	981,445	594,082

Page 28

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

14.

Debtors

					2026	2025
					£	£



Amounts owed by group undertakings	39,329,243	23,238,207
Other debtors	74,426	100,934
Prepayments and accrued income	129,545	179,252
	39,533,214	23,518,393

Amounts owed by group undertakings are interest-free, unsecured and repayable on demand.

Cash at bank and in hand	665,192	191,586
Restricted cash	650,000	450,000
	1,315,192	641,586

Restricted cash amounts of £650,000 (2025: £450,000) held in a collateral account pledged as security to the Company's banking facilities. Withdrawals from this account require the consent of the lending bank and managements intention is also for this balance to remain in the long term, accordingly, the restricted cash balance is presented within non current assets on the face of the Balance Sheet.

16.	Creditors: Amounts falling due within one year
		2026	2025
		£	£

Trade creditors	14,205	-
Amounts owed to group undertakings	37,604,542	20,997,014
Corporation tax	213,697	384,970
Other taxation and social security	442,903	351,054
Lease obligations	625,933	487,874
Other creditors	464,419	1,054,630
Accruals and deferred income	204,132	267,052
	39,569,831	23,542,594

Amounts owed to group undertakings are interest-free, unsecured and repayable on demand.

Page 29

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

17.	Creditors: Amounts falling due after more than one year
		2026	2025
		£	£

	Lease obligations	231,953	-

Within one year	625,933	487,874
Between 1-5 years	231,953	-
	857,886	487,874

19.	Share capital
		2026	2025
		£	£

Allotted, called up and fully paid

100,000 (2025 - 100,000) Ordinary shares of £0.00001 each	1	1

Page 30

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

20.	Share-based payments
	The Company participates in a group share-based payment arrangement where the parent company grants share options to certain employees. The Company recognises share-based payment expenses based on the fair value of the awarded grants, as an expense through the profit and loss account and a corresponding increase in equity. During the financial year ended 31 January 2026 the Company granted 475,689 share options to certain employees of the Company (2025: 815,025). The employee awards vest in equal amounts throughout the vesting term, which approximates from one to seven years, provided that the recipients of such grants continue their employment with the Company (Time-vesting Options). The Time Vesting Options have ten-year contractual terms, starting from the award acceptance date. The Company used the Black-Scholes Merton model to estimate the fair value of the option awards at the grant date. The resulting grant date fair value is recognised as expense on a straight-line basis over the requisite service period. The assumptions used by managements expert in the Black-Scholes Merton model for valuation of the options includes exercise prices varying from $0.06 to $3.21, expected terms of between one and ten years, expected stock price volatility of between 51.03% and 60.85% based on a peer group of publicly traded SaaS and Enterprise Software companies, expected dividend yield of 0%, and risk-free interest rates of between 0.94% to 4.66% depending on date of grant acceptance.
		Weighted average exercise price (pence) 2026	Number 2026	Weighted average exercise price (pence) 2025	Number 2025

Outstanding at the beginning of the year	203	2,177,739	148	1,884,504
Granted during the year	321	475,689	298	815,025
Exercised during the year	171	(49,274)	149	(203,387)
Repurchased during the year	6	(23,092)	-	-
Forfeited during the year	221	(513,464)	174	(298,007)
Expired during the year	-	-	149	(10,603)
Cancelled during the year	237	(20,620)	144	(9,793)
Outstanding at the end of the year	229	2,046,978	203	2,177,739

Weighted average exercise price is quoted in US Dollar ($) Cent.

					2026	2025
					£	£

Equity-settled schemes

523,451

455,310

Page 31

WATERSHED TECHNOLOGY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

21.

Reserves

Profit and loss account

Includes all current and prior periods profits and losses.

22.	Prior year adjustment

During the year ended 31 January 2026, the Directors identified a material prior period error in the classification of a restricted cash balance, amounting to £450,000. At 31 January 2025, this balance was included within cash at bank and in hand; however, as the funds are held in an account with access restrictions impacting the liquidity of the balance, this should have been classified within restricted cash. The comparative figures have therefore been restated to reclassify £450,000 from cash at bank and in hand to restricted cash, however the amount continues to be presented within cash and cash equivalents (note 15). This adjustment affects presentation only and has no impact on profit, net assets, or shareholders' funds.

23.	Pension commitments

The Company operates a defined contributions pension scheme. The pension cost charge represents contributions payable by the Company to the fund and amounted to £286,236 (2025: £241,995) The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £65,588 (2025: £72,412) were payable to the fund at the balance sheet date and are included in creditors.

24.	Related party transactions
	The Company is a wholly owned subsidiary of Watershed Technology, Inc. In accordance with FRS 102 Section 33, the Company has not disclosed transactions with wholly owned group undertakings. Such transactions are included in the consolidated financial statements of the parent undertaking.

25.	Controlling party

The immediate and ultimate parent company is Watershed Technology, Inc. a company registered in the
US with its headquarters situated at 360 9th St, San Francisco, CA 94103, United States of America.

The results of Watershed Technology Ltd are included in the consolidated financial statements prepared
by the parent.

The Director considers there to be no ultimate controlling party.

Page 32