REGISTERED NUMBER: 06717335 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

UBERVU LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

C Segal

K Amlani

REGISTERED OFFICE:

10 John Street

London

WC1N 2EB

REGISTERED NUMBER:

06717335 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Investments

4

-

-

CURRENT ASSETS

Debtors

5

4,317

3,865

Cash at bank

6,231

5,117

10,548

8,982

CREDITORS

Amounts falling due within one year

6

549,614

548,048

NET CURRENT LIABILITIES

(539,066

)

(539,066

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(539,066

)

(539,066

)

CAPITAL AND RESERVES

Called up share capital

7

10,654

10,654

Share premium

2,405,731

2,405,731

Retained earnings

(2,955,451

)

(2,955,451

)

SHAREHOLDERS' FUNDS

(539,066

)

(539,066

)

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 6 August 2026 and were signed on its behalf by:

K Amlani - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The entity operates on a cost reimbursement basis. There is limited activity during the period and as such the Directors are considering winding up the entity. As no decision has been made on the matter, the going concern basis has been adopted.

The financial statements have been prepared on the going concern basis as a result of ultimate parent company support. The ultimate parent company Hootsuite Inc. has pledged to support Ubervu Limited for at least 12 months and 1 day from the signing of the audit report attached to these financial statements. However, there is a material uncertainty as to the ultimate parent company's ability to provide this support.

This is due to the ultimate parent company having net liabilities of $56.17 million. This figures includes a $10 million fair value of the preference share conversion option and a $35 million warrant liability . The ultimate parent company also reported net current liabilities of $102.9 million. In addition, deferred revenue of $148.7 million was recognised, with an associated profit margin of $105.1 million. Excluding this margin, the ultimate parent company's net current asset or liability position is dependent on whether the preference shares are redeemed. If the preference shares are redeemed then the par value repayable is $121.76 million and the ultimate parent company would need to secure alternative financing in order to continue as a going concern and, as a result, may be unable to provide the financial support required by the UK subsidiary. These preference shares can be redeemed on or after May 31, 2027. Historically the ultimate parent company has received assurances from the shareholders that they will not redeem the preference shares, and the Directors believe this is still the case as these shares have not been redeemed for several years.

If an alternative basis to the going concern basis was adopted, there would be a decrease in amounts owed to group undertakings by £534,464 included within creditors and profit for the year will increase by £534,464 as a result of the intercompany loan being forgiven.

Preparation of consolidated financial statements

The financial statements contain information about UberVu Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken the option under Section 399 of the Companies Act 2006 not to prepare consolidated financial statements.

Related party exemption

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

Turnover

Turnover represents amounts charged to the company's parent company under a transfer pricing agreement, excluding value added tax. Turnover is recognised on completion of the service. Turnover is wholly attributable to the principal activity of the company. Costs are reimbursed by the parent company with no mark-up.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

Financial instruments

Basic financial instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any other financial instruments as covered by Section 12 of FRS102.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

113,985

PROVISIONS

At 1 January 2025

and 31 December 2025

113,985

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

-

The company's investments at the Balance Sheet date in the share capital of companies include the following:

UberVu US (incorporated in USA) - 100% holding

Sc Uberview SRL (incorporated in Romania) - 100% holding

These investments have been fully impaired.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

3,865

3,865

Other debtors

452

-

4,317

3,865

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed to group undertakings

534,434

533,688

Taxation and social security

-

2,960

Other creditors & accruals

15,180

11,400

549,614

548,048

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

452,001

Ordinary

£0.01

4,520

4,520

613,387

A preferred

£0.01

6,134

6,134

10,654

10,654

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

The Report of the Auditors was unqualified.

Amy Enslin (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"Material uncertainty related to going concern

We draw attention to note 2 in the financial statements. The note describes that the financial statements have been prepared on the going concern basis as the ultimate parent company Hootsuite Inc., has confirmed its willingness to support the company for a period of at least 12 months and 1 day from the date on which the audit report is signed.

As outlined in note 2, the ultimate parent company has convertible preference shares which can be redeemed. If these shares were redeemed and no alternative funding arrangements were put in place, such redemption could give rise to significant doubt regarding the company's ability to continue as a going concern.

These events or conditions indicate the existence of a material uncertainty which may cast significant doubt on the company's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the company were unable to continue as a going concern.

Our opinion is not modified in respect of this matter.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report."

We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"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 a Report of the Auditors 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."

9.	ULTIMATE CONTROLLING PARTY

Hootsuite Inc. (incorporated in Canada) is regarded by the directors as being the company's ultimate parent company. The company is registered at 111 East 5th Avenue, Vancouver, BC, V5T 4L1, Canada. This is the largest and smallest group for which consolidated financial statements are produced. These are not publicly available.

There is no ultimate controlling party.

On 30 April 2025, all shares held in Ubervu Limited by Hootsuite Inc. were transferred to Hootsuite Holdings Inc., a newly established parent entity within the group structure. This transaction represents a change in the immediate parent undertaking of the company.