REGISTERED NUMBER: 05558802 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

WSO2 (UK) LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

9

Other Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

C J Davey

D S M N Randeniya

REGISTERED OFFICE:

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

REGISTERED NUMBER:

05558802 (England and Wales)

AUDITORS:

Lewis Brownlee (Chichester) Limited

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

WSO2 (UK) Limited is a subsidiary of WSO2 LLC that delivers open source software and cloud solutions that provide foundational technologies for application development and identity and access management (IAM). We provide digital experiences delivered as apps, agents, workflows, and automations that require powerful cloud and AI native infrastructure to do the heavy lifting.

We provide foundational technology for your digital platform through our, #1 open source, market-leading API Manager with full lifecycle platform for building, integrating, securing, and exposing AI and digital services as managed APIs in the cloud, on-premises, hybrid architectures, and modern environments like Kubernetes.

Our Enterprise-grade and open source integration technology connects GenAI models, knowledge bases, AI agents, and systems across any environment in powerful low-code with AI assistance.

If you are seeking exceptional digital experiences that demand both secure and convenient access to resources, whether for employees, consumers, business customers or APIs, WSO2 (UK) Limited offers the flexible, extensible identity and access management (IAM) products in your choice of multi-tenant SaaS, single-tenant private SaaS, or open source software.

Choreo; our AI-native internal developer platform goes beyond the infrastructure automation capabilities of a typical internal developer platform. Its self-serviceable capabilities free up developers to be more creative and productive, helping businesses deliver applications faster.

A significant milestone for the WSO2 Group was the acquisition by EQT AB's Asian private fund, EQT Private Capital Asia, for over $600 million in May 2024. WSO2 is now an integral part of EQT's extensive global portfolio of enterprise software companies, which includes firms such as Billtrust, IFS, SUSE, Storable, thinkproject, Virtusa, and Waystar, with plans for future expansion.

For nearly 20 years, we've helped our customers to transform digitally adhering to industry standards and best practices for data protection and a secure app development experience.

FUTURE DEVELOPMENTS

The directors do not believe there are any material future developments for disclosure.

KEY PERFORMANCE INDICATORS

2025

2024

Turnover +0.43%

11,448,071

10,978,509

Gross profit margin

31.74%

51.38%

Profit before tax -7%

1,326,421

1,423,237

Assets turnover ratio

0.95

0.64

Current ratio

2.13

1.93

PRINCIPAL RISKS AND UNCERTAINTIES

WSO2 (UK) Limited faces various uncertainties and risks, some of which are beyond its direct control. This section details these potential challenges, outlines how they are managed, and describes the key mitigation strategies employed by the entity.

Financial risks

Operating significantly within a global environment, WSO2 (UK) Limited is susceptible to foreign exchange fluctuations, which primarily expose the company to transaction, economic, and translation risks. These risks are managed through strategic mitigation efforts including natural hedging via multi-currency bank accounts, optimised supplier management processes, and diversified cash management strategies, all aimed at sustaining overall growth objectives.

We effectively manage credit and liquidity risks through diversified cash management strategies, ensuring an optimal balance of liquidity. This is achieved by maintaining and monitoring global cash forecasts and upholding minimum cash requirements across all entities.

Product risks and delivery risks

Our product portfolio comprising key IT infrastructure solutions, as well as the internal IT infrastructure environment and related controls, are continuously monitored, evaluated, and updated by the Digital Operations team, whilst being overlooked by the Security and Compliance Team. This proactive approach ensures alignment with current IT standards and best practices and facilitates prompt action whenever necessary.

Product-based risk analyses, comprehensive business continuity plan across all products and environments, and robust disaster recovery plans have been successfully implemented by the said teams and customer success teams, thus ensuring minimal disruptions to our customers as well as internal functions.

Business operations risks

WSO2 group has achieved ISO 27001 certification and maintains a comprehensive Information Security Management System (ISMS) that rigorously adheres to the standard's requirements, thereby ensuring the confidentiality, integrity, and availability of its information assets.

The Digital Operational Resilience Act (DORA), a European Union regulation, aims to bolster digital resilience. DORA compliance necessitates establishing robust ICT threat assessment and risk management frameworks, implementing comprehensive incident response and reporting procedures, conducting regular resilience testing, and effectively managing associated risks within our group.

Legal risks

Compliance and Regulatory Risks: Failure to comply with relevant data privacy laws (e.g., GDPR), industry-specific regulations, or licensing agreements.

By adhering to principles such as lawfulness, fairness, transparency, and data minimisation, ensuring individuals have control over their data and that organisations protect it from unauthorised access and breaches, our organisation is GDPR compliant.

HR risks

We cultivate an open work culture and ensure our HR policies and procedures adhere to industry standards. We provide optimal working conditions for our employees via Anti-Harassment and Modern Slavery policies. Furthermore, our human resources are effectively managed through comprehensive talent acquisition, background check, and various other HR policies.

ON BEHALF OF THE BOARD:

D S M N Randeniya - Director

5 August 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of I.T. software and consultancy.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

C J Davey has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

J T V S Weerawarana - resigned 31 October 2025

D S M N Randeniya was appointed as a director after 31 December 2025 but prior to the date of this report.

V P Dissanaike ceased to be a director after 31 December 2025 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 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 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the united Kingdom, governing the preparation and dissemination of financial statements, may differ from legislation in other jurisdictions.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Lewis Brownlee (Chichester) Limited, will be deemed to continue in office under the Companies Act 2006, s. 487(2).

ON BEHALF OF THE BOARD:

D S M N Randeniya - Director

5 August 2026

Opinion

We have audited the financial statements of WSO2 (UK) Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, 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 UK, including the FRC'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.

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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 four, 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 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.

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 a Report of the Auditors 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including legislation such as the Companies Act 2006 and taxation legislation;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence, where applicable; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates set out in the accounting policies were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors, where applicable.

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.

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 Report of the Auditors.

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.

Sam Ede BFP FCA FCCA (Senior Statutory Auditor)

for and on behalf of Lewis Brownlee (Chichester) Limited

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

5 August 2026

TURNOVER

3

11,448,071

10,978,509

Cost of sales

7,814,928

5,338,097

GROSS PROFIT

3,633,143

5,640,412

Administrative expenses

2,509,703

4,946,260

OPERATING PROFIT

6

1,123,440

694,152

Interest receivable and similar income

215,643

733,574

1,339,083

1,427,726

Interest payable and similar expenses

7

12,662

4,489

PROFIT BEFORE TAXATION

1,326,421

1,423,237

Tax on profit

8

281,506

421,842

PROFIT FOR THE FINANCIAL YEAR

1,044,915

1,001,395

PROFIT FOR THE YEAR

1,044,915

1,001,395

OTHER COMPREHENSIVE INCOME

Capital contribution

-

1,287,661

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

1,287,661

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,044,915

2,289,056

FIXED ASSETS

Tangible assets

9

13,981

13,742

CURRENT ASSETS

Debtors

10

6,366,962

4,359,604

Cash at bank

6,070,367

7,193,000

12,437,329

11,552,604

CREDITORS

Amounts falling due within one year

11

5,829,214

5,989,800

NET CURRENT ASSETS

6,608,115

5,562,804

TOTAL ASSETS LESS CURRENT LIABILITIES

6,622,096

5,576,546

PROVISIONS FOR LIABILITIES

13

3,166

2,531

NET ASSETS

6,618,930

5,574,015

CAPITAL AND RESERVES

Called up share capital

14

2

2

Capital contribution

1,287,661

1,287,661

Retained earnings

5,331,267

4,286,352

SHAREHOLDERS' FUNDS

6,618,930

5,574,015

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2026 and were signed on its behalf by:

D S M N Randeniya - Director

Called up

share

Retained

Capital

Total

capital

earnings

contribution

equity

£

£

£

£

Balance at 1 January 2024

2

3,284,957

-

3,284,959

Changes in equity

Total comprehensive income

-

1,001,395

1,287,661

2,289,056

Balance at 31 December 2024

2

4,286,352

1,287,661

5,574,015

Changes in equity

Total comprehensive income

-

1,044,915

-

1,044,915

Balance at 31 December 2025

2

5,331,267

1,287,661

6,618,930

1.	STATUTORY INFORMATION

WSO2 (UK) 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. The principal place of business is Warnford Court, 29 Throgmorton Street, London, EC2N 2AT.

The presentation currency of the financial statements is the Pound Sterling (£). The financial statements are rounded to the nearest whole pound (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

As at 31 December 2025, the company held significant cash reserves comprising GBP 583k, EUR 2.9 million, and USD 22k. In addition to these cash balances, the company maintained a special deposit account (term deposit) of over USD 3.9 million. These financial resources reflect a strong liquidity position.

The directors have reviewed the company’s financial forecasts and business plans and are confident in the company’s ability to continue its growth and maintain operational stability in the foreseeable future. Furthermore, the UK entity’s plans and ongoing operations have received full financial and strategic support from the parent company, WSO2 LLC.

On this basis, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

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 companies within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable net of discounts, rebates and value added tax.

Our multiple-deliverable agreements generally include recurring services and non-recurring services. Recurring services are a result of the sale of annual and multi-year subscription contracts for production support. Non-recurring services are a result of the sale of consultancy, development support, and training over variable periods as contracted. These recurring services and non-recurring services relate to our open source platform products and each of these deliverables may occur at different times during the contract. Each of these services have been determined to be separate performance obligations and are satisfied over the relevant standalone selling price. Amounts billed to the customers are initially recorded as deferred revenue and then are recognised ratably over the related contractual terms of the performance obligations. Standard payment terms with customers can range from 30 to 90 days.

Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows:

Fixtures and fittings

-

25% on cost

Office and computer equipment

-

33% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Financial instruments

Financial instruments are classified by the director as basic or advanced following the conditions in FRS 102 section 11. Basic financial instruments are recognised at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. The company has no advanced financial instruments.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised to the extent that it is material to the accounts in respect of all timing differences that have originated but not reversed at the statement of financial position 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

Monetary assets and liabilities and their equivalents in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

Leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and as an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expenses when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The directors believe that there are no critical judgements that have a significant effect on the amounts recognised in the financial statements.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

UK

3,624,200

3,921,458

Rest of the world

7,823,871

7,057,051

11,448,071

10,978,509

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,617,416

1,961,347

Social security costs

186,528

187,056

Other pension costs

17,351

17,585

1,821,295

2,165,988

The average number of employees during the year was as follows:

2025

2024

Administration

2

1

Directors

3

3

Engineering

9

11

Marketing

1

1

Sales

3

7

18

23

During the prior year, certain employees of the company, exercised share options held in WSO2 Holdings, Inc following an exit event. The share-based payment, excluded from the above figures, amounted to £nil (2024 - £1,674,622) including social security costs. There are no longer any share options outstanding.

5.	DIRECTORS' EMOLUMENTS

2025

2024

£

£

Directors' remuneration

179,293

173,433

Directors' pension contributions to money purchase schemes

1,321

1,321

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

The directors are the only key management personnel and hence the directors' remuneration is also the key management personnel remuneration.

6.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Other operating leases

38,100

31,039

Depreciation - owned assets

5,080

11,188

Auditors' remuneration

29,150

21,975

Foreign exchange differences

1,207

180,517

Auditors' remuneration - non-audit services

30,450

31,120

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Interest on overdue taxation

12,662

4,489

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

280,871

422,003

Deferred tax

635

(161

)

Tax on profit

281,506

421,842

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

1,326,421

1,423,237

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

331,605

355,809

Effects of:

Expenses not deductible for tax purposes

21,792

66,010

Adjustments to tax charge in respect of previous periods

3,442

-

Impact of super deduction assets

-

23

Change in fixed asset carry value

546

-

Reversal of prior year disallowed expense

(65,964

)

-

Underprovision of corporation tax charge

(9,915

)

-

Total tax charge

281,506

421,842

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2025.

2024

Gross

Tax

Net

£

£

£

Capital contribution

1,287,661

-

1,287,661

9.	TANGIBLE FIXED ASSETS

Fixtures

Office and

and

computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2025

732

51,798

52,530

Additions

-

14,767

14,767

Disposals

-

(12,416

)

(12,416

)

At 31 December 2025

732

54,149

54,881

DEPRECIATION

At 1 January 2025

732

38,056

38,788

Charge for year

-

5,080

5,080

Eliminated on disposal

-

(2,968

)

(2,968

)

At 31 December 2025

732

40,168

40,900

NET BOOK VALUE

At 31 December 2025

-

13,981

13,981

At 31 December 2024

-

13,742

13,742

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

2,222,309

1,987,417

Amounts owed by group undertakings

3,644,357

2,080,885

Other debtors

56,061

68,221

Corporation tax

11,672

-

Prepayments and accrued income

432,563

223,081

6,366,962

4,359,604

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

9,048

14,398

Corporation Tax

-

49,363

Social security

325,672

306,057

Pensions payable

4,511

3,816

VAT

59,792

171,223

Other creditors

1,107

55,174

Accruals and deferred income

5,429,084

5,389,769

5,829,214

5,989,800