Company registration number 04346338 (England and Wales)
AMPHORA UK LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
AMPHORA UK LTD
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 9
AMPHORA UK LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Non-current assets
Intangible assets
4
-
0
249,071
Property, plant and equipment
5
1,369
3,712
1,369
252,783
Current assets
Trade and other receivables
6
732,099
672,007
Cash and cash equivalents
116,515
39,220
848,614
711,227
Current liabilities
7
(3,804,574)
(4,648,857)
Net current liabilities
(2,955,960)
(3,937,630)
Total assets less current liabilities
(2,954,591)
(3,684,847)
Non-current liabilities
8
(967,369)
(10,900)
Net liabilities
(3,921,960)
(3,695,747)
Equity
Called up share capital
10
1,000
1,000
Retained earnings
(3,922,960)
(3,696,747)
Total equity
(3,921,960)
(3,695,747)

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

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 8 July 2026 and are signed on its behalf by:
P Burki
Director
Company registration number 04346338 (England and Wales)
AMPHORA UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

Amphora UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is The News Building, 3 London Bridge Street, London, SE1 9SG.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At the balance sheet date the company had net liabilities of £3,921,960 (2024: £3,695,747 net liabilities). Included within this is £966,680 (2024: £nil) of loans from the parent and £2,045,574 (2024: £2,045,574) of loans from the ultimate parent company. The financial statements have been prepared on the going concern basis as the ultimate parent company and its beneficial owners have agreed to provide sufficient financial support, to enable the company to continue to pay normal operating expenses as they fall due and to continue to trade for a period of one year from the date of approval of these financial statements.

The accounts do not include any adjustments that would have to be made to reduce the value of assets to their recoverable amounts, to provide for any further liabilities that may arise or reclassify fixed assets current assets, should such support not be forthcoming.

A t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

AMPHORA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -

Revenue represents the amount derived from customers for goods and services provided, excluding value added tax.

Implementation, consultancy and development services

Implementation, consultancy and development services are generally fixed price contracts or are invoiced on a time and materials basis. Revenue and profit on fixed price contracts are recognised in accordance with long term accounting principles reflecting percentage of completion method. Profit is not recognised until all fundamental performance hurdles have been overcome. Revenue in respect of time and materials contracts is recognised as the work is performed. Where the implementation services offered by the company in respect of these arrangements are not essential to the functionality of the software this can be performed by other suppliers, these are described in the arrangement such that the total price of the arrangement would be expected to vary as a result of the inclusion or exclusion of these services, these services are accounted for as a separate element of the arrangement.

Maintenance and support contracts

Revenues related to significant post contract support agreements (e.g. maintenance) are deferred and recognised on a straight line basis over the period of the agreements. Where the company sells software which includes a significant element of customer specific development and the service portion cannot be separated from the contract as a whole, the entire arrangement including the software component is accounted for as a long term contract.

Licences and subscriptions

When sold separately, revenue from the sale of additional software licences are recognised on the transfer of such licences.

Licences incorporated into a total contract price are deferred and recognised in accordance with the percentage of completion method.

Other income

Recharges of costs to other group entities are invoiced in accordance with the group transfer pricing policy.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software development expenditure
20%
1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Office Equipment
33%
Computer Equipment
33%
AMPHORA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -

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.

1.6
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of 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 deducting all of its liabilities.

AMPHORA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and 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 expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
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.

AMPHORA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
6
6
4
Intangible fixed assets
Other
£
Cost
At 1 January 2025 and 31 December 2025
4,115,955
Amortisation and impairment
At 1 January 2025
3,866,884
Amortisation charged for the year
249,071
At 31 December 2025
4,115,955
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
249,071
5
Property, plant and equipment
Plant and machinery etc
£
Cost
At 1 January 2025
37,494
Additions
895
At 31 December 2025
38,389
Depreciation and impairment
At 1 January 2025
33,782
Depreciation charged in the year
3,238
At 31 December 2025
37,020
Carrying amount
At 31 December 2025
1,369
At 31 December 2024
3,712
AMPHORA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
6
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Trade receivables
53,697
-
0
Amounts owed by group undertakings
48,235
560,266
Other receivables
99,980
107,817
201,912
668,083
2025
2024
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
530,187
-
0
Other receivables
-
0
3,924
530,187
3,924
Total debtors
732,099
672,007
7
Current liabilities
2025
2024
£
£
Bank loans
9
10,648
10,648
Other borrowings
9
2,045,574
2,045,574
Trade payables
35,341
40,648
Amounts owed to group undertakings
843,862
1,777,564
Taxation and social security
22,203
20,619
Deferred income
689,918
655,078
Other payables
45,357
36,132
Accruals
111,671
62,594
3,804,574
4,648,857
8
Non-current liabilities
2025
2024
Notes
£
£
Bank loans and overdrafts
9
689
10,900
Other borrowings
9
966,680
-
0
967,369
10,900
AMPHORA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
9
Borrowings
2025
2024
£
£
Bank loans
11,337
21,548
Loans from group undertakings and related parties
3,012,254
2,045,574
3,023,591
2,067,122
Payable within one year
2,056,222
2,056,222
Payable after one year
967,369
10,900

Bounce back loan is a government backed funding which is repayable in instalments over one to six years. The interest rate on the loan is fixed at 2.50%.

AMPHORA UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000

11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

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 loss 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.

Senior Statutory Auditor:
Zoe Plowman
Statutory Auditor:
Ensors
Date of audit report:
8 July 2026
12
Parent company

The directors consider the company’s immediate and ultimate parent undertaking to be Amphora Software Ltd, a company incorporated in the United Kingdom. Consolidated financial statements are available from The News Building, 3 London Bridge Street, London, SE1 9SG.

At 31 December 2025, the balance due from the parent company amounted to £16,798 (2024: £560,266). This balance is interest-free and repayable on demand.

In addition, a loan receivable from the parent company of £530,187 (2024: £nil) was recognised during the year. The loan bears interest at the 12-month SOFR rate, as published by the Federal Reserve Bank of New York in January each year, plus a margin of 1.5% per annum. The loan is repayable by 31 December 2029.

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