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# NEARFORM UK LIMITED

## Company Registration Number:
11385621 (England and Wales)

## Unaudited statutory accounts for the year ended 31 December 2025

## Period of accounts

## Start date: 1 January 2025

## End date: 31 December 2025

# NEARFORM UK LIMITED

## Contents of the Financial Statements

for the Period Ended 31 December 2025

Directors report |
Profit and loss |
Balance sheet |
Additional notes |
Balance sheet notes |

# NEARFORM UK LIMITED

Directors' report period ended 31 December 2025

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

Principal activities of the company

The principal activity of the company is to provide software engineering and consultancy services in the area of web and mobile application development.

Political and charitable donations

Political donations The company made no political donations during the year (2024: nil).

Directors

The director shown below has held office during the period of
1 January 2025 to 15 May 2025

Cian O'Maidin

The director shown below has held office during the period of
15 May 2025 to 31 December 2025

Ciaran Cosgrave

The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
12 August 2026

And signed on behalf of the board by:
Name: Ciaran Cosgrave
Status: Director

# NEARFORM UK LIMITED

## Profit And Loss Account

for the Period Ended 31 December 2025

| 2025 | 2024
--- | --- | ---
| £ | £
Turnover: | 19,138,655 | 17,791,795
Cost of sales: | ( 13,012,898 ) | ( 11,445,523 )
Gross profit(or loss): | 6,125,757 | 6,346,272
Distribution costs: | 0 | 0
Administrative expenses: | ( 4,850,598 ) | ( 5,226,782 )
Other operating income: | 0 | 0
Operating profit(or loss): | 1,275,159 | 1,119,490
Interest receivable and similar income: | 0 | 0
Interest payable and similar charges: | 0 | 0
Profit(or loss) before tax: | 1,275,159 | 1,119,490
Tax: | ( 336,531 ) | ( 297,423 )
Profit(or loss) for the financial year: | 938,628 | 822,067

# NEARFORM UK LIMITED

## Balance sheet

As at 31 December 2025

| Notes | 2025 | 2024
--- | --- | --- | ---
|  | £ | £
Called up share capital not paid: |  | 0 | 0
Fixed assets
Tangible assets: | 3 | 76,429 | 77,786
Investments: | 4 | 34 | 34
Total fixed assets: |  | 76,463 | 77,820
Current assets
Debtors: | 5 | 6,686,879 | 5,346,578
Cash at bank and in hand: |  | 542,144 | 131,233
Total current assets: |  | 7,229,023 | 5,477,811
Creditors: amounts falling due within one year: | 6 | ( 2,893,882 ) | ( 2,474,402 )
Net current assets (liabilities): |  | 4,335,141 | 3,003,409
Total assets less current liabilities: |  | 4,411,604 | 3,081,229
Total net assets (liabilities): |  | 4,411,604 | 3,081,229
Capital and reserves
Called up share capital: |  | 2 | 1
Share premium account: |  | 605,511 |
Other reserves: |  | (213,766) |
Profit and loss account: |  | 4,019,857 | 3,081,228
Total Shareholders' funds: |  | 4,411,604 | 3,081,229

The notes form part of these financial statements

# NEARFORM UK LIMITED

## Balance sheet statements

For the year ending 31 December 2025 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

This report was approved by the board of directors on 12 August 2026
and signed on behalf of the board by:

Name: Ciaran Cosgrave
Status: Director

The notes form part of these financial statements

# NEARFORM UK LIMITED

## Notes to the Financial Statements

for the Period Ended 31 December 2025

- ## 1. Accounting policies

  Basis of measurement and preparation

  These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

  Tangible fixed assets depreciation policy

  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: 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.

  Other accounting policies

  3.1 Basis of preparation of financial statements The financial statements have been prepared on a going concern basis, under the historical cost convention. The preparation of financial statements in compliance with FRS102 requires the use of certain key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date. It also requires the director to exercise his judgment in the process of applying the company's accounting policies. There are no areas involving a higher degree of judgment, or areas where assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 3.2 Disclosure exemptions for qualifying entities under FRS 102 FRS 102 allows a qualifying entity certain disclosure exemptions. The company is a qualifying entity and has taken advantage of the following disclosure exemptions for qualifying entities: i. Exemption from the requirement of FRS 102 paragraph 33.7 to disclose key management personnel compensation in total. ii. Exemption from the requirement of Section 7 of FRS 102 and FRS 102 paragraph 3.17(d) to present a statement of cash flows. iii. The company has availed of the exemption from the financial instruments disclosure requirements of Section 11 paragraphs 11.39 to 11.48A and Section 12 paragraphs 12.26 to 12.29A of FRS102. 3.3 Foreign currency translation Functional and presentation currency The company's functional and presentational currency is the Pound Sterling (£). 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 year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit or Loss Account. 3.4 Revenue Turnover is the amount of revenue derived from the provision of services falling within the company's ordinary activities after deduction of trade discounts and value added tax. Revenue is measured at the fair value of consideration received or receivable and represents the amount receivable for services rendered, net of value added tax. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from the provision of software development services is recognised over the period in which the services are rendered. 3.5 Employee benefits The company provides a range of benefits to employees, including paid holiday arrangements and post-employment benefits (in the form of defined contribution pension plans). Short-term employee benefits Short term employee benefits, including paid holiday arrangements and other similar non-monetary benefits, are recognised as an expense in the financial year in which the employees render the related service. Defined contribution pension plan The company operates a defined contribution pension plan for certain employees where the company pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further contributions or to make direct benefit payments to employees if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior years. The assets of the plan are held separately from the company in independently administered funds. The contributions to the defined contribution pension plan are recognised as an expense when they are due. Amounts not paid are included in accruals in the balance sheet. Share-based payments A certain portion of the company's employees participate in a share-based payment arrangement established by Nearform Limited. The employees are granted share options over equity shares of Nearform Parent, LLC. The fair value of the share options is measured at grant date. The company recognises a share-based payment expense in profit or loss, based on the grant date fair value of the share options, on a straight-line basis using the accelerated method, over the vesting period, with an adjustment to intercompany debtors/creditors where there has been a recharge of the expense from Nearform Parent, LLC. 3.6 Taxation Income tax expense for the financial year comprises current and deferred tax recognised in the financial year. Income tax expense is presented in the same component of total comprehensive income (profit and loss account or other comprehensive income) or equity as the transaction or other event that resulted in the income tax expense. Current or deferred tax assets and liabilities are not discounted. Current tax Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the year end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred tax Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These 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 recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. 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. 3.8 Cash at bank and in hand Cash at bank and in hand include cash in hand and deposits held at call with banks. Bank overdrafts are shown within borrowings in current liabilities. Cash at bank and in hand are initially measured at transaction price and subsequently measured at amortised cost. Bank deposits which have original maturities of more than three months are not cash at bank and in hand and are presented as current asset investments. 3.9 Financial instruments The company has chosen to adopt Section 11 of FRS 102 in respect of financial instruments: Financial assets Basic financial assets, including trade and other debtors, cash at bank and other financial assets, are initially recognised at transaction price (including transaction costs), unless the arrangement constitutes a financing transaction. Where the arrangement constitutes a financing transaction the resulting financial asset is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. At the end of each financial year, financial assets measured at amortised cost are assessed for objective evidence of impairment. If there is objective evidence that a financial asset measured at amortised cost is impaired an impairment loss is recognised in profit or loss. The impairment loss is the difference between the financial asset's carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. If, in a subsequent financial year, the amount of an impairment loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognised the previously recognised impairment loss is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment loss not previously been recognised. The impairment reversal is recognised in profit or loss. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the financial asset has been transferred to another party who has the practical ability to unilaterally sell the financial asset to an unrelated third party without imposing additional restrictions. 3.9 Financial instruments (continued) Other financial assets Other financial assets, which include investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Financial liabilities Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, are initially recognized at transaction price, unless the arrangement constitutes a financing transaction. Where the arrangement constitutes a financing transaction the resulting financial liability is initially for a similar debt instrument. Where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Trade and other creditors, bank loans and loans from fellow group companies are subsequently carried at amortized cost, using the effective interest method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as due within one year if payment is due within one year or less. If not, they are presented as falling due after more than one year. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. 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. 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. 3.10 Share capital Equity shares are recognised at the proceeds received and presented as share capital and share premium. Incremental costs directly attributable to the issue of new equity shares or options are shown in equity as a deduction, net of tax, from the proceeds.

# NEARFORM UK LIMITED

## Notes to the Financial Statements

for the Period Ended 31 December 2025

- ## 2. Employees

  | 2025 | 2024
  --- | --- | ---
  Average number of employees during the period | 130 | 116

# NEARFORM UK LIMITED

## Notes to the Financial Statements

for the Period Ended 31 December 2025

## 3. Tangible assets

| Land & buildings | Plant & machinery | Fixtures & fittings | Office equipment | Motor vehicles | Total
--- | --- | --- | --- | --- | --- | ---
Cost | £ | £ | £ | £ | £ | £
At 1 January 2025 |  |  |  | 309,761 |  | 309,761
Additions |  |  |  | 44,733 |  | 44,733
Disposals |  |  |  |  |  |
Revaluations |  |  |  |  |  |
Transfers |  |  |  |  |  |
At 31 December 2025 |  |  |  | 354,494 |  | 354,494
Depreciation |  |  |  |  |  |
At 1 January 2025 |  |  |  | 231,975 |  | 231,975
Charge for year |  |  |  | 46,090 |  | 46,090
On disposals |  |  |  |  |  |
Other adjustments |  |  |  |  |  |
At 31 December 2025 |  |  |  | 278,065 |  | 278,065
Net book value |  |  |  |  |  |
At 31 December 2025 |  |  |  | 76,429 |  | 76,429
At 31 December 2024 |  |  |  | 77,786 |  | 77,786

# NEARFORM UK LIMITED

## Notes to the Financial Statements

for the Period Ended 31 December 2025

## 4. Fixed assets investments note

Financial asset Cost or valuation £ At 1 January 2025 34 At 31 December 2025 34 On 28 July 2023, the company and Nearform Limited established Nearform Technology Innovations India Private Limited ("Nearform India") which is a software development company incorporated in India. The company owns 100 shares at a par value of 10 Indian rupee per share which represents 1% ownership in Nearform India.

# NEARFORM UK LIMITED

## Notes to the Financial Statements

for the Period Ended 31 December 2025

## 5. Debtors

| 2025 | 2024
--- | --- | ---
| £ | £
Trade debtors | 127,642 |
Prepayments and accrued income | 78,121 | 103,830
Other debtors | 6,481,116 | 5,242,748
Total | 6,686,879 | 5,346,578

Tax recoverable: 2025: 17055, 2024: 56932 Amounts owed by group undertakings are unsecured, interest-free and are repayable on demand.

# NEARFORM UK LIMITED

## Notes to the Financial Statements

for the Period Ended 31 December 2025

## 6. Creditors: amounts falling due within one year note

| 2025 | 2024
--- | --- | ---
| £ | £
Trade creditors | 135,022 | 145,463
Taxation and social security | 598,708 | 643,882
Accruals and deferred income | 1,511,847 | 1,072,158
Other creditors | 648,305 | 612,899
Total | 2,893,882 | 2,474,402

# NEARFORM UK LIMITED

## Notes to the Financial Statements

for the Period Ended 31 December 2025

## 7. Financial Commitments

Capital and other commitments On 23 February 2024, NearForm Holdings, Inc and Nearform Limited and its subsidiaries ("Borrowers" or "Group") entered into a loan and security agreement with Bank of California (formerly known as Pacific Western Bank) ("Bank") to obtain credit from time to time from the Bank. The principal loan was drawn down directly by NearForm Holdings, Inc and funds flowed to the Group throughout the year for working capital requirements. As a security to the loan, the Borrowers granted and pledged all of its properties to the Bank as collateral in case of default of any events set forth on the loan and security agreement.