REGISTERED NUMBER: 12665410 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

30 DECEMBER 2024 TO 31 DECEMBER 2025

FOR

AGILEBITS UK LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

S Mustafic

G N Henry

REGISTERED OFFICE:

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

REGISTERED NUMBER:

12665410 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

The directors present their Strategic Report of the company and the group for the period December 30, 2024 to December 31, 2025.

AgileBits UK Limited is a subsidiary of its parent company, AgileBits Inc. It exists to help support the operations of the parent company.

AgileBits Inc. is a cloud-based, identity security provider, headquartered in Ontario, Canada, that delivers an Extended Access Management platform to service consumers and businesses of all sizes. Its vision is to build a safer, simpler digital future for everyone. Its platform solutions aim to help customers secure every sign-in to every application from any device, aiming to give people the freedom to work in a modern environment, with a frictionless experience, all without compromising security posture.

AgileBits UK Limited is exposed to liquidity risk as it is reliant on AgileBits Inc. for funding of its continued operations. The Company monitors its liquidity requirements regularly to ensure that AgileBits Inc. provides sufficient cash to meet any obligations.

During the period from December 30, 2024 to December 31, 2025, AgileBits UK Limited reported an increase of 151.2% in turnover, increasing from $13.1 million U.S dollars, to $33.0 million U.S dollars. Operating profit was down compared to the prior period, decreasing from a profit of $0.9 million U.S dollars in the prior year, to a loss of $0.9 million U.S dollars, Overall, during the current period, net loss attributable to the parent company was $1.9 million U.S dollars, down compared to net income of $0.5 million U.S dollars in the prior year.

ON BEHALF OF THE BOARD:

S Mustafic - Director

26 August 2026

The directors present their report with the financial statements of the company and the group for the period 30 December 2024 to 31 December 2025.

DIVIDENDS

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

DIRECTORS

The directors who have held office during the period from 30 December 2024 to the date of this report are as follows:

J A Shiner - resigned 1 August 2025

S A Teare - resigned 1 August 2025

S Mustafic - appointed 1 August 2025

G N Henry - appointed 1 August 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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). 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 group'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 group's auditors are aware of that information.

AUDITORS

The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

S Mustafic - Director

26 August 2026

Opinion

We have audited the financial statements of Agilebits UK Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the period 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 group 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 group's and the parent company's ability to continue as a going concern for a period of at least 12 months and 1 day 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 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 Group 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 Group 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 any matters in the Group Strategic Report or the Report of the Directors that are inconsistent with our overall view of the financial statements.

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 by the group and the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-

the group and the parent company 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 Statement of Directors' Responsibilities set out on page three, 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 group's and the parent 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 group or the parent 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:

Identifying and assessing potential irregularities, including fraud

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration;

-

Enquiring of management concerning policies and procedures relating to:

1.

Complying with laws and regulations and whether there were any instances of non-compliance;

2.

Mitigating, detecting, and responding to fraud risk and whether there has been any actual or possible instances of fraud.

-

Discussing with the engagement team regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud:

1.

Management override;

2.

Revenue recognition.

-

Discussing within the engagement team the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment legislation.

Audit response to the risks identified

As noted above, we identified management override and revenue recognition as the matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following:

-

A review of the nominal ledger and journals posted in the year to ensure there was no evidence of management override;

-

Testing a sample of revenue contracts and invoices to ensure sales are legitimate and are recognised in the correct accounting period.

Further, we also identified compliance with the Companies Act 2006, UK tax legislation and UK employment legislation as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following:

-

Review of the financial statement disclosures and testing to supporting documentation to assess compliance with the Companies Act 2006;

-

Safeguard review of the financial statements by a qualified accountant, not associated with the audit team;

-

Safeguard review of the tax computation by a qualified Chartered Tax Advisor, not associated with the audit team;

-

Review of the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist; and

-

We have checked a sample of compliance with right to work checks and reviewed legal fees for indications of material issues arising out of non-compliance with UK employment law.

The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

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.

Amy Enslin (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

28 August 2026

TURNOVER

4

33,000,593

13,134,000

Cost of sales

27,997

-

GROSS PROFIT

32,972,596

13,134,000

Administrative expenses

33,902,405

12,238,228

(929,809

)

895,772

Other operating income

11,589

-

OPERATING (LOSS)/PROFIT

6

(918,220

)

895,772

Interest receivable and similar income

1,811

-

(916,409

)

895,772

Interest payable and similar expenses

7

17

-

(LOSS)/PROFIT BEFORE TAXATION

(916,426

)

895,772

Tax on (loss)/profit

8

961,270

392,354

(LOSS)/PROFIT FOR THE FINANCIAL PERIOD

(1,877,696

)

503,418

(Loss)/profit attributable to:

Owners of the parent

(1,877,696

)

503,418

(LOSS)/PROFIT FOR THE PERIOD

(1,877,696

)

503,418

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(1,877,696

)

503,418

Total comprehensive income attributable to:

Owners of the parent

(1,877,696

)

503,418

FIXED ASSETS

Intangible assets

10

44,566,830

-

Tangible assets

11

366,907

168,019

Investments

12

-

-

44,933,737

168,019

CURRENT ASSETS

Debtors

13

1,817,669

473,031

Cash at bank

2,419,881

23,327,915

4,237,550

23,800,946

CREDITORS

Amounts falling due within one year

14

21,717,482

21,865,522

NET CURRENT (LIABILITIES)/ASSETS

(17,479,932

)

1,935,424

TOTAL ASSETS LESS CURRENT LIABILITIES

27,453,805

2,103,443

CREDITORS

Amounts falling due after more than one year

15

(12,032

)

-

PROVISIONS FOR LIABILITIES

17

(4,846,355

)

(41,660

)

NET ASSETS

22,595,418

2,061,783

CAPITAL AND RESERVES

Called up share capital

18

25

1

Share premium

19

21,499,976

-

Capital contribution reserve

19

2,464,547

1,553,216

Retained earnings

19

(1,369,130

)

508,566

SHAREHOLDERS' FUNDS

22,595,418

2,061,783

The financial statements were approved by the Board of Directors and authorised for issue on 26 August 2026 and were signed on its behalf by:

S Mustafic - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

366,907

168,019

Investments

12

43,848,645

-

44,215,552

168,019

CURRENT ASSETS

Debtors

13

1,624,110

473,031

Cash at bank

2,157,852

23,327,915

3,781,962

23,800,946

CREDITORS

Amounts falling due within one year

14

21,426,849

21,865,522

NET CURRENT (LIABILITIES)/ASSETS

(17,644,887

)

1,935,424

TOTAL ASSETS LESS CURRENT LIABILITIES

26,570,665

2,103,443

PROVISIONS FOR LIABILITIES

17

37,080

41,660

NET ASSETS

26,533,585

2,061,783

CAPITAL AND RESERVES

Called up share capital

18

25

1

Share premium

19

21,499,976

-

Capital contribution reserve

19

2,464,547

1,553,216

Retained earnings

19

2,569,037

508,566

SHAREHOLDERS' FUNDS

26,533,585

2,061,783

Company's profit for the financial year

2,060,471

503,418

The financial statements were approved by the Board of Directors and authorised for issue on 26 August 2026 and were signed on its behalf by:

S Mustafic - Director

Called up

Capital

share

Retained

Share

contribution

Total

capital

earnings

premium

reserve

equity

$

$

$

$

$

Balance at 1 January 2024

1

5,148

-

949,351

954,500

Changes in equity

Share option charge

-

-

-

603,865

603,865

Total comprehensive income

-

503,418

-

-

503,418

Balance at 29 December 2024

1

508,566

-

1,553,216

2,061,783

Changes in equity

Share issue

24

-

21,499,976

-

21,500,000

Share option charge

-

-

-

1,342,061

1,342,061

Share option buyback

-

-

-

(430,730

)

(430,730

)

Total comprehensive income

-

(1,877,696

)

-

-

(1,877,696

)

Balance at 31 December 2025

25

(1,369,130

)

21,499,976

2,464,547

22,595,418

Called up

Capital

share

Retained

Share

contribution

Total

capital

earnings

premium

reserve

equity

$

$

$

$

$

Balance at 1 January 2024

1

5,148

-

949,351

954,500

Changes in equity

Share option charge

-

-

-

603,865

603,865

Total comprehensive income

-

503,418

-

-

503,418

Balance at 29 December 2024

1

508,566

-

1,553,216

2,061,783

Changes in equity

Share issue

24

-

21,499,976

-

21,500,000

Share option charge

-

-

-

1,342,061

1,342,061

Share option buyback

-

-

-

(430,730

)

(430,730

)

Total comprehensive income

-

2,060,471

-

-

2,060,471

Balance at 31 December 2025

25

2,569,037

21,499,976

2,464,547

26,533,585

Cash flows from operating activities

Cash generated from operations

1

14,980,701

1,929,926

Interest paid

(17

)

-

Interest received

1,811

-

Tax paid

(542,447

)

(335,452

)

Net cash from operating activities

14,440,048

1,594,474

Cash flows from investing activities

Purchase of tangible fixed assets

(343,685

)

(149,172

)

Purchase of fixed asset investments

(44,025,477

)

-

Sale of tangible fixed assets

15,879

-

Net cash from investing activities

(44,353,283

)

(149,172

)

Cash flows from financing activities

Share issue

21,500,000

-

Movement in group balances

(12,494,799

)

21,719,583

Net cash from financing activities

9,005,201

21,719,583

(Decrease)/increase in cash and cash equivalents

(20,908,034

)

23,164,885

Cash and cash equivalents at beginning of period

2

23,327,915

163,030

Cash and cash equivalents at end of period

2

2,419,881

23,327,915

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

Period

30.12.24

1.1.24

to

to

31.12.25

29.12.24

$

$

(Loss)/profit before taxation

(916,426

)

895,772

Depreciation charges

6,156,228

89,451

Loss on disposal of fixed assets

4,784

323

Share option charge

911,331

603,865

Finance costs

17

-

Finance income

(1,811

)

-

6,154,123

1,589,411

Decrease/(increase) in trade and other debtors

73,231

(133,528

)

Increase in trade and other creditors

8,753,347

474,043

Cash generated from operations

14,980,701

1,929,926

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2025

31.12.25

30.12.24

$

$

Cash and cash equivalents

2,419,881

23,327,915

Period ended 29 December 2024

29.12.24

1.1.24

$

$

Cash and cash equivalents

23,327,915

163,883

Bank overdrafts

-

(853

)

23,327,915

163,030

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 30.12.24

Cash flow

At 31.12.25

$

$

$

Net cash

Cash at bank

23,327,915

(20,908,034

)

2,419,881

23,327,915

(20,908,034

)

2,419,881

Total

23,327,915

(20,908,034

)

2,419,881

1.	STATUTORY INFORMATION

Agilebits 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 General 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

In accordance with section 408 of the Companies Act 2006, the company has elected to take the exemption from presenting its individual profit and loss account.

Additionally, as the parent company and a qualifying entity under FRS 102 paragraphs 1.8 to 1.12, the company has applied the exemption from presenting a separate parent company cash flow statement.

The Group has obtained a letter of support from the immediate parent Company. The directors of the parent Company have provided a commitment to provide any financial support which may be necessary in order for the Group to meet liabilities, as they fall due, for a period in excess of twelve months and one day from the signing of the audit report. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these 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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Turnover is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, turnover is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

Turnover is derived from two streams:

1) Cost-plus income.

Turnover is calculated on a cost plus basis, and is recharged to a fellow group undertaking. The turnover is recognised when the relevant costs have been incurred.

2) Sale of SaaS management software as a service.

Turnover is derived from the sale of Trelica SaaS management software as a service. This software is sold on a subscription basis. Turnover relating to these sales is recognised over the contract period.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of Trelica Ltd in the period ended 31 December 2025, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of seven years.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment - Straight line over 3 years

Plant and machinery in the current period relates entirely to computer equipment.

The computer equipment is initially recognised at cost and is held until required by an employee. Once distributed to an employee, depreciation begins in the month of distribution.

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.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated 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 period 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.

Hire purchase and 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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.