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 profit and loss account within the financial statements.true

Serrala UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 60 Cannon Street, London, Greater London, England, EC4N 6NP.

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 amounts 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.

The accounts are prepared on a going concern basis due to the continued financial support of the parent company. It is the opinion of the directortrues that the company will be trading for at least 12 months from the date the audit report is signed.

The Company has generated an operating loss for the year of £1,226,138 and at the balance sheet date, the Company's liabilities exceeded its assets by £5,493,819. The accounts are prepared on the going concern basis of accounting due to the continued financial support of its intermediary parent company, North Star BidCo GmbH. The intermediary parent company has the ability to support the company based on available cash on hand, a projected increase in profitability due to new sales and the ongoing support of its investors. Further details are available in the consolidated group accounts of North Star BidCo GmbH that are publicly available through the Federal Gazette Bundesanzeiger.

The directors also place reliance on a letter of support received from its immediate parent company, Serrala Group GmbH, that confirms it will provide support to Serrala UK Ltd for a period of 12 months from the signing of these documents. Whilst the letter of support is not legally binding, which has been taken into consideration, the directors have satisfied themselves of both the willingness and ability of Serrala Group GmbH to provide such support as may be necessary in the worst-case downside scenarios, in order for the Company to fulfil its obligations to creditors and lenders as they fall due. On this basis the directors have concluded that the going concern basis of preparation of the financial statements is appropriate.

Turnover is recognised from the provision of software subscriptions, and from consulting and maintenance services. Turnover from software subscriptions is recognised over the subscription period. Turnover from consulting and maintenance services is recognised over the period in which those services are rendered.

Turnover is also recognised from inter-company recharges. The inter-company recharges consist of staff and other costs which have been incurred by the company for the benefit of other group entities. The inter-company recharges are calculated on a cost-plus basis.

Tangible fixed assets 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:

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.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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.

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

There were no deferred tax movements in the year, nor any deferred tax balances at the reporting date.

The company has cumulative tax losses of £6,317,243 (2024: £5,122,959). The deferred tax assets not provided on tax losses amount to £1,579,311 (2024: £1,280,740).

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:

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.

Material uncertainty relating to going concern

We draw your attention to Note 1.2 to the financial statements which describes the consideration of the entity's ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

The ultimate parent company is North Star HoldCo GmbH, a company incorporated in Germany.

The address of the parent's registered office is:

Südportal 7

22848 Norderstedt

Germany