ACCOUNTS - Final Accounts

Creditors: Amounts falling due within one year

Company registration number: 07648618

	FINANCIAL STATEMENTS
	FOR THE YEAR ENDED 31 DECEMBER 2025

	EZOIC UK LIMITED


EZOIC UK LIMITED

COMPANY INFORMATION

Directors	J Cole
	D W Lafleur


Registered number	07648618


Registered office	Portland House
	New Bridge Street West
	Newcastle-Upon-Tyne
	Tyne And Wear
	NE1 8AP


Independent auditor	Menzies LLP
	Chartered Accountants & Statutory Auditor
	2nd Floor, Origin One
	108 High Street
	Crawley
	RH10 1BD


EZOIC UK LIMITED

CONTENTS

	Page
Statement of financial position	1
Notes to the financial statements	2 - 10


EZOIC UK LIMITED REGISTERED NUMBER:07648618

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	5		96,216		146,213
			96,216		146,213
Current assets
Debtors: amounts falling due within one year	7	1,498,201		1,358,176
Cash at bank and in hand		112,128		283,430
		1,610,329		1,641,606
Creditors: amounts falling due within one year	8	(86,588)		(323,969)
Net current assets			1,523,741		1,317,637
Total assets less current liabilities			1,619,957		1,463,850
Provisions for liabilities
Other provisions	9	(57,116)		(57,116)
			(57,116)		(57,116)
Net assets			1,562,841		1,406,734

Capital and reserves
Called up share capital		100,001	100,001
Other reserves	10	123,840	96,060
Profit and loss account	10	1,339,000	1,210,673
		1,562,841	1,406,734

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Cole

Director

Date: 2 July 2026

The notes on pages 2 to 10 form part of these financial statements.

Page 1


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Ezoic UK Limited is a private company limited by share capital, incorporated in England and Wales. The Company registered office is disclosed on the company information page and the principal trading address is the same as the registered office address.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Consolidation

The Company and subsidiary undertakings comprise a small group. The Company has therefore taken advantage of the exemption provided by Section 399(2A) of the Companies Act 2006 not to prepare group accounts.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentation currency is GBP and the accounts are rounded to the nearest £.

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 period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax and represents commission from the parent Company. Commissions are invoiced on the basis of a mark up on the costs of maintaining the UK company and are recognised in the period in which the costs are incurred.

Page 2


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.7

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Page 3


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.9

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:

Domain names and computer software

7 years straight line

Page 4


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Tangible fixed assets

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.

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:

Long-term leasehold property	-	Over the life of the lease
Fixtures and fittings	-	20% straight line
Computer equipment	-	33.3% straight line

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.

2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Employees

The average monthly number of employees, including the directors, during the year was 26 (2024 - 40).

Page 5


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

4.	Intangible assets

	Domain names	Computer software	Total
	£	£	£
Cost
At 1 January 2025	45,988	950,631	996,619
At 31 December 2025	45,988	950,631	996,619
Amortisation
At 1 January 2025	45,988	950,631	996,619
At 31 December 2025	45,988	950,631	996,619
Net book value
At 31 December 2025	-	-	-
At 31 December 2024	-	-	-

Page 6


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

5.	Tangible fixed assets

	Long-term leasehold property	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost
At 1 January 2025	133,847	48,593	163,723	346,163
At 31 December 2025	133,847	48,593	163,723	346,163
Depreciation
At 1 January 2025	47,741	33,066	119,143	199,950
Charge for the year	8,590	8,662	32,745	49,997
At 31 December 2025	56,331	41,728	151,888	249,947
Net book value
At 31 December 2025	77,516	6,865	11,835	96,216
At 31 December 2024	86,106	15,527	44,580	146,213

6.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2025	21,306
	At 31 December 2025	21,306
	Impairment
	At 1 January 2025	21,306
	At 31 December 2025	21,306
	Net book value
	At 31 December 2025	-
	At 31 December 2024	-

Page 7


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Ezoic GmbH

The Pier, Große Bleiche 15, 55116 Mainz, Germany

Ordinary

100%

The Company’s investment in Ezoic GmbH was fully impaired at the year end. Subsequent to the year end, Ezoic GmbH was wound down.

Debtors


					2025	2024
					£	£


Trade debtors	-	42,858
Amounts owed by group undertakings	1,415,723	1,197,876
Other debtors	10,057	59,931
Prepayments and accrued income	49,400	1,627
Deferred taxation	23,021	55,884
	1,498,201	1,358,176

Trade creditors	9,842	24,781
Corporation tax	12,187	80,662
Other taxation and social security	-	1,692
Other creditors	11,941	13,280
Accruals and deferred income	52,618	203,554
	86,588	323,969

9.	Provisions

		Dilapidations
		£

	At 1 January 2025	57,116
	At 31 December 2025	57,116

Page 8


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.

Reserves

Other reserves

This reserve reflects movements on the share options granted by the parent company.

Profit and loss account

The profit and loss account consists of the accumulated profit or losses since incorporation.

11.	Share-based payments
	The parent company, Ezoic Inc granted options to employees of the Company during the year.
		Weighted average exercise price ($) 2025	Number 2025	Weighted average exercise price ($) 2024	Number 2024

Outstanding at the beginning of the year	2.58	194,015	2.93	205,191
Granted during the year	2.12	11,128	2.76	87,000
Forfeited/cancelled during the year	2.89	(36,033)	4.01	(50,076)
Exercised during the year	-	-	2.50	(48,100)
Outstanding at the end of the year	2.33	169,110	2.58	194,015

There are 146,616 fully exercisable share options at the year end (2024 - 181,165).

The share options are valued using the Black Scholes model and included in the financial statements is a charge of £62,009 (2024 - £43,002) in relation to these options.

Not later than 1 year	178,090	244,977
Later than 1 year and not later than 5 years	712,360	712,360
Later than 5 years	816,246	1,172,366
	1,706,696	2,129,703

Page 9


EZOIC UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Related party transactions
	The Company has taken advantage of the exemption available within FRS 102 Section 33.1A, from disclosing transactions entered into with entities which are a wholly owned part of the group.

14.	Controlling party

Ezoic Inc is the parent company of Ezoic UK Limited and is the smallest and largest group for which consolidated accounts are drawn up, of which Ezoic UK Limited is a member. Ezoic Inc is based at 6023 Innovation Way, Ste 200, Carlsbad, California, USA.

The ultimate controlling party is Sageview Ezoic Partners L.P., a limited partnership based in the USA. There is no individual controlling party.

15.	Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified.

The audit report was signed on 3 July 2026 by Caroline Milton FCA (Senior statutory auditor) on behalf of Menzies LLP.

Page 10