Financial Statements
For the period from the date of incorporation to 31 December 2025
Registered number: 15905232
Company Information
Contents
Strategic report
For the 16 months period ended 31 December 2025
The directors present the Strategic Report of Harvey AI UK Ltd (formerly known as Counsel AI UK Ltd) (the “Company”) for the financial period from incorporation on 19 August 2024 to 31 December 2025.
Principal activity and business model
The Company is a private company limited by shares and incorporated in England and Wales. Its principal activity is the provision of support services to its parent company. It forms part of an international group headed by Harvey AI Corporation, a Delaware, USA-based parent company whose activities primarily comprise the development and provision of artificial intelligence solutions for legal and professional services.
During the period, the Company provided sales and marketing and other operational support services to its parent company under an intercompany service agreement. The arrangement operates on a cost-plus basis, under which eligible costs incurred in providing the services are reimbursed together with a contractual mark-up. Revenue is therefore recognised over time as the services are provided.
Performance during the period
For the 16 months period ended 31 December 2025, the Company generated a profit before tax of £851,676 and net assets of £1,632,161.
The Company generated net cash of £2,204,818 from operating activities. While a net cash of £1,796,179 was used for investing and financing cash flows, resulting in cash at bank and in hand of £408,639 at 31 December 2025.
As this was the Company's first reporting period following incorporation, the results reflect the establishment and growth of the Company's operations in the United Kingdom and its role in providing support services to its parent company within the Harvey AI group.
Dependence on group arrangements and parent support
The Company’s turnover for the period was derived from the provision of services to a related party, and amounts owed by group undertakings at 31 December 2025 were £3,152,175. The Company is therefore exposed to the continued operation of its intercompany service arrangements and the recoverability and timely settlement of intercompany balances. The directors’ going concern assessment also takes account of financial support from the parent undertaking.
Liquidity risk
At 31 December 2025, current liabilities exceeded current assets by £1,283,685. The Company manages liquidity through operating cash generation, the timing of settlement of intercompany balances and support available from its parent undertaking.
People and operational capacity
The Company’s operations depend on attracting and retaining employees with appropriate skills to provide sales, marketing and operational support services. The average monthly number of employees during the period was 31.
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Strategic report (continued)
For the 16 months period ended 31 December 2025
The directors consider the following financial measures when reviewing Company’s performance and position for the period:
∙Turnover: £15,952,655
∙Operating profit: £1,036,426
∙Profit before tax: £851,676
∙Net assets at 31 December 2025: £1,632,161
As this is the Company’s first financial period, comparative information is not available.
This report was approved by the board and signed on its behalf.
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Director's report
For the 16 months period ended 31 December 2025
The director presents his report and the financial statements for the 16 months period ended 31 December 2025.
The profit for the period, after taxation, amounted to £307,655.
No dividends were paid during the financial year or proposed at the end of the financial year.
The directors who served during the period were:
The Company has not entered into any research and development activities during the financial year.
There have been no significant events affecting the Company since the financial year-end.
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Director's report (continued)
For the 16 months period ended 31 December 2025
The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Director's responsibilities statement
For the 16 months period ended 31 December 2025
............................................
Devin Bailey Knauft
Director
Date: 21 August 2026
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Independent auditor's report to the members of Harvey AI UK Ltd
In auditing the financial statements, we have concluded that the director's 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 Company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
Our responsibilities, and the responsibilities of the director, with respect to going concern are described in the relevant sections of this report.
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Independent auditor's report to the members of Harvey AI UK Ltd (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Director's reportand the Strategic Report. The director are responsible for the other information. Our opinion on the financial statements does not cover the 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 materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material 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 Director's report and the Strategic Report for the period for which the financial statements are prepared is consistent with the financial statements, and
∙the Director's report and the Strategic Report have been prepared in accordance with applicable legal requirements.
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Independent auditor's report to the members of Harvey AI UK Ltd (continued)
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Independent auditor's report to the members of Harvey AI UK Ltd (continued)
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 an auditor’s report 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.
for and on behalf of
Grant Thornton
Chartered Accountants
& Statutory Auditors
Dublin 2
Date:
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Statement of comprehensive income
For the 16 months period ended 31 December 2025
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Statement of financial position
As at 31 December 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 26 form part of these financial statements.
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Statement of changes in equity
For the 16 months period ended 31 December 2025
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Statement of cash flows
For the 16 months period ended 31 December 2025
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Notes to the financial statements
For the 16 months period ended 31 December 2025
Harvey AI UK Ltd (formerly known as Counsel AI UK Ltd) is a private company limited by shares and incorporated in England Wales on 19 August 2024 under the Companies Act 2006. The company’s registration number is 15905232. The address of the registered office is 4th Floor, St. James House, St. James Square, Cheltenham, GL50 3PR, England. The nature of the company’s operations and its principal activities is the provision of support services to related parties. The financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 2006 and Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The Company has early adopted the amendments to FRS 102 arising from the Periodic Review 2024, including the revised requirements of Section 20 Leases and Section 23 Revenue from Contracts with Customers. These amendments are effective for accounting periods beginning on or after 1 January 2026, with early application permitted, provided the amendments are applied at the same time.
The following principal accounting policies have been applied:
Provision of support services
The Company provides sales and marketing, and other operational support services to a related party under an intercompany service agreement. Under the agreement, the Company operates on a cost-plus basis, whereby it is reimbursed for eligible costs incurred in providing the services together with a contractual markup.
The Company identifies the contract with the customer through the relevant intercompany service agreement, which establishes the rights and obligations of each party and the basis on which consideration is determined.
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Notes to the financial statements
For the 16 months period ended 31 December 2025
2.Accounting policies (continued)
The Company has determined that the provision of support services represents a single performance obligation, being a series of distinct services that are substantially the same and transferred to the customer over time.
The transaction price is determined in accordance with the intercompany service agreement and comprises eligible costs incurred in providing the services together with a contractual markup. As the arrangement is based on a cost-plus methodology, the consideration receivable increases as eligible costs are incurred in the provision of services. The Company allocates the transaction price to the identified performance obligation as there is a single performance obligation within the contract.
The performance obligation is satisfied over time because the customer simultaneously receives and consumes the benefits of the services as they are performed. Accordingly, revenue is recognised over time as the services are provided. Progress towards complete satisfaction of the performance obligation is measured by reference to eligible costs incurred in providing the services, which faithfully depicts the transfer of services to the customer.
Where services have been provided but not yet invoiced at the reporting date, accrued income is recognised. Amounts invoiced or received in advance of the provision of services are recognised as deferred income until the related services are performed.
The Company's leasing activities involve office premises used in the provision of sales and marketing and other operational support services to a related party.
The Company recognises a right-of-use asset and a corresponding lease liability at the commencement date of the lease. The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.
In determining the lease term, the Company considers all relevant facts and circumstances that create an economic incentive to exercise extension or termination options. Extension periods are included within the lease term only where the Company is reasonably certain to exercise the option.
The Company applies the short-term lease and lease of low-value asset exemption. Payments associated with such leases are recognised as an expense on a straight-line basis over the lease term.
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Notes to the financial statements
For the 16 months period ended 31 December 2025
2.Accounting policies (continued)
At the commencement date of a lease, the Company recognises a right-of-use asset measured at cost. The cost of the right-of-use asset comprises:
Right-of-use assets are assessed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
Right-of-use assets are presented within tangible fixed assets in the statement of financial position.
Lease liabilities
At the commencement date of a lease, the Company measures the lease liability at the present value of lease payments that are not paid at that date. Lease payments are discounted using the interest rate implicit in the lease where that rate can be readily determined. If the implicit rate cannot be readily determined, the Company's incremental borrowing rate is used.
Lease payments included in the measurement of the lease liability comprise:
The lease liability is remeasured when there is a change in future lease payments arising from a change in lease term, the exercise assessment of an extension or termination option, or a lease modification that is not accounted for as a separate lease.
Lease liabilities are presented within creditors in the statement of financial position.
Interest income is recognised in profit or loss using the effective interest method.
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Notes to the financial statements
For the 16 months period ended 31 December 2025
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
The fair value is based on a well-accepted share option valuation model where there are no market conditions attached. Non-market vesting conditions are reflected by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date, so that the cumulative amount recognised over the vesting period is based on the number of options that ultimately vest.
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.
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Notes to the financial statements
For the 16 months period ended 31 December 2025
2.Accounting policies (continued)
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:
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.
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Notes to the financial statements
For the 16 months period ended 31 December 2025
2.Accounting policies (continued)
Estimating useful lives of depreciable assets
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Notes to the financial statements
For the 16 months period ended 31 December 2025
3.Judgements in applying accounting policies (continued)
Recoverability of intercompany loans receivables
Equity settled share-based payments
The options are valued using the Black-Scholes option pricing model. The key assumptions used in the model include the fair value of the underlying shares, exercise price, expected volatility, expected option life, dividend yield and the risk-free interest rate. The most significant judgements relate to the fair value of the underlying shares and expected volatility, as these inputs may involve limited observable market data and require management to consider available valuation evidence, recent share transactions, external valuation reports and relevant market information.
Analysis of turnover by country of destination:
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Notes to the financial statements
For the 16 months period ended 31 December 2025
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Notes to the financial statements
For the 16 months period ended 31 December 2025
7.Employees (continued)
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Notes to the financial statements
For the 16 months period ended 31 December 2025
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Notes to the financial statements
For the 16 months period ended 31 December 2025
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Notes to the financial statements
For the 16 months period ended 31 December 2025
During the period, the Company entered into a lease agreement of an office space. The right-of-use asset is recognised as tangible fixed assets (see note 11). The lease agreements are for fixed lease payments.
Lease liabilities are presented as follows:
Lease liabilities are presented as follows:
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The Company has no lease commitments for short-term leases and low-value assets.
The Company's future minimum lease payments at 31 December 2025 were as follows:
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Notes to the financial statements
For the 16 months period ended 31 December 2025
The Company is wholly owned by Harvey AI Corporation , a Delaware, USA-based parent company, whose activities primarily comprise the development and provision of AI solutions for legal and professional services.
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