REGISTERED NUMBER: 09096451 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

APPDIRECT U.K. LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

N J Desmarais

M M Liu

REGISTERED OFFICE:

Fourth Floor St James House

St James' Square

Cheltenham

GL50 3PR

REGISTERED NUMBER:

09096451 (England and Wales)

AUDITORS:

Byrd + Link Audit Limited

Honeybourne Place

Jessop Avenue

Cheltenham

Gloucestershire

GL50 3SH

FIXED ASSETS

Tangible assets

4

8,952

-

CURRENT ASSETS

Debtors

5

975,328

777,249

Cash at bank

79,861

73,942

1,055,189

851,191

CREDITORS

Amounts falling due within one year

6

264,079

213,251

NET CURRENT ASSETS

791,110

637,940

TOTAL ASSETS LESS CURRENT LIABILITIES

800,062

637,940

CAPITAL AND RESERVES

Called up share capital

1

1

Other reserves

349,201

226,342

Retained earnings

450,860

411,597

800,062

637,940

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 21 September 2026 and were signed on its behalf by:

M M Liu - Director

1.	STATUTORY INFORMATION

Appdirect U.K. 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 Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

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

The company is contracted by its parent, AppDirect, Inc. to deliver sales and marketing services under an intercompany agreement. The company is remunerated by its parent for these services.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

2 and 3 years 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.

Taxation

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing this report.

The Company has relied on the continued financial support of its parent company, AppDirect, Inc., which has confirmed that it will provide such support for a period of at least twelve months from the date of signing the accounts. On this basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measure subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Short-term creditors are measured at the transaction price.

Holiday pay accrual

A liability is recognised to the extent any of unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at reporting date.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

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 reporting 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 the non-vesting conditions. These are either factors beyond the control of either party (such as 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.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods or services received.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 13 (2024 - 7 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

Cost

At 1 January 2025

13,101

Additions

10,485

At 31 December 2025

23,586

Depreciation

At 1 January 2025

13,101

Charge for year

1,533

At 31 December 2025

14,634

Net book value

At 31 December 2025

8,952

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

969,472

775,487

VAT

5,601

1,573

Prepayments and accrued income

255

189

975,328

777,249

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

20,809

2,052

Corporation tax

42,380

17,558

Social security and other taxes

13,549

2,185

Pension Payable

11,390

2,298

Accruals and deferred income

175,951

189,158

264,079

213,251

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Nathan Smith ACA (Senior Statutory Auditor)

for and on behalf of Byrd + Link Audit Limited

8.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £30,353 (2024: £7,044) Contributions totalling £11,390 (2024: £2,298) were payable to the fund at the reporting date.

9.	RELATED PARTY DISCLOSURES

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.

10.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of AppDirect, Inc., a company incorporated in the United States of America.

The smallest group in which the results of the company are consolidated is that headed by AppDirect, Inc. The consolidated financial statements may be obtained from AppDirect, Inc., 447 Sutter St Ste 405 PMB1116, San Francisco, CA 94108.

11.	SHARE BASED PAYMENTS

The company's ultimate parent company, AppDirect, Inc., operates a share based payment scheme for all the employees of the company.

The stock options in AppDirect, Inc., are granted to the company's employees at a price equal to the fair value of the shares in AppDirect, Inc., at date of the grant and are denominated in US dollars.

The stock options have a four year vesting period. If the stock options remain unexercised after a period of ten years from the date of the grant, the stock options expire. Stock options are forfeited if the employee leaves the company before the options vest.