The directors present the strategic report for the year ended 31 December 2025.

The principal activity of TS Imagine (UK) Limited ("the Company") is to provide sales, consulting and software development services to its parent entity, TS Imagine Inc. The Company operates under an intercompany cost-plus transfer pricing arrangement, whereby it recharges its full cost base to TS Imagine Inc. at an agreed mark-up, generating a modest but consistent operating margin. The Company is part of the TS Imagine Topco L.P. (Delaware) group and comprises operations in the UK. There have been no significant changes in the group's activities during the financial year, and the group has continued to improve performance in recent years.

The directors are pleased with the overall company performance in the year and overheads in line with expectations.

Financial key performance indicators

The principal KPIs monitored for the Company reflects its nature as an intercompany service entity operating on a cost-plus basis. Turnover increased by 22.2% to £14,494,812 (2024: £11,865,326), driven by growth in the Company's cost base as it expanded its personnel and vendor commitments to support group operations. Profit before tax increased to £620,456 (2024: £570,778), consistent with the application of the agreed cost-plus mark-up to the enlarged cost base. Total assets at year-end were £6,074,833 (2024: £8,760,909) and total liabilities were £2,258,970 (2024: £2,090,461), resulting in net assets of £3,817,026 (2024: £6,710,255). Employee headcount at year end was 94 (2024: 88).

As part of the Group, the company has undertaken actions to manage each of the risks below and the Company is also exposed to other risks and uncertainties that affect the Group as a whole, details of which are described in the TS Imagine Buyer Inc Annual Report and Financial Statements.

The directors consider the following to be the principal risks and uncertainties of the Company.

Economic

In common with all companies and groups operating in this sector, the risk and uncertainties facing the group relate to the macro economic environment in UK and internationally. A reduction in economic growth in UK could adversely affect revenues and operating margins. The group must continue to compete successfully to maintain and develop a strong market position as it continues to face strong competition in the market place. Existing services may be replaced by substitute services and, as a result, the group may loose market share in the markets for those services. The overall group has long experience in dealing with these risks and continues to streamline its cost base as appropriate to ensure it remains competitive.

Financial risk

The Company exposes itself to a variety of financial risks. The directors consider that in the current trading environment, the principal risk associated with the Company relates to working capital management. The directors have focused on the reduction or, where possible, the elimination of the impact of volatility in risk factors. The company has consistently performed well and produces solid operating results. The company has robust budgetary and financial reporting procedures and systems, providing appropriate indicators and assessments of liquidity and profitability. The directors assess income and costs on a monthly basis and continually review and evaluate how resources are allocated to fulfil all contract obligations and assess funding as required. External professionals are consulted on banking, audit and taxation matters.

Credit Risk

The Company primarily receives income from its parent entity, TS Imagine Inc. The directors place strong emphasis on constantly improving controls over risk, including seeking forms of security, guarantee or credit insurance where it is deemed appropriate to do so. The credit risk of the parent's customers is closely monitored by regular reviews of outstanding invoices and ongoing dialogue with customers.

Liquidity risk

The Company finances its operations through revenue earned from the provision of services to its parent entity, TS Imagine Inc. The Company's policy is to maintain good relationships with its bankers to ensure that sufficient facilities are in place to fund the Company's needs as it needs as they expand.

Competition

The trading software and risk software sectors are competitive and as such the Company continues to face competitor risks in the markets where we operate. However, the Company is well placed against its competitors with a robust roadmap of new features and products.

Insurance risk

The Company incurs exposure to employer, public and property damage liability by virtue of the nature of its' operations. The Company places strong emphasis on health and safety and risk management practices and maintains insurance cover which further mitigates this risk, subject to levels of insurance excesses and deductibles, which, in the opinion of the directors and as advised by the insurance brokers of the company, are reasonably calculated.

Foreign currency risk

The Company incurs exposure to foreign exchange risk as the company's trade is carried out in GBP (Sterling), US dollars, and Euro.

Although the Company can mitigate some risk across its trade areas, the influence of exchange rate movements and price and margin impacts are monitored and managed accordingly.

Legislation

The Company closely monitors regulatory requirements within the financial services and software sectors.

Development and performance

The Company will continue to provide services to its parent entity, TS Imagine Inc. The Group continues to develop new features and products.

Future developments

The Company plans to continue implementing the Group's strategy and to continue to develop new features and products to meet the demands of existing and potential customers.

Financial reporting risk

Certain employees participate in a share-based payment arrangement operated by the wider group. Information necessary to apply Section 26 of FRS 102 has not been made available to the Company. Consequently, the Company has not recognised any share-based payment charge in these financial statements. The directors continue to engage with the Group in relation to obtaining the information required to assess the accounting implications of these arrangements. This matter has resulted in a qualified audit opinion.

Directors' statement of compliance with duty to promote the success of the Company

Section 172(1) statement Under section 172(1) of the Companies Act 2006 (section 172), the Directors are required to act in a way that they consider, in all good faith, would most likely promote the success of the Company and all its stakeholders.

Throughout the year the Company has strived to continue to demonstrate how, as a considerate, sustainable, responsible and solutions-driven business, the Directors and senior management have achieved this. The Company is the largest UK subsidiary in the Group.

As a result of this and the Group's governance structure, from the perspective of the Directors, the matters that the Directors are responsible for considering under section 172 have been considered to an appropriate extent by the Group Board in relation to both the Group and the Company. The Directors have also considered relevant matters where appropriate which are summarized below.

The Company continues to prioritize the health, safety and wellbeing of its employees, building a high performance, purpose-led culture and investing in its people to attract and retain the best talent. It invests in skills, education and formal training programs. It is important to foster the Company's business relationships with its customers, suppliers and regulators. The Company is a strategic go-to partner providing product and service solutions enabling its customers to achieve their goals sustainably. It engages with its suppliers and provides insight to expand revenue and develop new products while raising environmental and ethical standards across the supply chain. The Company is also supporting all its stakeholders as it expands its product and service solutions.

This report was approved by the board and signed on its behalf.

The directors present their annual report and financial statements for the year ended 31 December 2025.

The results for the year are set out on page 9.

The profit for the year, after taxation, amounted to £406,771 (2024: £423,316).

Ordinary dividends were paid amounting to £3,300,000 (2024: £550,000). The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Environmental matters

The Company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Company has complied with all applicable legislation and regulations.

Going Concern

The directors have prepared budgets and cash flows for a period of at least 12 months from the date of the approval of the financial statements based on the best available information which demonstrate that there is no material uncertainty regarding the company's ability to meet its liabilities as they fall due, and to continue as a going concern.

In addition, the immediate parent company TS Imagine Inc. has pledged continued financial support to TS Imagine (UK) Limited, to enable it to meet short to medium liquidity obligations in the future in order to enable TS Imagine (UK) Limited to continue as a going concern.

On this basis, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Matters covered in the Strategic Report

Information, including future developments, is not shown within the Director's Report as it is instead included with the Strategic Report on pages 1-3 under Section 414c(11) on the Companies Act 2006.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

• so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and

• the directors have taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Sumer Auditco Limited were appointed as auditor to the Company following BHP LLP becoming part of the Sumer Group on 31 December 2025, which required a change in audit firm to comply with applicable regulatory requirements.

In accordance with section 487(2) of the Companies Act 2006, Sumer Auditco Limited are deemed to be reappointed annually.

The directors are responsible for preparing the annual report 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 of the profit or loss of the company 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; and

• 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of TS Imagine (UK) Ltd (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 company's affairs as at 31 December 2025 and of its profit 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.

Basis for qualified opinion

The company has chosen not to apply section 26 of FRS 102 with regards to share-based payments for the year ended 31 December 2025 and previous years. We are, therefore, unable to obtain sufficient and appropriate audit evidence to conclude on the applicability and impact of section 26 FRS 102.

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 company's ability to continue as a going concern for a period of at least twelve months 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material 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 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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.

As explained more fully in the directors' responsibilities statement, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 an auditor's report 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the trade;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company;

• we assessed the extent of compliance with the laws and regulations considered above through making enquiries of management; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risks of fraud through management bias and override controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims; and

• discussions with senior management regarding relevant regulations and reviewing the company’s legal and professional fees.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director’s and other management and the inspection of regulatory and legal correspondence.

As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of the nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

TS Imagine (UK) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 1 Waterhouse Square, 138 Holborn, London, England, EC1N 2ST.

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.

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 £.

TS Imagine (UK) Limited is a wholly owned subsidiary of TS Imagine Inc. and the results of TS Imagine (UK) Limited are included in the consolidated financial statements of TS Imagine Buyer Inc. which are available from 251 Little Falls Drive, Wilmington, DE 19808, United States.

The directors have prepared budgets and cash flows for a period of at least 12 months from the date of the approval of the financial statements based ontrue the best available information which demonstrate that there is no material uncertainty regarding the company's ability to meet its liabilities as they fall due, and to continue as a going concern.

In addition, the immediate parent company TS Imagine Inc. has pledged financial support if required to TS Imagine (UK) Limited, to enable it to meet short to medium liquidity obligations in the future in order to enable TS Imagine (UK) Limited to continue as a going concern.

On this basis, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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 discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

• the amount of revenue can be measured reliably;

• it is probable that the Company will receive the consideration due under the contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contract can be measured reliably.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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 company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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.

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Statement of Income and Retained Earnings in the same period as the related expenditure.

The government grants receivable relate to research and development expenditure (RDEC) credits, recognised for research and development claims made by the entity for the year ended 31 December 2024.

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.

Share based payments

Employees of the Company participate in equity-settled share-based payment arrangements operated by the ultimate parent undertaking. Under Section 26 of FRS 102 the Company would ordinarily recognise a share-based payment charge and corresponding capital contribution from the parent.

The information necessary to determine the fair value of awards and the extent of employee participation has not been made available to the Company. Accordingly, the directors have been unable to measure reliably any amount arising under Section 26 of FRS 102 and no share-based payment charge has been recognised.

The directors are unable to quantify the potential effect of this departure from FRS 102 on the financial statement.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The directors are of the view that there are no judgments in applying accounting policies that have had a significant effect on the amounts recognised in the financial statements.

Certain members of UK staff are party to a share-based payment arrangement at group level. Details of the scheme have not been made available to UK management, and therefore UK management are unable to make a reliable accounting entry for the arrangement. The UK entity has therefore chosen to not apply the requirements of section 26 of FRS 102.

The directors consider the accounting estimates and assumptions below to be its critical accounting estimates:

(a) Intercompany debtors and other debtors

The directors make an assessment at the end of each financial year of whether there is objective evidence that an intercompany debtor or other debtor is impaired. When assessing impairment of intercompany debtor or other debtors, the directors consider factors including the current credit rating of the debtor, the age profile of outstanding invoices, recent correspondence and trading activity, and historical experience of cash collections from the debtor. The level of impairment required is reviewed on an ongoing basis.

(b) Research and Development Expenditure Credit

The company recognises income in respect of Research and Development Expenditure Credit based on an estimate of qualifying expenditure incurred during the year. The estimate is derived from the prior year's claim and adjusted for changes in staffing levels and other factors affecting the volume of qualifying research and development activities.

There is inherent uncertainty in determining the level of expenditure that will ultimately qualify under the relevant tax legislation and guidance. The final claim may differ from the amount estimated as a result of further analysis of eligible activities or review by HM Revenue & Customs. Management considers the estimate to be reasonable based on the information available at the reporting date.

The government grants receivable above are Research and Development Expenditure (RDEC) credits and are recognised for R&D claims made by the entity relating to the year £536,032 (2024: £350,000). There is an additional £150,624 recognised in the year ending 31 December 2025 relating to prior year differences between estimated and actual claims.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The carrying value of land and buildings comprises:

Amounts owed by group undertakings are interest free and repayable on demand.

Amounts owed to group undertakings are interest free and repayable on demand.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totaling £79,824 (2024 - £70,440) were payable to the fund at the reporting date and are included in creditors.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The Board are availing of the exemption in paragraph 33.1(a) of FRS 102 which permits a qualifying entity to not provide disclosures on transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

The company trades with other group companies on a regular basis. It is the opinion of the Director that all transactions are conducted on an arms length basis.

Key management personnel compensation

The directors' remuneration disclosed in note 9 represents the total compensation paid to key management personnel.

Other related party transactions

Apart from those already disclosed in the financial statements there is no other related party balance which is required to be disclosed in the financial statements.

The ultimate parent company is TS Imagine TopCo L.P, a limited partnership incorporated in the USA.

The immediate parent company is TS Imagine Inc., a company incorporated in the USA. The results of the group are included in TS Imagine Buyer Inc. consolidated financial statements, and this is the largest and smallest group for which accounts are drawn up. The registered office of TS Imagine Buyer Inc. is 251 Little Falls Drive, Wilmington, DE 19808, United States.

The ultimate controlling party is considered to be TS Imagine Buyer Inc.