Cheq Technologies (UK) Ltd - Accounts to registrar (filleted)

REGISTERED NUMBER: 05278260 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

CHEQ TECHNOLOGIES (UK) LTD

Page

Balance Sheet

1

Notes to the Financial Statements

2

FIXED ASSETS

Tangible assets

4

54,204

37,371

CURRENT ASSETS

Debtors

5

1,401,944

1,393,524

Cash at bank

2,285,516

742,237

3,687,460

2,135,761

CREDITORS

Amounts falling due within one year

6

3,181,112

1,793,186

NET CURRENT ASSETS

506,348

342,575

TOTAL ASSETS LESS CURRENT LIABILITIES

560,552

379,946

CAPITAL AND RESERVES

Called up share capital

8

9,228

Share premium

17,392,222

Capital contribution reserve

983,845

Share based payment reserve

595,404

283,825

Retained earnings

(18,420,147

)

(18,289,174

)

SHAREHOLDERS' FUNDS

560,552

379,946

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 22 September 2026 and were signed on its behalf by:

G Tytunovich - Director

1.	STATUTORY INFORMATION

Cheq Technologies (UK) Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

05278260

Registered office:

Woodcutters Cottage

Beaconsfield Road

Chelwood Gate

East Sussex

RH17 7LF

The Principal Place of Business address is FORA Henry Wood House, 4-5 Langham Place, London, W1B 3DG.

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 represents net invoiced sales of services excluding value added tax.

Subscription revenues are recognised on a straight-line basis over the term of the subscription with the customer.

Professional services revenues are recognised as services.

Turnover includes cost plus revenues for services provided to other group companies.

Tangible fixed assets

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

Plant and machinery etc

-

50% on cost and 33% on cost

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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

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.

Share-based payments

On the 12 November 2020 Board of Directors of the ultimate parent company , Cheq AI Technologies (2018) Ltd adopted a share option plan known as "Cheq AI Technologies (2018) Ltd. 2020 Option Plan" (the "Plan") to be amended from time to time. The purpose of the plan is to enable the group to link the compensation and benefits of individuals with the success of group with long-term shareholder value and to attract such new individuals and entities to provide services to the group.

Under the group Share Option Plan (the "Plan"), options may be granted to employees, members of the board of directors and non-employees. Pursuant to the Plan, the Ultimate Parent Company's board of directors approved Ordinary shares to be issued upon exercise of options. The exercise price of the options granted under the Plan may not be less than the nominal value of the shares into which such options are exercisable. The options vest primarily over four years. Any options which are forfeited or not exercised before expiration become available for future grants.

The company accounts for share-based compensation using an Option-pricing model ('OPM') to estimate the fair value of equity-based payment awards. The value of the portion of the award that is ultimately expected to vest is recognised as an expense over the requisite service periods on the straight-line method. A corresponding adjustment is made to equity

The company recognises compensation expenses for the value of the equity awards granted based on the straight-line method over the requisite service period of each of the awards. Any change in the expense takes account of forfeitures as they occur. The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the financial position and profit and loss of the group. The company has therefore taken advantage of exemptions from the requirements to disclose share based payment reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured ,explanations of modifications to arrangement.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2024 - 14 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

57,756

Additions

46,319

At 31 December 2025

104,075

DEPRECIATION

At 1 January 2025

20,385

Charge for year

29,486

At 31 December 2025

49,871

NET BOOK VALUE

At 31 December 2025

54,204

At 31 December 2024

37,371

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

Trade debtors

948,762

581,197

Amounts owed by group undertakings

276,197

716,181

Other debtors

176,985

96,146

1,401,944

1,393,524

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

Trade creditors

20,834

18,052

Taxation and social security

110,630

97,441

Other creditors

3,049,648

1,677,693

3,181,112

1,793,186

7.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

£

Within one year

179,400

Between one and five years

-

179,400

358,800

As at the year ended 31 December 2025, the company was engaged in negotiations to renew the lease at their current premises. These negotiations were in an advanced stage as at the date of approval of the financial statements.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

9,227,517

Ordinary

0.001

9,228

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

The Report of the Auditors was unqualified.

Aryeh Melinek (Senior Statutory Auditor)

for and on behalf of Melinek Fine LLP

10.	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. Contributions totalling £13,548 (2024:£9,795) were payable to the fund at the reporting date and are included in creditors.

11.	CONTINGENT LIABILITIES

The company together with other group members provided guarantees whereby the assets of companies are pledged as security in respect of borrowings by the ultimate parent company, Cheq AI Technologies (2018) LTD. At the balance sheet date the potential contingent liability amounted to £29,743,589 (2024:£22,819,439) which is not included in these financial statements.

12.	SHARE-BASED PAYMENT TRANSACTIONS

During the year the number of options granted to Cheq Technologies UK LTD employees were 757,800 (2024: 84,300). The options vest primarily over four years. The charge to profit and loss recognised in the year on a straight line basis was £311,579 (2024: £153,575).

13.	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.

14.	ULTIMATE PARENT COMPANY

The immediate parent company is Cheq Technologies Inc. a company incorporated in the USA. The ultimate parent company is Cheq AI Technologies (2018) LTD a company incorporated in Israel.

Cheq AI Technologies (2018) LTD is the smallest group undertaking to consolidate these financial statements, copies can be obtained from the registered office of Cheq AI Technologies (2018) at 23 Yehuda Halevi St., Tel-Aviv, Israel.