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Registered number: 10156227










MEMO UK HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
MEMO UK HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Director
N E Pingleton 




Company secretary
Vistra Company Secretaries Limited



Registered number
10156227



Registered office
Suite 1
7th Floor, 50 Broadway

London

United Kingdom

SW1H 0BL




Independent auditor
MHA
Statutory Auditor

Building 4

Foundation Park

Roxborough Way

Maidenhead

Berkshire

SL6 3UD





 
MEMO UK HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 2
Director's Report
3 - 5
Independent Auditor's Report
6 - 9
Consolidated Statement of Comprehensive Income
10
Consolidated Balance Sheet
11
Company Balance Sheet
12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15 - 16
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 41


 
MEMO UK HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The director presents the strategic report together with the financial statements for the year ended 31 December 2025.

Fair review & performance
 
MEMO UK Holdings Ltd. and Subsidiaries (the "Group") is a leading provider of marketing operations and digital asset management technology solutions. The Group's products and services enable marketers to govern and grow their brand through the management of budgets, data, people, and content throughout the ideation, workflow and campaign delivery of the brand experience while providing a system to monitor return on investments of those related activities.

The Group continues to lead the marketing analyst landscape, having been recognized as a Leader in the 2026 Forrester Wave for Digital Asset Management, the 2025 Gartner® Magic Quadrant™ for Digital Asset Management (DAM) and Marketing Work Management (MWM) Platforms, and the most recent 2024 IDC MarketScape report.

Sales and field operations during the period focused on expanding our existing customer base, increasing our customer lead generation, and new business development activities to accelerate obtaining new customers on our cloud-based solutions and productivity improvements. We continue to expand our target customer base to include mid-market in addition to enterprise level customers.  The research and development teams invest their efforts in advancements to our SaaS platform, artificial intelligence, improving the customer interface and adding functionality.

During the period, we booked new recurring revenue business of $12.3 million equally derived from new customers and our existing customer base. Customer attritions totaled $7.1 million in the period and were primarily attributable to customer consolidations. Gross Margin achieved of 69% continues to increase going forward as the efficiencies of a cloud based scalable platform continue to be realized.

We continue to invest behind our research & development programme. This programme included development efforts to enhance use of artificial intelligence and content personalization, further leverage the delivery of our products on Microsoft’s Azure infrastructure and to improve the user interface.  We also are devoting significant resources to improving customer ecosystem integrations.

Principal risks and uncertainties
 
The market continues to evolve as customer requirements become increasingly sophisticated and content centric. There remains a sizeable and growing market for technology to accelerate our customers’ and prospects’ digital marketing strategies. We continue to see the emergence of cloud-based competitors offering limited functionality point solutions compared to the Group’s end-to-end solutions that have gained some recognition within departmental or limited user base purchases in the market.

Future development of the business

We continue to advance and innovate our SaaS cloud offerings and initiatives to expand our content-focused offerings across our solution set. The product roadmap includes continued development of artificial intelligence and personalization applications and improvements in the user interface, integrations, and advancements in business intelligence and reporting, automation and visualization of workflows. 

Page 1

 
MEMO UK HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Financial key performance indicators
 
Key indicators are bookings growth and limiting customer churn as well as subscription and professional services gross margins.  Measuring sales productivity and lead conversion rates are a focus as well.  We continue efforts to improve our measurements of customer satisfaction and employee engagement in 2026.

We currently are actively selling our products in the United Kingdom, Europe, Australia, South America, Singapore, South Africa and the United States.

Director's statement of compliance with duty to promote the success of the Group
 
The director always considers, both individually and together, that he has acted in the way he considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in s172(1) (a) - (f) of the Companies Act 2006, in the decisions taken during the year ended 31 December 2025.

Our plan is designed to have a long-term beneficial impact on the Company and to contribute to its success in delivering a high quality of service across all of our business divisions.

Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of our team members is one of our primary considerations in the way we conduct our business. Engagement with suppliers and customers is also key to our success. We meet with our major manufacturing partners regularly throughout the year and take appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.

Our plan considers the impact of the Company’s operations on the community and environment and our wider social responsibilities, and in particular how we comply with environmental legislation and pursue waste-saving opportunities and react promptly to local concerns.

As a director, our intention is to behave in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both construction and delivery of our plan, that reflects our values, beliefs and culture. Our intention is to behave responsibly to all of our stakeholders, including our shareholders, and treat them fairly so that they too may benefit from the successful delivery of our plan.


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



................................................
N E Pingleton
Director

Date: 21 October 2026

Page 2

 
MEMO UK HOLDINGS LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The director presents his report and the financial statements for the year ended 31 December 2025.

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the director is required to:


∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to $6,596 thousand (2024 - loss $14,304 thousand).

Management have not declared a dividend during the year (2024 - $Nil).

Director

The director who served during the year was:

N E Pingleton 

Future developments

We continue to advance and innovate our SaaS cloud offerings and initiatives to expand our content-focused offerings across our solution set. The product roadmap includes advancements in the use of artificial intelligence, content personalization, business intelligence and reporting and automation and visualization of workflows.

Page 3

 
MEMO UK HOLDINGS LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Engagement with suppliers, customers and others

The Board of Directors always considers, both individually and together, that they have acted in good faith in a way that would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in s172(1) (a) - (f) of the Companies Act 2006, in the decisions taken during the year ended 31 December 2025.

Our plan is designed to have a long-term beneficial impact on the group and to fulfil our Mission to empower marketers to reach their full potential and continuously deliver value back to their organizations. We do that by striving to deliver best in class marketing operations and digital asset management technology solutions.

We operate within the context of our core values of Operational Excellence – Do less, execute at a higher level of quality and consistency; Cycle Time – Relentless urgency in decision making, Bias for action; Learning Culture – Continuous improvement and experimentation; Intellectual Honesty – Psychological safety enables data-driven decisions; and One Team – Role Clarity and cross-team value creation.

Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of our team members is one of our primary considerations in the way we conduct our business. We provide an employee hotline for anonymous reporting of workplace issues. We require ethics, anti-bribery/corruption and workplace behaviour training of all employees.

Engagement with suppliers and customers is also key to our success. We partner with our major suppliers to optimize service and performance with regular meetings, and we work closely with our customers to ensure we meet data security, regulatory compliance and other critical measures as well as optimal product performance.
Our plan considers the impact of the Company’s operations on the community and environment and our wider social responsibilities. Regular Aprimo Helps events are scheduled across the globe to ensure we contribute to the communities in which we work.

As the Board of Directors, our intention is to behave in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both innovation and delivery of our plan, that reflects our values, beliefs and culture.

Our intention is to behave responsibly towards all our enlightened shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Disclosure of information to auditor

The director at the time when this Director's Report is approved has confirmed that:
 
∙so far as he is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙he has 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 and the Group's auditor is aware of that information.

Page 4

 
MEMO UK HOLDINGS LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Post balance sheet events

The Group has evaluated subsequent events occurring through to the date that the consolidated financial statements were ready to be issued, for events requiring recording or disclosure in the Group’s consolidated financial statements.

There were no post balance sheet events other than those disclosed in the consolidated financial statements.

Auditor

The auditor, MHA, 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.
 





................................................
N E Pingleton
Director

Date: 21 October 2026

Page 5

 
MEMO UK HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MEMO UK HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of MEMO UK Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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 Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's loss 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 opinion


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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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 Group's or the Parent 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 director with respect to going concern are described in the relevant sections of this report.


Page 6

 
MEMO UK HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MEMO UK HOLDINGS LIMITED (CONTINUED)


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 director is 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.


Opinion 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 Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.


Page 7

 
MEMO UK HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MEMO UK HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is responsible for assessing the Group's and the Parent 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 director either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.


Auditor's responsibilities for the audit of the financial statements
 

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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management around actual and potential litigation and claims;
∙Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


Page 8

 
MEMO UK HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MEMO UK HOLDINGS LIMITED (CONTINUED)


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.





Katharine Arnott FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditor
Maidenhead, United Kingdom

Date: 22 October 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
Page 9

 
MEMO UK HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
$000
$000

  

Turnover
 5 
85,144
74,676

Cost of sales
  
(26,393)
(24,044)

Gross profit
  
58,751
50,632

Administrative expenses
  
(50,956)
(49,772)

Other operating expense
 6 
(749)
(45)

Operating profit
 7 
7,046
815

Interest payable and similar expenses
 10 
(13,622)
(14,778)

Loss before taxation
  
(6,576)
(13,963)

Tax on loss
 11 
(20)
(341)

Loss for the financial year
  
(6,596)
(14,304)

  

Currency translation differences
  
590
(458)

Gain/(loss) on pension obligation
  
29
86

Other comprehensive income for the year
  
619
(372)

Total comprehensive income for the year
  
(5,977)
(14,676)

(Loss) for the year attributable to:
  

Owners of the Parent Company
  
(6,596)
(14,304)

  
(6,596)
(14,304)

Total comprehensive income for the year attributable to:
  

Owners of the Parent Company
  
(5,977)
(14,676)

  
(5,977)
(14,676)

The notes on pages 18 to 41 form part of these financial statements.

Page 10

 
MEMO UK HOLDINGS LIMITED
REGISTERED NUMBER: 10156227

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
$000
$000

Fixed assets
  

Intangible assets
 12 
11,489
17,445

Tangible assets
 13 
1,857
2,537

  
13,346
19,982

Current assets
  

Debtors: amounts falling due after more than one year
 15 
5,102
4,546

Debtors: amounts falling due within one year
 15 
18,460
17,820

Cash at bank and in hand
 16 
3,982
3,446

  
27,544
25,812

Creditors: amounts falling due within one year
 17 
(51,816)
(49,290)

Net current liabilities
  
 
 
(24,272)
 
 
(23,478)

Total assets less current liabilities
  
(10,926)
(3,496)

Creditors: amounts falling due after more than one year
 18 
(121,161)
(122,614)

Net liabilities
  
(132,087)
(126,110)


Capital and reserves
  

Called up share capital 
 21 
-
-

Foreign exchange reserve
 22 
346
(244)

Other reserves
 22 
27,252
27,223

Profit and loss account
 22 
(159,685)
(153,089)

Equity attributable to owners of the Parent Company
  
(132,087)
(126,110)

  
(132,087)
(126,110)


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



................................................
N E Pingleton
Director
Date: 21 October 2026

The notes on pages 18 to 41 form part of these financial statements.

Page 11

 
MEMO UK HOLDINGS LIMITED
REGISTERED NUMBER: 10156227

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
$000
$000

Fixed assets
  

Investments
 14 
104,610
104,610

  
104,610
104,610

Current assets
  

Debtors: amounts falling due after more than one year
 15 
124
123

Cash at bank and in hand
 16 
3
1

  
127
124

Creditors: amounts falling due within one year
 17 
(12)
(6)

Net current assets
  
 
 
115
 
 
118

Total assets less current liabilities
  
104,725
104,728

  

  

Net assets
  
104,725
104,728


Capital and reserves
  

Called up share capital 
 21 
-
-

Other reserves
 22 
104,965
104,965

Profit and loss account carried forward
  
(240)
(237)

  
104,725
104,728


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


................................................
N E Pingleton
Director

Date: 21 October 2026

The notes on pages 18 to 41 form part of these financial statements.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its own profit and loss account. The loss for the financial year dealt with in the financial statements of the Company was $3k (2024: profit $140k).

Page 12

 
MEMO UK HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Foreign exchange reserve
Other reserves
Profit and loss account
Total equity

$000
$000
$000
$000
$000


At 1 January 2024
-
214
27,137
(138,785)
(111,434)


Comprehensive loss for the year

Loss for the year
-
-
-
(14,304)
(14,304)

Currency translation differences
-
(458)
-
-
(458)

Profit on pension obligation
-
-
86
-
86



At 1 January 2025
-
(244)
27,223
(153,089)
(126,110)


Comprehensive loss for the year

Loss for the year
-
-
-
(6,596)
(6,596)

Currency translation differences
-
590
-
-
590

Profit on pension obligation
-
-
29
-
29


At 31 December 2025
-
346
27,252
(159,685)
(132,087)


The notes on pages 18 to 41 form part of these financial statements.

Page 13

 
MEMO UK HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Other reserves
Profit and loss account
Total equity

$000
$000
$000
$000


At 1 January 2024
-
104,965
(377)
104,588


Comprehensive loss for the year

Loss for the year and dividends on equity capital
-
-
140
140



At 1 January 2025
-
104,965
(237)
104,728


Comprehensive loss for the year

Loss for the year
-
-
(3)
(3)


At 31 December 2025
-
104,965
(240)
104,725


The notes on pages 18 to 41 form part of these financial statements.

Page 14

 
MEMO UK HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
$000
$000

Cash flows from operating activities

Loss for the financial year
(6,596)
(14,304)

Adjustments for:

Amortisation of intangible assets
10,177
9,417

Depreciation of tangible assets
986
1,007

Loss on disposal of tangible assets
3
3

Interest paid
12,769
13,894

Taxation charge
20
341

Increase in debtors
(1,120)
(4,416)

Decrease/(Increase) in amounts owed by related party
344
(35)

(Decrease)/increase in creditors
(49)
4,996

Increase in amounts owed to related party
1,488
1,686

Exchange differences
(266)
24

Corporation tax (paid)
(198)
(10)

Amortisation of deferred financing fees
884
884

Net cash generated from operating activities

18,442
13,487


Cash flows from investing activities

Purchase of fixed assets
(3,897)
(4,597)

Sale of fixed assets
10
80

Net cash from investing activities

(3,887)
(4,517)
Page 15

 
MEMO UK HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


2025
2024

$000
$000



Cash flows from financing activities

Borrowings on Line of Credit
-
7,000

Repayment of Term loan
(1,250)
(937)

Repayment of other loans
-
(99)

Interest paid
(12,769)
(13,894)

Net cash used in financing activities
(14,019)
(7,930)

Net increase in cash and cash equivalents
536
1,040

Cash and cash equivalents at beginning of year
3,446
2,406

Cash and cash equivalents at the end of year
3,982
3,446


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,982
3,446

3,982
3,446


The notes on pages 18 to 41 form part of these financial statements.

Page 16

 
MEMO UK HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025




At 1 January 2025
Cash flows
At 31 December 2025
$000

$000

$000

Cash at bank and in hand

3,446

536

3,982

Debt due after 1 year

(119,789)

366

(119,423)

Debt due within 1 year

(8,250)

-

(8,250)

Finance leases

(2,994)

814

(2,180)


(127,587)
1,716
(125,871)

The notes on pages 18 to 41 form part of these financial statements.

Page 17

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Memo UK Holdings Ltd is a private company limited by shares incorporated in England and Wales, registration number 10156227. The principal place of business is Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL.

The principal activity of the Group during the year was the licencing and delivery of marketing software and consultancy.

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 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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 18

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

In forming this assessment, the Director considered the Group's operating performance, cash flow forecasts, available liquidity facilities, covenant compliance and the maturity profile of the Group's borrowings. At 31 December 2025, the Group reported net liabilities of approximately $132 million and had external borrowings of approximately $130 million, the majority of which are contractually repayable in May 2028. The Group also reported losses of approximately $6.6 million during 2025 and $14.3 million during 2024. However, the Director noted that the Group generated operating cash inflows of approximately $18.4 million during 2025 and continues to trade in line with expectations. The Director further considered the Group's historical ability to successfully refinance debt facilities, its continued covenant compliance and the availability of additional funding facilities.

The Director has also considered management's strategic plans in relation to the longer-term capital structure of the Group, including potential refinancing and other shareholder-led exit strategies that are customary within private equity-backed businesses. After considering all available information, including information extending beyond twelve months from the date of approval of the financial statements, the Director concluded that the Group has adequate resources to continue in operational existence for the foreseeable future and that the going concern basis of accounting remains appropriate. No material uncertainty related to going concern has been identified. Furthermore, the Group continues to have access to the revolving loan commitment disclosed in Note 19 and other available funding facilities, which provide additional liquidity and financial flexibility whilst management continues to evaluate both refinancing and wider strategic options available to the Group.

Page 19

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD, rounded to thousands.

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 Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group 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.

Page 20

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 21

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 balance sheet date.


Page 22

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other 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.

 The estimated useful lives range as follows:

Customer relationships
-
10 years
Technology
-
5 years
Goodwill
-
10 years
Computer software
-
3 years

 
2.11

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:

Short-term leasehold property
-
Over the term of lease
Motor vehicles
-
5 years
Fixtures and fittings
-
3-5 years
Office equipment
-
3-5 years
Computer equipment
-
3 years
Right of use assets
-
Over the term of lease

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.

Page 23

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.13

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 measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits 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 that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 24

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.16

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

  
2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.

Page 25

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The directors, with the relevant expert advice, have assessed the reasonableness of the allocated fair values to intangible assets and goodwill previously acquired by the group. The directors consider the values assigned to be materially accurate, and have considered the need for impairment at the year end. It is the judgement of the directors that no impairment is required.

In preparing these financial statements and applying the Group's accounting policies the directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. 


4.


Business combinations

On 21 June 2024, the Group acquired the assets of Aide Data Limited (trading as Personify XP). The acquisition was completed to accelerate the growth of the Group.

The acquisition was accounted for in accordance with Section 18 - Intangible Assets. The total consideration in the transaction was $831,000, which consisted of $223,000 as the cash consideration transferred and $608,000 as the fair value of contingent considerations transferred upon the novation of certain identified customer contracts. The novations were completely settled by 31 December 2024 and the Group made payments on contingent consideration of $608,000 during the year ended 31 December 2024.

The purchase price allocation was determined in accordance with the accounting treatment of a business combination in accordance with FRS102. Under the guidance, the fair value of the consideration was determined and the assets acquired and liabilities assumed have been recorded at their fair values at the date of acquisition. The fair value of the acquired assets and liabilities was not determined to be material. The excess of the purchase price over the estimated fair values has been recorded as goodwill.

Page 26

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
$000
$000

Licences
72,852
63,551

Maintenance and support
496
478

Consultancy
11,707
10,552

Other
89
95

85,144
74,676


Analysis of turnover by country of destination:

As restated
2025
2024
$000
$000

United States
57,788
50,744

Europe
18,739
16,934

United Kingdom
6,165
5,510

Other
2,452
1,488

85,144
74,676



6.


Other operating expense

2025
2024
$000
$000

Other operating expense
(749)
(45)


Page 27

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2025
2024
$000
$000

Research & development charged as an expense
12,140
12,303

Exchange differences
415
1

Other operating lease rentals
765
729

Amortisation of intangible assets, including goodwill
10,177
9,417

(Gain) / loss on disposal of fixed assets
3
3

Depreciation of tangible fixed assets
986
1,007


8.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2025
2024
$000
$000

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
47
45

Fees payable to the Company's auditor and its associates in respect of:

Audit-related assurance services
14
14

Taxation compliance services
2
2

Page 28

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Employees

Staff costs were as follows:


Group
Group
2025
2024
$000
$000


Wages and salaries
36,665
36,035

Social security costs
3,621
3,295

Cost of defined contribution scheme
1,593
1,459

41,879
40,789


The average monthly number of employees during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Administration
32
34
1
1



Customer service
26
24
-
-



Professional services
67
63
-
-



Marketing
18
15
-
-



Research and development
114
117
-
-



Sales
40
46
-
-

297
299
1
1


10.


Interest payable and similar expenses

2025
2024
$000
$000


Bank interest payable
13,622
14,778

Page 29

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Taxation


2025
2024
$000
$000

Corporation tax


Current tax on profits for the year
198
10


Total current tax
198
10

Deferred tax


Deferred tax asset utilised / (raised) during the year
(178)
331

Total deferred tax
(178)
331


Tax on loss
20
341

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
$000
$000


Loss on ordinary activities before tax
(6,576)
(13,963)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(1,649)
(3,491)

Effects of:


Other differences leading to an increase (decrease) in the tax charge
1,669
3,832

Total tax charge for the year
20
341

Page 30

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Intangible assets

Group





Technology
Customer relationships
Computer software
Goodwill
Total

$000
$000
$000
$000
$000



Cost


At 1 January 2025
12,813
16,111
16,787
54,537
100,248


Additions
-
-
3,674
-
3,674


Foreign exchange movement
365
1,106
-
1,799
3,270



At 31 December 2025

13,178
17,217
20,461
56,336
107,192



Amortisation


At 1 January 2025
12,441
13,038
12,404
44,920
82,803


Charge for the year
118
1,684
2,813
5,562
10,177


Foreign exchange movement
351
899
-
1,473
2,723



At 31 December 2025

12,910
15,621
15,217
51,955
95,703



Net book value



At 31 December 2025
268
1,596
5,244
4,381
11,489



At 31 December 2024
372
3,073
4,383
9,617
17,445



Page 31

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Tangible fixed assets

Group



Short-term leasehold property
Motor vehicles
Fixtures and fittings
Office equipment
Computer equipment

$000
$000
$000
$000
$000



Cost


At 1 January 2025
1,447
335
742
224
1,096


Additions
10
-
-
4
209


Disposals
-
(38)
-
-
(340)


Exchange adjustments
3
43
3
-
27



At 31 December 2025

1,460
340
745
228
992



Depreciation


At 1 January 2025
1,168
185
655
210
701


Charge for the year
82
64
23
13
269


Disposals
-
(27)
-
-
(338)


Exchange adjustments
1
23
2
-
(10)



At 31 December 2025

1,251
245
680
223
622



Net book value



At 31 December 2025
209
95
65
5
370



At 31 December 2024
279
150
87
14
395
Page 32

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

           13.Tangible fixed assets (continued)


Right of use assets
Total

$000
$000



Cost


At 1 January 2025
3,125
6,969


Additions
-
223


Disposals
-
(378)


Exchange adjustments
74
150



At 31 December 2025

3,199
6,964



Depreciation


At 1 January 2025
1,513
4,432


Charge for the year
535
986


Disposals
-
(365)


Exchange adjustments
38
54



At 31 December 2025

2,086
5,107



Net book value



At 31 December 2025
1,113
1,857



At 31 December 2024
1,612
2,537


14.


Fixed asset investments

Company





Investments in subsidiary companies

$000



Cost


At 1 January 2025
104,610



At 31 December 2025
104,610




Page 33

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Country of incorporation

Class of shares

Holding

Aprimo US LLC
c/o National Registered Agents, Inc. 1209 Orange Street, Wilmington, DE 19801.
United States of America
Units
100%
Aprimo Marketing Operations UK Limited
Suite 1, 7th Floor, 50 Broadway, London, United Kingdom, SW1H 0BL.
United Kingdom
Ordinary
100%
Aprimo Philippines, Inc.
10th Floor, Arthaland Century Pacific Tower, 5th Ave. Cor. 4th Ave. Cor. 30th St. E-Square Bonifacio Global City, Taguig, Metro Manila.
Philippines
Common
100%
Aprimo Australia Pty Limited
120 Collins Street, Level 31, 3000 Victoria, Melbourne,Australia.
Australia
Ordinary
100%
Revenew, Inc.*
c/o National Registered Agents, Inc. 1209 Orange Street, Wilmington, DE 19801.
United States of America
Common
100%
Aprimo Software Development (Beijing) Limited Company
Room 5121, Floor 5 No. 30 Building, Jinganli, Chaoyang District Beijing City, China.
China
Registered capital
100%
ADAM Software US, Inc***
c/o National Registered Agents, Inc. 1209 Orange Street, Wilmington, DE 19801.
United States of America
Common
100%
Aprimo Netherlands BV**
Burgemeester Stramanweg 1051101, AA Amsterdam, The Netherlands.
Netherlands
Common
100%
Aprimo Belgium NV
Rijvisschestraat Building 122, Level 1
3 Square Village 
9052 Zwijnaarde Belgium
Belgium
Capital stock
100%

Page 34

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)

The principal activity of all subsidiaries during the year was licencing and delivery of marketing software and consultancy.

*Revenew, Inc is held via the shareholding of Aprimo US LLC.

**ADAM Software US, Inc and Aprimo Netherlands BV is held via the shareholding of Aprimo Belgium NV.

***ADAM Software US, Inc was dormant throughout the year and had no significant accounting transactions during the period.

Page 35

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
$000
$000
$000
$000

Due after more than one year

Amounts owed by group undertakings
-
-
124
123

Other debtors
303
243
-
-

Prepayments and accrued income
1,851
1,775
-
-

Deferred tax asset
2,948
2,528
-
-

5,102
4,546
124
123


Group
Group
2025
2024
$000
$000

Due within one year

Trade debtors
13,033
12,069

Amounts owed by related party
-
344

Other debtors
100
100

Prepayments and accrued income
5,327
5,307

18,460
17,820



16.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
$000
$000
$000
$000

Cash at bank and in hand
3,982
3,446
3
1


Page 36

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
$000
$000
$000
$000

Bank loans
8,250
8,250
-
-

Trade creditors
3,110
2,372
-
-

Amounts owed to related party
3,637
2,149
12
6

Obligations under finance lease and hire purchase contracts
990
886
-
-

Accruals and deferred income
35,829
35,633
-
-

51,816
49,290
12
6





18.


Creditors: Amounts falling due after more than one year

Group
Group
2025
2024
$000
$000

Other loans
119,423
119,789

Net obligations under finance leases and hire purchase contracts
1,190
2,108

Other creditors
479
439

Accruals and deferred income
69
278

121,161
122,614




Page 37

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2025
2024
$000
$000

Amounts falling due within one year

Bank loans
8,250
8,250

Amounts falling due after more than one year

Bank loans
119,423
119,789



127,673
128,039


On May 26, 2022, the Group entered into a Credit Agreement (the Agreement) with various lenders, as defined in the Agreement and outlined below, for a term loan of $125,000,000. The term loan matures on May 26, 2028. Quarterly installments of $313,000 commenced June 30, 2024 with a lump sum payment for the remaining principal due upon maturity. The loan is collateralised by essentially all of the assets of the Group. Interest is payable monthly based on SOFR plus applicable margins. At December 31, 2025 and 2024 the rate was 9.41% and 9.85% respectively.

The Group entered into a Credit Agreement (the Agreement) dated May 26, 2022 (the Closing Date) with various lenders, as defined in the Agreement. As part of the Agreement, the Group is provided a revolving credit facility of $10,000,000. There was $7,000,000 outstanding on the revolving line of credit at December 31, 2025 and 2024. Interest is variable based on SOFR plus applicable margins. The interest rate at December 31, 2025 and 2024 were 7.50% and 7.83% respectively. The Agreement contains certain covenants, restrictions and other limitations on the Group and is collateralised by essentially all of the assets of the Group. At December 31, 2025 and 2024, the Group was in compliance with all debt covenants. The Agreement also allows for outstanding letters of credit not to exceed the lesser of $3,000,000 or the maximum revolver amount less the amount of revolving loans. The line of credit matures on May 26, 2028.

Page 38

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Deferred taxation


Group



2025
2024


$000

$000






At beginning of year
2,528
2,859


Credited / (charged) to profit or loss
178
(331)


Exchange adjustment
242
-



At end of year
2,948
2,528

Company


2025
2024






At end of year
-
-



Group
Group
2025
2024
$000
$000

Deferred tax on amortisation raised on intangibles
(297)
(479)

Deferred tax on accrued commissions
(841)
(793)

Other deferred tax liabilities
(832)
(256)

Tax losses carried forward
4,918
4,056

2,948
2,528


21.


Share capital

2025
2024
$000
$000
Allotted, called up and fully paid



1 (2024 - 1) Ordinary Share share of $1
-
-

The one Ordinary Share carries full voting rights and entitlement to distributable reserves (including on winding up).


Page 39

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

22.


Reserves

Foreign exchange reserve

The foreign exchange reserve is made up of all current period other comprehensive income related to the translation of overseas entities into the functional and presentational currency.

Other reserves

Other reserves is made up of capital contributions received, net of dividends paid to MEMO Global Holdings LP.

Profit and loss account

The profit and loss account includes all retained profits and losses.


23.


Commitments under operating leases

At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
$000
$000

Not later than 1 year
1,035
994

Later than 1 year and not later than 5 years
1,212
2,170

2,247
3,164


24.


Related party transactions

The Group entered into a management agreement with Marlin Equity Partners (MEP), a related party, to provide the Group with various operational related management services. Under the terms of the agreement, the Group is charged a quarterly management fee of 1.5 percent of consolidated net revenue. The management fee shall be payable in quarterly instalments in advance based on forecasted revenue for the subsequent quarter. In addition, the Group reimburses a related entity, Marlin Operations Group, Inc., for consulting services incurred supporting the Group's operations. The Company incurred $1,267,000 and $1,130,000 in management fee expenses and $221,000 and $551,000 in consulting expenses included in general and administrative expenses on the consolidated statements of comprehensive loss for the years ended December 31, 2025 and 2024, respectively. The Group had $3,637,000 and $2,149,000 payable to MEP as of December 31, 2025 and 2024, respectively.

The Group has entered into a Joint Services Agreement and Cost Sharing Agreement with MAPP Digital (MAPP), a portfolio company of MEP. The Group had a receivable due from MAPP in the amount of $0 and $344,000 as of December 31, 2025 and 2024, respectively. The Group provided shared services in the amount of $18,000 and $34,000 to MAPP for the years ended December 31, 2025 and 2024, respectively. The Group forgave the amount due from MAPP and terminated the Agreement effective July 30, 2025. The Group had a receivable due from MAPP in the amount of $362,000. This amount was written-off and is included in other expense on the consolidated statements of comprehensive loss for the year ended December 31, 2025.

Page 40

 
MEMO UK HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

25.


Controlling party

The immediate and ultimate parent company is MEMO Global Holdings LP, a company registered in the Cayman Islands.

In the opinion of the directors the ultimate controlling party of the Company is Marlin Ultimate GP, LLC.


26.


Subsequent events

The Company has evaluated subsequent events occurring through September 30, 2026, the date that the consolidated financial statements were ready to be issued, for events requiring recording or disclosure in the Company’s consolidated financial statements.

There are no subsequent events to disclose.


27.


Early adoption of FRS 102 amendments

The company has early adopted the amendments to FRS 102 issued in 2024 regarding the treatment of lease liabilities, effective for periods beginning on or after 1 January 2026.

The amendments were originally effective for periods beginning on or after 1 January 2026. However, the company has elected to adopt them early for the financial year ended 31 December 2024.

The financial statements have been prepared in compliance with FRS 102 as amended.

Had the company not early adopted the amendments, the lease liabilities would have been recognized in accordance with the previous treatment, and there would have been a different classification of liabilities in the balance sheet.

Page 41