REGISTERED NUMBER: 07481903 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements

for the Period 1 February 2025 to 31 December 2025

for

Sliced Bread Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Profit and Loss Account

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTOR:

Mr J Newton

REGISTERED OFFICE:

Gowling Wlg (UK) LLP

4 More London Riverside

London

SE1 2AU

REGISTERED NUMBER:

07481903 (England and Wales)

AUDITORS:

Thompson Wright (Audit) Limited

Chartered Accountants

and Statutory Auditors

Ebenezer House

Ryecroft

Newcastle under Lyme

Staffordshire

ST5 2BE

The director presents his strategic report for the period 1 February 2025 to 31 December 2025.

REVIEW OF BUSINESS

During the period, the Company changed its accounting reference date from 31 January to 31 December. These financial statements therefore cover the 11-month period ended 31 December 2025, whereas the comparative figures relate to the 12 months ended 31 January 2025. The two reporting periods are not of equal length, and the movements described below should be read with this difference in mind.

Revenue for the period was £7.92m (12 months ended 31 January 2025: £7.43m), representing growth of 7% achieved over a period one month shorter than the comparative year. Gross margin reduced to 34% (12 months ended 31 January 2025 57%), reflecting a deliberate increase in cost of sales salaries and wages during the period as the Company invested in capacity ahead of anticipated growth and to support the scaling of operations after the acquisition of Felix Spain Bidco, S.L. ("vLex"). The Company reported a Profit (loss) before tax of (£9.7m) for the period (12 months ended 31 January 2025: (£0.3m)).The loss was anticipated by the directors and reflects the significant investment made during the period in people, product and acquisition-related activity.

Notwithstanding the loss for the period, the Board considers the year-end position of the Company's financial position to be strong, with net assets of £706.1m (12 months ended 31 January 2025: £2.6m) and cash reserves of £2.9m (12 months ended 31 January 2025: £1.1m). This provides a solid platform for continued investment in enterprise legal practice management, including the Company's expansion into the artificial intelligence space following the acquisition of vLex.

Future Developments

The directors anticipate that the Company will continue to grow within the enterprise legal management software space, both by expanding its existing customer space and by cross-selling the artificial intelligence capabilities acquired through the vLex acquisition.

PRINCIPAL RISKS AND UNCERTAINTIES

Market risk - exposure to fluctuations in SaaS demand and pricing pressure from competitors in a highly competitive software market, mitigated by product differentiation, ongoing investment in the platform and diversification of the customer base.

Financial risk - exposure to foreign exchange and interest rate movements, managed through regular treasury review.

Regulatory risk - evolving data protection, privacy and software regulation, monitored through ongoing compliance review.

Cyber security risk - the increasing threat of cyber-attack, mitigated through investment in IT infrastructure, security controls and staff training.

KEY PERFORMANCE INDICATORS

The directors monitor performance against the following KPIs:

KPI

11-month period ended 31 December 2025

12 months ended 31 January 2025

Revenue growth

7%

50%

Gross margin

34%

57%

Profit (loss) before taxation

(£9.7m)

(£0.3m)

ON BEHALF OF THE BOARD:

Mr J Newton - Director

23 October 2026

The director presents his report with the financial statements of the company for the period 1 February 2025 to 31 December 2025.

DIVIDENDS

The total distribution of dividends for the period ended 31 December 2025 was £25,000.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 1 February 2025 to the date of this report are as follows:

Mr N J Humphrey - resigned 1 March 2025

Mr B C Nicholson - resigned 1 March 2025

Mr J Newton - appointed 1 March 2025

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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 of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mr J Newton - Director

23 October 2026

Opinion

We have audited the financial statements of Sliced Bread Limited (the 'company') for the period ended 31 December 2025 which comprise the Profit and Loss Account, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 101 'Reduced Disclosure Framework' (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 loss for the period 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 Auditors' 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from 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.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies 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 the audit:

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, 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 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 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 company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- the Senior Statutory Auditor ensured that the audit 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 software sector;

- 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, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental consumer rights act, other industry specific accreditations and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; 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 risk of fraud through management bias and override of 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

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

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 directors and other management and the inspection of regulatory and legal correspondence, if any.

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 Report of the Auditors.

Other matters which we are required to address

In the previous accounting period the directors of the company took advantage of audit exemption under s477 of the Companies Act. Therefore the prior period financial statements were not subject to audit.

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 a Report of the Auditors 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.

Jeremy Bostock FCA BFP BA(Hons) (Senior Statutory Auditor)

for and on behalf of Thompson Wright (Audit) Limited

Chartered Accountants

and Statutory Auditors

Ebenezer House

Ryecroft

Newcastle under Lyme

Staffordshire

ST5 2BE

23 October 2026

TURNOVER

3

7,921,051

7,428,848

Cost of sales

5,267,050

3,216,041

GROSS PROFIT

2,654,001

4,212,807

Distribution costs

342,788

730,764

Administrative expenses

12,058,642

3,714,708

12,401,430

4,445,472

(9,747,429

)

(232,665

)

Other operating income

57,873

(25,301

)

OPERATING LOSS

(9,689,556

)

(257,966

)

Interest receivable and similar income

1,463

3,350

(9,688,093

)

(254,616

)

Gain/loss on revaluation of tangible assets

(1,006

)

-

(9,689,099

)

(254,616

)

Interest payable and similar expenses

5

6,689

43,075

LOSS BEFORE TAXATION

6

(9,695,788

)

(297,691

)

Tax on loss

7

(1,198,794

)

149,107

LOSS FOR THE FINANCIAL PERIOD

(8,496,994

)

(446,798

)

LOSS FOR THE PERIOD

(8,496,994

)

(446,798

)

OTHER COMPREHENSIVE INCOME

Item that will not be reclassified to profit or loss:

Foreign exchange movement

86,300

-

Income tax relating to item that will not be reclassified to profit or loss

-

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

86,300

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(8,410,694

)

(446,798

)

FIXED ASSETS

Owned

Intangible assets

9

-

4,731,775

Tangible assets

10

259,009

63,397

Right-of-use

Tangible assets

10, 16

27,431

-

Investments

11

769,467,870

-

769,754,310

4,795,172

CURRENT ASSETS

Debtors

12

6,125,187

1,906,178

Cash at bank and in hand

2,893,993

1,084,691

9,019,180

2,990,869

CREDITORS

Amounts falling due within one year

13

72,716,624

3,683,453

NET CURRENT LIABILITIES

(63,697,444

)

(692,584

)

TOTAL ASSETS LESS CURRENT LIABILITIES

706,056,866

4,102,588

CREDITORS

Amounts falling due after more than one year

14

-

(311,991

)

PROVISIONS FOR LIABILITIES

18

-

(1,198,794

)

NET ASSETS

706,056,866

2,591,803

CAPITAL AND RESERVES

Called up share capital

19

46

3

Share premium

20

711,112,582

1,031,839

Capital contribution reserve

20

1,819,971

-

Other reserves

20

86,300

-

Retained earnings

20

(6,962,033

)

1,559,961

SHAREHOLDERS' FUNDS

706,056,866

2,591,803

The financial statements were approved by the director and authorised for issue on 23 October 2026 and were signed by:

Mr J Newton - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 February 2024

3

2,537,289

991,839

Changes in equity

Issue of share capital

-

-

40,000

Dividends

-

(530,530

)

-

Total comprehensive income

-

(446,798

)

-

Balance at 31 January 2025

3

1,559,961

1,031,839

Changes in equity

Issue of share capital

43

-

710,080,743

Dividends

-

(25,000

)

-

Total comprehensive income

-

(8,496,994

)

-

Balance at 31 December 2025

46

(6,962,033

)

711,112,582

Capital

contribution

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 February 2024

-

-

3,529,131

Changes in equity

Issue of share capital

-

-

40,000

Dividends

-

-

(530,530

)

Total comprehensive income

-

-

(446,798

)

Balance at 31 January 2025

-

-

2,591,803

Changes in equity

Issue of share capital

-

-

710,080,786

Dividends

-

-

(25,000

)

Total comprehensive income

-

86,300

(8,410,694

)

Capital contribution

1,819,971

-

1,819,971

Balance at 31 December 2025

1,819,971

86,300

706,056,866

1.	STATUTORY INFORMATION

Sliced Bread Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Transition

At 1st February 2025, the company transitioned from FRS102 Section 1A to FRS101 reporting standard.

The overall impact of the transition related to recognition of leases as right of use assets. The adoption of FRS101 resulted in an addition of £62,720 at 1st February 2025.

Going concern

Although the balance sheet shows net current liabilities of £63,697,444 (31 January 2025: £692,584), the directors have considered the company’s ability to meet its liabilities as they fall due and are satisfied that the company will continue to receive financial support from the wider group, following its recent investment in the vLex group, for at least 12 months from the date of approval of these financial statements

The financial statements contain information about Sliced Bread Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Themis Solutions Inc, whose registered office is: 300 - 4611 Canada Way, Burnaby BC, Canada V5G 4X3

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

-

paragraphs 76 and 79(d) of IAS 40 Investment Property; and

-

paragraph 50 of IAS 41 Agriculture;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions

The company makes estimates and assumption concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Critical areas of judgement

The work in progress included stock internally generated and which the directors apply deductions to in order to assess its value excluding any profit element and allowing for future expected costs. This is applied consistently year on year and based on management's assessment of costs to complete and anticipated profit margins historically achieved.

The fair value of the Company’s unquoted investments is determined at cost. As observable market prices are not available, the valuation involves significant management estimates.

Turnover

Turnover is measured at the transaction price, being the amount of consideration the company expects to be entitled to in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties such as value added tax and other sales taxes. Turnover is stated net of discounts and rebates.

Turnover is recognised when (or as) the company satisfies a performance obligation by transferring control of a promised good or service to the customer. Where a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on its relative standalone selling price.

Amounts invoiced in advance of performance are recognised as deferred income. Amounts recognised as revenue before the company has an unconditional right to invoice are recognised as accrued income.

Sale of goods

Turnover from the sale of goods is recognised at the point in time when control of the goods transfers to the customer, which is generally on delivery or acceptance by the customer.

Long term licensing contracts

Turnover from licensing contracts is recognised over time, as the company’s performance creates or enhances an asset that the customer controls, or creates an asset with no alternative use to the company for which the company has an enforceable right to payment for performance to date.

Long term support contracts

Revenue from long term support contracts is recognised on a straight line basis over the period of the contract, as the customer simultaneously receives and consumes the benefits provided by the company’s performance.

Domain name

Domain name costs are initially measured at cost. After initial recognition, the costs are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Domain name costs are being amortised evenly over its estimated useful life of one year.

Development costs

Research and development expenditure is written off as incurred, except that development expenditure incurred on an individual project is capitalised as an intangible asset when the company can demonstrate:

a) the technical feasibility of completing the intangible asset so that it will be available for use or sale,

b) its intention to complete and its ability to use or sell the asset,

c) how the asset will generate future economic benefits,

d) the availability of resources to complete the asset and the ability to measure reliably the expenditure during development.

Previously, the policy was following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised evenly over the period of expected future benefit which is estimated as 10 years. During the period of development the asset is tested for impairment annually.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each assets over its estimated useful life or, over the lease term, whichever is the shorter.

Short leasehold

- lesser of lease term or useful life

Office furniture

- 5 years straight-line

Computer equipment

- 2 - 3 years straight-line

Impairment of tangible and intangible assets

At each reporting date, the company reviews the carrying amounts of its tangible fixed 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.

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.

Financial instruments

The company enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, bank financing facilities and loans from related parties.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specific categories, depending on the nature and purpose of the

financial assets.

Financial assets at fair value through profit or loss

The company does not hold any financial assets at fair value through profit and loss.

Financial assets held at amortised cost

The company classifies all of its financial assets as loans and receivables, measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (e.g trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

The company does not hold any financial assets at fair value through other comprehensive income.

Impairment of financial assets

The Company recognises loss allowances for expected credit losses on financial assets measured at amortised cost. Loss allowances are reassessed at each reporting date.

For trade receivables without a significant financing component, the Company applies the simplified approach and recognises lifetime expected credit losses. These are assessed using historical loss experience, adjusted for current conditions and reasonable and supportable forecasts of future economic conditions.

For other financial assets, loss allowances are initially measured at an amount equal to 12-month expected credit losses. Where credit risk has increased significantly since initial recognition, lifetime expected credit losses are recognised. This assessment considers changes in the borrower’s financial position, payment history and other relevant forward-looking information. Twelve-month expected credit losses represent lifetime cash shortfalls arising from defaults possible within the following 12 months.

Expected credit losses reflect probability-weighted cash shortfalls, discounted using the original effective interest rate where applicable. Impairment losses and reversals are recognised in profit or loss, with corresponding adjustments to the loss allowance.

Financial assets are written off, wholly or partially, when there is no reasonable expectation of recovery.

Derecognition of financial assets

Financial assets are derecognised when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provision of the instruments. The company classifies all of its financial liabilities at amortised cost.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit and loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

- it has been incurred principally for the purpose of repurchasing it in the near term, or

- on initial recognition it is part of a portfolio of identified financial instruments that are managed together and has a recent actual pattern of short-term profit taking, or

- it is a derivative that is not designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company's obligations are discharged, cancelled, or they expire.

Equity instruments

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

Taxation

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 substantially enacted by the reporting end date.

Foreign currencies

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

Leases

At lease commencement, the company recognises a right-of-use asset and a lease liability for all leases, except short-term and low-value leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset's remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

The company has elected not to recognise right-of-use assets and lease liabilities for short term leases of machinery that have a term of 12 months or less, or for leases of low value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight line basis over the lease term.

Employee benefit costs

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

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under 'current liabilities' on the Statement of Financial Position.

Investment

Investments in subsidiary undertakings are recognised at cost.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

Period

1.2.25

to

Year Ended

31.12.25

31.1.25

£

£

Professional services

1,914,347

3,907,649

Licence sales

6,006,704

3,521,199

7,921,051

7,428,848

4.	EMPLOYEES AND DIRECTORS

Period

1.2.25

to

Year Ended

31.12.25

31.1.25

£

£

Wages and salaries

8,610,660

2,345,899

Other pension costs

162,104

103,874

8,772,764

2,449,773

The average number of employees during the period was as follows:

Period

1.2.25

to

Year Ended

31.12.25

31.1.25

Staff

81

55

Employees of the company participate in a scheme operated by Themis Solutions Inc. Under the scheme, employees are granted options to acquire in Themis Solutions Inc.

The expense recognised in respect of these arrangements during the year included in wages and salaries was £1,819,971 (31.1.25 - £Nil).

Period

1.2.25

to

Year Ended

31.12.25

31.1.25

£

£

Directors' remuneration

4,167

54,388

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.2.25

to

Year Ended

31.12.25

31.1.25

£

£

Other loan interest

2,669

(3,500

)

Loan

4,020

46,575

6,689

43,075

6.	LOSS BEFORE TAXATION

The loss before taxation is stated after charging/(crediting):

Period 1.2.25 to 31.12.25

Year ended 31.1.25

£

£

Depreciation - owned assets

31,288

23,151

Depreciation - right-of-use assets

35,289

-

Loss on disposal of fixed assets

57,728

-

Domain name amortisation

4,507

22,536

Development cost amortisation

-

874,145

Auditors remuneration

27,750

-

Foreign exchange differences

(57,873)

25,301

7.

TAXATION

Analysis of tax (income)/expense

Period

1.2.25

to

Year Ended

31.12.25

31.1.25

£

£

Current tax:

R&D relief claim

-

(81,397

)

Deferred tax

(1,198,794

)

230,504

Total tax (income)/expense in profit and loss account

(1,198,794

)

149,107