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Financial Statements
Moloco UK Limited
For the year ended 31 December 2025
Registered number: 12097069
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Company Information
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Chartered Accountants & Statutory Auditors
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12 - 15 Donegall Square West
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JP Morgan Chase Bank, NA - London Branch,
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Contents
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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Strategic Report
For the year ended 31 December 2025
The director has the pleasure in presenting the strategic report of the Company for the year ended 31 December 2025.
The Company’s principal activity during the period was to provide sales and marketing and other services to group companies.
Results and business review
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In the year ended 31 December 2025 the Company made a profit on ordinary activities before taxation of £1,113,689 (2024 - £634,887 profit). Overall, at the year end the Company had net assets of £6,004,625 (2024 - £3,215,759). The directors consider the results for the period and the period-end position to be satisfactory and in line with the economic and market conditions.
Principal risks and uncertainties
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The director considers that the principal risks and uncertainties faced by the Company are in the following categories:
Economic risk
The risk of increased interest rates and/or inflation and fluctuations in exchange rates may have an adverse impact on served markets.
Financial risk
All key financial figures are monitored on an ongoing basis.
People in our business
The continued success of the Company has been achieved by the people working in it. There are many quality members of staff and the relatively low turnover of personnel reflects the general policy of providing good terms and conditions of employment while dealing with staff as well as other stakeholders in the business, in a fair and consistent manner.
The Company plans to continue with its current activities.
Page 1
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Strategic Report (continued)
For the year ended 31 December 2025
Financial key performance indicators
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The director considers the following measures to be important indicators of the underlying performance of the business:
This report was approved by the board on 26 October 2026 and signed on its behalf.
Page 2
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Director's Report
For the year ended 31 December 2025
The director presents his report and the audited financial statements for the year ended 31 December 2025.
Director's responsibilities statement
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The director is responsible for preparing the Strategic Report, the Director's Report 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 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 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 for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the company during the year was to provide sales and marketing and other services to group companies.
The profit for the year, after taxation, amounted to £888,844 (2024 - £468,566).
The directors do not recommend the payment of a dividend for the year ended 2025 (2024 - NIL).
The director who served during the year was:
Page 3
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Director's Report (continued)
For the year ended 31 December 2025
Matters covered in the Strategic Report
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In accordance with 7.1A of "Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008" the Company has elected to disclose the following directors report information in the strategic report:
∙Principal activities and business review;
∙Principal risks and uncertainties;
∙Key performance indicators; and
∙Future developments.
Disclosure of information to auditor
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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'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's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 26 October 2026 and signed on its behalf.
Page 4
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Independent Auditor's Report to the Members of Moloco UK Limited
We have audited the financial statements of Moloco UK Limited, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity for the financial year ended 31 December 2025, and the related 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion, Moloco UK Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2025 and of its financial performance and cash flows for the financial year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 'Responsibilities of the auditor 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 United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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
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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 the date 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 5
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Independent Auditor's Report to the Members of Moloco UK Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon, including the Director's Report and the Strategic Report. The director is responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Director's Report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Director's Report and the Strategic Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Director's Report and the Strategic Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of 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 6
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Independent Auditor's Report to the Members of Moloco UK Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
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Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102 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, management 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
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The objectives of an auditor 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 their 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.
A further description of an auditor's 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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Data Privacy laws and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
Page 7
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Independent Auditor's Report to the Members of Moloco UK Limited (continued)
Responsibilities of the auditor for the audit of the financial statements (continued)
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management on the policies in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Company's regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;
∙gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of appropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; challenging assumptions and judgements made by management in their significant accounting estimates, including estimating an allowance for the impairment of debtors, impairment of investments and estimation used in calculating share based payments; and
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentation or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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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.
Nikita Lynn (Senior Statutory Auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants
Statutory Auditors
Belfast
Date: 26 October 2026
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Statement of Comprehensive Income
For the year ended 31 December 2025
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Interest receivable and similar income
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Profit for the financial year
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There was no other comprehensive income for 2025 (2024 - £NIL).
All amounts relate to continuing operations.
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The notes on pages 13 to 26 form part of these financial statements.
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Page 9
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Moloco UK Limited
Registered number:12097069
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Balance Sheet
As at 31 December 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Share based payment reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 October 2026.
The notes on pages 13 to 26 form part of these financial statements.
Page 10
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Statement of Changes in Equity
For the year ended 31 December 2025
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Share based payment reserve
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Share-based payments for the year
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Statement of Changes in Equity
For the year ended 31 December 2024
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Share based payment reserve
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Share-based payments for the year
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The notes on pages 13 to 26 form part of these financial statements.
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Page 11
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Statement of Cash Flows
For the year ended 31 December 2025
Cash flows from operating activities
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Profit for the financial year
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Depreciation of tangible assets
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Increase/(decrease) in creditors
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Net cash (used in)/generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Net cash used in investing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 13 to 26 form part of these financial statements.
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Page 12
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Notes to the Financial Statements
For the year ended 31 December 2025
Moloco UK Limited is a private company, limited by shares, incorporated in England and Wales, registered number 12097069. The registered office is 27 Old Gloucester Street, London, England, WC1N 3AX.
The principal activity of the company continued to be that of services provided to other group companies.
2.Accounting policies
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Basis of preparation of financial statements
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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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The director has considered the Company's strategy together with the wider Moloco Group strategy and, based on the responses to their enquiries, the director, at the time of approving the financial statements, has determined that there is reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future. In assessing this, the director has considered cash flow and forecasts, together with performance of the entity post year end, in particular context to the wider Moloco Group. The director has received a letter confirming financial support from Moloco Inc.(US), which will enable the Company to meet its liabilities as they fall due for at least the next 12 months from the date of signing these financial statements.
Page 13
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Notes to the Financial Statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
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 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'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Page 14
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Notes to the Financial Statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.
The Company estimates the fair value of stock-based awards to employees on the date of grant.
The Company uses the Black-Scholes option-pricing model as the method for determining the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of subjective assumptions, which determine the fair value of stock-based awards, including the option's expected term and the price volatility of the underlying stock. In addition, certain estimates are made in determining forfeiture rates.
RSUs are valued at fair value based on the market value of Moloco Inc.'s common stock at the date of grant determined by the Moloco Inc's Board with input from management and third-party valuation specialists. Where the parent company recharges the costs of awards granted to employees, the recharge is treated as equity settled in the subsidiary accounts.
The Company recognizes compensation expense associated with awards granted to employees over the vesting period net of forfeitures.
Page 15
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Notes to the Financial Statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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Current and deferred taxation
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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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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.
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:
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 16
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Notes to the Financial Statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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.
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Cash and cash equivalents
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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 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 Company's cash management.
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.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The company has chosen to adopt sections 11 and 12 of FRS102. Basic financial assets, including trade and intercompany receivables and cash balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction. At the end of each reporting period the assets are assessed for impairment, and any difference between the carrying amount and the present value is recognised in profit and loss.
Basic financial liabilities, including trade and other payables and loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction and subsequently at amortised cost using the effective interest rate method.
Page 17
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Notes to the Financial Statements
For the year ended 31 December 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are required when applying accounting policies. These 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.
The Company makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates 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 addressed below:
Estimating useful lives of depreciable assets
The annual depreciation charge depends primarily on the estimated lives of each type of asset and, in certain circumstances, estimates of fair values and residual values. The directors annually review these asset lives and adjust them as necessary to reflect current thinking on remaining lives in light of technological change, prospective economic utilisation and physical condition of the assets concerned. Changes in asset lives can have significant impact on depreciation charges for the period. It is not practical to quantify the impact of changes in asset lives in use.
Allowance for impairment of debtors
Determining whether there are indicators of impairment of the Company's intercompany debtor at the Balance sheet date. In these cases, judgement used was based on the best available facts and circumstances including but not limited to, factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the subsidiary.
Estimations in respect of share based payments
The Company estimates the fair value of stock-based awards to employees on the date of grant.
The Company uses the Black-Scholes option-pricing model as the method for determining the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of subjective assumptions, which determine the fair value of stock-based awards, including the option's expected term and the price volatility of the underlying stock. In addition, certain estimates are made in determining forfeiture rates.
RSUs are valued at fair value based on the market value of Moloco Inc.'s common stock at the date of grant determined by the Moloco Inc's Board with input from management and third-party valuation specialists. Where the parent company recharges the costs of awards granted to employees, the recharge is treated as equity settled in the subsidiary accounts.
The Company recognizes compensation expense associated with awards granted to employees over the vesting period net of forfeitures.
Page 18
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Notes to the Financial Statements
For the year ended 31 December 2025
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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The operating profit is stated after charging:
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Depreciation of tangible fixed assets
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Other operating lease rentals
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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Fees payable to the Company's auditor for non-audit services
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Page 19
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Notes to the Financial Statements
For the year ended 31 December 2025
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Staff costs were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the director, during the year was as follows:
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There was £NIL directors' remuneration for the year (2024 - £NIL).
The key management are considered the director of the Company.
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Other interest receivable
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Page 20
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Notes to the Financial Statements
For the year ended 31 December 2025
9.Taxation (continued)
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Factors affecting tax charge for the year
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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:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 21
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Notes to the Financial Statements
For the year ended 31 December 2025
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Amounts owed by group undertakings
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Amounts due from group undertakings due within one year are unsecured and repayable on demand.
Other debtors comprise of security deposit, VAT receivable, and employee advancements.
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Page 22
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Notes to the Financial Statements
For the year ended 31 December 2025
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Trade and other creditors are payable at various dates over the coming months in accordance with the suppliers' usual customary credit terms.
Corporation tax and other taxes including social security are repayable at various dates over the coming months in accordance with the applicable statutory provisions.
Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.
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Financial assets held at cost
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Financial liabilities held at cost
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Financial assets held at cost comprise amounts owed by group undertakings.
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Financial liabilities held at cost comprise trade creditors, amounts owed to group undertakings, and accruals.
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Page 23
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Notes to the Financial Statements
For the year ended 31 December 2025
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Timing differences including those relating to share options
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Allotted, called up and fully paid
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100 (2024 - 100) Ordinary Shares shares of £1.00 each
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There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the
repayment of capital.
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Called up share capital
Called up share capital represents the nominal value of shares that have been issued.
Share Based Payment Reserve
Amounts included in this reserve represent the share-based payment expense in relation to share awards in the parent company, Moloco Inc., granted to employees of the company.
Profit and loss account
Profit and loss account - includes all current and prior period retained profits and losses.
Page 24
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Notes to the Financial Statements
For the year ended 31 December 2025
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Amounts included in the share-based payment reserve represent share-based payment expenses in relation to a Restricted Stock Unit "RSU" for certain employees of Moloco UK Ltd in the ultimate parent company Moloco Inc.
Moloco operates a Restricted Stock Unit (RSU) scheme under which employees are granted rights to receive shares in the ultimate parent company, subject to specified vesting conditions. Employee and shareholder interests by providing participation in the future growth in value of the parent company's equity. The awards vest over a defined service period, subject to continued employment and the satisfaction of any applicable vesting conditions. Upon vesting, employees become entitled to receive shares of the parent company and the associated value of those shares.
In the event that an employee terminates their employment before the vesting date, their rights to units lapse.
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Outstanding at the beginning of the year
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Lapsed/forfeited during the year
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Exercised during the year
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Outstanding at the end of the year
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In prior year, the number of share units issued, lapsed/forfeited, and exercised were 45,881, 5,562, and 36,916, respectively.
The fair value of the share units is considered a key source of estimation when calculating the share-based payment liability.
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The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £556,806 (2024 - £320,803). Contributions totalling £66,067 (2024 - £47,819) were payable to the fund at the balance sheet date and are included in creditors.
Page 25
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Notes to the Financial Statements
For the year ended 31 December 2025
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Commitments under operating leases
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has availed of the exemptions in FRS102 Section 33, Paragraph 33.1A which allows non disclosure of transactions between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.
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Post balance sheet events
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There have been no significant events affecting the Company since the year end and up to the date of this report.
The parent of the smallest and largest group for which consolidated accounts are drawn up of which this company is a member, is Moloco Inc., a company registered in the state of Delaware, United States of America. Those financial statements can be obtained from our offices at 135 Commonwealth Drive, Menlo Park, CA 94025-1105, United States.
The company's immediate and ultimate parent is Moloco Inc.
Page 26
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