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Registered number: 06938324 DENODO TECHNOLOGIES LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
DENODO TECHNOLOGIES LIMITED CONTENTS
| Page
Company information | 1
Strategic report | 2 - 5
Director's report | 6
Director's responsibilities statement | 7
Independent auditor's report | 8 - 11
Profit and loss account | 12
Balance sheet | 13
Statement of changes in equity | 14
Statement of cash flows | 15
Notes to the financial statements | 16 - 30
DENODO TECHNOLOGIES LIMITED COMPANY INFORMATION
Director | A Vina Castineiras
Company secretaries | C Patino Taylor Wessing Secretaries Limited
Registered number | 06938324
Registered office | 5 New Street Square
| London
| EC4A 3TW
Independent auditor | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
DENODO TECHNOLOGIES LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The director presents the strategic report of Denodo Technologies Limited ("Denodo UK") for the year ended 31 December 2025.
Principal activity
Denodo is an information technology and software services company providing enterprise data integration and management solutions to customers worldwide with the Company’s proprietary data virtualization software products. Denodo provides a data management platform designed to transform enterprise data into reliable insights for Artificial Intelligence ("AI"), analytics, and self-service initiatives. Unlike traditional “extract, transform, load” (“ETL”) data integration and management solutions that replicate data from disparate sources into a new destination system, the Company’s data virtualization software leaves the data in their source systems and creates a unified virtual data layer integrating all of an organization’s data from sources stored in on-premises applications, cloud, big data, and unstructured data sources. Unified virtual data layers allow organizations to focus on their business goals without wasting time worrying about where data is housed or how it is formatted. The Denodo Platform is one logical platform for all enterprise data, enhancing decision-making, driving operational efficiency, and facilitating swift responses to evolving business and market trends. The Denodo Group offers various types of licensing on the Denodo Platform under term-based license subscriptions, or hourly and yearly subscriptions, depending on the Denodo Platform edition purchased, as well as training, and support services related to the Denodo Platform. Denodo’s sales strategy is mainly direct sales through field sales teams, with strong marketing and inside sales support, along with focused investment on fast-growing markets. The Company also plans to target customers indirectly through a mix of global and regional partners. Denodo UK is based in London and operates within the UK, northern Europe, and South Africa as a wholly-owned subsidiary for Denodo S.L.U. (Denodo ES), a subsidiary of the Denodo group parent Denodo Technologies, Inc. (Denodo US).
Business review
Denodo UK shows organic growth of 34.61% in revenue in 2025 compared to 2024. Overhead expenses remain stable and in line with the prior year, while Salaries & Wages reflected a year-over-year increase of 7.2%. Denodo UK ended the year with cash balances of £2,601,073 (2024: £2,157,943). In 2024, Denodo UK replaced its sublicensing agreement with the limited risk distribution model with Denodo US as a principal. This guarantees Denodo UK to receive routine returns on its distribution activity. This includes activities such as sales generation, marketing, contract negotiation, contract execution, and customer support. On 13 September 2023, the controlling parent Denodo US, and TPG (NASDAQ: TPG), a global alternative asset management firm, signed an agreement for TPG Growth, the firm’s middle market and growth equity platform, to invest $336 million in Denodo’s Series B preferred equity. The transaction included both primary capital and a secondary sale of shares by HGGC. HGGC, which invested in Denodo’s Series A investment round in 2017, remained a significant investor. Page 2
DENODO TECHNOLOGIES LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Future Developments
Denodo UK continues to be focused on long-term growth and to expand its market share within the U.K. northern Europe and South Africa by expanding penetration within both new and established customer segments. The Data Integration industry is expected to increase at an annual growth rate of 9.12 percent to reach $22.17 billion of total revenue in 2031 from $14.33 billion in 2026. This momentum is propelled by several structural shifts: AI & Real-Time Analytics: Enterprises are migrating from traditional batch-based processing to real-time pipelines to support artificial intelligence, generative AI adoption, and advanced learning algorithms. Architecture & Governance: While cloud-first modernization remains dominant, there is escalating demand for hybrid architectures to balance scalability with regulatory data sovereignty. Concurrently, organizations are prioritizing governed semantic layers to ensure data consistency and reduce AI model error rates. Platform Consolidation: The market is shifting toward unified platforms that integrate ingestion, transformation, activation, and governance. While skills shortages and rising data egress costs act as minor headwinds, they are accelerating the adoption of managed and outsourced integration services. In the near future, Denodo plans to operationalize marketing efforts in new countries, redefine a new subscription plan portfolio, redefine cloud product marketing promotion, participate in customer engagement programs through virtual events, introduce a worldwide marketing program for partners, and work on market intelligence support and marketing automation initiatives. To further strengthen its sales, Denodo will focus on consolidating product marketing practice, completing direct sales teams, consolidating regional structure, self-service online enablement, and education for customers, developers, and partners. Denodo introduced version 9.4 of the Denodo Platform in March 2026. This release strengthens how data, AI, and business teams access, understand, and use enterprise data — improving performance, reducing complexity, and building trust in AI-driven decisions. Companies are shifting their focus from merely experimenting with AI to driving actual business results with it. To support this transition, Denodo Platform 9.4 delivers a strong data foundation built on enhanced performance, robust governance, and real-time data access. This ensures that data teams, AI teams, and business users can successfully deploy trusted, production-ready AI applications that provide a competitive advantage. The Director does not anticipate, at the date of this report, any other likely significant changes to the company’s activities in 2026. Page 3
DENODO TECHNOLOGIES LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
Denodo UK’s activities are subject to risks and uncertainties, which may affect future financial performance. The key business risks are generally related to the UK economy, including competition, credit, and liquidity risks. Wage inflation One of the risk factors for Denodo UK is wage inflation. The high demand for technology resources, along with current macro-economic conditions, has created wage inflation across the company and this is being regularly reviewed by the senior leadership team and board of directors to ensure that Denodo UK remains competitive in the current market. Credit ris k Additionally, Denodo UK, as a distributor, bears limited market risk as well as limited credit and collections risk when selling the Group’s software product to third parties. Similarly, Denodo UK bears limited product liability and limited warranty risk for all products and services provided to third-party customers. In order to avoid liquidity risk, Denodo UK monitors regularly its projected cash flow to ensure sufficient funds to meet working capital and investment requirements. Foreign exchange risk Furthermore, Denodo UK bears foreign exchange risk in that it uses the British Pound as its functional currency but makes payments and issues invoices in Euros and USD. Therefore, it is subject to currency rate fluctuations. Liquidity risk The company has significant cash reserves and support from its wider group and is therefore well placed to grow the business as opportunities arise.
Financial key performance indicators
The directors use several Financial key performance indicators to effectively measure its ongoing development and to monitor the performance of the company. They regard the following as the key performance indicators: ∙Revenue: defined as revenue from the sale of subscription licenses and the related maintenance and professional services. ∙Gross profit: defined as revenue less direct costs associated with producing the services provided. ∙EBITDA: defined as operating profit plus depreciation and amortisation. Denodo UK’s key performance indicators during the year were:
|  | Year ended 31 December 2025 | Year ended 31 December 2024
| Revenue | £18,601,371 | £13,823,613
| Gross Profit | £8,535,809 | £7,446,578
| Gross Profit % | 46% | 54%
| EBITDA | £308,396 | £332,410
Page 4
DENODO TECHNOLOGIES LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 This report was approved by the sole director.
A Vina Castineiras Director
Date: 29 June 2026
Page 5
DENODO TECHNOLOGIES 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.
Results and dividends
The profit for the year, after taxation, amounted to £302,402 (2024 - £661,662). There were no dividends declared or paid in either financial year.
Director
The director who served during the year was:
A Vina Castineiras
Matters covered in the Strategic report
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
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'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. This report was approved by the sole director.
A Vina Castineiras Director
Date: 29 June 2026
Page 6
DENODO TECHNOLOGIES LIMITED DIRECTOR'S RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 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. Page 7
DENODO TECHNOLOGIES LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DENODO TECHNOLOGIES LIMITED FOR THE YEAR ENDED 31 DECEMBER 2025
Opinion
We have audited the financial statements of Denodo Technologies Limited (the 'company') for the year ended 31 December 2025, which comprise the profit and loss account, the balance sheet, the statement of cash flows, the statement of changes in equity and the 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 company's affairs as at 31 December 2025 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for 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 company 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 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 8
DENODO TECHNOLOGIES LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DENODO TECHNOLOGIES LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 directors
As explained more fully in the director's responsibilities statement set out on page 7, 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 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. Page 9
DENODO TECHNOLOGIES LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DENODO TECHNOLOGIES LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
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 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: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the company through discussions with senior management, and from our commercial knowledge and experience of the computer 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 and data protection, anti-bribery and employment 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 a sample of journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 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; and ∙enquiring of management as to actual and potential litigation and claims. 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 Page 10
DENODO TECHNOLOGIES LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DENODO TECHNOLOGIES LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Nicholas Anderson (senior statutory auditor) for and on behalf of Blick Rothenberg Audit LLP Chartered Accountants Statutory Auditor 16 Great Queen Street Covent Garden London WC2B 5AH Date: 3 July 2026 Page 11
DENODO TECHNOLOGIES LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 18,601,371 | 13,823,613
Cost of sales |  | (10,065,562) | (6,377,035)
Gross profit |  | 8,535,809 | 7,446,578
Administrative expenses |  | (8,240,431) | (7,127,994)
Operating profit | 5 | 295,378 | 318,584
Interest receivable and similar income | 7 | 11,389 | 2,652
Interest payable and similar expenses | 8 | (4,365) | (4,549)
Profit before taxation |  | 302,402 | 316,687
Tax on profit | 9 | - | 344,975
Profit for the financial year |  | 302,402 | 661,662
There are no items of other comprehensive income for either the year or the prior year other than the profit for the year. Accordingly, no statement of other comprehensive income has been presented.
Page 12
|  | REGISTERED NUMBER:06938324
DENODO TECHNOLOGIES LIMITED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 10 |  | 12,518 |  | 23,235
|  |  | 12,518 |  | 23,235
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 11 | 3,222,491 |  | 1,615,165 |
Debtors: amounts falling due within one year | 11 | 9,958,349 |  | 5,237,542 |
Cash at bank and in hand | 12 | 2,601,073 |  | 2,157,943 |
|  | 15,781,913 |  | 9,010,650 |
Creditors: amounts falling due within one year | 13 | (12,618,159) |  | (6,090,343) |
Net current assets |  |  | 3,163,754 |  | 2,920,307
Total assets less current liabilities |  |  | 3,176,272 |  | 2,943,542
Creditors: amounts falling due after more than one year | 14 |  | (838,906) |  | (1,025,252)
Net assets |  |  | 2,337,366 |  | 1,918,290
Capital and reserves |  |  |  |  |
Called up share capital | 16 |  | 10 |  | 10
Other reserves | 17 |  | 667,182 |  | 550,508
Profit and loss account | 17 |  | 1,670,174 |  | 1,367,772
Total equity |  |  | 2,337,366 |  | 1,918,290
The financial statements were approved and authorised for issue by the sole director:.
A Vina Castineiras
Director
Date: 29 June 2026
The notes on pages 16 to 30 form part of these financial statements. Page 13
DENODO TECHNOLOGIES LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 10 | 406,261 | 706,110 | 1,112,381
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 661,662 | 661,662
Contributions by and distributions to owners |  |  |  |
Equity-settled share-based payment expense | - | 144,247 | - | 144,247
At 31 December 2024 | 10 | 550,508 | 1,367,772 | 1,918,290
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 302,402 | 302,402
Total comprehensive income for the year | - | - | 302,402 | 302,402
Contributions by and distributions to owners |  |  |  |
Equity-settled share-based payment expense | - | 116,674 | - | 116,674
Total transactions with owners | - | 116,674 | - | 116,674
At 31 December 2025 | 10 | 667,182 | 1,670,174 | 2,337,366
| The notes on pages 16 to 30 form part of these financial statements.
Page 14
DENODO TECHNOLOGIES LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 302,402 | 661,662
Adjustments for: |  |
Depreciation of tangible assets | 13,018 | 13,826
Interest payable and similar expenses | 4,365 | 4,549
Interest receivable and similar income | (11,389) | (2,652)
Taxation charge | - | (344,975)
(Increase)/decrease in debtors | (5,731,344) | 1,717,120
Increase/(decrease) in creditors | 1,377,316 | (1,929,570)
Increase/(decrease) in amounts owed to groups | 4,367,365 | (90,469)
Corporation tax received | - | 31,250
Equity-settled share-based payment expense | 116,674 | 144,247
Net cash generated from operating activities | 438,407 | 204,988
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (2,301) | (6,560)
Interest received | 11,389 | -
Net cash from/(used in) investing activities | 9,088 | (6,560)
Cash flows from financing activities |  |
Interest paid | (4,365) | (1,897)
Net cash used in financing activities | (4,365) | (1,897)
Net increase in cash and cash equivalents | 443,130 | 196,531
Cash and cash equivalents at beginning of year | 2,157,943 | 1,961,412
Cash and cash equivalents at the end of year | 2,601,073 | 2,157,943
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,601,073 | 2,157,943
Page 15
DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Denodo Technologies Limited is an information technology and software services company providing enterprise data integration and management solutions with the group's proprietary data virtualization software products. The company is a private company limited by shares incorporated in England and Wales. The address of its registered office is 5 New Street Square, London, EC4A 3TW. The company's principal place of business is First Floor 10 Eastbourne Terrace, London, W2 6LG. The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 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 management to exercise judgement in applying the company's accounting policies (see note 3).
| 2.2 | Going concern
Having considered post year end trading and financial results, cash reserves and group support, and after making enquiries, the director has a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, he continues to adopt the going concern basis in preparing the financial statements.
| 2.3 | Turnover
Revenue represents amounts receivable from customers (net of VAT and sales taxes). The company derives revenue from the licensing of its software and related services, which include implementation and integration services, technical services, training and consulting. The company recognises revenue where all of the following conditions have been satisfied: ∙persuasive evidence of an arrangement exists; ∙physical delivery has occurred or services have been rendered; ∙the price to the customer is fixed or determinable; and ∙collectability is reasonably assured and there are no material conditions or contingencies attaching to the receipt of monies due. Revenue from software license sales is recognised based on the contractual terms agreed with the customer, and physical delivery and acceptance of the amounts due by the customer. Maintenance revenues associated with license sales are deferred and recognised rateably over the period in which the services are provided in accordance with the terms of the contract. Maintenance and support services that are sold as a bundle in an agreement are unbundled and recognised over the contract term. Page 16
DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Turnover (continued)
The incremental costs of obtaining licence contracts are recognised immediately. The incremental costs of obtaining maintenance contracts are recognised over the period of the expected life of the product. Professional services revenue is recognised in the period in which the services are provided in accordance with the revenue recognition criteria within FRS 102 Section 23. Professional services include consulting services and training courses. Deferred revenue represents revenue from product and service elements received in advance that does not yet qualify for revenue recognition under the company's revenue recognition policy.
| 2.4 | 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. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. 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:
|  |  |  | Leasehold improvements | - | 25% |
|  |  |  | Fixtures and fittings | - | 20% |
|  |  |  | Office equipment | - | 20% |
|  |  |  | Computer equipment | - | 33% |
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.
| 2.5 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Page 17
DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is Sterling £. 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. All foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.
| 2.7 | Financial Instruments
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. The company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Page 18
DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) Financial liabilities Basic financial liabilities, including trade and other creditors and amounts owed to group undertakings are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Page 19
DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Operating leases: the company as lessee
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.
| 2.9 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.10 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.11 | Pensions
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.
| 2.12 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. Page 20
DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | 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 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 is not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 21
DENODO TECHNOLOGIES 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
In the application of the company's accounting policies, which are described in note 2, the director is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgements and estimations that the directors have made in the process of applying the company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements: Judgements in applying accounting policies Unbundling revenue Maintenance revenues associated with license sales are deferred and recognised rateably over the period in which the services are provided in accordance with the terms of the contract. Maintenance and support services that are sold as a bundle in an agreement are unbundled and recognised over the contract term. There is judgement involved in respect of unbundling services and the revenue recognised over time. The company follows its group's post contract maintenance and support policy based on standalone selling price. Key sources of estimation uncertainty Deferred tax assets The company has estimated unrelieved tax losses of £1,391,442 (2024: £1,829,401) available for carry forward against future trading profits. At 31 December 2025 the company has a potential deferred tax asset in respect of these losses of £347,861 (2024: £457,350) which has been fully recognised due to the certainty of the timing of the recovery of the deferred tax asset. The company also has an unvested share option reserve of £667,182 (2024: £550,508) which has given rise to a deferred tax asset recognised of £166,796 (2024: £137,627). Assessments as to whether or not to recognise deferred tax assets involve forecasts of future taxable profits. These forecasts involve a series of complex judgements about future events and can rely heavily on estimates and assumptions. Actual outcomes could be different to the estimates and assumptions used in determining the forecasts.
4. | Turnover
The whole of the turnover is attributable to the principal activity of the company.
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 8,510,449 | 5,027,880
| Rest of Europe | 4,269,448 | 3,927,601
| Rest of the world | 5,821,474 | 4,868,132
|  | 18,601,371 | 13,823,613
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DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Defined contribution pension costs | 140,911 | 159,094
| Exchange differences | 216,204 | 73,317
| Other operating lease rentals | 262,744 | 262,744
| Share-based payment | 116,674 | 144,247
| Audit fees payable to the company's auditor | 32,500 | 30,450
| Non-audit fees payable to the company's auditor | 10,510 | 14,580
| Depreciation of tangible fixed assets | 13,018 | 13,826
6. | Employees
| Staff costs were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 5,112,353 | 4,648,798
| Social security costs | 575,526 | 478,154
| Cost of defined contribution scheme | 140,911 | 159,094
|  | 5,828,790 | 5,286,046
| The director received no remuneration during the year ended 31 December 2025 or the year ended 31 December 2024.
| The average monthly number of employees during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Management | 1 | 1
|  | Sales and administration | 28 | 31
|  |  | 29 | 32
7. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 11,389 | 2,652
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DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest payable | 4,365 | 4,549
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | - | (344,975)
| Total deferred tax | - | (344,975)
| Tax on profit | - | (344,975)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the effective rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit before taxation | 302,402 | 316,687
| Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 75,601 | 79,172
| Effects of: |  |
| Expenses not deductible for tax purposes | 32,963 | 2,595
| Capital allowances for year in excess of depreciation | 2,295 | 1,432
| Deferred tax not previously recognised | - | (370,353)
| Movement in deferred tax not recognised | (110,859) | (57,821)
| Total tax charge for the year | - | (344,975)
| Factors that may affect future tax charges
At the balance sheet date, there were tax losses in the company of £1,391,442 (2024: £1,829,401) available to be set off against future taxable profits. At 31 December 2025 the company has a potential deferred tax asset in respect of these losses of £347,861 (2024: £457,350) that has been fully recognised. Page 24
DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Tangible fixed assets
|  | Leasehold improvements | Fixtures and fittings | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 January 2025 | 14,950 | 26,625 | 2,208 | 73,886 | 117,669
| Additions | - | - | - | 2,301 | 2,301
| At 31 December 2025 | 14,950 | 26,625 | 2,208 | 76,187 | 119,970
| Depreciation |  |  |  |  |
| At 1 January 2025 | 6,621 | 26,625 | 2,208 | 58,980 | 94,434
| Charge for the year | 3,349 | - | - | 9,669 | 13,018
| At 31 December 2025 | 9,970 | 26,625 | 2,208 | 68,649 | 107,452
| Net book value |  |  |  |  |
| At 31 December 2025 | 4,980 | - | - | 7,538 | 12,518
| At 31 December 2024 | 8,329 | - | - | 14,906 | 23,235
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DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | 90,923 | 90,923
| Prepayments and accrued income | 3,131,568 | 1,524,242
|  | 3,222,491 | 1,615,165
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Trade debtors | 5,198,859 | 2,173,345
| Amounts owed by group undertakings | 596,789 | -
| Other debtors | 34,767 | 31,160
| Prepayments and accrued income | 3,532,959 | 2,438,062
| Deferred taxation | 594,975 | 594,975
|  | 9,958,349 | 5,237,542
12. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 2,601,073 | 2,157,943
13. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 91,297 | 70,782
| Amounts owed to group undertakings | 7,088,410 | 2,124,256
| Other taxation and social security | 568,088 | 433,951
| Other creditors | 5,601 | 23,205
| Accruals and deferred income | 4,864,763 | 3,438,149
|  | 12,618,159 | 6,090,343
| Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.
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DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accruals and deferred income | 838,906 | 1,025,252
15. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | 594,975
| At end of year | 594,975
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Tax losses carried forward | 457,348 | 457,348
| Timing difference on share based payment expense | 137,627 | 137,627
|  | 594,975 | 594,975
| The deferred tax asset in respect of corporation tax losses carried forward expected to be utilised in the following period is approximately £109,000 (2024: £121,000). The deferred tax asset in respect of share options will reverse when the options are exercised.
16. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 10,000 (2024 - 10,000) Ordinary shares of £0.001 each | 10 | 10
| 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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DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Reserves
Other reserves The reserve comprises the share based payment expense for share awards granted and not yet exercised. Profit and loss account The profit and loss account includes all current and prior period retained profits and losses.
18. | Analysis of net debt
|  | At 1 January 2025 | Cash flows | At 31 December 2025
|  | £ | £ | £
| Cash at bank and in hand | 2,157,943 | 443,130 | 2,601,073
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DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Equity-settled share-based payments
| The ultimate parent company, Denodo Technologies Inc., has a share option scheme for eligible employees. Options are exercisable at a price range between $2.01 and $4.84 per share. The vesting period is 4 years, with options either vesting 1/48th every month or 25% vesting after one year and 1/48th vesting each month thereafter. Options are forfeited if the employee leaves the company before the options vest.
|  | Weighted average exercise price (pence) 2025 | Number 2025 | Weighted average exercise price (pence) 2024 | Number 2024
| Outstanding at the beginning of the year | 2.81 | 514,562 | 2.28 | 598,712
| Granted during the year | 0 | - | 0 | -
| Forfeited during the year | 0 | - | 3.51 | (51,688)
| Exercised during the year | 3.21 | (2,052) | 0.74 | (32,212)
| Expired during the year | 3.21 | (10) | 3.78 | (250)
| Outstanding at the end of the year | 2.62 | 512,500 | 2.81 | 514,562
|  |  |  |  | 2025 | 2024
| Option pricing model used | Black-Scholes | Black-Scholes
| Weighted average exercise price (GBP) | 2.62 | 2.81
| Weighted average contractual life (days) | 1,460 | 1,460
| Expected volatility | 55 | 55
| Risk-free interest rate | 3.53 | 3.53
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Equity-settled schemes - share option reserve | 667,182 | 550,508
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DENODO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Commitments under operating leases
| At 31 December 2025 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 303,075 | 227,306
| Later than 1 year and not later than 5 years | 227,306 | 530,381
|  | 530,381 | 757,687
21. | Related party transactions
| The company has taken advantage of the exemption contained in FRS 102 Section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of a group. Key management personnel comprise senior management. Compensation costs for the year amounted to £554,342 (2024: £386,390).
22. | Controlling party
The smallest group for which consolidated financial statements are drawn up is headed by Denodo S.L., the immediate parent, whose registered office is Edificio Marineda Business Center, Estrada Baños de Arteixo, Nº43, 1ª Planta, Portal D, 15008, A Coruña, Spain. Copies of these group financial statements are not available to the public. The smallest group for which consolidated financial statements are drawn up is headed by Denodo Technologies Inc., the ultimate parent company, incorporated in the United States. In the opinion of the directors there is no ultimate controlling party.
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