REGISTERED NUMBER: 13962739 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

FOR

AMPERITY UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

W Foley

A Pelly

REGISTERED OFFICE:

4th Floor, St. James House

St. James Square

Cheltenham

GL50 3PR

REGISTERED NUMBER:

13962739 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mark Arber

AUDITORS:

Mark Arber Limited

71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

CURRENT ASSETS

Debtors

5

186,889

144,357

Cash at bank

59,601

60,652

246,490

205,009

CREDITORS

Amounts falling due within one year

6

144,574

144,746

NET CURRENT ASSETS

101,916

60,263

TOTAL ASSETS LESS CURRENT LIABILITIES

101,916

60,263

CAPITAL AND RESERVES

Called up share capital

8

1

1

Other reserves

33,947

17,815

Retained earnings

67,968

42,447

SHAREHOLDERS' FUNDS

101,916

60,263

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 2 October 2025 and were signed on its behalf by:

A Pelly - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Company's functional currency is USD and presentational currency is GBP.

Going concern

These financial statements have been drawn up on the going concern basis. The company is dependent upon the support of its parent company, and only customer, in order to meet its working capital requirements. The parent company has provided assurances that this support will continue for a period that exceeds twelve months from the date of approval of these financial statements.

Revenue

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:

The company is contracted by its parent company, Amperity Inc., to provide marketing and sales services within specific contracted regions. The company is remunerated by its parent company for these services.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

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

Pension costs and other post-retirement benefits

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

Debtors

Short term debtors are measured at transaction price, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable

without penalty on Debtors.

Creditors

Short term creditors are measured at the transaction price.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

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 reporting 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.

The company has taken the exemption provided in FRS 102 Section 1.12D not to disclose details of share-based payment arrangements concerning equity instruments of another group entity

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2024 - 5 ) .

4.	AUDITORS' REMUNERATION

2025

2024

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

2,950

2,750

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

160,436

117,490

VAT

5,604

2,453

Prepayments

20,849

24,414

186,889

144,357

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

18,402

538

Taxation and social security

17,809

28,821

Other creditors

108,363

115,387

144,574

144,746

7.	LEASING AGREEMENTS

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

2025

2024

£

£

Within one year

77,400

30,960

Between one and five years

20,898

-

98,298

30,960

8.	CALLED UP SHARE CAPITAL

On 8th March 2022, Amperity UK Limited issued 1 ordinary share at a nominal value of £1 which was allotted to its parent entity Amperity, Inc.

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

The auditor's report on the financial statements for the year ended 31 January 2023 was unqualified.

The audit report was signed on 5th October 2023 by Mark Arber (Senior Statutory Auditor) on behalf of Mark Arber Limited.

10.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £2,423 (2024: £2,091). Contributions totalling £1,841 (2023: £462) were payable to the fund at the reporting date.

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

12.	ULTIMATE CONTROLLING PARTY

The Company is a wholly owned subsidiary of Amperity Inc., a company incorporated in the United States of America.

The smallest group in which the results of the Company are consolidated is that headed by Amperity, Inc. The registered office of Amperity, Inc. is 251 Little Falls Drive, Wilmington, New Castle, DE, 19808, United States of America.

13.	SHARE-BASED PAYMENT TRANSACTIONS

The company participates in a share option scheme for all employees. Options are exercisable on the shares of the ultimate parent company at a price equal to the estimated fair value of the ultimate parent company's shares on the date of grant.

The vesting period is four years. If the options remain unexercised after a period of ten years from the date of the grant of the options expire. Options are forfeited if the employee leaves the company before the options vest.