In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Mainspring UK Limited for the year ended 31 December 2024 which comprise, the balance sheet and the related notes from the company’s accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.

This report is made solely to the board of directors of Mainspring UK Limited, as a body, in accordance with the terms of our engagement letter dated 21 July 2023. Our work has been undertaken solely to prepare for your approval the financial statements of Mainspring UK Limited and state those matters that we have agreed to state to the board of directors of Mainspring UK Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Mainspring UK Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that Mainspring UK Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Mainspring UK Limited. You consider that Mainspring UK Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Mainspring UK Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

Mainspring UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is .

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

Turnover represents the invoiced value of goods and services supplies by the company, net of value added tax and trade discounts.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

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

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The average monthly number of persons (including directors) employed by the company during the year was:

The amount due to group companies of £88,203 (2023: £Nil) is due to Mainspring Properties Limited, a UK incorporated company.

The amounts falling due after more than a year £9,094,734 (2023- £9,094,734) is due to the ultimate parent company Luparian GmbH (formerly L&D Cashmere and Accessories Gmbh), a company incorporated in Austria.

The company and its subsidiary comprise a small group. The company has therefore taken advantage of the exemptions from disclosures with other group entities.

Mainspring UK Limited is a wholly owned subsidiary of Mainspring Holdings Limited which in turn is a wholly owned subsidiary of Luparian GmbH (formerly L&D Cashmere and Accessories Gmbh), a company incorporated in Austria. The ultimate parent company has undertaken to cover the current trading result and the net assets of the company as at the year ended 31st December 2024.