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REGISTERED NUMBER: 05840761

Financial statements for the year ended 31 December 2024

For

Greenroad Technologies UK Limited

Greenroad Technologies UK Limited (Registered number: 05840761)

Contents of the financial statements

for the Year Ended 31 December 2024

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 3 |

Greenroad Technologies UK Limited

Company information

for the Year Ended 31 December 2024

| DIRECTORS: | Mr H Shani

| Mr Z N Elhanani

| REGISTERED OFFICE: | Parker Russell Level 30

| The Leadenhall Building

| 122 Leadenhall Street

| City of London

| EC3V 4AB

| REGISTERED NUMBER: | 05840761

| SENIOR STATUTORY AUDITOR: | Mark Wilson MA FCA

| AUDITORS: | Parker Russell UK LLP

| Chartered Accountants and

| Statutory Auditor

| Level 30

| The Leadenhall Building

| 122 Leadenhall Street

| City of London

| EC3V 4AB

Greenroad Technologies UK Limited (Registered number: 05840761)

Balance sheet

31 December 2024

| 31.12.24 | 31.12.23 |

| Notes | £ | £ | £ | £ |

Fixed assets

Tangible assets | 4 | 1,873,120 |  | 1,589,752 |  |

Current assets

Stocks | 5 | 879,366 |  | 1,138,719 |  |

Debtors | 6 | 2,228,490 |  | 2,562,896 |  |

Cash at bank | 480,902 |  | 474,518 |  |

3,588,758 |  | 4,176,133 |  |

Creditors

Amounts falling due within one year | 7 | 3,297,216 |  | 3,904,525 |  |

Net current assets | 291,542 |  | 271,608 |  |

Total assets less current liabilities | 2,164,662 |  | 1,861,360 |  |

Capital and reserves

Called up share capital | 3 |  | 3 |  |

Share premium | 863,031 |  | 863,031 |  |

Retained earnings | 1,301,628 |  | 998,326 |  |

Shareholders' funds | 2,164,662 |  | 1,861,360 |  |

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 22 January 2026 and were signed on its behalf by:

Mr Z N Elhanani - Director

Greenroad Technologies UK Limited (Registered number: 05840761)

Notes to the financial statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| Greenroad Technologies 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.

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

2. | ACCOUNTING POLICIES

| BASIS OF PREPARING THE FINANCIAL STATEMENTS

| These financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value. The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies.

| The financial statements of Greenroad Technologies UK Ltd have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and the Companies Act 2006.

Greenroad Technologies UK Limited (Registered number: 05840761)

Notes to the financial statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| SIGNIFICANT JUDGEMENTS AND ESTIMATES

| The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgements made in applying the Company's accounting policies were applied consistently across the annual periods.

| GOING CONCERN

| The financial statements have been prepared on a going concern basis which assumes the company will continue in operational existence for at least 12 months from the date of approval of the financial statements. The company has made a profit in the year and has net current assets at the reporting date. The directors are confident that the company will have sufficient funds to ensure they remain in operational existence for the foreseeable future.

| On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis. However, should targets in the business plan not be met, the going concern basis used in preparing the company's financial statements may be invalid and adjustments would have to be made to reduce the value of assets to their realisable amount and to provide for any further liabilities which may arise. The financial statements do not include any adjustment to the company's assets or liabilities that might be necessary should this basis not continue to be appropriate.

| CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION

| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgements made in applying the company's accounting policies were applied consistently across the annual periods.

Greenroad Technologies UK Limited (Registered number: 05840761)

Notes to the financial statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| LEASE

| The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets.

| A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases that do not meet this criterion are classified as operating leases.

| Lessor accounting

| If an entity is a lessor in a finance lease, it derecognises the underlying asset and recognises a lease receivable at an amount equal to the net investment in the lease. Finance income is recognised in profit or loss based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the finance lease.

| If an entity is a lessor in an operating lease, the underlying asset is not derecognized but is presented in the statement of financial position according to the nature of the asset. Lease income from operating leases is recognised in profit or loss on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern in which use benefit derived from the leased asset is diminished.

Greenroad Technologies UK Limited (Registered number: 05840761)

Notes to the financial statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| TURNOVER

| Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales taxes or duty.

| Most of the company's sales are for products and services which are bundled together in a multiple element arrangement. These arrangements comprise the provision of hardware items that contain software that is essential to the tangible product's functionality, together with certain ongoing services such as airtime and data information delivery. All components within a multiple element arrangement are a single deliverable and recognised over the period over which services are delivered in accordance with the underlying contract. Costs of hardware and installation related to such arrangements are deferred and recognised over the same period. To the extent to which amounts are invoiced in advance of revenue recognised, this is recorded as deferred income within creditors

| The Company also sells subscriptions for access to services to customers who have purchased hardware. Revenue for both hardware and service provision is recognised over the period over which services are delivered in accordance with the underlying contract. Costs of hardware and installation related to such arrangements are deferred and recognised over the same period. To the extent to which amounts are invoiced in advance of revenue recognised, this is recorded as deferred income within creditors.

| 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.

| 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 using the following depreciation rates:

| Plant and machinery - 33%

| Computer equipment - 33%

| Fixture and fitting - 15%

| STOCKS

| Stock comprises assets for sale and is valued at the lower of cost and net realisable value. If stock is to be used as an asset leased on an operating lease it is transferred to Fixed Assets at the lower of cost and net realisable value, taking account of the estimated cashflows resulting from the lease.

Greenroad Technologies UK Limited (Registered number: 05840761)

Notes to the financial statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| FINANCIAL INSTRUMENTS

| A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

| Financial asset- recognition and measurement

| Financial assets are recognised when the entity becomes a party to the contract and, as a consequence, has a legal right to receive cash.

| All financial assets are initially measured at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the company commits to purchase or sell the asset.

| All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

| The company classifies its financial assets in the following categories: at fair value through profit or loss; and loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

| (a) Financial assets at fair value through profit or loss or at fair value through other comprehensive income

| There are no instruments which have been classified under this category.

| (b) Financial assets at amortised cost

| The company classifies its financial assets as at amortised cost only if both of the following criteria are met:

| - the asset is held within a business mode whose objective is to correct the contractual cash flows and

| - the contractual terms give rise to cash flows that are solely payments of principal and interest.

| This category is the most relevant to the company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss.

Greenroad Technologies UK Limited (Registered number: 05840761)

Notes to the financial statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Financial liabilities - recognition and measurement

| Financial liabilities are classified, at initial recognition, as financial liabilities when entity becomes a party to the contract, as consequence it has legal obligation to deliver cash or exchange financial assets at terms which are unfavourable to entity.

| All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

| The company's financial liabilities comprise of trade creditors, amounts owed to group undertakings and bank overdrafts.

| Subsequent measurement

| The measurement of financial liabilities depends on their classification, as described below:

| (a) Financial liabilities at fair value through profit or loss

| Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.

| The company does not have any financial liabilities which are subsequently re-measured at fair value through profit or loss.

| After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

| Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

| De-recognition

| A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Greenroad Technologies UK Limited (Registered number: 05840761)

Notes to the financial statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Offsetting financial instruments

| Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

| 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.

| RESEARCH AND DEVELOPMENT

| Expenditure on research and development is written off in the year in which it is incurred.

Greenroad Technologies UK Limited (Registered number: 05840761)

Notes to the financial statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| 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.

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

| This differs from the functional currency of the fellow subsidiaries and holding company which is in USD.

| 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.

| 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.

| IMPAIRMENT OF ASSETS

| The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount to determine the extent of the impairment loss. An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses on continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset.

| For assets where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined, net of depreciation, had no impairment losses been recognised for the asset or cash generating unit in prior years. A reversal of impairment loss is recognised immediately in the income statement, unless the asset is carried at a revalued amount when it is treated as a revaluation increase.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 11 (2023 - 12 ) .

Greenroad Technologies UK Limited (Registered number: 05840761)

Notes to the financial statements - continued

for the Year Ended 31 December 2024

4. | TANGIBLE FIXED ASSETS

| Fixtures |

| Plant and |  | and |  | Computer |

| machinery |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2024 | 4,111,655 |  | 17,419 |  | 43,913 |  | 4,172,987 |  |

| Additions | 1,410,426 |  | - |  | 1,984 |  | 1,412,410 |  |

| At 31 December 2024 | 5,522,081 |  | 17,419 |  | 45,897 |  | 5,585,397 |  |

| DEPRECIATION

| At 1 January 2024 | 2,526,382 |  | 16,736 |  | 40,117 |  | 2,583,235 |  |

| Charge for year | 1,127,426 |  | 171 |  | 1,445 |  | 1,129,042 |  |

| At 31 December 2024 | 3,653,808 |  | 16,907 |  | 41,562 |  | 3,712,277 |  |

| NET BOOK VALUE

| At 31 December 2024 | 1,868,273 |  | 512 |  | 4,335 |  | 1,873,120 |  |

| At 31 December 2023 | 1,585,273 |  | 683 |  | 3,796 |  | 1,589,752 |  |

5. | STOCKS

| 31.12.24 |  | 31.12.23

£ | £ |

| Stocks | 879,366 |  | 1,138,719 |  |

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Trade debtors | 2,108,339 |  | 2,527,002 |  |

| Other debtors | 41,221 |  | 21,213 |  |

| Amounts owed by group undertakings | 56,189 |  | - |  |

| Prepayments | 22,741 |  | 14,681 |  |

2,228,490 |  | 2,562,896 |  |

Greenroad Technologies UK Limited (Registered number: 05840761)

Notes to the financial statements - continued

for the Year Ended 31 December 2024

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Trade creditors | 290,576 |  | 216,206 |  |

| Amounts owed to group undertakings | 2,299,340 |  | 2,598,817 |  |

| Taxation and social security | 283,199 |  | 395,442 |  |

| Other creditors | 424,101 |  | 694,060 |  |

3,297,216 |  | 3,904,525 |  |

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

| The Report of the Auditors was unqualified.

| Mark Wilson MA FCA (Senior Statutory Auditor)

| for and on behalf of Parker Russell UK LLP

9. | CONTINGENT LIABILITIES

| A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Company.

10. | FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES

| In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

11. | POST BALANCE SHEET EVENTS

| There have been no significant events affecting the company since the year end.

12. | ULTIMATE CONTROLLING PARTY

| The controlling party is Greenroad Driving Technologies Ltd, a company incorporated in Israel.

| The ultimate controlling party is Greenroad Technologies Inc, a company incorporated in the USA.