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Registered number: 14295820 (England and Wales) EXPEL UK HOLDINGS LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
EXPEL UK HOLDINGS LIMITED
COMPANY INFORMATION
Directors | Z Blaine
| Y D Korff
Registered number | 14295820
Registered office | Birchin Court
| 5th Floor
| 19-25 Birchin Lane
| London
| United Kingdom
| EC3V 9DU
Independent auditors | ZEDRA Audit & Assurance (UK) Limited
EXPEL UK HOLDINGS LIMITED
CONTENTS
| Page
Balance Sheet | 1
Statement of Changes in Equity | 2
Notes to the Financial Statements | 3 - 6
EXPEL UK HOLDINGS LIMITED REGISTERED NUMBER:14295820
BALANCE SHEET AS AT 31 JANUARY 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 4 | 822,083 |  | 722,497 |
Bank and cash balances |  | 263,649 |  | 111,153 |
|  | 1,085,732 |  | 833,650 |
Creditors: amounts falling due within one year | 5 | (385,667) |  | (315,878) |
Net current assets |  |  | 700,065 |  | 517,772
Total assets less current liabilities |  |  | 700,065 |  | 517,772
Net assets |  |  | 700,065 |  | 517,772
Capital and reserves |  |  |  |  |
Called up share capital | 6 |  | 1 |  | 1
Capital contribution reserve | 7 |  | 239,323 |  | 189,854
Profit and loss account |  |  | 460,741 |  | 327,917
|  |  | 700,065 |  | 517,772
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Y D Korff
Director
Date: 14 April 2026
The notes on pages 3 to 6 form part of these financial statements. Page 1
EXPEL UK HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2026
| Called up share capital | Capital contribution reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 February 2024 | 1 | 137,155 | 197,796 | 334,952
Profit for the year | - | - | 130,121 | 130,121
Share based payment expense | - | 52,699 | - | 52,699
At 1 February 2025 | 1 | 189,854 | 327,917 | 517,772
Profit for the year | - | - | 132,824 | 132,824
Share based payment expense | - | 49,469 | - | 49,469
At 31 January 2026 | 1 | 239,323 | 460,741 | 700,065
Page 2
EXPEL UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 1.Accounting policies
| 1.1 | 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
| 1.2 | Going concern
Expel UK Holdings Limited is in a net asset position primarily supported by amounts owed by group undertakings. This is due to the Company's business model being solely a transfer pricing agreement with its parent company, Expel, Inc., and as such is reliant on the continuous support of that company in order to remain a going concern. The directors have received written confirmation from its parent company that it will continue to provide financial support to the Company for a period of at least 12 months from the date of signing these financial statements. Furthermore, the directors have assessed the ability of the parent company to provide this support based upon their cash flow forecasts and have concluded that the parent will have sufficient working capital to provide the necessary support. For these reasons, the directors continue to adopt the going concern basis in preparing the financial statements.
| 1.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Page 3
EXPEL UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 1.Accounting policies (continued)
| 1.4 | Turnover
Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Rendering of services Turnover is recognised on a cost plus 6% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised when all of the following conditions are satisfied: ∙the amount of turnover can be measured reliably; ∙it is probable that the Company will receive the consideration due under the intercompany service agreement; and ∙the costs incurred under the intercompany service agreement can be measured reliably.
| 1.5 | 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.
| 1.6 | 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. Page 4
EXPEL UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 1.Accounting policies (continued)
| 1.7 | Taxation
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.
| 1.8 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
| 1.9 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions.
| 1.10 | Creditors
Short-term creditors are measured at the transaction price.
2. | Auditors' information
The auditors' report on the financial statements for the year ended 31 January 2026 was unqualified. The audit report was signed on 15 April 2026 by Adam Wildbore FCCA (Senior Statutory Auditor) on behalf of ZEDRA Audit & Assurance (UK) Limited.
3. | Employees
| The average monthly number of employees, during the year was 11 (2025 - 12).
4. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 713,072 | 608,421
| Other debtors | 25,755 | 9,675
| Prepayments and accrued income | 83,256 | 104,401
|  | 822,083 | 722,497
Page 5
EXPEL UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
5. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade creditors | 13,562 | 6,734
| Corporation tax | 66,178 | 69,147
| Other taxation and social security | 68,567 | 56,699
| Other creditors | 8,089 | 7,170
| Accruals and deferred income | 229,271 | 176,128
|  | 385,667 | 315,878
6. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2025 - 1) Ordinary share of £1.00 | 1 | 1
7. | Capital contribution reserve
Certain employees of the Company have been granted options over shares in Expel, Inc., the Company's parent. The options are granted at an independently determined fair value and 25% of the options are exercisable one year after the date of grant, vesting continues monthly thereafter. An expense equal to the fair value of the share options granted is recognised evenly over the vesting period with a corresponding amount being recognised in the capital contribution reserve.
8. | Controlling party
Expel, Inc., is the parent of the smallest group for which consolidated financial statements are drawn up of which the company is a member. The registered office of the parent company is The Corporation Trust Company, Expel, Inc., 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware, 19801.
9. | Post balance sheet events
On the 4th of March 2026, a pledge agreement was signed in favour of Hercules Capital, Inc. in line with securing a debt facility for the parent company, Expel, Inc. The assets of the company have been pledged as security over the debt of the parent company. This is deemed to be a non-adjusting event. There were no adjusting or other non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.
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