Varjo Technologies UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1	General information

The Company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office is:
1 Chapel Street
Warwick
Warwickshire
CV34 4HL
United Kingdom

Principal activity

The principal activity of the Company is to provide support to the group companies.

These financial statements were authorised for issue by the Board on 27 May 2026.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Varjo Technologies UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Going concern

These financial statements have been prepared on the going concern basis, which assumes that the company will be able to meet its financial obligations as they fall due for payment for the foreseeable future. The company is reliant upon the continued support of its parent undertaking, Varjo Technologies Oy, to be able to do this. Varjo Technologies Oy has indicated to the directors, that support will be provided as it is required. In addition, written confirmation has been received from the parent company that it will provide support to the company to meet its liabilities as they fall due for at least the 12 months from the signing of the financial statements.

Turnover recognition

Turnover is recognised under a transfer pricing agreement with the parent company and recognised in the period in which the expense is incurred. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates taxable income.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans to/from related parties and investments in non-puttable ordinary shares.

Financial assets that are 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 profit or loss.

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.

Debtors

Basic financial assets, including trade and other debtors, 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Varjo Technologies UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Share based payments

The Company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the company's parent undertaking. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

3	Significant judgements and key sources of estimation uncertainty

Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the Director's opinion the calculation of the share options is a source of significant judgement and involves using the Black-Scholes model to calculate the value of each option.

Varjo Technologies UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

4	Summary audit opinion

Audit report

The Independent Auditor's Report was unqualified.

The name of the Senior Statutory Auditor who signed the audit report on 27 May 2026 was David Wheeler, who signed for and on behalf of Bourner Bullock.

5	Staff numbers

The average number of persons employed by the Company (including directors) during the year, was 2 (2024 - 2).

6

Debtors

	2025 £	2024 £
Amounts owed by Group undertakings and undertakings in which the Company has a participating interest	96,632	75,824
Other debtors	2,514	287
	99,146	76,111

7

Creditors

Creditors: amounts falling due within one year

	2025 £	2024 £
Due within one year
Trade creditors	646	416
Amounts owed to Group undertakings and undertakings in which the Company has a participating interest	-	2,736
Taxation and social security	8,053	8,002
Accruals and deferred income	21,856	27,026
	30,555	38,180

Varjo Technologies UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

8	Share capital

Allotted, called up and fully paid shares

	2025		2024
	No.	£	No.	£
Ordinary shares of £1 each	100	100	100	100

9

Dividends

There were no dividends paid or proposed in either the current year or the previous year.

10	Share-based payments

Scheme details and movements

Varjo Technologies Oy (the parent company of Varjo Technologies UK Limited) operates an equity-settled option plan for employees of the group. The options issued under the plan have a four year vesting period with a one year cliff upon which 25% of the options will vest. The remainder will vest evenly every three months for the next 36 months. Options expire seven years after the vesting commencement date.

Fair value of the equity instruments at grant date is calculated using the Black-Scholes pricing model with an exercise price of €0.01. The total fair value is expensed on a straight line basis over the vesting period.

11	Relationship between entity and parents

The parent of the smallest group in which these financial statements are consolidated is Varjo Technologies Oy, incorporated in Finland.

The address of Varjo Technologies Oy is:
20Vuorikatu, Helsinki, 00100, Finland