REGISTERED NUMBER: 13313382 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

Weroad UK Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Elena Giombelli

Paolo De Nadai

REGISTERED OFFICE:

1 Wework Moor Place, Fore Street Avenue,

London

EC2Y 9DT

REGISTERED NUMBER:

13313382 (England and Wales)

AUDITORS:

Merali's

Chartered Accountants & Statutory Auditors

Scottish Provident House

76-80 College Road

Harrow

Middlesex

HA1 1BQ

CURRENT ASSETS

Debtors

4

519,735

1,513,609

Cash at bank

391,154

822,789

910,889

2,336,398

CREDITORS

Amounts falling due within one year

5

(736,417

)

(1,471,920

)

NET CURRENT ASSETS

174,472

864,478

TOTAL ASSETS LESS CURRENT LIABILITIES

174,472

864,478

CREDITORS

Amounts falling due after more than one year

6

-

(552,589

)

NET ASSETS

174,472

311,889

CAPITAL AND RESERVES

Called up share capital

7,743,753

7,094,809

Retained earnings

(7,569,281

)

(6,782,920

)

174,472

311,889

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 26 June 2026 and were signed on its behalf by:

Paolo De Nadai - Director

1.	STATUTORY INFORMATION

Weroad UK Ltd 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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable when the tour is completed (when tour returns).

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.

Going concern

The financial statements have been prepared on a going concern basis. The Company has continued to incur net losses and has a significant retained earnings deficit. Management does not forecast net profits in the next 12 months and the Company remains dependent on financial support from its parent company and the wider group.

In making their assessment, the directors have considered the improvement in trading performance, including reduced net losses, increased revenues, improved gross profit margin and significantly lower administrative expenses. The directors have also considered that the Company has no third-party secured borrowings, the parent company loan has been repaid, certain amounts due to the parent company have been capitalised, and the parent company and wider group continue to provide financial support.

Based on this assessment, the directors consider it appropriate to prepare the financial statements on a going concern basis. However, the dependency on continued group support, together with recurring losses and the retained earnings deficit, represents a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that would be required if the Company were unable to continue as a going concern.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 9 (2024 - 9 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

-

463,455

Amounts owed by group undertakings

-

30,644

Travel Bonds

265,492

222,900

Creditors with Debit Balance

203,520

196,255

Other Debtors

11,807

-

VAT

24,424

173,685

Deferred tax asset

-

426,670

Prepayments

14,492

-

519,735

1,513,609

Deferred tax on losses is considered a medium-term item, as it is expected to reverse in more than 1 year against future taxable profits.

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

66,551

377,662

Social security and other taxes

-

11,330

Pension Payable

1,414

-

Other creditors

-

423

Accrued expenses

20,941

53,849

Deferred Income

647,511

1,028,656

736,417

1,471,920

6.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

-

552,589

7.	DEFERRED TAX

£

Balance at 1 January 2025

(426,670

)

Charge to Income Statement during year

426,670

Balance at 31 December 2025

-

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

The Report of the Auditors was unqualified.

Ihsan Mustafa (Senior Statutory Auditor)

for and on behalf of Merali's

9.	RELATED PARTY DISCLOSURES

Weroad S.p.A. Italy is parent company of Weroad UK Ltd.

Related party transactions with Weroad S.p.A. for the period ended 31st December 2025 are as below:

Recharges of direct costs by Weroad S.p.A. during the period are £1,885,323 (2024:£1,604,819).

Recharges of direct costs by Weroad Swiss during the period are £111,512 (2024: £0).

Recharges of coordinator costs by Weroad Swiss during the period are £13,899 (2024:£347,994).

Recharges of coordinator costs by Weroad S.p.A. during the period are £1,521 (2024:£115,600).

Recharges of advertising and marketing costs by Weroad S.p.A. during the period are £83,634 (2024:£962,620).

Management charges by Weroad S.p.A. as per service agreement are £54,866 (2024: £40,767).

Interest on loan payable to Weroad S.p.A. during the period is £6,405 (2024: £14,550).

Related party balances as at period ended 31st December 2025 with Weroad S.p.A. resulting from the above transactions are as below:

Amount of loan payable to Weroad S.p.A. is £Nil (2024: £552,589). Loan is interest bearing and repayable on demand.

Amount receivable from Weroad S.p.A. is £203,520 (2024: £196,255).

Amount payable to Weroad Italia S.p.A.is £Nil (2024: £193).

Amount of trade receivable from Weroad Spain is £Nil (2024:£12,492).

Amount of trade receivable from Weroad France is £Nil (2024:£18,152).

Amount of trade payables from Weroad Swiss is £58,395 (2024:£307,085).

Loan payable by the company to WeRoad S.p.A. £Nil (2024: £552,589) of this (2024:£474,000) is a subordinated loan in favour of the Civil Aviation Authority (CAA).

Further issue of 648,944 ordinary shares at £1 as capitalisation of credit balance with Weroad S.p.A.

10.	COMPARATIVE FIGURES

Margin on cost of sales recharges by the parent and affiliate entities has been reclassified from administrative expenses to cost of sales in the comparative period to align with the current year presentation. This reclassification has no impact on profit before tax.

.