REGISTERED NUMBER: 14440784 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

PARTLY UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

L G Fawcett

N R Taylor

S C F Wong

REGISTERED OFFICE:

10 John Street

London

United Kingdom

WC1N 2EB

REGISTERED NUMBER:

14440784 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Tangible assets

4

12,284

5,257

CURRENT ASSETS

Debtors

5

172,427

3,150

Cash at bank

359,045

97,981

531,472

101,131

CREDITORS

Amounts falling due within one year

6

800,618

547,578

NET CURRENT LIABILITIES

(269,146

)

(446,447

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(256,862

)

(441,190

)

CAPITAL AND RESERVES

Called up share capital

8

1,000

1,000

Capital redemption reserve

13,347

-

Retained earnings

(271,209

)

(442,190

)

SHAREHOLDERS' FUNDS

(256,862

)

(441,190

)

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 31 July 2026 and were signed on its behalf by:

N R Taylor - Director

1.	STATUTORY INFORMATION

Partly 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.

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.

Going concern

The company has obtained a letter of support from its parent company, Partly Group Limited. The directors of Partly Group Limited have provided a commitment to provide any financial support through the continuation of the cost-plus agreement which may be necessary in order that the company can meet its liabilities, as they fall due, for the foreseeable future being for a period of at least 12 months and 1 day following the signing of the audit report. As a result of this commitment, the directors have adopted the going concern basis in preparing these financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is made up of intercompany revenue. Intercompany revenue represents amounts charged to the parent company under a service agreement, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised on a cost plus basis, and is recharged to the parent. The revenue is recognised when the relevant costs have been incurred.

Tangible fixed assets

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

Depreciation is provided at the following annual rate in order to write off each asset over its estimated useful life:

- Plant and machinery etc - 38% straight line basis

Financial instruments

Basic financial instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS 102.

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Share-based payments

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 10 (2025 - 5 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 April 2025

8,874

Additions

11,325

At 31 March 2026

20,199

DEPRECIATION

At 1 April 2025

3,617

Charge for year

4,298

At 31 March 2026

7,915

NET BOOK VALUE

At 31 March 2026

12,284

At 31 March 2025

5,257

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.26

31.3.25

£

£

Other debtors

172,427

3,150

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.26

31.3.25

£

£

Trade creditors

29,957

7,601

Amounts owed to group undertakings

705,058

476,336

Taxation and social security

10,500

23,818

Other creditors & accruals

55,103

39,823

800,618

547,578

7.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.3.26

31.3.25

£

£

Within one year

29,595

480

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.26

31.3.25

value:

£

£

1,000

Ordinary

£1

1,000

1,000

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

The Report of the Auditors was unqualified.

Zara Porter (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"Use of our Report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed."

10.	SHARE-BASED PAYMENT TRANSACTIONS

The Company has issued equity settled share options to its employees. The equity offered is that of the parent company, Partly Group Limited. These options all vest over a period of 4 years and expire after 10 years from the vesting commencement date.

The following table summarises the equity settled share options with employees in the period:

Item

Number

Weighted average exercise price ($NZD

)

Outstanding at the beginning of the period

-

-

Granted during the year

267,138

0.01

Forfeited/cancelled during the period

(11,030

)

0.01

Exercised during the period

(78,154

)

0.01

Expired during the period

-

-

Outstanding at the end of the period

177,954

0.01

Exercisable at the end of the period

28,282

0.01

The charge recognised in the year was £13,347 (2025: NIL).

Further details over how the fair value of the goods or services received are measured are given in note 2 to the financial statements.

The Company will only be liable to employer's national insurance contributions should the options be considered readily convertible at the point of exercise in future. The timing and value of this is currently not known.

11.	ULTIMATE PARENT COMPANY

At the balance sheet date the ultimate parent company was Partly Group Limited (incorporated in New Zealand). Its registered office is 200 Armagh Street, Christchurch Central, Christchurch 8011, New Zealand. Copies of the group accounts are available from the parent's registered office.

12.	ULTIMATE CONTROLLING PARTY

As at the year end, there is no ultimate controlling party.

13.	POST BALANCE SHEET EVENTS

Subsequent to the reporting date, the Company signed a license agreement for office space to 31 December 2026.

As this agreement was entered into after the reporting date, it has been treated as a non-adjusting post balance sheet event and no adjustment has been made to these financial statements.