REGISTERED NUMBER: 14616908 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

ONESIGNAL UK, LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

G Deglin

L D Munroe

SECRETARY:

Taylor Wessing Secretaries Limited

REGISTERED OFFICE:

5 New Street Square

London

EC4A 3TW

REGISTERED NUMBER:

14616908 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Tangible assets

4

19,002

8,681

CURRENT ASSETS

Debtors

5

681,841

432,536

Cash at bank

51,915

128,277

733,756

560,813

CREDITORS

Amounts falling due within one year

6

300,543

267,436

NET CURRENT ASSETS

433,213

293,377

TOTAL ASSETS LESS CURRENT LIABILITIES

452,215

302,058

CAPITAL AND RESERVES

Called up share capital

8

1,000

1,000

Capital contribution reserve

9

112,916

60,759

Retained earnings

9

338,299

240,299

SHAREHOLDERS' FUNDS

452,215

302,058

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 25 August 2026 and were signed on its behalf by:

L D Munroe - Director

1.	STATUTORY INFORMATION

OneSignal 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.

The trading address is 9 Noel Street, Soho, London, W1F 8GQ.

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.

The company has obtained a letter of support from the immediate parent company, OneSignal Inc. The directors of the parent company have provided a commitment to provide any financial support which may be necessary in order for the company to meet liabilities, as they fall due, for a period of at least 12 months and 1 day from the signing of the audit report. As a result of this commitment the directors have continued to adopt 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.

Changes in accounting policies

During the year, the company changed its accounting policy for share-based payments. The directors concluded that the revised policy provides a more appropriate method of accounting for share-based payment transactions. The change has been applied retrospectively and comparative figures have been restated. The effect of this change was to decrease administrative expenses by £130,525 and £108,409 in 2023 and 2024 respectively. There was also a corresponding decrease to the share option reserve in both periods.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is calculated on a cost plus basis, and is recharged to the parent company. Turnover is recognised in the same period that the recharged costs are recognised.

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 rates in order to write off each asset over its estimated useful life.

Computer Equipment -33% on cost

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 Group 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.

The share-based payments charge is recognised on a reasonable allocation of the group expense.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 21 (2024 - 21 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

12,493

Additions

17,748

At 31 December 2025

30,241

DEPRECIATION

At 1 January 2025

3,812

Charge for year

7,427

At 31 December 2025

11,239

NET BOOK VALUE

At 31 December 2025

19,002

At 31 December 2024

8,681

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

as restated

£

£

Trade debtors

950

-

Amounts owed by group undertakings

595,282

380,159

Other debtors

85,609

52,377

681,841

432,536

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

as restated

£

£

Trade creditors

1,402

9,851

Taxation and social security

46,696

41,669

Other creditors & accruals

252,445

215,916

300,543

267,436

7.	LEASING AGREEMENTS

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

31.12.25

31.12.24

as restated

£

£

Within one year

175,750

171,000

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

as restated

£

£

1,000

Ordinary

£1

1,000

1,000

9.

RESERVES

Retained earnings

Capital contribution reserve

Totals

£

£

£

At 1 January 2025

6,016

295,042

301,058

Prior year adjustment

234,283

(234,283

)

-

240,299

60.759

301,058

Profit for the year

99,563

99.563

Share-based payments

-

52,157

52,157

At 31 December 2025

339,862

112,916

452,778

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

The Report of the Auditors was unqualified.

Amy Enslin (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."

11.	ULTIMATE PARENT & CONTROLLING PARTY

At the balance sheet date the immediate and ultimate parent company is OneSignal, Inc., registered office 201 S. B Street, San Mateo, CA 94401, which is a company incorporated in the United States of America. Financial statements are not publicly available. The directors believe there is no ultimate controlling party.

12.	SHARE-BASED PAYMENT TRANSACTIONS

The Company has issued equity settled share options to its employees. The equity offered is that of the parent company, OneSignal Inc. 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 ($

)

Outstanding at the beginning of the period

1,645,085

0.23

Granted during the year

793,228

0.29

Forfeited/cancelled during the period

(266,314

)

0.18

Exercised during the period

(33,897

)

0.28

Expired during the period

-

-

Outstanding at the end of the period

2,138,102

0.25

Exercisable at the end of the period

-

0.23

The charge recognised in the year within wages in relation to share based payments is £52,157 (2024: £37,645).

13.	PRIOR YEAR ADJUSTMENT

During the year, the Company changed its accounting policy for share-based payment arrangements in order to align more closely with the parent company. The share-based payments charge is now recognised based on a reasonable allocation of the parent company expense.

The effect of the change in policy is an increase in retained earnings of £234,283. The adjustment is made up of reversals of retained earnings reanalysis of £13,370, the removal of previous charges of £308,412 and the inclusion of the new share option charges of £60,760.