Company No: 12197770 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Mr. J. Cross
	Mr. V. Savkin

REGISTERED OFFICE	Century House
	Wargrave Road
	Henley-On-Thames
	Oxfordshire
	RG9 2LT
	United Kingdom

COMPANY NUMBER

12197770 (England and Wales)

ACCOUNTANT	Verallo
	Century House
	Wargrave Road
	Henley-on-Thames
	Oxfordshire
	United Kingdom
	RG9 2LT

	Note	31.12.2025		31.12.2024
		£		£
Fixed assets
Tangible assets	3	77		264
		77		264
Current assets
Debtors	4	983		1,172
		983		1,172
Creditors: amounts falling due within one year	5	( 2,563,275)		( 2,226,507)
Net current liabilities		(2,562,292)		(2,225,335)
Total assets less current liabilities		(2,562,215)		(2,225,071)
Net liabilities		( 2,562,215)		( 2,225,071)
Capital and reserves
Called-up share capital	6	100		100
Profit and loss account		( 2,562,315 )		( 2,225,171 )
Total shareholder's deficit		( 2,562,215)		( 2,225,071)

For the financial year ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Narwhal Technologies UK Limited (registered number: 12197770) were approved and authorised for issue by the Board of Directors on 16 September 2026. They were signed on its behalf by:

Mr. J. Cross Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

Narwhal Technologies UK Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Century House, Wargrave Road, Henley-On-Thames, Oxfordshire, RG9 2LT, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The financial statements have been prepared on a going concern basis. At the balance sheet date, the directors considered the company's ability to continue in operational existence for the foreseeable future and were satisfied that it has adequate support from its parent company to meet its obligations as they fall due.

Subsequent to the year end, the directors have decided that the company will cease trading on 31 July 2026. The cessation of trading is therefore expected to occur after the reporting date and does not affect the basis of preparation of these financial statements.

The financial statements have therefore been prepared on a going concern basis.

Reporting period length

The prior financial statements have been prepared for a period greater than one year to align its year end with group companies. Therefore the figures are not entirely comparable.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets is reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Office equipment

5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the Company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

	Year ended 31.12.2025		Period from 01.10.2023 to 31.12.2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	2		3

3. Tangible assets

	Office equipment		Total
	£		£
Cost
At 01 January 2025	934		934
At 31 December 2025	934		934
Accumulated depreciation
At 01 January 2025	670		670
Charge for the financial year	187		187
At 31 December 2025	857		857
Net book value
At 31 December 2025	77		77
At 31 December 2024	264		264

4. Debtors

	31.12.2025		31.12.2024
	£		£
Other debtors	983		1,172

5. Creditors: amounts falling due within one year

	31.12.2025		31.12.2024
	£		£
Trade creditors	948		12
Amounts owed to Group undertakings	2,556,357		2,220,954
Other creditors	5,970		5,541
	2,563,275		2,226,507

6. Called-up share capital

	31.12.2025		31.12.2024
	£		£
Allotted, called-up and fully-paid
100 Ordinary shares of £ 1.00 each	100		100

7. Related party transactions

The company is exempt under FRS 102 s33.1A from disclosing any transactions with wholly owned Group companies.