UPP Technologies Ltd

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 United Kingdom.

The address of its registered office is:
4 Crown Place
London
EC2A 4BT

2

Accounting policies

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - '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 for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Name of parent of group

These financial statements are consolidated in the financial statements of UPP Technologies Group Ltd.

The financial statements of UPP Technologies Group Ltd may be obtained from 4 Crown Place, London, England, EC2A 4BT.

Going concern
The financial statements have been prepared on a going concern basis, which the directors consider to be appropriate, this has been considered for the group as a whole. In forming this assessment, the directors have considered the group’s cash flow forecasts, liquidity and fundraising plans for a period of at least twelve months from the date of approval of these financial statements.

Since year-end, the company has continued to invest in the Upp platform, in both features and functionality, has signed several more enterprise customers and continues to grow the pipeline of prospective customers, which is expected to support future revenue growth and cash generation.

Subsequent to the year end, the Company successfully closed a funding round which saw participation from both new and existing shareholders, which provides significant working capital to enable continued investment and growth. The directors continue to closely monitor cash flows and working capital requirements and expect to be able to raise further funds as required to support the growth of the business.
 

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

UPP Technologies Ltd

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

Key sources of estimation uncertainty

Share-based payment
A share-based payment is recognised in respect of the share option scheme offered to certain members of staff. The fair-value of the options are calculated using the Black Scholes model. The use of the model includes considering the expected life of the options, the number of options expected to vest, the volatility of the share price similar traded companies and the risk free interest rate. Further details of share-based payments are disclosed in note 9.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue in line with the satisfaction of the performance obligations within the service contract.

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.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

The current corporation 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 group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
 

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Furniture, fittings and equipment	15% reducing balance
Other property, plant and equipment	33% on the straight line basis

UPP Technologies Ltd

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.

Trade debtors

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

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Trade 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 all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

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.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

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.

UPP Technologies Ltd

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

Impairment
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 profit or loss as described below.

Non-financial assets:
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Financial assets:
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 27 (2024 - 28).

4

Tangible assets

	Furniture, fittings and equipment  £	Other property, plant and equipment  £	Total £
Cost
At 1 January 2025	43,803	39,977	83,780
Additions	-	18,305	18,305
At 31 December 2025	43,803	58,282	102,085
Depreciation
At 1 January 2025	10,988	15,987	26,975
Charge for the year	4,922	15,169	20,091
At 31 December 2025	15,910	31,156	47,066
Carrying amount
At 31 December 2025	27,893	27,126	55,019
At 31 December 2024	32,815	23,990	56,805

UPP Technologies Ltd

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

5

Debtors

	2025 £	2024 £
Trade debtors	236,020	126,458
Prepayments	206,977	173,507
Other debtors	52,200	52,200
	495,197	352,165

6

Creditors

	2025  £	2024  £
Due within one year
Trade creditors	22,883	88,848
Amounts due to parent company	9,181,499	7,130,228
Social security and other taxes	39,062	21,615
Other creditors	40,931	-
Accrued expenses	136,083	107,952
Deferred income	1,400	18,391
	9,421,858	7,367,034

7

Pension and other schemes

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £164,428 (2024 - £60,161).

The payroll scheme is under the name of the parent company, Upp Technologies Group Limited. Contributions totalling £22,400 (2024 - £17,388) were payable to the scheme at the end of the year and are included as a creditor within the parent company's financial statements.

8

Obligations under operating leases

Operating leases

The total of future minimum lease payments is as follows:

	2025 £	2024 £
Not later than one year	335,505	260,522
Later than one year and not later than five years	-	335,505
	335,505	596,027

The amount of non-cancellable operating lease payments recognised as an expense during the year was £268,005 (2024 - £329,539).

UPP Technologies Ltd

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

9

Share-based payments

Employee share scheme

Scheme details and movements

Upp Technologies Group Ltd, the parent of Upp Technologies Ltd, operates an equity-settled share-based remuneration scheme for employees of Upp Technologies Ltd which is an Enterprise Management Incentive ("EMI") Scheme. The expense is borne by Upp Technologies Group Ltd.

On 1 November 2023, Upp Technologies Group Limited granted 7,628,149 new share options under an equity settled share option plan for the benefit of certain employees of the company at an HMRC approved price. The employee is entitled to exercise a proportion of the share options each quarter over a period of three years subject to ongoing employment.

On 27 August 2024, a further 458,185 new share options were granted under the equity settled share option plan for the benefit of certain employees of the company at an HMRC approved price. The employee is entitled to exercise a proportion of the share options each quarter over a period of four years subject to ongoing employment.

On 12 August 2025, a further 6,552,342 new share options were granted under the equity settled share option plan for the benefit of certain employees of the company at an HMRC approved price. The employee is entitled to exercise a proportion of the share options each quarter over a period of four years subject to ongoing employment.

The movements in the number of share options during the year were as follows:

	2025 Number	2024 Number
Outstanding, start of period	8,086,334	7,628,149
Granted during the period	6,552,342	458,185
Exercised during the period	(1,832,741)	-
Outstanding, end of period	12,805,935	8,086,334

The movements in the weighted average exercise price of share options during the year were as follows:

	2025 £	2024 £
Outstanding, start of period	0.04	0.03
Granted during the period	0.04	0.09
Exercised during the period	0.03	-
Outstanding, end of period	0.05	0.04

The total expense recognised in profit or loss for the year was £14,088 (2024 - £12,545).

10

Share capital

Allotted, called up and fully paid shares

	2025		2024
	No.	£	No.	£
Ordinary share of £1 each	1	1	1	1

UPP Technologies Ltd

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

11

Related party transactions

The company has taken advantage of the exemption afforded by FRS 102, Section 33, not to disclose related party transactions with other group companies which meet the criteria that all subsidiary undertakings which are party to the transactions are wholly owned by the ultimate controlling party.

Other transactions with directors

During the year, a director exercised share options granted under the parent company's share option scheme and acquired 1,832,741 ordinary shares of £0.001 each. No consideration was paid on exercise. The aggregate nominal value of the shares issued was £1,833. No balances were outstanding at the reporting date in respect of this transaction.

12

Parent and ultimate parent undertaking

Upp Technologies Group Ltd is the immediate and ultimate parent company by virtue of owning 100% of the ordinary share capital of the company. Its registered office address is 4 Crown Place, London, England, EC2A 4BT.

This is the largest and smallest group for which consolidated financial statements are drawn up of which the company is a member. These consolidated financial statements are available, upon request, form the registered office address above.

The ultimate controlling party is Benjamin Vincent St John White by virtue of his shareholding of the parent company.

13

Audit report

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 1 October 2026 was Felicity Sang, who signed for and on behalf of Hazlewoods LLP.