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Registered number: 06356781
CELERITY MESSAGING UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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CELERITY MESSAGING UK LIMITED
COMPANY INFORMATION
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1st Floor Sackville House
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CELERITY MESSAGING UK LIMITED
CONTENTS
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Notes to the Financial Statements
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CELERITY MESSAGING UK LIMITED
REGISTERED NUMBER: 06356781
BALANCE SHEET
AS AT 28 FEBRUARY 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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PROVISIONS FOR LIABILITIES
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Allotted, called up and fully paid share capital
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EQUITY SHAREHOLDERS' FUNDS
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Page 1
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CELERITY MESSAGING UK LIMITED
REGISTERED NUMBER: 06356781
BALANCE SHEET (CONTINUED)
AS AT 28 FEBRUARY 2026
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
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.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the Directors' Report and Statement of Income and Retained Earnings in accordance with provisions applicable to companies subject to the small companies regime, under section 444 of the Companies Act 2006.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 October 2026.
The notes on pages 3 to 8 form part of these financial statements.
Page 2
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CELERITY MESSAGING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
Celerity Messaging UK Limited (company number: 06356781), having its registered office at 1st Floor Sackville House, 143-149 Fenchurch Street, London, EC3M 6BN, is a private limited company incorporated in England and Wales.
There is no principal place of business.
2.ACCOUNTING POILCIES
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Interest income is recognised in the Statement of Income and Retained Earnings using the effective interest method.
The Company has taken advantage of the exemption in Section 1A. 7 of Financial Reporting Standard 102 from the requirement to produce a Statement of Cash Flows on the grounds that it is a small company.
Page 3
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CELERITY MESSAGING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.ACCOUNTING POILCIES (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Page 4
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CELERITY MESSAGING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.ACCOUNTING POILCIES (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Income and Retained Earnings.
Short-term debtors are measured at transaction price, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price.
The Company only enters into basic fnancial instrument transactions that result in the recognition of financial assets and liabilties like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
For financial asses measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.
Page 5
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CELERITY MESSAGING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.ACCOUNTING POILCIES (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Income and Retained Earnings within 'other operating income'.
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The average monthly number of employees, including directors, during the year was 3 (2025 - 3).
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At 1 March 2025 and 28 February 2026
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At 1 March 2025 and 28 February 2026
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Page 6
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CELERITY MESSAGING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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At 1 March 2025 and 28 February 2026
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At 1 March 2025 and 28 February 2026
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owing to group undertakings relate to an amount owing by the holding company of R6,709,606 which has been impaired by an amount of R4,638,042 (£213,209).
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CREDITORS: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Page 7
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CELERITY MESSAGING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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As at 28 February 2026 and 28 February 2025, there was no single ultimate controlling party.
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ULTIMATE PARENT UNDERTAKING
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As at 28 February 2026 and 28 February 2025 the ultimate parent undertaking was Celerity Systems (Pty) Limited, a company incorporated in South Africa.
The group in which the results of the company are consolidated is headed by Celerity Systems (Pty) Limited. The consolidated accounts will be available from the following address:
Building 4, Riverlands
Gogosoa Street
Observatory
Western Cape
7935
South Africa
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RELATED PARTY DISCLOSURES
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The Company has taken advantage of the exemption in Financial Reporting Standard 102, Section 33.1A not to disclose transactions with group entities which are wholly owned by a member of the group.
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Page 8
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