UKNSW Limited

Annual Report and Financial Statements

The principal activity of the Company during the period was business support services.

The ultimate parent company, North South West Limited has put in place qualifying third party indemnity provisions for all the directors of UKNSW Limited.

During the period the Company made no donations. There were no political contributions in either year.

The directors are responsible for preparing the Directors’ report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and UK-adopted International Accounting Standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors at the time when this Directors' report is approved have confirmed that:

We have audited the initial accounts of UKNSW Limited , which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows for the financial period from 14 November 2024 to 31 December 2025, and the related notes to the financial statements, including a summary of material accounting policies (“the initial accounts”).

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted International Accounting Standards.

In our opinion, UKNSW Limited's financial statements:

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under those standards are further described in the ‘Responsibilities of the auditor for the examination of the initial accounts’ section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the initial accounts in the United Kingdom, including the FRC’s Ethical Standard and the ethical pronouncements established by Institute of Chartered Accountants in England and Wales (ICAEW), applied as determined to be appropriate in the circumstances for the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information comprises information included in the annual report, other than the financial statements and our auditor’s report thereon, including the Directors’ Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Directors’ Report. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Management is responsible for the preparation of the initial accounts which give a true and fair view in accordance with UK-adopted International Accounting Standards, and for such internal control as directors determine necessary to enable the preparation of financial statements are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the company’s financial reporting process.

This report is made solely to the company’s members, as a body, in accordance with 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 an auditor’s report 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 out audit work, for this report, or for the opinions we have formed.

Douglas

There was no other comprehensive income in the period. Results are derived from continuing operations.

The functional currency of the Company is Great British Pound (GPB). The financial statements are presented in euro (EUR) and have been rounded to the nearest euro.

The financial statements of the Company have been prepared on an accruals basis in accordance with UK-adopted International Accounting Standards and in compliance with the Companies Act 2006.

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards and the requirements of the Companies Act 2006. The financial statements also comply with UK-adopted International Accounting Standards. They have been prepared under the assumption the Company operates on a going concern basis, which assumes the Company will be able to discharge its liabilities as they fall due.

After reviewing the Company's forecasts and projections, the Directors have reasonable expectations that the Company has adequate resources to continue in operational existence for the foreseeable future and is well placed to manage its business risks successfully. Accordingly, the Directors has adopted the going concern basis in preparing the financial statements.

Revenue is generated from corporate, management and legal services provided to North South West Limited. Revenue from these service arrangements is recognised in the accounting period in which the services are rendered, provided that the amount of revenue can be measured reliably and it is probable that the Company will receive the related consideration.

Transactions in foreign currencies during the period have been converted at the rates of exchange ruling on the date of the transaction. Assets and liabilities denominated in foreign currencies have been translated at the rates of exchange ruling on the balance sheet date. Any gains or losses arising from these conversions are credited or charged to the Profit and Loss Account.

The tax expense for the period represents the sum of current tax and deferred tax. Tax is recognised in the Statement of Profit or Loss and Other Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case the related tax is also recognised in other comprehensive income or directly in equity, respectively.

Compensation refers to all forms of compensation that the Company provides to employees. Short-term benefits consist of, among other things, wages, paid holiday, paid absence, bonuses and compensation after termination of employment (pension). Short-term compensation is reported as an expense and a liability when there is a legal or informal obligation to pay compensation as a result of a past event and a reliable estimate of the amount can be made.

Cash and cash equivalents in the statement of financial position and statement of cash flows comprise of cash at banks and on hand, along with money held in digital wallets.

Except forthose trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

Financial assets, other than those designated and effective as hedging instruments, are classified into one of the following categories:

In the period presented the Company does not have any financial assets categorised as FVOCI and FVPTL. The classification is determined by both the Company's business model for managing the financial asset and the contractual cash flow characteristics of the financial asset.

All revenue and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Subsequent measurement

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

In preparing the Company's financial statements, management is required to make judgements, estimates and assumptions that affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates. Actual results in the future could differ from such estimates and the differences may be material to the financial statements. These estimates are reviewed on a regular basis and if a change is needed, it is accounted for in the year the changes become known.

Legal and regulatory

In the opinion of the management, the accounting estimates, assumptions and judgements made in the course of preparing these financial statements are not difficult, subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1 (revised)- 'Presentation of financial statements'.

a)      New standards, interpretations and amendments effective from 1 January 2025

The following new standards, amendments and interpretations are effective for the first time in these financial statements, but none have had a material effect on the Company:

The applications of these new standards and amendments have had no impact on the disclosures or amounts recognised in the Company's financial statements.

The following new standards, interpretations and amendments, which have not been applied in these financial statements, will or may have an effect on the Company's future financial statements:

The Company has not early adopted all these revisions to the requirements of IFRSs and the Company's management is of the opinion that there are no requirements that will have a possible significant impact on the Company's financial statements in the period of initial application.

Management anticipates that all of the relevant pronouncements will be adopted in the Company's accounting policies for the first period beginning after the effective date of the pronouncement. No new standards, amendments and interpretations are expected to be relevant to the Company's financial statements

c)     New standards, interpretations and amendments issued by UK-adopted International Accounting Standards but not yet adopted for use in the United Kingdom

There were none at the date of the authorisation of the Financial Statements.

The Company is tax-registered in the United Kingdom where the corporate tax rate is 25% for the period.

The carrying amount of the above financial liabilities approximates to their fair values, the amounts are unsecured, interest free and repayable on demand.

The Company's financial instruments comprise of cash and liquid resources and trading balances with fellow subsidiary undertakings. Exposure to credit arises in the normal course of business. There are no investments held in other companies.

Management monitors liquidity to ensure that sufficient liquid resources are available. The Company's principal financial assets are cash and bank and amounts due from group companies.

The maximum exposure to credit risk is represented by the carrying amount of each financial asset on the Statement of Financial Position. There is no significant credit risk at present with regard to the Company's cash and bank deposits, and on the basis of the overall profitability and cash generation of the group of which the Company is a member, no material credit losses or amounts due from fellow subsidiary undertakings are expected.

At 31 December 2025 the Company did not have any interest-bearing financial instruments and consequently it is not exposed to interest rate risk.

Prudent liquidity risk management implies maintaining sufficient cash and availability of funding through an adequate amount of committed credit facilities. Management carefully monitors regular forecasts by continuous budgeting and monitoring of expected cash flows.

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes inforeign exchange rates relates primarily to the Company's operating activities when revenue or expense, or assets and liabilities is denominated in a different currency from the Company's presentation currency. During the year under review, the Company's financial assets and liabilities were mainly held in EUR and GBP. To reduce transaction exposure, the Company uses currency bank accounts to the extent possible, to pay costs in different currencies in the same currency. The Company does not use derivatives for hedging.

When managing capital, management has two objectives. Firstly, it aims to ensure that the Company continues as a going concern with an appropriate funding structure. Secondly, it aims to maintain optimal returns to shareholders and benefits to other stakeholders by keeping the Company's cost of capital at a low level.

The carrying amount of the financial assets and liabilities in the financial statements are considered to approximate their fair values. The fair value of the financial assets and liabilities are included at an amount represented at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced liquidation sale.

Cash and short-term deposits, current receivables with group companies and trade payables approximate the carrying amounts due to the short-term maturities of these instruments.