Pontoro UK Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Pontoro UK Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 15267111 . The registered office is 10 Finsbury Square, London, EC2A 1AF.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The directors believe that notwithstanding net liabilities of £14,910 (2025: £52,199), the company’s financial statements should be prepared on a going concern basis on the grounds that current and future sources of funding or support will be adequate to meet the company’s needs for a period of at least 12 months from the date of approval of these financial statements.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services.

Intercompany Services

Revenue from the provision of services to the parent company is recognised in the profit and loss account when the services are delivered, and the amount of revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable, excluding VAT.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

over 3 years on a straight line basis

2.5. Financial Instruments

Trade and other debtors / creditors

Trade and other debtors are recognised initially at transaction prices less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Impairment of financial assets

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found an impairment loss is recognised within profit or loss.

For financial assets that are measured at amortised cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset’s carrying amount and the best estimate of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

2.6. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

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Pontoro UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2026

2.7. Taxation

Income tax expense represents the sum of the tax currently payable.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

2.8. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.9. Related party exemption

The company has taken advantage of the exemption available under FRS 102 not to disclose related party transactions with wholly owned subsidiaries in the group.

2.10. Share based payment

The grant date fair value of share-based payments awards granted by the parent company to the company's employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured using an option valuation model, taking in to account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do not meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

3. Average Number of Employees

Average number of employees, including directors, during the year was as follows: 2 (2025: 2)

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 April 2025	1,084

As at 31 March 2026	1,084

Depreciation
As at 1 April 2025	303
Provided during the period	361

As at 31 March 2026	664

Net Book Value
As at 31 March 2026	420

As at 1 April 2025	781

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Pontoro UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2026

5. Debtors

	31 March 2026	31 March 2025
	£	£
Due within one year
Other debtors	1,306	6,531

6. Creditors: Amounts Falling Due Within One Year

	31 March 2026	31 March 2025
	£	£
Trade creditors	-	60,470
Amounts owed to group undertakings	30,000	11
Other creditors	15,075	35,491
Taxation and social security	99	-

	45,174	95,972

7. Share Capital

	31 March 2026	31 March 2025
	£	£
Allotted, Called up and fully paid	1	1

8. Pension Commitments

The company operates a defined contribution pension scheme for its employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date unpaid contributions of £1,991 (2025: £1,991) were due to the fund. They are included in Other Creditors.

9. Ultimate Parent Undertaking and Controlling Party

The company's immediate and ultimate parent undertaking is Pontoro Inc . Pontoro Inc was incorporated in the United States of America and its registered office address is Suite 120-230 650 Castro Street, Mountain View, California, United States, 94041 . The ultimate controlling party is Pontoro Inc who controls 100% of the shares of Pontoro UK Ltd .

No consolidated financial statements have been prepared.

10. Share Based Payment

The parent company operates an equity based share option scheme to certain employees which provides additional remuneration for those employees who are key to the company. The options are granted under an approved EMI option plan, with the exercise price of £0.32. The options expire ten years after the date of the grant. Employees are not entitled to dividends until the shares are exercised. All options granted have performance conditions relating to the relevant employee remaining in the employment of the company at exercise.

A reconciliation of share option movements during the period ended 31 March 2026 is shown below:

Number of options - Weighted average exercise price

Opening as at 1 April 2025: 190,000 - £0.32

Granted during the period: Nil - £Nil

Forfeited during the year: Nil - £Nil

Exercised during the year: Nil - £Nil

Outstanding as at 31 March 2026: 190,000 - £0.32

Equity settled schemes - charges arising: £23,886 (2025: £31,745)

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Pontoro UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2026

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		31 March 2026		31 March 2025
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		420		781

			420		781
CURRENT ASSETS
Debtors	5	1,306		6,531
Cash at bank and in hand		28,538		36,461

		29,844		42,992
Creditors: Amounts Falling Due Within One Year	6	(45,174 )		(95,972 )

NET CURRENT ASSETS (LIABILITIES)			(15,330 )		(52,980 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(14,910 )		(52,199 )

NET LIABILITIES			(14,910 )		(52,199 )

CAPITAL AND RESERVES
Called up share capital	7		1		1
Share options reserve			55,632		31,745
Profit and Loss Account			(70,543 )		(83,945 )

SHAREHOLDERS' FUNDS			(14,910)		(52,199)