REGISTERED NUMBER: 09921344 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

RE-LEASED SOFTWARE COMPANY UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

T P Wallace

J P Wallace

S J Caulton

SECRETARY:

S J Caulton

REGISTERED OFFICE:

Level 2, 8-14 Vine Hill

London

EC1R 5DX

REGISTERED NUMBER:

09921344 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Tangible assets

4

451,437

18,676

CURRENT ASSETS

Debtors

5

2,902,453

944,514

Cash at bank

349,131

1,178,375

3,251,584

2,122,889

CREDITORS

Amounts falling due within one year

6

1,171,370

370,198

NET CURRENT ASSETS

2,080,214

1,752,691

TOTAL ASSETS LESS CURRENT LIABILITIES

2,531,651

1,771,367

CREDITORS

Amounts falling due after more than one year

7

243,101

-

NET ASSETS

2,288,550

1,771,367

CAPITAL AND RESERVES

Called up share capital

9

1

1

Capital contribution reserve

10

146,467

137,400

Retained earnings

10

2,142,082

1,633,966

SHAREHOLDERS' FUNDS

2,288,550

1,771,367

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 27 October 2026 and were signed on its behalf by:

S J Caulton - Director

1.	STATUTORY INFORMATION

Re-leased Software Company UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

The financial statements have been prepared on the going concern basis after consideration by the directors as to the appropriateness of this basis. The company's ultimate parent company has confirmed they will continue to support the company as required for a period in excess of 12 months and 1 day from the signing of the audit report.

As the Group has incurred net losses and it's current liabilities exceed its total assets, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Additionally, the recoverability of the company's intercompany debtor balance of £2,044,727 is dependent on the continued financial support and future funding and financial performance of the wider Group and may not be fully recoverable..

The Group is a growth-focused business, reliant on expanding its customer base to drive future revenue growth in core markets. As a result, the group is not yet operating profitably and is in a negative working capital position and negative equity.

The Board has evaluated the Group's financial position, future outlook, and available funding and has concluded that the Group remains a going concern. Accordingly, the financial statements have been prepared on the going concern basis and do not include any adjustments that may arise should the Group be unable to continue as a going concern or should the intercompany debtor not prove fully recoverable.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover comprises revenue from software licences, software related services and intercompany service income. Revenue is measured at the amount of consideration to which the company expects to be entitled under contractual arrangements, excluding value added tax.

Subscription-based revenue is recognised on a straight-line basis over the subscription term as the performance obligation is satisfied over time. Amounts invoiced in advance of the service period are recorded as deferred income and released to the income statement as performance obligations are fulfilled.

Payment processing income is recognised at the point in time each transaction is processed, representing the satisfaction of a distinct performance obligation.

Intercompany revenue is calculated on a cost plus basis, and is recharged to a fellow group undertaking. Turnover is recognised when chargeable costs are incurred.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses.

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Plant and machinery etc - 33% on cost

Land and buildings - Term of the lease

Financial instruments

Basic Financial Instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by section 12 of FRS 102.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Foreign currencies

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 of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

At the commencement date of a lease, the Company recognises a right-of-use asset and a corresponding lease liability.

The lease liability is initially measured at the present value of future lease payments discounted using the Company's incremental borrowing rate. The right of use asset is initially measured at the amount of the lease liability, adjusted for any directly attributable costs.

The lease liability is subsequently measured at amortised cost using the effective interest method. Lease payments are allocated between reduction in the lease liability and finance costs, which are recognised in profit or loss over the lease term. The right of use asset is subsequently depreciated on a straight line basis over the lease term.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based payments

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the options, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in the profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

When awards lapse as a result of employees leaving before vesting conditions are satisfied, previously recognised amounts relating to unvested awards are reversed through profit or loss.

The share-based payment expense is recognised over the vesting period, with the corresponding credit recognised in the share option reserve within equity, as the Company has no obligation to reimburse the parent entity.

Early adoption

The company has elected to early adopt the amendments to FRS 102 arising from the Periodic Review 2024, which are effective for accounting periods beginning on or after 1 January 2026.

The amendments have been applied in accordance with the transitional provisions of FRS 102 and comparative information has not been restated. In applying the revised revenue recognition requirements, the company has applied the available transition reliefs in respect of contracts existing at the date of transition.

As the company's lease commenced during the current year, no lease assets or liabilities were recognised on transition. The lease has been accounted for from its commencement date in accordance with the revised lease accounting requirements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 47 (2025 - 40 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 April 2025

-

61,133

61,133

Additions

524,004

28,161

552,165

Disposals

-

(45,398

)

(45,398

)

At 31 March 2026

524,004

43,896

567,900

DEPRECIATION

At 1 April 2025

-

42,457

42,457

Charge for year

101,890

10,733

112,623

Eliminated on disposal

-

(38,617

)

(38,617

)

At 31 March 2026

101,890

14,573

116,463

NET BOOK VALUE

At 31 March 2026

422,114

29,323

451,437

At 31 March 2025

-

18,676

18,676

During the year the company entered into a lease for office premises. The lease has been accounted for in accordance with the amended requirements of FRS 102.

A right-of use-asset of £524,004 was recognised on commencement of the lease. Depreciation charged in the year amounted to £101,890.

At year end the lease liability was £425,227 of which £182,126 is current and £243,101 is non-current.

The company is not exposed to any material future cash outflows in respect of the lease that were not reflected in the measurement of the lease liability. The lease liability was measured using the company's incremental borrowing rate. An interest expense of £16,976 was recognised in the year.

The right-of-use asset recognised in respect of the lease is included within tangible fixed assets and the related lease liability is included within other creditors & accruals.

5.

DEBTORS

31.3.26

31.3.25

(Unaudited)

£

£

Amounts falling due within one year:

Trade debtors

283,099

7,257

Amounts owed by group undertakings

2,044,727

716,207

Other debtors

486,720

221,050

2,814,546

944,514

31.3.26

31.3.25

(Unaudited)

£

£

Amounts falling due after more than one year:

Other debtors & prepayments

87,907

-

Aggregate amounts

2,902,453

944,514

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.26

31.3.25

(Unaudited)

£

£

Bank loans and overdrafts

-

2,831

Trade creditors

32,838

5,414

Taxation and social security

353,937

96,006

Other creditors & accruals

784,595

265,947

1,171,370

370,198

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.3.26

31.3.25

(Unaudited)

£

£

Other creditors

243,101

-

8.	DEFERRED TAX

£

Balance at 1 April 2025

(39,095

)

Provided during year

(7,074

)

Balance at 31 March 2026

(46,169

)

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.26

31.3.25

value:

£

£

1

Ordinary Shares

£1

1

1

10.

RESERVES

Capital

Retained

contribution

earnings

reserve

Totals

£

£

£

At 1 April 2025

1,633,966

137,400

1,771,366

Profit for the year

508,116

508,116

Share option charge

-

9,067

9,067

At 31 March 2026

2,142,082

146,467

2,288,549

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

12.	ULTIMATE CONTROLLING PARTY

Re-Leased Software Company Limited (NZ), whose registered office is 111 Wellesley Street West Auckland 1010, is the ultimate controlling company and prepares consolidated financial statements which include the results and financial position of Re-Leased Software Company UK Limited. Consolidated accounts are available at the registered office address.

13.	SHARE-BASED PAYMENT TRANSACTIONS

Certain employees have been granted share options in Re-Leased Software Company Ltd (NZ company) during their employment with the company. The majority of the share options vest over a 4 year period with 25% being subject to an initial 12 month cliff and the remaining 75% vesting monthly over the following 36 months in equal instalments, subject to the employees' continuing employment with the employer.

The options are equity settled. The share option charge is being determined by using the Black-Scholes valuation methodology to assess the fair market value at the date of grant and the charge is being released to the income statement in line with the graded vesting approach.

Item

Number

Weighted average exercise price ($NZD

)

Outstanding at the beginning of the period

1,418,779

0.71

Granted during the period

146,557

1.31

Forfeited/cancelled during the period

45,280

1.31

Exercised during the period

-

Expired during the period

-

-

Outstanding at the end of the period

1,520,056

0.72

Exercisable at the end of the period

753,410

0.59

The charge recognised in the year was £9,067 (2025: £13,928).

In addition to the above, during the year, 86,296 share options were exercised. No corresponding movement is reflected in the share option reserve in the current year as the associated reserve value had been recognised with prior period share-based payment calculations. As a result, the exercise of these options did not give rise to a material movement in the reserve during the year. The year end share option reserve balance remains appropriately stated and no adjustment to the financial statements was considered necessary.