REGISTERED NUMBER: 16047731 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 29 OCTOBER 2024 TO 31 DECEMBER 2025

FOR

DUALITY TECHNOLOGIES LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

A Kaufman

K R Rohloff

SECRETARY:

REGISTERED OFFICE:

4th Floor, St. James House

St. James Square

Cheltenham

GL50 3PR

REGISTERED NUMBER:

16047731 (England and Wales)

CURRENT ASSETS

Debtors

4

43,210

CREDITORS

Amounts falling due within one year

5

31,686

NET CURRENT ASSETS

11,524

TOTAL ASSETS LESS CURRENT LIABILITIES

11,524

CAPITAL AND RESERVES

Called up share capital

6

100

Retained earnings

11,424

SHAREHOLDERS' FUNDS

11,524

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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:

A Kaufman - Director

1.	STATUTORY INFORMATION

Duality Technologies Ltd 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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Taxation

Taxation for the period 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 period 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.

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.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Statement of financial position date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the Statement of financial position date.

Going concern

These financial statements have been drawn up on the going concern basis. The company is dependent upon the support of its parent company, and only customer, in order to meet its working capital requirements.

The parent company has provided assurances that this support will continue for a period that exceeds twelve months from the date of approval of these financial statements and believes it will have the funds required to provide this support. On the basis of these assurances the directors believe that the going concern basis is appropriate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 1 .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other debtors

43,210

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed to group undertakings

27,293

Corporation tax

3,800

Accrued expenses

593

31,686

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

100

Ordinary

1

100

100 Ordinary shares of 1 each were allotted and fully paid for cash at par during the period.

7.	PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £30,932.

Contributions totalling £Nil were payable to the fund at the reporting date and are included in creditors.

8.	RELATED PARTY DISCLOSURES

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.

9.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Duality Technologies Inc., a company incorporated in the United States of America. The group in which the results of the company are consolidated is that headed by Duality Technologies Inc., with its registered office at 5 Marine View Plaza, Suite 304, Hoboken, NJ X7030, United States of America.