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REG - Ashington Innovation - Annual results

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RNS Number : 4785C  Ashington Innovation PLC  30 April 2026

The information contained within this announcement is deemed by the Company to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014, as retained as part of the law of England and Wales. Upon
the publication of this announcement via the Regulatory Information Service,
this inside information is now considered to be in the public domain.

 

Press Release

 

30 April 2026

 

Ashington Innovation plc

 

("Ashington" or "the Company")

 

Annual results

 

Ashington Innovation plc (LSE: ASHI; FSE: 6FW), a special purpose acquisition
company ("SPAC"), announces its audited results for the 12 months ended 31
December 2025.

 

Management report

Ashington Innovation plc was incorporated as a Special Purpose Acquisition
Vehicle (SPAC). The Company's objective remains that of generating an
attractive rate of return for its shareholders, predominantly through capital
appreciation, by taking advantage of opportunities to acquire companies or
businesses primarily in the technology sector and to operate those that it
acquires.

 

During the year under review, despite reviewing many potential opportunities,
both in the UK and overseas, and entering initial discussions with several of
them, as at the date of this Annual Report, the Company has not identified any
specific acquisition targets into which more detailed negotiations have been
entered. Initial discussions continue as the Company continues to actively
seek a suitable acquisition target, and the intention remains to acquire a
controlling interest in target business(es) or company(ies).

 

No revenue was generated during the year, and while the Company pursues its
long-term strategy to seek an acquisition target, it nevertheless needs to
fund the overheads associated with maintaining its status as a listed company.
The Directors continue to maintain a strict control over these running costs,
and the loss before tax of £199,094 has been considerably reduced from the
previous year's loss of £268,558.

 

The full annual report is available for download from the Company's website
(www.ashingtoninnovation.com).

 

For further information please contact:

 

 Ashington Innovation PLC
 Peter Presland            info@ashingtoninnovation.com

 Non-Executive Director

 

About Ashington Innovation plc

Ashington Innovation plc is a special purpose acquisition company (SPAC),
formed with the intention of acquiring businesses operating in the technology
sector, in particular the financial services technology and deep technology
sectors. The Company is not limited to any specific geographic region in
identifying its target companies. www.ashingtoninnovation.com.

 

Forward-looking statements:

This announcement may contain "forward-looking" statements and information
relating to the Company. These statements are based on the beliefs of Company
management, as well as assumptions made by and information currently available
to Company management. The Company does not undertake to update
forward‐looking statements or forward‐looking information, except as
required by law.

 

 

ASHINGTON INNOVATION PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

                             Year ended 31 December  Year ended 31 December
                             2025 (£)                2024 (£)
 Administrative expenses     (198,055)               (268,751)
 Finance income              -                       193
 Finance charge              (1,039)                 -
 Loss before tax             (199,094)               (268,558)
 Tax expense                 -                       -
 Loss for the year           (199,094)               (268,558)
 Total comprehensive income  (199,094)               (268,558)

Basic and diluted loss per share

Year ended 31 December 2025: (0.27p)

Year ended 31 December 2024: (0.37p)

There is no other comprehensive income. The loss for the year is the same as
the total comprehensive income for the year attributable to the owners of the
Company.

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

                              Note  2025 (£)     2024 (£)
 Assets
 Current assets
 Trade and other receivables  8     21,188       30,518
 Cash and cash equivalents    16    50,565       185,810
 Total assets                       71,753       216,328

 Liabilities
 Current liabilities
 Trade and other payables     9     51,693       48,213
 Borrowings                   10    104,923      68,230
 Total liabilities                  156,616      116,443

 Net assets/(liabilities)           (84,863)     99,885

 Issued capital and reserves
 Share capital                11    725,979      725,979
 Share premium reserve        12    915,988      915,988
 Retained earnings            12    (1,741,176)  (1,542,082)
 Other reserve                12    14,346       -
 Total equity                       (84,863)     99,885

The financial statements were approved and authorised for issue by the board
of directors and were signed on its behalf by:

P E Presland

Director

29 April 2026

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

                                                   Share capital  Share premium  Retained earnings  Other reserve  Total equity
                                                   £              £              £                  £              £

 At 1 January 2024                                 625,979        815,998        (1,273,524)        -              168,453

 Comprehensive income for the year

 Loss for the year                                 -              -              (268,558)          -              (268,558)

 Contributions by and distributions to owners

 Issue of share capital, net of transaction costs  100,000        99,990         -                  -              199,990
 (see Note 11 and Note 12)

 At 1 January 2025                                 725,979        915,988        (1,542,082)        -              99,885

 Comprehensive income for the year

 Loss for the year                                 -              -              (199,094)          -              (199,094)

 Contributions by and distributions to owners

 Capital contribution on discounted loan           -              -              -                  14,346         14,346

 At 31 December 2025                               725,979        915,988        (1,741,176)        14,346         (84,863)

 

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

                                                         Note  2025 (£)   2024 (£)
 Cash flows from operating activities
 Loss for the year                                             (199,094)  (268,558)

 Adjustments for:
 Movements in working capital:
 Decrease / (Increase) in trade and other receivables          9,330      (8,549)
 Increase / (Decrease) in trade and other payables             3,480      (99,419)

 Net cash used in operating activities                         (186,284)  (376,526)

 Cash flows from financing activities
 Issue of ordinary shares, net                                 -          199,990
 Increase in borrowings                                  10    51,039     39,200

 Net cash from financing activities                            35,654     239,190

 Net (decrease) / increase in cash and cash equivalents        (135,245)  (137,336)

 Cash and cash equivalents at beginning of year                185,810    323,146
 Cash and cash equivalents at end of the year            16    50,565     185,810

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. General Information

Ashington Innovation PLC (the 'Company') is a public company incorporated in
England and Wales and domiciled in the United Kingdom. The Company's
registered office is at 27/28 Eastcastle Street, London, W1W 8DH.

The Company's principal activity is that of a Special Purpose Acquisition
Company.

These financial statements are presented in pounds sterling, which is the
Company's functional currency. All amounts have been rounded to the nearest
pound, unless otherwise indicated.

2. Material Accounting policies

2.1 Basis of preparation

The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations as adopted by the UK (collectively UK adopted IFRS) and those
parts of the Companies Act 2006 that are relevant to companies reporting in
accordance with UK adopted IFRS.

The financial statements have been prepared under the historical cost
convention unless otherwise specified within the accounting policies.

In preparing the financial statements, management made judgments, estimates
and assumptions that affect the application of the Company accounting policies
and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively.

The Directors do not consider there to be any critical judgements that have
been made in arriving at the amounts recognised in the financial statements.

2.2 Going concern

As at 31 December 2025, the Company had cash at bank of £50,565 but made a
loss for the year ended at that date of £199,094 and has an accumulated
deficit on the statement of comprehensive income of £1,741,176. The Company
was established as a Special Purpose Acquisition Company and, as such is
unlikely to make any profit until the completion of a suitable acquisition.

During the previous year, the Company raised £199,990 net of costs through
the issue of new Ordinary shares to new investors, but the Directors recognise
that further funding is required under the Company's long-term plan to
continue to seek acquisition candidates. The Company has signed a loan
facility with its largest shareholder but also plans to raise significant
further equity capital either from existing or new investors. However, the
plans to raise additional equity capital from existing and new shareholders,
and the successful completion of a suitable acquisition are matters that are
not entirely within the control of the Directors and represent a material
uncertainty which may cast significant doubt on the Company's ability to
continue as a going concern. Despite this uncertainty, the loan facility the
Company has signed, has been increased and extended post year end. The
original loan facility of £200,000, as stated in Note 10 Borrowings, which
had a repayment term of 31 December 2026 has now been increased to £350,000
and the repayment term extended to 31 December 2027.

The Directors have a reasonable expectation that the Company has adequate
resources or access to further capital to continue in operational existence
for the foreseeable future and for this reason will continue to adopt the
going concern basis in the preparation of its financial statements.

2.3 Taxation

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

(i) Current tax

There is no tax payable as the Company has made a taxable loss for the year.
Taxable loss differs from 'Loss for the year' 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 current tax liability would be ordinarily calculated using tax
rates that have been enacted or substantively enacted by the end of the
reporting period.

(ii) Deferred tax

Deferred tax liabilities are generally recognised for all taxable temporary
differences between accounting profits/ losses and taxable profits/ losses.
Deferred tax assets are generally recognised for all deductible temporary
differences to the extent that it is probable that future taxable profits will
be available against which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the
temporary difference arises from the initial recognition (other than in a
business combination) of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.

The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Company expects,
at the end of the reporting period, to recover or settle the carrying amount
of its assets and liabilities. The carrying amount of deferred tax assets is
reviewed at the end of each reporting period and reduced to the extent that it
is no longer probable that sufficient future taxable profits will be available
to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are calculated at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.

(iii) Current and deferred tax for the period

Current and deferred tax are recognised in profit or loss, except when they
relate to items that are recognised in other comprehensive income or directly
in equity, in which case, the current and deferred tax are also recognised in
other comprehensive income or directly in equity respectively.

2.4 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together
with other short-term, highly liquid investments maturing within 90 days from
the date of acquisition that are readily convertible into known amounts of
cash and which are subject to an insignificant risk of changes in value.

2.5 Financial instruments

Financial assets and financial liabilities are recognised when an entity
becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
profit or loss.

Financial liabilities including trade and other payables are non-interest
bearing and carried at the original invoice amount. Trade payables represent
obligations to pay for services that have been provided in the ordinary course
of business. All financial liabilities approximate to fair value due to the
short-term nature of the financial instruments.

Financial liabilities that are non-current and do not carry interest are
recognised at their fair value. Initially this is measured as the present
value of all future cash flows, discounted using the prevailing market
interest rates for a comparable instrument with a similar credit rating. For
shareholder loans, the difference between the cash received and the present
value is treated as a capital contribution and recorded in equity.
Subsequently the changes in fair value at each reporting date are recognised
in the statement of comprehensive income.

2.6 Share Capital and Share Premium

Ordinary shares are classified as equity and are carried at par value. Share
premium represents the excess money received for issued shares above the par
value, net of transaction costs.

2.7 Accumulated Deficit

Accumulated deficit is classified as equity and represents the accumulated
trading losses of the Company.

2.8 Share-based payments

The Company has issued warrants to initial investors and certain
counterparties and advisers.

Equity-settled share-based payments are measured at fair value (excluding the
effect of non-market-based vesting conditions) at the date of the grant,
equating to the end date the Company and counterparty had a shared
understanding of the terms and conditions of the agreement. The fair value so
determined is expensed on a straight-line basis over the vesting period, based
on the Company's estimate of the number of shares that will eventually vest
and adjusted for the effect of non-market-based vesting conditions.

2.9 Recently released Standards / Interpretations

The Company has resolved not to early adopt new or revised standards and
interpretations with an effective date after the date of these financial
statements. The Company intends to adopt these standards as soon as they
become effective.

The Company has applied the following amendments for the first time for their
annual reporting period commencing 01 January 2025:

· Lack of Exchangeability - Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates

The Directors do not anticipate that the adoption of these new or revised
standards and interpretations will have a material impact on the Company's
financial statements in the period of initial application.

The following new standards, amendments to standards, and interpretations have
been issued, but are not effective for the reporting period commencing 01
January 2025 and have not been early adopted:

· 01 January 2026 - (Amendments to IFRS9 and IFRS 7) Amendments to
classification and measurement requirements for financial instruments

· 01 January 2027 - IFRS18 Presentation and Disclosure in Financial
Statements

· 01 January 2027 - (IFRS 19) Subsidiaries without Public Accountability:
Disclosures

The Directors do not believe the new and amended standards will have a
material effect on the Company.

2.10 Segmental reporting

As the Company operates as a single business unit with no activities that are
distinct reportable segments, then IFRS 8's segment reporting requirements do
not apply.

3. Auditor's remuneration

During the year, the Company obtained the following services from the
Company's auditors:

                                                                        Year ended 31 December  Year ended 31 December
                                                                        2025 (£)                2024 (£)
 Fees payable to the Company's auditors for the audit of the Company's  25,000                  24,000
 financial statements.

The auditor provided no non-audit services during the year or prior period.

4. Employee benefit expenses

                                                            Year ended 31 December  Year ended 31 December
                                                            2025 (£)                2024 (£)
 Employee benefit expenses (including directors) comprise:
 Wages and salaries                                         18,000                  18,000
 National insurance                                         1,769                   1,019

                                                            19,769                  19,019

Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Company,
including the Directors of the Company listed on page 6.

                                                        Year ended 31 December  Year ended 31 December
                                                        2025 (£)                2024 (£)
 Salary and Employers National Insurance Contributions  19,769                  19,019

                                                        19,769                  19,019

The monthly average number of persons, including the Directors, employed by
the Company during the year was as follows:

            Year ended 31 December  Year end 31 December
            2025 (No.)              2024 (No.)
 Directors  5                       5

5. Directors' remuneration

                        Year ended 31 December  Year ended 31 December
                        2025 (£)                2024 (£)
 Directors' emoluments  18,000                  18,000

                        18,000                  18,000

Directors' emoluments include salary and fees paid to Directors.

A breakdown of the remuneration paid to each Director who served during the
year is included within the Directors Remuneration Report on page 10, which
also provides details of share-based payments.

6. Tax expense

The reasons for the difference between the actual tax charge for the year and
the standard rate of corporation tax in the United Kingdom applied to losses
for the year are as follows:

                                                                  Year ended 31 December  Year ended 31 December
                                                                  2025 (£)                2024 (£)
 Loss for the year                                                (199,094)               (268,558)

 Loss before income taxes                                         (199,094)               (268,558)

 Tax using the Company's domestic tax rate of 25.00% (2024: 25%)  (49,774)                (67,140)

 Unrelieved tax losses carried forward                            49,774                  67,140

 Total current tax expense for the year                           -                       -

Factors affecting the current year tax charge

No liability to UK corporation tax arose on the ordinary activities for the
current period.

The Company has estimated excess management expenses of £1,739,978 (2024:
£1,540,884) available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset at a rate of 25% (2024:
25%) of approximately £434,995 (2024: £385,221) which has not been
recognised in the financial statements due to the uncertainty of the
recoverability of the amount.

Changes in tax rates and factors affecting the future tax charges

There were no factors that may affect future tax charges.

The Company has assessed the impact of the Pillar Two model rules on its
financial statements. Based on the Company's current operations and tax
structure, the implementation of these rules does not have a material impact
on the Company's financial position, results of operations, or cash flows.

7. Earnings per share

Basic earnings per share

Basic loss per share is calculated by dividing the loss attributable to equity
shareholders by the weighted average number of Ordinary shares in issue during
the year:

                                                                Year ended 31 December  Year ended 31 December
                                                                2025                    2024
 Loss after tax attributable to equity holders of the Company   (£199,094)              (£268,558)

 Weighted average number of shares                              72,597,900              72,597,900

 Weighted average number of Ordinary shares on a diluted basis  72,597,900              72,597,900

 Basic loss per share                                           (0.27p)                 (0.37p)

For the financial year ended 31 December 2025 and the year ended 31 December
2024, basic loss per share and diluted loss per share are the same due to the
effect of warrants being non-dilutive in light of the loss per share.

8. Trade and other receivables

                                            Year ended 31 December  Year ended 31 December
                                            2025 (£)                2024 (£)
 Current
 Prepayments and accrued income             17,720                  23,201
 VAT Recoverable                            3,468                   7,317

 Total current trade and other receivables  21,188                  30,518

9. Trade and other payables

                                         Year ended 31 December  As restated Year ended 31 December
                                         2025 (£)                2024 (£)
 Current
 Trade payables                          18,918                  13,181

 Accruals                                32,775                  35,032

 Total current trade and other payables  51,693                  116,443

As detailed in Note 18, Prior Year Reclassification, a previously categorised
other payable balance at 31 December 2024 has been recategorised within
borrowings and is disclosed in Note 10.

10. Borrowings

                              Year ended 31 December  Year ended 31 December
                              2025 (£)                2024 (£)
 Current
 Discounted shareholder loan  104,923                 68,230

 Total current borrowings     104,923                 68,230

In December 2025, the Company entered into a formal loan facility with a
Director, who was also a shareholder, for an amount of £200,000. During the
year, the amount loaned to the Company totalled £118,230 and the loan is
repayable on 31 December 2026.

The loan was recognised initially at its fair value of £103,884, which was
determined by discounting the future cash flows at a market rate of 12.0% per
annum. Subsequently, the loan was measured using the effective interest rate
method, and an interest charge recorded in the Statement of Comprehensive
Income.

The difference between the outstanding amount loaned of £118,230 and the fair
value on inception of the formalisation of the terms of the loan of £103,884,
which totals £14,346, was recognised as a capital contribution within 'Other
Reserves'. The increase in borrowings during the year was £51,039 as shown on
the Statement of Cash Flows and this consists of the movement shown above from
31 December 2024 to 31 December 2025 of £36,693 and the capital contribution
of £14,346.

Borrowings consist of transactions with related parties which are disclosed in
detail in Note 17.

11. Share capital

Issued and fully paid

                                 Year ended 31 December  Year ended 31 December  Year ended 31 December  Year ended 31 December
                                 2025 Number             2025 £                  2024 Number             2024 £
 Ordinary shares of £0.01 each
 At start of the year            72,597,900              725,979                 62,597,898              625,979
 Issued in the year              -                       -                       10,000,002              100,000

 At end of the year              72,597,900              725,979                 72,597,900              725,979

During the prior year there were two new share issues.

10,000,000 Ordinary £0.01 shares were issued on 01 August 2024 and £0.02 was
paid per share.

2 Ordinary £0.01 shares were issued on 01 August 2024 and £0.01 was paid per
share.

The Ordinary Shares have attached to them full voting, dividend and capital
distribution (including on winding up) rights, they do not confer any rights
of redemption.

12. Reserves

Share premium

The share premium account is a non-distributable capital reserve that
represents the excess money received for issued shares above the par value,
net of transaction costs.

A premium of £99,990 was paid on shares issued during the prior year. At the
Balance Sheet date, the total cumulative share premium was £915,988.

Retained earnings

All reserves in respect of profit and loss are distributable reserves.

Other Reserve

This non-distributable reserve represents the discount element of an interest
free shareholder loan.

13. Financial instruments - fair values and risk management

Accounting classifications and fair values

The following table shows the carrying amounts of financial assets and
financial liabilities. It does not include fair value information for
financial assets and financial liabilities not measured at fair value if the
carrying amount approximates to fair value.

                                                   Year ended 31 December 2025 (£)   Year ended 31 December 2024 (£)
 Financial assets not measured at fair value
 Cash and cash equivalents                         50,565                            185,810
                                                   50,565                            185,810
 Financial liabilities not measured at fair value
 Trade and other payables                          51,693                            116,443
                                                   51,693                            116,443
 Financial liabilities measured at fair value
 Borrowings                                        104,923                           -
                                                   104,923                           -

Financial Assets and Liabilities

Financial assets and liabilities are recognised on the Company's Statement of
Financial Position when the Company becomes party to the contractual
provisions of the instrument.

Financial risk management objectives

The Company's primary objective of financial risk management is to ensure
financial stability through the identification and assessment of financial
risks and developing suitable methods to mitigate these risks.

Credit Risk

The Company will only trade with third parties it recognises as being
creditworthy. Cash and cash equivalents are deposited only with a financial
institution that satisfy required credit criteria. There are no trade
receivable balances at the balance sheet date, but the Company will closely
monitor any future receivable balances to ensure such balances are fairly
stated.

Market risk

The Company's overall risk management programme considers the unpredictability
of financial markets and seeks to minimise potential adverse effects on the
Company's financial performance.

Liquidity risk

The Company has no borrowing that exposes it to liquidity risk. It closely
monitors liquid assets in the short term through the control and review of all
costs.

No maturity analysis has been prepared because there are no contractual
maturities and all trade payables will be due for payment within supplier
credit terms of 3 months or less.

Fair Values of Financial Assets and Liabilities

The Directors consider that the fair value of the Company's financial assets
and liabilities, other than borrowings, are not considered to be materially
different from their book values. Borrowings are initially recognised at their
fair value and subsequently the changes in fair value at each reporting date
are recognised in the statement of comprehensive income.

14. Controlling party

As at 31 December 2025 there is no ultimate controlling party.

15. Warrants

On 31 May 2023 the Company entered into an arrangement to issue warrants to
senior management, including the Directors, of the company. These warrants
will entitle the warrant holder to subscribe, following (and conditional upon)
completion of an acquisition, for such a number of Ordinary Shares as is
equal, in aggregate, to 5% of the number of new Ordinary Shares to be issued
as consideration shares pursuant to the acquisition at a subscription price of
£0.03 per share. These warrants will be exercisable for a period of two years
from the date of completion of the acquisition.

At the date of the warrant instrument being issued, the number of
consideration shares that will be issued following an acquisition is unknown
and therefore the number of shares subject to the warrants is unknown. The
timing of an acquisition is also unknown and therefore the expiry date of the
warrants is unknown. It is therefore not possible to disclose the number of
warrants outstanding or exercisable at the beginning nor end of the period nor
the weighted average remaining contractual life. No warrants were forfeited,
expired nor were exercised during the period.

As the warrants are to be settled in ordinary shares of the company, they have
been accounted for as an equity settled share-based payment in line with
IFRS2.

Given the number of unknown factors outlined above, the fair value of warrants
was determined by applying a Monte-Carlo simulation. The share-based payment
charge for the warrants has been taken in full at the date of the warrant
instrument being signed as there are no vesting conditions specified within
the warrant instrument.

A Monte Carlo simulation requires a number of assumptions to be made. The key
assumptions made to input into the Monte-Carlo simulation in respect of the
warrants are as follows:

 Number of shares in issue at 31 May 2023                 61,397,900
 Period in which an acquisition is expected to occur      2 years
 Probability of an acquisition within 2 years             66.67%
 Minimum size of an acquisition                           £30,000,000
 Maximum size of an acquisition                           £80,000,000
 Probability distribution of the acquisition size         Exponential
 Number of warrant shares issued to satisfy the warrants  58,328,005

There were no changes to the warrants in issue or their terms. Accordingly,
the Company recognised £Nil (2024: £Nil) of expenditure related to the
warrants in the period.

16. Notes supporting statement of cash flows

                                                                   31 December 2025 (£)   31 December 2024 (£)
 Cash at bank available on demand                                  50,565                 185,810
 Cash and cash equivalents in the statement of financial position  50,565                 185,810
 Cash and cash equivalents in the statement of cash flows          50,565                 185,810

17. Related Party Transactions

During the year the Company outsourced its administration services to
Mainvalley Limited, a Company owned and controlled by Peter Presland, a
Director of the Company. Mainvalley Limited charged the Company £18,000
(2024: £30,300) for these administration services.

At the Balance Sheet date, included within borrowings, was an amount owed of
£104,923 (2024: £68,230) to Jason Smart, a Director of the Company. The loan
to the Company, which is repayable on demand but not before 31 December 2026,
is interest free and unsecured, and forms part of a loan facility of £200,000
in total signed in December 2025. Upon formalisation of the repayment terms,
the other payable was recategorised as a borrowing liability.

18. Prior Year Reclassification

An existing payables balance, which was short-term, repayable on demand and
previously categorised as other payables at 31 December 2024, has been
recategorised within borrowings as at 31 December 2025 following the
formalisation of repayment terms and the Directors assessing a material change
in the nature of this balance during the year. As a result of this
reclassification, and in accordance with IAS1.41, the comparative balance of
£68,230 has been represented within borrowings. There has been no impact on
opening retained earnings as a result of this reclassification.

Effect on 2024 Financial Statements (Restated)

                                  As Previously Reported  Adjustments  Restated
 Statement of Financial Position
 Trade and Other Payables         68,230                  (68,230)     -
 Borrowings                       -                       68,230       68,230

                                       As Previously Reported  Adjustments  Restated
 Statement of Cash Flows
 Decrease in Trade and Other Payables  (60,219)                (39,200)     (99,419)
 Increase in Borrowings                -                       39,200       39,200

19. Unusual or Exceptional items

Included within the administrative expenses total for 2024 of £268,751 is a
credit in respect of VAT relating to prior period expenses of £84,317. The
Company was given a backdated VAT registration date of 01 June 2023; however,
this was not approved until 18 September 2024. As the approval date of the VAT
registration was after the date the 2023 financial statements were signed, all
expenses in the period ended 31 December 2023 were shown gross of VAT. The VAT
credit recognised in 2024 administrative expenses is considered an unusual
item in that it is a material non-recurring item.

20. Capital management and commitments

The Directors' objectives in capital management are to safeguard the Company's
ability to continue as a going concern in order to provide returns for the
shareholders and to maintain an optimal capital structure in order to reduce
the cost of capital. At the balance sheet date, the Company had been financed
by the introduction of capital as it was in the previous period. In the future
the expected capital structure of the Company is expected to consist of
borrowings and equity attributable to equity holders of the Company.

The Company is not currently subject to any externally imposed capital
requirements.

There was no capital expenditure contracted for at the end of the reporting
period but not yet incurred.

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