ACCOUNTS - Final Accounts

Registered number: 11637116

XAMPLA LTD

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

XAMPLA LTD

REGISTERED NUMBER: 11637116

BALANCE SHEET

AS AT 31 DECEMBER 2024


	2024	2023
Note	£	£

Fixed assets
Intangible fixed assets	4		-		168
Tangible fixed assets	5		474,087		567,042
			474,087		567,210
Current assets
Debtors: amounts falling due after more than one year	6	38,056		-
Debtors: amounts falling due within one year	6	1,110,780		968,978
Bank and cash balances		835,754		3,671,528
		1,984,590		4,640,506
Creditors: amounts falling due within one year	7	(426,065)		(343,176)
Net current assets			1,558,525		4,297,330
Total assets less current liabilities			2,032,612		4,864,540
Provisions	8		(31,000)		-
Net assets			2,001,612		4,864,540

Capital and reserves
Called up share capital		340	323
Share premium account	12	15,157,576	13,806,870
Other reserves	12	1,711,445	762,600
Profit and loss account	12	(14,867,749)	(9,705,253)
		2,001,612	4,864,540

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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XAMPLA LTD

REGISTERED NUMBER: 11637116

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

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

A C French

Director

Date: 31 July 2025

The notes on pages 3 to 17 form part of these financial statements.

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	GENERAL INFORMATION

Xampla Ltd (Company number - 11637116) is a private company limited by shares incorporated in England. The Company's registered office and principal place of business is Bio-Innovation Centre, 25 Cambridge Science Park Road, Cambridge, CB4 0FW.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

GOING CONCERN

The Company incurred a net loss of £5,162,496 during the year ended 31 December 2024 and as at the balance sheet date the company had net assets amounting to £2,001,612 and cash at bank amounting to £835,754.
The Company intends to continue to invest in research and development activities as well as developing commercial relationships with customers, to increase revenue and to ensure that it remains in a position to fully exploit the growing opportunities in the areas of drop-in replacements for plastic films, microcapsules and coatings.
The Company is dependent on regular external funding while it continues to develop and commercialise its technology through research and development activities, in order that in the future it can license or sell the developed technology to generate cash inflows. The Company is expected to be loss making and in a net cash outflow position until at least 2027 as it progresses these activities and may need to generate further funding from either current or new investors or through debt financing.

The financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operational existence and will be able to meet liabilities as they fall due. In July 2025 the Company closed a £10m Series-A financing round. The majority of the cash from this financing round has been received by the Company at the time of signing these financial statements. This financing will enable the Company to continue to meet its liabilities into FY2027 without the need for additional investment. Based on the cash flow forecasts and support provided, the Directors have therefore prepared the accounts on a going concern basis.

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.3

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on dispatch of the goods, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Written purchase authorisation's are obtained from customers for a specified amount of product at a specified price and delivery is considered to have occurred at the time of shipment, dependent on agreed shipping terms. If goods are maintained at a consigned location, revenue is recognised when customers take the product for its use.
Rendering of services
Revenue for professional services is invoiced in line with customer contracts and recognised on the basis of work performed. Where contracts indicate time and materials, as the basis for charges, revenue is recognised directly in line with work completed. Where this is not the case project plans detailing resource requirement during a project are used to establish percentage completion at any point in time.
Licences
Revenue for licence fees is recognised when persuasive evidence for the arrangement exists, delivery has occurred, fees are fixed or determinable, non-refundable and require no further commitments with fee collection being probable.

2.4

GOVERNMENT GRANTS

Grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met, usually on submission of a valid claim for payment.
Government grants in respect of capital expenditure are credited to a deferred income account and are released to profit over the expected useful lives of the relevant assets by equal annual installments.
Grants of a revenue nature are recognised in profit or loss over the period in which the related costs are incurred.

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.5

INTANGIBLE ASSETS

Intangible assets acquired separately from a business are capitalised at cost. Intangible assets acquired as part of an acquisition of a business are capitalised separately from goodwill if the fair value can be measured reliably on initial recognition. Intangible assets, excluding development costs, created within the business are not capitalised and expenditure is charged against profits in the year in which it is incurred.

Subsequent to initial recognition, intangible assets are stated at cost less accumulated amortisation and accumulated impairment. Intangible assets are amortised on a straight line basis over their estimated useful lives. The carrying value of intangible assets is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.

The estimated useful lives range as follows:

Software Licences

2 to 5 years

If there are indicators that the residual value or useful life of an intangible asset has changed since the most recent annual reporting period previous estimates shall be reviewed and, if current expectations differ, the residual value, amortisation method or useful life shall be amended. Changes in the expected useful life or the expected pattern of consumption of benefit shall be accounted for as a change in accounting estimate.

2.6

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	-	2 to 5 years
Fixtures and fittings	-	2 to 5 years
Computer equipment	-	2 to 5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.7

OPERATING LEASES: THE COMPANY AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

RESEARCH AND DEVELOPMENT

Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development expenditure is recognised as an expense in the period in which it is incurred. This is a policy choice made by the directors, applied consistently in accordance with the reporting standard.
Research and development costs include direct staff costs, materials, and overheads attributable to the projects.

2.9

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.10

TAXATION

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

2.12

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.13

PENSIONS

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.14

SHARE-BASED PAYMENTS

The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they were granted. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’). The cumulative expense recognised for equity settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the number of awards that, in the opinion of the directors of the Company at that date, will ultimately vest. No expense is recognised for awards that do not ultimately vest.
Where the terms of an equity-settled award are modified, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the increase in the fair value of the award, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured at the date of modification. No reduction is recognised if the fair value of the award decreases as a result of the modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
Fair value is measured by use of the Black-Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

2.15

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.16

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.
Debt instruments (other than those wholly repayable or receivable within one year), including loans

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.16

FINANCIAL INSTRUMENTS (continued)

and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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 in the Statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.17

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.

2.18

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.

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	EMPLOYEES
		2024	2023
		£	£

Wages and salaries	2,663,117	2,043,103
Social security costs	265,698	223,954
Pension costs	120,510	64,880
	3,049,325	2,331,937

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Research and development	28	25
Administration	8	6
Sales and marketing	7	6

	43	37

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	INTANGIBLE ASSETS

	Intellectual property	Software	Total
	£	£	£
Cost
At 1 January 2024	77,454	948	78,402
Additions	-	-	-
Disposals	-	-	-
At 31 December 2024	77,454	948	78,402
Amortisation
At 1 January 2024	77,454	780	78,234
Charge for the year	-	168	168
At 31 December 2024	77,454	948	78,402
Net book value
At 31 December 2024	-	-	-
At 31 December 2023	-	168	168

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	TANGIBLE FIXED ASSETS

	Plant and equipment	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	768,784	240,667	49,401	1,058,852
Additions	105,504	104,839	7,667	218,010
Disposals	(27,738)	-	(5,163)	(32,901)
At 31 December 2024	846,550	345,506	51,905	1,243,961
Depreciation
At 1 January 2024	443,551	15,466	32,793	491,810
Charge for the year	192,402	106,476	9,848	308,726
Disposals	(25,614)	-	(5,048)	(30,662)
At 31 December 2024	610,339	121,942	37,593	769,874
Net book value
At 31 December 2024	236,211	223,564	14,312	474,087
At 31 December 2023	325,233	225,201	16,608	567,042

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	DEBTORS
		2024	2023
		£	£

Due after more than one year
Other debtors	38,056	-
	38,056	-


					2024	2023
					£	£

Due within one year
Trade debtors	21,805	6,365
Other debtors	64,013	216,419
Prepayments and accrued income	395,104	427,348
Tax recoverable	629,858	318,846
	1,110,780	968,978

7.	CREDITORS: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	122,696	139,814
Other taxation and social security	81,608	81,021
Other creditors	67,504	18,091
Accruals and deferred income	154,257	104,250
	426,065	343,176

8.	PROVISIONS

		Dilapidations provision
		£

	Charged to profit or loss	31,000
	At 31 December 2024	31,000

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Alloted, called up and fully paid share capital
		2024 No.	2024 £	2023 No.	2023 £

Ordinary shares of £0.0001 each	1,197,435	120	1,196,748	120
Deferred shares of £0.0001 each	33,408	3	33,408	3
Seed shares of £0.0001 each	773,432	77	773,432	77
Seed 2 shares of £0.0001 each	644,445	64	644,445	64
Seed 3 shares of £0.0001 each	584,692	58	584,692	58
Seed 4 shares of £0.0001 each	164,438	16	-	-
	3,397,850	338	3,232,725	322

The Ordinary Shares have full rights regarding voting, payment of dividends and distributions.
The Seed Shares have the right to vote, receive dividends and participate in a distribution (including on a winding up). The Seed shares are not redeemable.

10.	Authorised share capital
		2024 No.	2024 £	2023 No.	2023 £

Ordinary shares of £0.0001 each	1,849,402	185	1,849,402	185
Deferred shares of £0.0001 each	33,408	3	33,408	3
Seed shares of £0.0001 each	773,432	77	773,432	77
Seed 2 shares of £0.0001 each	644,445	64	644,445	64
Seed 3 shares of £0.0001 each	584,692	58	584,692	58
Seed 4 shares of £0.0001 each	164,438	16	-	-
	4,049,817	403	3,885,379	387

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Share-based payments

The following table summarises the number and weighted average exercise prices (‘WAEP’) of, and movements in, share options during the year ended 31 December 2024.

The fair value of each equity-settled share option is estimated as at the date of grant using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted. The weighted average fair value of options granted during the year was £1.000. The options will vest over a four year period from grant date which in turn is based on employee start date.

12.

RESERVES

Share premium account

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

Other reserves

This reserve represents capital contributions made by the company in respect of share based compensation.

Profit and loss account

This reserve includes all current and previous retained losses of the Company net of any distributions.

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	PENSION COMMITMENTS

The Company operates a defined contribution pension scheme with employees also contributing to the scheme. On 1 April 2024, the Company changed pension providers from ehe Government controlled auto-enrolment scheme, NEST to Scottish Widows. The pension cost charge amounted to £120,510 (2023 - £64,880). The creditor outstanding at 31 December 2023 was £43,729 (2023 - £16,791).

14.	RELATED PARTY TRANSACTIONS
	Total amounts paid to key management personnel in the year amounted to £642,210 (As restated 2023 - £481,695). Key management personnel are those who are involved in the strategic decisions of the Company.

15.	PRIOR YEAR ADJUSTMENT

A prior year adjustment has been made to the disclosure of Directors' remuneration due to inclusion of the employer's NI. The result has no impact on the face of the Statement of Comprehensive Income or Balance Sheet. The only impact is seen in the Directors' remuneration note where Directors' emoluments has reduced by £25,581, and the disclosure of the remuneration of the highest paid director has reduced by £20,559.
A prior year adjustment has been made to the disclosure of commitments under operating leases due to the commitment having been calculated over a lease period 12 months longer than the signed lease agreement end date. The result has no impact on the face of the Statement of Comprehensive Income or Balance Sheet. The only impact is seen in the commitments under operating leases note where the future minimum rentals payable under operating leases later than one year but not later than five years has reduced by £120,540.
A prior year adjustment has been made to the disclosure of related party transactions due to exclusion of employer's NI and pension costs in the total compensation of key management personnel. The result has no impact on the face of the Statement of Comprehensive Income or Balance Sheet. The only impact is seen in the related party transactions note where the total compensation of key management personnel has increased by £50,000.

16.	POST BALANCE SHEET EVENTS

In April 2025, £400,277 was received from existing investors relating to the issue of 2,142,412 Ordinary shares and 906,768 Seed 4 shares.

In May 2025, £399,998 was received from existing investors relating to the issue of 244,842 Seed 4 shares.

In June 2025, £399,998 was received from existing investors relating to the issue of 244,842 Seed 4 shares.

In July 2025, £8,700,00 was received from new and existing investors relating to the issue of 5,325,335 Series-A shares.

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XAMPLA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	AUDITORS' INFORMATION

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 31 July 2025 by Sean McCann (Senior Statutory Auditor) on behalf of Price Bailey LLP.

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