Company No: SC567055 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	4	682,690		456,749
Tangible assets	5	7,603		4,143
Investments	6	10		0
		690,303		460,892
Current assets
Debtors	7	209,855		94,702
Cash at bank and in hand		28,186		50
		238,041		94,752
Creditors: amounts falling due within one year	8	( 937,754)		( 1,060,589)
Net current liabilities		(699,713)		(965,837)
Total assets less current liabilities		(9,410)		(504,945)
Creditors: amounts falling due after more than one year	9	( 49,870)		( 70,337)
Net liabilities		( 59,280)		( 575,282)
Capital and reserves
Called-up share capital	10	2		2
Share premium account		1,309,466		470,067
Profit and loss account		( 1,368,748 )		( 1,045,351 )
Total shareholders' deficit		( 59,280)		( 575,282)

For the financial year ending 31 May 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Raven Controls Limited (registered number: SC567055) were approved and authorised for issue by the Board of Directors on 18 September 2025. They were signed on its behalf by:

Mr I Kerr Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Raven Controls Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is C/O Johnston Carmichael Llp 1st Floor, 227 West George Street, Glasgow, G2 2ND, United Kingdom.

The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The company incurred a loss for the year in line with its business plan, as it continues to invest in research and development activities. At the balance sheet date, the company had net current liabilities of £699,713. However, this includes deferred income of £289,096 relating to future sales and grant income, which will be recognised in the following financial year.

In addition, £368,938 is owed to related parties who have confirmed they will not seek repayment until the company has sufficient resources to do so. Post year end, the company has completed a share issue and raised £985,520 to support its development and commercial plans.

The company has also recently secured contracts with major customers in its target market, which are expected to generate significant revenue growth in future periods.

Having considered these factors, including the expected cash flows and funding arrangements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Exchange differences are recognised in the Profit and Loss Account in the period in which they arise.

Turnover

Turnover is recognised at the fair value of the consideration receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably.

Employee benefits

Short term benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. If material the fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Taxation

Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

In the event that an internally generated intangible asset arises from the company's development activities
then it will be recognised only if all of the following conditions are met:
• an asset is created that can be identified;
• the project from which the asset arises meets the company's criteria for assessing technical feasibility;
• it is probable that the asset created will generate future economic benefits; and
• the development cost of the asset can be measured reliably.

Intangible assets

In the event that an internally generated intangible asset arises from the company's development activities
then it will be recognised only if all of the following conditions are met:
• an asset is created that can be identified;
• the project from which the asset arises meets the company's criteria for assessing technical feasibility;
• it is probable that the asset created will generate future economic benefits; and
• the development cost of the asset can be measured reliably.

Internally generated intangible assets are amortised on a straight-line basis over their useful lives. Where
no internally generated intangible asset can be recognised, development expenditure is recognised as an
expense in the period in which it is incurred.

Other intangible assets

3 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Office equipment	25 % reducing balance
Computer equipment	3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Leases

The Company as lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, and loans from related parties, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	11		9

3. Share-based payments

Equity-settled share-based payment schemes

The Company has an HMRC approved share option scheme for employees.

Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting period for the approved scheme is spread evenly over two years from grant of the option and are exercisable on exit. Options are forfeited if the employee leaves the Company before the options vest.

Details of the share options outstanding during the financial year are as follows:

	2025			2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	160	32.93		1,774	32.93
Exercised during the period	0	0		( 1,614)	32.93
Outstanding at the end of the period	160	32.93		160	32.93
Exercisable at the end of the period	0	0		0	0

The fair value of the share options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

The share options are of equity-settled EMI options and have a maximum term of 10 years.

The company did not recognise any share-based payment expenses which relate to the EMI scheme through the profit and loss account as they were deemed to be immaterial.

4. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 June 2024	1,833,605		1,833,605
Additions	563,438		563,438
At 31 May 2025	2,397,043		2,397,043
Accumulated amortisation
At 01 June 2024	1,376,856		1,376,856
Charge for the financial year	337,497		337,497
At 31 May 2025	1,714,353		1,714,353
Net book value
At 31 May 2025	682,690		682,690
At 31 May 2024	456,749		456,749

5. Tangible assets

	Office equipment		Computer equipment		Total
	£		£		£
Cost
At 01 June 2024	4,887		22,010		26,897
Additions	208		6,163		6,371
At 31 May 2025	5,095		28,173		33,268
Accumulated depreciation
At 01 June 2024	3,032		19,722		22,754
Charge for the financial year	485		2,426		2,911
At 31 May 2025	3,517		22,148		25,665
Net book value
At 31 May 2025	1,578		6,025		7,603
At 31 May 2024	1,855		2,288		4,143

6. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 June 2024	0
Additions	10
At 31 May 2025	10
Carrying value at 31 May 2025	10
Carrying value at 31 May 2024	0

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.05.2025	Ownership 31.05.2024
Raven Controls Inc	United States of America	Software Development	Ordinary	100.00%	0.00%

7. Debtors

	2025		2024
	£		£
Trade debtors	119,840		78,678
Amounts owed by Group undertakings	29,023		0
Other debtors	60,992		16,024
	209,855		94,702

8. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank overdrafts	6,062		18,245
Trade creditors	181,458		107,692
Convertible loan notes	0		176,000
Taxation and social security	49,931		( 15,699)
Other creditors	700,303		774,351
	937,754		1,060,589

There are no amounts included above in respect of which any security has been given by the small entity.

9. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Other creditors	49,870		70,337

There are no amounts included above in respect of which any security has been given by the small entity.

10. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
17,146 Ordinary shares of £ 0.0001 each (2024: 15,535 shares of £ 0.0001 each)	2		2

11. Related party transactions

Transactions with the entity's directors

	2025		2024
	£		£
Amounts owed by directors	8,089		5,000
Amounts owed to directors	50,000		62,000

Other related party transactions

	2025		2024
	£		£
Amounts owed to other related parties	318,938		298,808

12. Events after the Balance Sheet date

Subsequent to the year end, the company completed a share issue and raised £985,520 in investment. As this relates to conditions arising after the balance sheet date, it is treated as a non-adjusting event.