Essentia Analytics Ltd.

Notes to the Financial Statements for the Year Ended 31 December 2024

1	General information

The Company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1 Mark Square
London
EC2A 4EG

Principal activity

The principal activity of the Company is a provision of behavioural analytics services to professional investors.

These financial statements were authorised for issue by the Board on 25 September 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company’s activities. The company recognises revenue as total contract value divided by estimated onboarding time (months) plus duration of the current contract (months). The contract value has been split equally across these periods and the revenue recognition starts in the month that the contract is executed (if executed on or before the 15th), or the month after the contract is executed (if executed after 15th). Renewals start on the anniversary of the access period. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The Company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the Company's activities.

Essentia Analytics Ltd.

Notes to the Financial Statements for the Year Ended 31 December 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

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.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Plant & machinery	15 - 25% straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Essentia Analytics Ltd.

Notes to the Financial Statements for the Year Ended 31 December 2024

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 other third parties, loans to related parties and investments in non-puttable ordinary shares.

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 profit or loss.

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.

Debtors

Basic financial assets, including trade and other debtors, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Creditors

Basic financial liabilities, including trade and other creditors, loans from third parties 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. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Essentia Analytics Ltd.

Notes to the Financial Statements for the Year Ended 31 December 2024

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Share based payments

Employees (including Directors) of the company receive remuneration in the form of share-based payments, whereby employees render services in exchange for rights over shares ("equity-settled transactions"). The cost of equity-settled transactions with employees is measured with reference to the fair value at the date on which they are granted. Fair value is measured using the Black-Scholes Option Pricing 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. In valuing equity-settled transactions, no account is taken of any performance conditions. Maximum term of the options is 10 years.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the years in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("vesting date").

At each reporting date, the cumulative expense recognised for equity-settled transactions reflects the extent to which the vesting period has expired and the number of awards, that in the opinion of the Directors, will ultimately vest. Directors' estimates are based on the best available information at that date.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. In the year ended 31 December 2024, the total expense arising from share-based payments is £5,443.

Research and development

Expenditure on research and development is charged to the profit and loss account in the year in which it is incurred.

Essentia Analytics Ltd.

Notes to the Financial Statements for the Year Ended 31 December 2024

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3	Going concern

The directors have considered the going concern position of the company taking into account the net loss for the year of £1,797,441, net liabilities of £4,388,519 and net current liabilities of £2,034,240 as at 31 December 2024.

The company’s financial statements have been prepared on a going concern basis on the grounds that following a recent Convertible Loan Note raise, the company is forecast to have a cash runway until at least September 2026.

The company is now engaging with potential strategic partners with the aim to reach a corporate transaction. This will convert the Convertible Loan Note and pay off the debt on the balance sheet. The company has been granted a repayment holiday from the lender and is due to start repaying the debt in April 2026.

Whilst the company has started generating profits on an EBITDA basis in 2025, it is noted that the company is dependent on the continuing support of it's lenders.

In the circumstances the directors believe it is appropriate to prepare the financial statements on a going concern basis. However, there is a material uncertainty related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern and, therefore, that it may be unable to realise all its assets and discharge its liabilities in the normal course of business. Should the company be unable to continue as a going concern, adjustments would be required to reclassify long term assets and liabilities to short term, to write current assets down to their realisable values and provide for any further liabilities that may arise.

Essentia Analytics Ltd.

Notes to the Financial Statements for the Year Ended 31 December 2024

4	Significant judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the Directors' opinion the significant judgements and key sources of estimation uncertainty are:

Key sources of estimation uncertainty

Valuation of share options:
The valuation of equity-settled share options are estimated at the grant date using the Black-Scholes formula. This value is recognised as an expense over the vesting period of the option, according to the terms of the contract. The cumulative amount of share-based payments recognised and held in the share-based payments reserve is £91,791 (2023: £86,348).

Revenue recognition:
The revenue recognition period is affected by the duration of the onboarding period. The onboarding period is subject to estimation uncertainty, as this varies on a customer by customer basis. However, the average onboarding period across all customers during the year was 3 months, and so, the Directors' have recognised revenue using this as their average onboarding period.

5	Summary audit opinion

Audit report

The Independent Auditor's Report was unqualified.

The name of the Senior Statutory Auditor who signed the audit report on 25 September 2025 was Hannah Fowlie, who signed for and on behalf of Bourner Bullock.

6	Staff numbers

The average number of persons employed by the Company (including directors) during the year, was 24 (2023 - 29).

Essentia Analytics Ltd.

Notes to the Financial Statements for the Year Ended 31 December 2024

7	Tangible assets

	Fixtures and fittings £	Total £
Cost or valuation
At 1 January 2024	101,058	101,058
Disposals	(6,544)	(6,544)
At 31 December 2024	94,514	94,514
Depreciation
At 1 January 2024	61,945	61,945
Charge for the year	18,092	18,092
Eliminated on disposal	(5,125)	(5,125)
At 31 December 2024	74,912	74,912
Carrying amount
At 31 December 2024	19,602	19,602
At 31 December 2023	39,113	39,113

8	Investments

	2024 £	2023 £
Investments in subsidiaries	7	7