Company No: 09007359 (England and Wales)

Contents

• Company Information
• Statement of Financial Position
• Notes to the Financial Statements

DIRECTORS	C Heldman
	J E Horn
	IP2IPO Services Limited

REGISTERED OFFICE	Stonecross
	Trumpington High Street
	Cambridge
	CB2 9SU
	United Kingdom

COMPANY NUMBER

09007359 (England and Wales)

ACCOUNTANT	S&W Partners (East) LLP
	Stonecross
	Trumpington High Street
	Cambridge
	CB2 9SU

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	5	8,635		8,864
Investments	6	129		129
		8,764		8,993
Current assets
Stocks		338,893		208,526
Debtors	7	7,040,502		5,976,675
Cash at bank and in hand		440,240		370,226
		7,819,635		6,555,427
Creditors: amounts falling due within one year	8	( 713,346)		( 150,325)
Net current assets		7,106,289		6,405,102
Total assets less current liabilities		7,115,053		6,414,095
Creditors: amounts falling due after more than one year	9	( 8,776)		( 19,062)
Net assets		7,106,277		6,395,033
Capital and reserves
Called-up share capital	10	89,651		81,039
Share premium account		20,977,515		19,811,775
Profit and loss account		( 13,960,889 )		( 13,497,781 )
Total shareholders' funds		7,106,277		6,395,033

For the financial year ending 31 December 2024 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 Statement of Comprehensive Income has not been delivered.

The financial statements of Sam Labs Ltd. (registered number: 09007359) were approved and authorised for issue by the Board of Directors on 24 September 2025. They were signed on its behalf by:

J E Horn 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

Sam Labs Ltd. (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Stonecross, Trumpington High Street, Cambridge, CB2 9SU, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The functional currency of Sam Labs Ltd. is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

These financial statements are separate financial statements.

Going concern

The financial statements have been prepared on a going concern basis.

The company has incurred losses during the year and prior period. However, the directors have made an assessment in preparing these financial statements as to whether the Company is a going concern and have considered the company's financial position, including the continued financial support from shareholders through additional equity funding, and have concluded that there are no material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise on monetary items.

Turnover

Turnover is generated by sales of educational coding kits and lesson plans. Turnover is stated net of VAT and trade discounts and is recognised when the kits are shipped either from the manufacturing facilities or warehouses.

Share-based payment

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with the fair value of the goods and services received.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.
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 income.

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 enacted or substantively enacted 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. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Computer software	3 years straight line
Website costs	5 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:

Leasehold improvements	3 years straight line
Plant and machinery	3 years straight line
Fixtures and fittings	3 years straight line
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.

Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	7		9

3. Share-based payments

Equity-settled share-based payment schemes

The Company offers share options to its employees via an Enterprise Management Incentive scheme ("EMI") granting options over the Ordinary shares of the company. The options have an exercise price of £0.52 per share and have vesting dates from 2015 onwards. The company also offers a non-EMI option with vesting dates from 2017 onwards.

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

	2024			2023
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	293,552	0.52		293,552	0.52
Outstanding at the end of the period	293,552	0.52		293,552	0.52
Exercisable at the end of the period	293,552	0.52		293,552	0.52

The fair value of the options has been deemed by the directors to be the same as the exercise price at the date of the grant. As a result, the share-based payment is nil, and no charge has been recognised in the Statement of comprehensive income.

4. Intangible assets

	Computer software		Website costs		Total
	£		£		£
Cost
At 01 January 2024	43,436		22,763		66,199
At 31 December 2024	43,436		22,763		66,199
Accumulated amortisation
At 01 January 2024	43,436		22,763		66,199
At 31 December 2024	43,436		22,763		66,199
Net book value
At 31 December 2024	0		0		0
At 31 December 2023	0		0		0

5. Tangible assets

	Leasehold improve- ments		Plant and machinery		Fixtures and fittings		Computer equipment		Total
	£		£		£		£		£
Cost
At 01 January 2024	14,321		90,914		8,976		94,930		209,141
Additions	0		0		0		5,883		5,883
Disposals	0		0		0		( 260)		( 260)
At 31 December 2024	14,321		90,914		8,976		100,553		214,764
Accumulated depreciation
At 01 January 2024	14,321		90,914		8,976		86,066		200,277
Charge for the financial year	0		0		0		6,112		6,112
Disposals	0		0		0		( 260)		( 260)
At 31 December 2024	14,321		90,914		8,976		91,918		206,129
Net book value
At 31 December 2024	0		0		0		8,635		8,635
At 31 December 2023	0		0		0		8,864		8,864

6. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	129
At 31 December 2024	129
Carrying value at 31 December 2024	129
Carrying value at 31 December 2023	129

7. Debtors

	2024		2023
	£		£
Trade debtors	93,001		195,845
Amounts owed by Group undertakings	6,857,892		5,746,055
Prepayments	77,949		25,193
Other debtors	11,660		9,582
	7,040,502		5,976,675

8. Creditors: amounts falling due within one year

	2024		2023
	£		£
Bank loans	10,286		10,035
Trade creditors	163,314		36,898
Amounts owed to Group undertakings	180,202		0
Accruals and deferred income	95,896		49,827
Other taxation and social security	0		14,305
Other creditors	263,648		39,260
	713,346		150,325

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

	2024		2023
	£		£
Bank loans	8,776		19,062

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

10. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
3,050,194 A ordinary shares of £ 0.01 each (2023: 3,036,149 shares of £ 0.01 each)	30,501.94		30,361.49
847,146 C ordinary shares of £ 0.01 each (2023: nil shares)	8,471.46		0
5,025,493 Ordinary shares of £ 0.01 each	50,254.93		50,254.93
42,311 B ordinary shares of £ 0.01 each	423.11		423.11
	89,651.44		81,039.53

During the year, class A shares were allotted with an aggregate nominal value of £140. The shares were issued on a bonus scheme.

In addition, class C shares were allotted with an aggregated nominal value of £8,472. The total consideration received was £1,174,212 which has increased share capital by £8,612 and share premium by £1,165,740.

11. Related party transactions

Transactions with entities in which the entity itself has a participating interest

	2024		2023
	£		£
Amounts due to a related party	(180,202)		0
Amounts due from a related party	6,857,892		5,723,737

All related party balances are recoverable and are repayable on demand.