REGISTERED NUMBER: 12285629 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Orca Computing Limited

Page

Company Information

1

Chartered Certified Accountants' Report

2

Balance Sheet

4

Notes to the Financial Statements

6

DIRECTORS:

Mr J R T Lewis

Mr R L D Murray

Dr. J A S Nunn

Prof. I A Walmsley

Mr E Langaker

REGISTERED OFFICE:

30 Eastbourne Terrace

Lower Ground Floor

London

W2 6LA

REGISTERED NUMBER:

12285629 (England and Wales)

ACCOUNTANTS:

Chapman Robinson and Moore Limited

30 Bankside Court

Stationfields

Kidlington

Oxford

OX5 1JE

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Profit and Loss Account and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Orca Computing Limited for the year ended 31 December 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at accaglobal.com/rulebook.

This report is made solely to the Board of Directors of Orca Computing Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Orca Computing Limited and state those matters that we have agreed to state to the Board of Directors of Orca Computing Limited, as a body, in this report in accordance with the requirements of the Association of Chartered Certified Accountants as detailed at

https://www.accaglobal.com/gb/en/technical-activities/technical-resources-

search/2009/october/factsheet-163-audit-exempt-companies.html.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Orca Computing Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Orca Computing Limited. You consider that Orca Computing Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Orca Computing Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Chapman Robinson and Moore Limited

30 Bankside Court

Stationfields

Kidlington

Oxford

OX5 1JE

Date: .............................................

FIXED ASSETS

Intangible assets

4

1,541,653

2,019,318

Tangible assets

5

449,850

675,416

Investments

6

1

1

1,991,504

2,694,735

CURRENT ASSETS

Stocks

116,474

231,455

Debtors

7

2,904,292

2,328,735

Cash at bank

2,573,726

1,748,049

5,594,492

4,308,239

CREDITORS

Amounts falling due within one year

8

(1,724,551

)

(3,080,175

)

NET CURRENT ASSETS

3,869,941

1,228,064

TOTAL ASSETS LESS CURRENT LIABILITIES

5,861,445

3,922,799

CREDITORS

Amounts falling due after more than one year (including convertible debt)

9

(2,174,187

)

-

PROVISIONS FOR LIABILITIES

11

(39,485

)

(127,650

)

NET ASSETS

3,647,773

3,795,149

CAPITAL AND RESERVES

Called up share capital

150

126

Share premium

14,808,181

9,541,213

Capital redemption reserve

19

19

CLN reserve

627,599

-

Share option reserve

86,794

51,952

Retained earnings

(11,874,970

)

(5,798,161

)

3,647,773

3,795,149

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

Mr R L D Murray - Director

1.	STATUTORY INFORMATION

Orca Computing Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intellectual property is being amortised evenly over its estimated useful life of between two and five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

between 3 and 5 years

Government grants

Grants are accounted for under the performance model, i.e. grants are recognised as income if all performance conditions have been met in full, including receipt of payment.

Grant income is measured at the fair value of consideration received or receivable.

Costs incurred in respect of grant supported projects are included in prepayments at their recoverable value until the grant income to which it relates is recognised, when they are expensed. Project costs in excess of those recovered as grant income are expensed as incurred.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The financial statements have been prepared on a going concern basis. In assessing the appropriateness of this basis, the Directors have considered the Group's cash flow forecasts, available resources, and funding plans for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements.

The forecasts prepared by the Directors take into account the support of existing shareholders and the expectation of securing additional funding through a future capital raise. The Directors have received positive indications of continued financial support and, based on discussions to date, have a reasonable expectation that the necessary financing will be available within the required timeframe.

Accordingly, the Directors consider that it is appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would be required if the Group were unable to continue as a going concern.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 37 (2023 - 38 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

and 31 December 2024

2,019,318

AMORTISATION

Charge for year

477,665

At 31 December 2024

477,665

NET BOOK VALUE

At 31 December 2024

1,541,653

At 31 December 2023

2,019,318

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

1,176,645

Additions

24,698

At 31 December 2024

1,201,343

DEPRECIATION

At 1 January 2024

501,229

Charge for year

250,264

At 31 December 2024

751,493

NET BOOK VALUE

At 31 December 2024

449,850

At 31 December 2023

675,416

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2024

and 31 December 2024

1

NET BOOK VALUE

At 31 December 2024

1

At 31 December 2023

1

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

as restated

£

£

Trade debtors

63,922

132,141

Amounts owed by group undertakings

560,835

696,807

Other debtors

2,279,535

1,499,787

2,904,292

2,328,735

Included in Other Debtors is £365,291 (2023 - £410,160) of costs incurred for grant supported projects, which are included in prepayments at their recoverable value until the grant income to which they relate is recognised as income, when they are expensed. Project costs in excess of those recovered as grant income are expensed as incurred.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

as restated

£

£

Trade creditors

640,840

430,063

Amounts owed to group undertakings

225,659

61,639

Taxation and social security

116,528

127,821

Other creditors

741,524

2,460,652

1,724,551

3,080,175

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31/12/24

31/12/23

as restated

£

£

Other creditors

2,174,187

-

Included within the Other Creditors >1Yr balance are convertible loan notes that were issued on 13 December 2024. The principal value of the convertible loan notes was £2,762,000 in aggregate. The notes carry a fixed interest rate of 24% per annum and are repayable with a 250% redemption premium after a two-year term ending on 13 December 2026 unless redeemed, purchased or converted earlier.

Under the terms of the instrument, the loan notes, the 250% redemption premium, and any accrued interest may (provided a majority of noteholders agree) together be converted into shares upon any of the following events: (a) the final redemption date, or (b) (i) a share sale, (ii) an asset sale, (iii) a change of control, each as defined in the articles of association, (c) a qualifying financing round, a non-qualifying financing round, or an IPO.

In accordance with FRS 102, the instrument was assessed to contain both a liability and an equity component. The liability component was calculated as the present value of future contractual cash flows discounted at a market rate of interest (15%). The residual amount, representing the value of the conversion option, has been recognised in equity.

The convertible loan notes were recognised net of the costs incurred in their issue.

10.	FINANCIAL INSTRUMENTS

Share Options

Certain eligible management and employees of the company have been granted share options under the Company's Share Option Scheme. There were 73,000 options (2023: 94,600) granted to employees of the company during the year, 36,875 (2023:22,700) options lapsed and no options (2023: 22,300) were exercised. At the end of the year 211,225 (2023:175,100) options remained outstanding.

The total charge recognised in the profit and loss account in respect of the scheme for the year was £34,817 (2023: £51,690). This charge has been calculated based on the fair value of the options at the date of grant, using the Black-Scholes option pricing model.

Warrants

On and around 13rd December 2024, the Company issued warrants to subscribers to Convertible Loan Notes issued by the Company at that time. The warrants entitle the holders to subscribe for 246,782 shares at an exercise price of £21.77 per share, if exercised prior to the first Realisation to occur (as defined) or, in connection with or at any time following the first realisation to occur, at an exercise price per share equal to the conversion price which would apply to any convertible loan notes being converted as a result of that first Realisation (whether or not any notes are actually converted as a result of that Realisation).

Realisation is the first to occur of the following:

(a) an asset sale

(b) a share sale

(c) a change of control

(d) a non-qualifying financing round

(e) a qualifying financing round

(f) an IPO or

(g) the final redemption date of the CLN

197,443 warrants are exercisable, in whole or in part, at any time from (and on more than one occasion) during the period of 10 years commencing on the date of their issue (Exercise Period) and 49,339 warrants are exercisable in whole or in part, at any time (and on more than one occasion) from the date of the conversion of the Convertible Loan Notes until expiry of the Exercise Period.

The warrants are classified as a liability accordance with FRS 102 Section 22, as the exercise price of the warrants is variable. Accordingly, the fair value of the warrants will be assessed at each reporting date.

The fair value of the warrants as of 31 December 2024 was determined using a Black-Scholes option pricing model at the grant date. The total fair value of the warrants issued was £39,485, which has been recognised as a charge to finance costs during the year.

No warrants were exercised during the year.

11.	PROVISIONS FOR LIABILITIES

31/12/24

31/12/23

as restated

£

£

Deferred tax

-

127,650

Warrants

39,485

-

39,485

127,650

Deferred

tax

Warrants

£

£

Balance at 1 January 2024

127,650

-

Provided during year

-

39,485

Credit to Profit and Loss Account during year

(127,650

)

-

Balance at 31 December 2024

-

39,485

12.	POST BALANCE SHEET EVENTS

The Company issued further loan notes after the balance sheet date but prior to the date that these accounts were approved for a total value of £4,383,000, of which all but £536,689 has been fully paid. Of these notes, £2,583,000 were issued on substantially similar terms to the notes that were already in issue and £1,800,000 on different terms. Additionally, 9,186 A-Ordinary shares were issued for £21.77 per share to one of the subscribers to these additional loan notes.

13.	PRIOR YEAR ADJUSTMENT

During the year the company has restated the accounts for the year ended 31st December 2023 to incorporate the following prior year adjustments:

a. Accrual of fees related to the purchase of intangible fixed assets

b. Change in the application of the accounting policy for the recognition of government grants

c. Change in recognition of stock and work in progress

d. Amendments to intercompany recharges, and estimated accruals and prepayments

e. Inclusion of previously omitted issue of new shares

f. Inclusion of a charge to reflect the fair value of share options issued to employees

g. Amendments to brought forward retained earnings

The comparatives have been restated and the opening reserves adjusted accordingly.

The change in the income statement for the year ended 31st December 2023 as a result of the restatement was:

Decrease in Turnover

-£180,845

Increase in Cost of Sales

-£60,589

Resulting decrease to Gross Profit

-£241,434

Increase in Administrative expenses

-£417,114

Increase in Other Operating Income

£387,558

Resulting increase to Operating loss

-£270,990

Accrual for R&D claim

£406,839

Total decrease to Loss for the Financial Year

-£135,849