The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of a holding company.

It is important to consider the Holding Company accounts in combination with Xenomorph Software Ltd (XSL) and Xenomorph Software Inc. (XSI). The Holding Company contains the the loans and other group funding activities with their related costs without the benefit of the revenue and cashflows generated in the two subsidiary operating companies.

As a consolidated group, Xenomorph Holdings and its subsidiaries generate positive Operating Income and EBITDA.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has granted an indemnity to its directors against liability in respect of such proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third-party indemnity provision remains in force as at the date of approving the Directors' report.

The Company has previously been supported by long term, secured and unsecured loans, one of which was negotiated during the COVID-19 pandemic being a Coronavirus Business Interruption Loan (CBILs) and which has since been repaid. The company continues to enjoy assurance that shareholder loans will be provided should it prove necessary.

The directors have considered the above and other events and conditions, and it has determined that they do not create a material uncertainty that casts significant doubt on the Company's ability to continue as a going concern. Based on their assessment of the Company's financial position and of the enquiries made of management, the directors have a reasonable expectation that the Company will be able to continue in operational existence for a period of at least 12 months after the date on which the financial statements are signed. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors of the company have elected not to include a copy of the income statement within the financial statements.

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

Xenomorph Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Swiss House, Beckingham Street, Tolleshunt Major, Maldon, Essex, CM9 8LZ. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The Company has previously been supported by long term, secured and unsecured loans, one of which was negotiated during the COVID-19 pandemic being a Coronavirus Business Interruption Loan (CBILs) and which has since been repaid. The company continues to enjoy assurance that shareholder loans will be provided should it prove necessary.true

The directors have considered the above and other events and conditions, and it has determined that they do not create a material uncertainty that casts significant doubt on the Company's ability to continue as a going concern. Based on their assessment of the Company's financial position and of the enquiries made of management, the directors have a reasonable expectation that the Company will be able to continue in operational existence for a period of at least 12 months after the date on which the financial statements are signed. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

The Company's finance costs include:

•    Interest expense

•    Financing costs

Interest expense is recognised using the effective interest rate method. The "effective interest rate" is the rate that exactly discounts estimated future cash payments through the expected life of the financial instrument to the amortised cost of the financial liability. In calculating interest expense, the effective interest rate is applied to the amortised cost of the liability.

Cash and cash equivalents include cash in hand.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity comprises the following:

- Issued share capital - ordinary shares are classified as equity.

- Share premium account - proceeds on issue of shares that exceed the par value of the shares are credited to a share premium account. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.    

- Share based payment reserve - represents equity-settled share based payments.

- Employee share trust - shares gifted to the employee share trust by the company are included as a debit in equity as the company retains control over the trust.

Retained earnings represent retained profits less retained losses and dividends paid.

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 inventories or non-current 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.

Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

The average monthly number of persons (including directors) employed by the company during the year was:

The directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Details of the company's subsidiaries at 31 December 2024 are as follows:

The amounts owed by subsidiary undertakings include a loan from Xenomorph Software Limited for which does not bear interest, and is payable on the date of repayment or prepayment of the loan in full, The loan is repayable, in full, on demand by the Company.

The Company has confirmed that it does not intend to seek repayment of the loan balance for at least twelve months from the date of these financial statements, other than in a change of control event.

The Company has a short-term loan with a shareholder and former director of a subsidiary undertaking. The loan is interest bearing at a rate of 10% per annum. The loan is unsecured.

The Company has a secured term loan facility with a principal amount of £5.2 million with NMVC SPV X Ltd. The loan is secured by a charge over the group's assets. The loan bears interest at a rate of 12% per annum.

Deferred revenues are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The company has 6,520,794 fully paid shares issued with a par value of £0.01 or £1.00.

On 31 January 2019, 2,400 warrants were granted (refer note 12). Warrant holders have the right to subscription of shares at par value if exercised and allotted at a later date.

Share rights

All shares will rank pari passu in all respects except as expressly provided for below:

-Each class of share, except for the deferred shares, shall rank equally for any dividend declared by the company. Once the holders of all the other class of shares have each received in aggregate dividends of £1,000,000 per share, each holder of deferred shares shall be entitled to a payment of £0.01 per deferred share.

-On a return of assets on liquidation or capital reduction shall be applied in the following order: firstly in paying the deferred shares an amount equal to the nominal value of each deferred share which it holds; secondly payment of any arrears to the other class of shares; thirdly the balance of any assets shall be distributed amongst the ordinary shareholders.    

-"A" ordinary shares are entitled to one vote per share. "B" ordinary shares have no right to votes. Immediately upon a listing, each "B" ordinary share shall convert into one fully paid ''A" ordinary share and ninety nine fully paid deferred shares.    

Under IFRS 2 "Share Based Payments", the Group determines the fair value of shares, options and warrants to Directors and Employees as remuneration and Consultants and Advisors as consideration for their services, and recognises an expense in profit or loss, a deduction from equity or an addition to intangible assets depending on the nature of the services received. A corresponding increase is recognised in equity in the share based payment reserve.

Share Options

The Company adopted a new incentive share option plan(the 'Plan') at the end of 2017. Options granted under the Plan will have a 'maximum term of 10 years. All options granted to Directors and management are subject to vesting provisions of three years. The shares will vest into Ordinary A shares.

The Company has granted the following share options during the year to 31 December 2020:

Issued to    Date Granted    Vesting Term    Number of

Options Granted

'000     Exercise Price    Expiry Date Estimated Fair Value

Emplovees    15/02/2018    See 1 below    44    0.01p    14/02/2028    0.51p

Employees    15/02/2018    See 2 below    75    0.01p    14/02/2028    0.51p

Directors    15/02/2018    See 1 below    41    0.01p    14/02/2028    0.51p

Directors    15/02/2018    See 3 below    74    0.01p    14/02/2028    0.51p

Directors    15/02/2018    See 4 below    44    0.01p    14/02/2028    0.51p

Employees    01/01/2019    See 2 below    3    0.01p    31/12/2029    0.51p

                        281            

I. These share options vest quarterly from the date of grant over 3 years with a one year cliff. The options are exercisable at any time after vesting during the grantee's period as an eligible option holder, and must be exercised no later than 10 years after the date of grant; after which the options will lapse.

2. These share options vest quarterly from the date of grant over 3 years with a one year cliff. The options are exercisable only on the event of Exit, as defined under Rules of the Plan and the grantee is an eligible option holder. The options expire 10 years after the date of grant.

3. The share options vested on the date of grant. The options are exercisable at any time after vesting during the grantee's period as an eligible option holder, and must be exercised no later than 10 years after the date of grant, after which the options will lapse.

4. These share options vest quarterly from the date of grant over 3 years with a one year cliff. The options are exercisable at any time after vesting during the grantee's period as an eligible option holder, and must be exercised no later than 10 years after the date of grant, after which the options will lapse.

During 2024 Nil (2023: nil) options were granted and nil cancelled (2023: nil) and a charge of nil (2023:

nil) was recognised in respect of the above option schemes.

The assessed fair value of options granted to Directors and management was determined using the Black­ Scholes Model that takes into account the exercise price, the term of the option, the share price at grant date, the expected volatility of the underlying share; the expected dividend yield and the risk-free rate for the term of the option.

The following table lists the inputs into the valuation model for the year to 31 December 2024:

          15 February 2018 1 January 2019

issue issue

Dividend yield %             - -

Expected volatility %        40.0    40.0

Risk-free interest rate %        1.00    1.00

Share price at date of grant    0.51p    0.51p

Exercise price            0.01p    0.01p

The Company has the following share options outstanding:

Grant Date     Expiry Date    Exercise Price Number of        Number of options

options     vested and

outstanding     exercisable

15/02/2018    14/02/2028    0.01        278,000          142,000

01/01/2019    31/12/2029     0.01         3,000         2,000

01/01/2020    31/12/2020    0.01         5,000         2,000        

The company is not subject to any externally imposed capital requirements. The directors are confident that adequate cash resources exist or will be made available to finance operations but controls over expenditure are carefully managed.

Subsequent to the Balance Sheet date discussions have been held with two of the loan creditors of the company who have indicated their willingness to convert £6.2m of their debt to an equity investment in Redeemable Preference Shares. At the date of these Financial Statements this transaction has not taken place but is anticipated during the Financial Year ending 31st December 2025.

At the reporting date, there remains £45,940 (2023: £45,930) in unpaid fees, bonuses and expenses due to the directors.