Ally Labs Limited

	Page
Statement of Financial Position	1—2
Notes to the Financial Statements	3—7

1. General Information

Ally Labs Limited is a private company, limited by shares, incorporated in England & Wales, registered number 09864498 . The registered office is Naldretts Court, Durbans Road, Wisborough Green, Billingshurst, RH14 0AS.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

This is the first year in which the company has applied FRS 102. In previous years, the financial statements were prepared in accordance with FRS 105 "The Financial Reporting Standard applicable to the Micro-entities Regime".

The transition to FRS 102 has been accounted for in accordance with the transitional provisions set out in Section 35 "Transition to this FRS". As permitted by the standard, the company has taken certain optional exemptions on transition, including in respect of equity-settled share-based payment transactions granted before the date of transition.

The date of transition to FRS 102 is 1 September 2023, being the start of the comparative period presented.

There has been no impact on the company’s equity, profit or loss, cash flows, or previously reported net assets arising from transition. Accordingly, no reconciliations of equity or profit as previously reported to the amounts under FRS 102 are presented.

The accounting policies have been applied consistently throughout the current period and the comparative period presented.

Preparation of Consolidated Financial Statements

The financial statements contain information about Ally Labs Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

2.2. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern.

2.3. Significant judgements and estimations

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In preparing these financial statements the directors have made the following judgements:

- Determined whether there are indicators of impairment of the company's tangible assets, intangible assets and investments in subsidiaries. Factors taken into consideration in reaching such a decision include the financial viability and expected future financial performance of the asset.

- Assessed which costs qualify for capitalisation as R&D hardware fixed asset additions.

- Determined that the accounting policies in place in respect of turnover recognition and measurement are reasonable.

- Make estimates and judgements regarding several inputs to the share based payment calculations, including the expected life of the options, the volatility of the company’s shares, the risk-free interest rate, and expected employee behavior. These estimates are based on available market data, historical information, and management’s best judgement. Changes in these assumptions could have a material impact on the expense recognised in the financial statements.

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Ally Labs Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

2.4. Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

- the company has transferred the significant risks and rewards of ownership to the buyer;

- the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of turnover can be measured reliably;

- it is probable that the company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of turnover can be measured reliably;

- it is probable that the company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be measured reliably.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & Machinery	5 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.

2.6. Financial Instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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.

Basic financial liabilities

Basic financial liabilities, including creditors, 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.

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Ally Labs Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

2.7. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.8. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.9. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the income statement as they become payable in accordance with the rules of the scheme.

2.10. Share Based Payments

The company issues equity-settled share options to certain employees as part of its remuneration strategy. The fair value of equity-settled share options is determined at the grant date using an appropriate option pricing model and is recognised as an expense over the vesting period, with a corresponding credit to equity.

The grant-date fair value is estimated taking into account the exercise price, expected life of the option, the fair value of the underlying shares at the grant date, expected volatility, the risk-free interest rate, and any market-based vesting conditions. The expected life used in the model is based on management’s best estimate and reflects the effects of non-transferability, exercise restrictions and expected employee behaviour.

The expense is recognised over the vesting period based on the company’s best estimate of the number of options expected to vest. This estimate is revised at each reporting date to reflect current expectations regarding the satisfaction of non-market vesting conditions, including service conditions and performance conditions.

Once the grant-date fair value has been determined, it is not subsequently remeasured for equity-settled awards. Changes in the fair value of the underlying shares after the grant date do not affect the amount recognised in profit or loss.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 13 (2024: 12)

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Ally Labs Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

4. Tangible Assets

	Plant & Machinery etc.
	£
Cost
As at 1 September 2024	296,111
Additions	121,534

As at 31 August 2025	417,645

Depreciation
As at 1 September 2024	99,969
Provided during the period	71,899

As at 31 August 2025	171,868

Net Book Value
As at 31 August 2025	245,777

As at 1 September 2024	196,142

5. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	129,647	64,979
Other debtors	139,941	23,917

	269,588	88,896

6. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	28,390	1,770
Bank loans and overdrafts	10,000	10,000
Amounts owed to group undertakings	1,036	1,772
Other creditors	377,712	224,568
Taxation and social security	82,120	45,409

	499,258	283,519

7. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Bank loans	3,333	13,333

8. Deferred Taxation

The company has tax losses carried forward of £231,113 (2024: £233,798) available to offset against future trading profits. There is no deferred tax asset provided for in the accounts, in line with the accounting policy in place.

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Ally Labs Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

9. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	2	2

At 31 August 2025, the issued share capital of the company comprised:

Class of share	Number	Nominal value	Total nominal value
Ordinary shares	2,408,257	£0.000001	£2.41
Preferred shares	181,267	£0.000001	£0.18
	2,589,524		£2.59

During the prior year the company issued 181,267 Preferred shares of £0.000001 each for cash consideration of £350,000. The excess of the consideration received over the nominal value of the shares issued has been credited to the share premium account.

Rights attached to shares

Ordinary shares: full voting, dividend and capital distribution rights.

Preferred shares: full voting rights and rights to dividends and capital distributions. On a distribution of assets, holders are entitled first to receive an amount equal to the aggregate issue price of the Preferred shares held, with any balance of surplus assets distributed pro-rata with the ordinary shares.

The Preferred shares do not confer any fixed dividend, redemption or mandatory repayment rights. Accordingly, they are classified as equity instruments in accordance with Section 22 of FRS 102.

10. Related Party Transactions

The company has taken advantage of the exemption in FRS 102 Scheldule 1A to not disclose transactions with wholly owned group entities.

11. Ultimate Controlling Party

There is no individual ultimate controlling party.

12. Share Based Payments

The company operates an equity-settled share option scheme for certain employees as part of its remuneration strategy. Options are granted over ordinary shares and give employees the right to subscribe for shares at a predetermined exercise price, subject to service and other non-market vesting conditions (including performance milestones).

The total expense recognised in the profit and loss account for the year in respect of share-based payments was £227,281.

The fair value of share options is determined at the grant date using an appropriate option pricing model. Key assumptions used in the valuation include: expected volatility (15%), risk-free interest rate (4.5%), dividend yield (0%) and expected life (10 years, based on management’s estimate).

The expense is recognised over the vesting period based on management’s estimate of the number of options expected to vest. Estimates are revised at each reporting date to reflect actual forfeitures and updated expectations regarding non-market vesting conditions.

At the reporting date, the following options were outstanding (granted and not lapsed, cancelled or exercised):

Total options outstanding: 567,281

Weighted average exercise price: £0.000001

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		245,777		196,142

			245,777		196,142
CURRENT ASSETS
Debtors	5	269,588		88,896
Cash at bank and in hand		90,746		250,949

		360,334		339,845
Creditors: Amounts Falling Due Within One Year	6	(499,258 )		(283,519 )

NET CURRENT ASSETS (LIABILITIES)			(138,924 )		56,326

TOTAL ASSETS LESS CURRENT LIABILITIES			106,853		252,468

Creditors: Amounts Falling Due After More Than One Year	7		(3,333 )		(13,333 )

NET ASSETS			103,520		239,135

CAPITAL AND RESERVES
Called up share capital	9		2		2
Share premium account			947,652		947,652
Share based payment reserve			227,281		-
Income Statement			(1,071,415 )		(708,519 )

SHAREHOLDERS' FUNDS			103,520		239,135