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Registration number: 08148525 (England & Wales)

Prepared for the registrar
UBIQUTEK LTD.
Annual Report and Unaudited Financial Statements
for the Year Ended 31 December 2025

UBIQUTEK LTD.

Contents

Company Information | 1
Balance Sheet | 2
Notes to the Unaudited Financial Statements | 3 to 13

UBIQUTEK LTD.

Company Information

Directors | A L Diprose W F Broekaert J K L Mcbride J A Heraud D J J Leong

Registered office | 9 Brook Business Park Brookhampton Lane Kineton Warwickshire CV35 0JA

Accountants | Hazlewoods LLP Staverton Court Staverton Cheltenham GL51 0UX

UBIQUTEK LTD.

(Registration number: 08148525)
Balance Sheet as at 31 December 2025

| Note | 31 December 2025 £ | 31 December 2024 £
Fixed assets |  |  |
Intangible assets | 4 | 9 | 8
Tangible assets | 5 | 59,676 | 48,863
|  | 59,685 | 48,871
Current assets |  |  |
Stocks |  | 470,419 | 90,038
Debtors | 6 | 1,239,169 | 213,149
Cash at bank and in hand |  | 6,306,497 | 197,459
|  | 8,016,085 | 500,646
Creditors: Amounts falling due within one year | 7 | (844,819) | (1,636,039)
Net current assets/(liabilities) |  | 7,171,266 | (1,135,393)
Total assets less current liabilities |  | 7,230,951 | (1,086,522)
Creditors: Amounts falling due after more than one year | 7 | (445,542) | -
Net assets/(liabilities) |  | 6,785,409 | (1,086,522)
Capital and reserves |  |  |
Called up share capital | 10 | 743,006 | 261,366
Share premium reserve |  | 18,645,858 | 10,001,822
Retained earnings |  | (12,603,455) | (11,349,710)
Shareholders' funds/(deficit) |  | 6,785,409 | (1,086,522)

For the financial year ending 31 December 2025 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 accounts for the year in question in accordance with section 476; and
• | The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 11 May 2026 and signed on its behalf by:

A L Diprose
Director

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in the United Kingdom.

The address of its registered office and principal place of business is:
9 Brook Business Park
Brookhampton Lane
Kineton
Warwickshire
CV35 0JA
England

| 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 for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Frequency of reporting
The financial statements cover a 12 month period from 1 January 2025 to 31 December 2025. The comparative financial statements were prepared for a period of 3 months from 1 October 2024 to 31 December 2024, so are not entirely comparable. The reporting period was previously changed for commercial reasons.

Going concern

The financial statements have been prepared on a going concern basis, which assumes the company will be able to continue trading for the foreseeable future. At 31 December 2025 the company had net assets of £6.8m (31 December 2024: net liabilities of £1.1m).
The directors consider that having successfully raised £7.9m in the equity funding raising exercise during the year, it has provided a strong foundation for the company as it starts to commercialise its patented electrical weeding technology, allowing it to continue to trade as a going concern.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements

No significant judgements have been made by management in preparing these financial statements.

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Foreign exchange

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.

Tax

The 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 net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Tangible assets

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

Depreciation

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Plant and equipment | 20% Straight Line
Computers | 25% Straight Line
Fixtures and fittings | 25% Straight Line
Motor vehicles | 25% Straight Line

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Patents & licences | 0.01% Straight Line

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.

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
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.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable 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.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

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 expenses.
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 are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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.

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Share based payments

The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using an average of prior year results and adjusted for market conditions. The directors have appropriately assessed the fair value and deem the adjustment to be immaterial in respect of the share based payment transactions. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

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 balance sheet 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.
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, 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.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. 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. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset,
the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

| 3 | Staff numbers

The average number of persons employed by the company (including directors) during the year was 11 (period ended 31 December 2024 - 10).

| 4 | Intangible assets

| Other £ | Total £
Cost
At 1 January 2025 | 8 | 8
Additions acquired separately | 1 | 1
At 31 December 2025 | 9 | 9
Amortisation
At 1 January 2025 | - | -
At 31 December 2025 | - | -
Carrying amount
At 31 December 2025 | 9 | 9
At 31 December 2024 | 8 | 8

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

| 5 | Tangible assets

| Fixtures and fittings £ | Computers | Motor vehicles £ | Plant and equipment £ | Total £
Cost
At 1 January 2025 | 27,621 | 74,461 | 98,111 | 134,843 | 335,036
Additions | - | 2,758 | 16,495 | 23,011 | 42,264
Disposals | (878) | (929) | (29,468) | (1,838) | (33,113)
At 31 December 2025 | 26,743 | 76,290 | 85,138 | 156,016 | 344,187
Depreciation
At 1 January 2025 | 27,621 | 67,283 | 93,277 | 97,992 | 286,173
Charge for the period | - | 6,514 | 4,867 | 20,070 | 31,451
Eliminated on disposal | (878) | (929) | (29,468) | (1,838) | (33,113)
At 31 December 2025 | 26,743 | 72,868 | 68,676 | 116,224 | 284,511
Carrying amount
At 31 December 2025 | - | 3,422 | 16,462 | 39,792 | 59,676
At 31 December 2024 | - | 7,178 | 4,834 | 36,851 | 48,863

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

| 6 | Debtors

| 31 December 2025 £ | 31 December 2024 £
Trade debtors | 333,224 | 63,468
Prepayments | 27,893 | 29,330
Other debtors | 878,052 | 120,351
| 1,239,169 | 213,149

| 7 | Creditors

| Note | 31 December 2025 £ | 31 December 2024 £
Due within one year |  |  |
Loans and borrowings | 8 | - | 1,417,938
Trade creditors |  | 368,703 | 52,113
Taxation and social security |  | 48,172 | 24,396
Accruals and deferred income |  | 421,405 | 137,372
Other creditors |  | 6,539 | 4,220
|  | 844,819 | 1,636,039

| Note | 31 December 2025 £ | 31 December 2024 £
Due after one year |  |  |
Loans and borrowings | 8 | 445,542 | -

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

| 8 | Loans and borrowings

Current loans and borrowings

| 31 December 2025 £ | 31 December 2024 £
Other borrowings | - | 1,417,938

Non-current loans and borrowings

| 31 December 2025 £ | 31 December 2024 £
Other borrowings | 445,542 | -

Other borrowings
Other borrowings outstanding at the prior balance sheet date related to convertible loan notes which bore interest at 8.0% per annum and were repayable on or before 31 December 2025. On 29 May 2025, the convertible loan note and accrued, unpaid interest thereon was converted to 75,412 Series B2 Preferred shares of £1 each at a value of £19.25 per share. Refer to note 10.
Non-current other borrowings as at the current balance sheet date bear interest at 7.4% per annum and are secured by way of fixed and floating charges over all the property and undertakings of the company. The latest date on which this facility must be repaid is October 2031.

| 9 | Employee share options

The Company operates an employee share option scheme whereby eligible employees are given the option to buy Ordinary Shares in the Company at a price set by the Company from time to time. For Options issued before 2025, the Options vest over a period of 48 months. For those Options issued during 2025, 50% of the Options vest over a period of 48 months, with the remainder vesting upon the achievement of certain strategic performance milestones by the Company. Each Option shall lapse 10 years from the date of its issue.
The number of Options in issue as at 31st December 2025 were as follows:

| Options in Issue | Weighted Average Exercise Price £
As at 31 December 2023 | 34,148 | 5.06
Cancelled during the year | (1,334) | 3.75
Issued during the year | 3,740 | 1.00
As at 31 December 2024 | 36,544 | 4.70
Issued during the year | 58,954 | 24.06
As at 31 December 2025 | 95,508 | 16.65

Share options exercisable at 31 December 2025 were 32,222 (2024 - 28,487) at a weighted average exercise price of £5.18 (2024 - £5.63).
Using the Black Scholes Model, the directors have calculated and recognised a fair value charge of £48,421 (2024: £Nil) in the company's loss for the current year.

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

| 10 | Share capital

Allotted, called up and fully paid shares

| 31 December 2025 | 31 December 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 207,111 | 207,111 | 156,567 | 156,567
Series A shares of £1 each | 174,250 | 174,250 | 104,799 | 104,799
Series B1 Preferred shares of £1 each | 286,233 | 286,233 | - | -
Series B2 Preferred shares of £1 each | 75,412 | 75,412 | - | -
| 743,006 | 743,006 | 261,366 | 261,366

During the year ended 31 December 2025, the company issued the following shares at a premium:
- 45,351 Ordinary shares of £1 each for total consideration of £1,003,771;
- 286,233 Series B1 preferred shares of £1 each for total consideration of £6,886,766; and
- 75,412 Series B2 preferred shares of £1 each for total consideration of £1,451,512 whereby on 29 May 2025, a convertible loan note and accrued, unpaid interest thereon was converted at a value of £19.25 per share. Refer to note 8.
The increase in the company's share premium account for the current year is shown net of issue expenses in relation to the above. The company also issued 5,193 Ordinary shares of £1 each and 69,451 Series A shares of £1 each as bonus shares under anti-dilution rights as set out in the Articles of the company.
The rights attached to each class of share are as follows:
- Ordinary shares of £1 each are non redeemable, have full rights to voting, dividends and on distribution, will receive the remaining balance of surplus assets (if any) after preferential distribution to holders of the Series A, Series B1 and Series B2 shares;
- Series A shares of £1 each are non redeemable, have full rights to voting, dividends and on distribution, will receive an amount equivalent to that which holders of the Series A shares would have received had these shares converted immediately prior to an event leading to a distribution after preferential distribution to holders of the Series B1 and Series B2 shares; and
- Series B1 and B2 preferred shares of £1 each are non redeemable, have full rights to voting, dividends and on distribution, will receive the greater of the amount paid up including premium for each share subscribed for and an amount equivalent to that which holders of the Series B1 and B2 preferred shares would have received had these shares converted immediately prior to an event leading to a distribution, in priority to holders of the Series A shares of £1 each and Ordinary shares of £1 each.

UBIQUTEK LTD.

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

| 11 | Reserves

Called up share capital
This represents the nominal value of the issued share capital.
Share premium reserve
This contains the premium arising on the issue of share capital, net of issue expenses.
Retained earnings
This represents the cumulative profits and losses, net of dividends and other adjustments.

| 12 | Operating lease commitments

Operating leases

The total of future minimum lease payments is as follows:

| 31 December 2025 £ | 31 December 2024 £
Not later than one year | 35,000 | 35,000
Later than one year and not later than five years | 2,917 | 37,917
| 37,917 | 72,917