Neuralguard Ltd Accounts






Neuralguard Ltd

	Company No. 11474636
		Information for Filing with The Registrar
		31 December 2025

The Directors present their report and the accounts for the year ended 31 December 2025.

Principal activities
The principal activity of the company during the year under review was business and domestic software development.




Directors

The Directors who served at any time during the year were as follows:

Y. Ashkenazi
R. Bar OR
E. BEINART			(Resigned 10 September 2025)
D.A. Chayen
M. Cohen			(Resigned 30 March 2026)
A.M. David LIBMAN
Y.M. Malachi			(Resigned 10 February 2026)
R. Pavel
O. SHAPIRA			(Resigned 27 February 2026)
D.H. Wai MAK
































































The above report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime as set out in Part 15 of the Companies Act 2006.

Signed on behalf of the board

D.A. Chayen
Director
26 May 2026

at	31 December 2025
Company No.		11474636	Notes	2025	2024
				$	$
Fixed assets

	Tangible assets		4	4,004	5,005

	Investments		5	12,696,877	10,560,652
				12,700,881	10,565,657
Current assets

	Debtors		6	9,099	21,567

	Cash at bank and in hand			143,116	226,782
				152,215	248,349
Creditors: Amount falling due within one year			7	(222,972)	(151,425)
Net current (liabilities)/assets				(70,757)	96,924
Total assets less current liabilities				12,630,124	10,662,581
Creditors: Amounts falling due after more than one year			8	(2,415,000)	(450,000)



Net assets				10,215,124	10,212,581

Capital and reserves
	Called up share capital			4,369	4,363
	Share premium account		10	10,561,314	10,561,314


	Profit and loss account		10	(350,559)	(353,096)

Total equity				10,215,124	10,212,581



These accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime of the Companies Act 2006.

For the year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.



As permitted by section 444 (5A)of the Companies Act 2006 the directors have not delivered to the Registrar a copy of the company's profit and loss account.

Approved by the board on 26 May 2026 and signed on its behalf by:
D.A. Chayen
Director
26 May 2026

for the year ended 31 December 2025

General information

Neuralguard Ltd is a private company limited by shares and incorporated in England and Wales.

The company's registered number is: 11474636

The address of the company's registered office is:

201 Haverstock Hill

2nd floor

London

NW3 4QG

The accounts have been prepared in accordance with FRS 102 Section 1A - The Financial Reporting Standard applicable in the UK and Republic of Ireland (January 2022) and the Companies Act 2006.

Going concern

These financial statements have been prepared on a going concern basis. The company has net current liabilities at the balance sheet date and a significant long-term intercompany loan receivable. The directors have considered the company’s financial position and assessed expected future cash inflows, including the recoverability of the intercompany loan. The company continues to receive support from connected companies and the wider group, and the directors expect that such support will continue. The group is also pursuing further investment to support its ongoing activities.
On this basis, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future and has therefore prepared the financial statements on a going concern basis.

Accounting policies

Turnover

Turnover comprises licensing revenue and is recognised on a straight-line basis over the term of the agreement, reflecting the period in which the related services are provided. Revenue is recognised net of VAT.

Tangible fixed assets and depreciation

Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses.

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss.

Depreciation is provided at the following annual rates in order to write off the cost or valuation less the estimated residual value of each asset over its estimated useful life:

Plant and machinery

20% Straight line

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 profit and loss account 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.

Investments

Unlisted investments (except those held as subsidiaries, associates or joint ventures) are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, any changes in fair value are recognised in profit and loss.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts.

Trade and other creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Foreign currencies

The functional and presentational currency of the company is US Dollar. The accounts are rounded to the nearest dollar.

Transactions in currencies, other than the functional currency of the Company, are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. all differences are taken to the profit and loss account. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated.

Judgements and key sources of estimation uncertainty

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. The directors have considered the classification of the SAFE financial instruments by reference to the underlying contractual terms, including whether the instruments are repayable, whether conversion is fixed or variable, and whether any cash settlement obligation exists. The directors have also considered the recoverability of the long-term receivable from NG Inc, including the financial position and prospects of NG Inc and expected timing of recovery. Based on this assessment, no impairment provision has been recognised.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities, including trade and other receivables and payables, intercompany loans receivable, and borrowings. Financial assets and liabilities are initially recognised at the transaction price, including any directly attributable transaction costs. Loans receivable are subsequently measured at amortised cost using the effective interest method, less any impairment losses. The company assesses at each reporting date whether there is objective evidence that a financial asset is impaired. Borrowings, including loans and similar instruments such as Simple Agreements for Future Equity (SAFEs), are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method, unless they meet the definition of equity instruments.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Defined contribution pensions

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payments obligations.

The contributions are recognised as expenses when they fall due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

3	Employees
			2025	2024
			Number	Number
		The average monthly number of employees (including directors) during the year was:	2	1

4	Tangible fixed assets
			Plant and machinery	Total
			$	$
		Cost or revaluation
		At 1 January 2025	5,005	5,005




		At 31 December 2025	5,005	5,005
		Depreciation

		Charge for the year	1,001	1,001



		At 31 December 2025	1,001	1,001
		Net book values
		At 31 December 2025	4,004	4,004
		At 31 December 2024	5,005	5,005

5	Long-term loans receivable
			Long-term loans	Total
			$	$
		Cost or valuation
		At 1 January 2025	10,560,652	10,560,652
		Additions	2,136,225	2,136,225


		At 31 December 2025	12,696,877	12,696,877
		Provisions/Impairment





		Net book values
		At 31 December 2025	12,696,877	12,696,877
		At 31 December 2024	10,560,652	10,560,652
		This balance in investment assets relates to a long term loan owed from NG Ltd, a related company. The balance has no set repayment date and is unsecured. The directors have assessed the recoverability of the balance and are satisfied that no impairment is required, based on the expected future cash flows of the borrower.

6	Debtors
			2025	2024
			$	$




		VAT recoverable	4,692	15,504

		Other debtors	3,329	269
		Prepayments and accrued income	1,078	5,794
			9,099	21,567

7	Creditors:
		amounts falling due within one year
			2025	2024
			$	$




		Trade creditors	1,839	67,334
		Amounts owed to group undertakings	170,617	486
		Taxes and social security	-	2,922

		Other creditors	8,903	7,416
		Accruals and deferred income	41,613	73,267
			222,972	151,425

8	Creditors:
		amounts falling due after more than one year
			2025	2024
			$	$


		Other loans	2,415,000	450,000





			2,415,000	450,000

Share Capital

At the year end date, the issued and fully paid share capital amounted to 100,447 ordinary shares with a nominal value of $0.012 each, an amount of $1,279 (2024: $1,273). During the year options were exercised at par value, leading to an increase in share capital of $6. The company also has issued 242,573 (2024: 242,573) preferred shares at $0.012 each. These were issued at a premium of $51.29. This amounts to a total preferred share capital of $3,090 (2024: $4,363) and a total share premium of $10,561,314 (2024: $10,561,314).

Reserves

Share premium account - includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account - includes all current and prior period retained profits and losses.

Related party disclosures

The company has taken advantage of the exemption available under Section 33 of FRS 102 and has therefore not disclosed transactions with wholly owned members of the group that are part of the same group under common control.

Transactions with related parties

Creditors falling after one year includes a loan of $350,000 owed to AMZ Ventures III L.P. (2024: $450,000) a majority shareholder in the company.