The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

Obrizum Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Serendipity Labs, 1 Cambridge Square, Cambridge, CB4 0AE.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 completed a Series A+ funding round in 2024, raising approximately £4.1m of equity, which supported operations during the current financial year. In addition, a further fundraise was completed in early 2025, securing approximately £3.9m. This additional funding has strengthened the company’s liquidity position and provides additional headroom to support ongoing operations and strategic execution.true

During 2025, and since the balance sheet date, the company also secured longer-term strategic partnership agreements, which contribute to improved revenue visibility, although the timing and level of revenues remain subject to normal commercial risks.

The directors continue to monitor cash performance and liquidity on an ongoing basis and have reviewed detailed cash flow forecasts covering the period to the end of the 2027 financial year. These forecasts incorporate a prudent set of assumptions, particularly in respect of revenue performance, and include sensitivity analysis across key variables, including the cost base where the directors retain the ability to implement reduction programmes if required.

The company has also demonstrated an ability to access external funding in the past and considers that additional funding may be available if required though there can be no certainty that such funding would be secured on acceptable terms or within required timeframes.

As with all forward-looking projections, these forecasts are inherently uncertain, however based on this analysis, and taking into account available cash resources, committed funding, and the ability to manage expenditure, the directors have a reasonable expectation that the company will be able to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements.

Based on the assessment performed and the evidence available at the date of approval, the directors have concluded that there are no material uncertainties that would cast significant doubt on the company’s ability to continue as a going concern. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised to the extent that it is probably that the economic benefits will flow to the company and the revenue 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.

Turnover 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 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.

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.

The company has recognised in intangible fixed assets expenditure relating to the development and protection of intellectual property, and subsequently revalued the amounts relating to those intangible assets pursuant to the provision to the directors of a valuation report. FRS 102 requires that for a revalued amount to be reported there should be both an observable fair value and the presence of an active market for the assets concerned. It is not clear that these conditions exist however it is the directors' view that to carry these assets at historic cost would not be reflective of the future economic benefits that are expected to accrue and therefore this would not present a true and fair view to users of the financial statements. The revalued amounts are being amortised in accordance with the rates stated below. It should be noted that the original cost of the expenditure initially recognised is stated at Note 5.

The costs of acquiring or developing software are recorded as intangible assets and stated at cost less accumulated amortisation and impairment losses. The costs include the payroll costs of employees directly associated with the project and other direct external material and service costs. Costs are capitalised only where there is an identifiable project that will bring future economic benefit.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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.

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).

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.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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, 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.

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, 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.

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.

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.

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 stock or fixed 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.

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

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.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Valuation of intellectual property

The company's intellectual property was valued by a suitably qualified expert in 2019 based on a relief from royalty method and is amortised over the useful economic life envisaged in the expert's report. The valuation included several assumptions in relation to revenue growth, profit margins, royalty rates and discount rates. These assumptions were necessarily subjective and the actual experience has differed from that forecast and when utilising the historic relief from royalty method there appears to be an indicator of impairment. However, there are certain considerations in the original report which indicate that should certain milestones be achieved the valuation will be higher, and these milestones have been exceeded. The directors concluded that an impairment loss should not be recorded in the period as there is strong market evidence in the form of substantial investor backing to high-value customer contracts which supports the judgement that no impairment is necessary. The intellectual property represents a core business asset and a foundation of Obrizum’s value proposition.

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

The company's intellectual property consists of technology underpinned by patents granted and pending, know-how, and trade secrets. It was independently valued on 31 December 2019 by St James Valuation whom the directors considered to be suitably qualified and experienced valuers.

The valuation contemplates a number of methods:

a) The relief from royalty method with key assumptions being company prepared forecasts, a royalty rate of 14%, and, due to the early stage of the company, a discount rate of 60% has been assumed. A terminal value is calculated at 8 years, using Gordon’s growth model with a standard cost of equity for a software company of 12% and a growth rate into perpetuity of 3% (only 30% of the terminal value is included in the valuation of the technology as it exists today);

b) A cost plus investor return assuming a money multiple range of 2x to 3x; and

c) Reference to anecdotal evidence on comparable transactions.

As is invariably the case, actual experience has differed from what was forecast in the relief from royalty method, and consequently the directors have performed an impairment review in respect of the carrying value of the intellectual property. The outcome of that review is that an impairment loss should not be recorded in the period as there is strong market evidence in the form of substantial investor backing to high-value customer contracts and that some of the milestones originally envisaged have been exceeded which supports the judgement that no impairment is necessary. The intellectual property represents a core business asset and a foundation of Obrizum’s value proposition.

If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:

Details of the company's subsidiaries at 31 December 2025 are as follows:

The investments in subsidiaries are all stated at cost.

The above subsidiary is dormant and did not trade during the year.

The loans are secured by a fixed and floating charge over all assets of the company issued on 18 May 2020 in favour of Innovate UK Loans Limited.

The company has in issue options awarded to certain employees under an Enterprise Management Incentive (EMI) scheme as well as other unapproved share options.

Each option holder is entitled to acquire shares in the event that the company or business is sold or listed. The number of shares that option holders are entitled to acquire is subject to vesting schedules and to risks of forfeiture.

At the beginning of the year, 330,824 (2024: 318,454) share options were potentially exercisable. During the year options over a further 35,779 (2024: 103,412) shares were granted and options over 34,862 (2024: 87,792) shares lapsed. 21,458 (2024: 3,250) share options were exercised during the year. At the balance sheet date therefore options over a total of 301,119 (2024: 288,749) shares were in existence.

The EMI based options have been valued at £nil on the basis of the market value of the shares under options agreed with HM Revenue & Customs being equal to the exercise price. Further EMI based options have been awarded in current year which have also been valued at £nil. In respect of unapproved share options, the exercise price has remained at a level which equates to the market value agreed in 2018 and 2024. The directors consider that in light of the continuing losses being made by the company, and the non-influential scale of the shareholdings concerned, the fair value of the shares over which options have been granted in the year is not appreciably different to the exercise price. The directors do not consider the value of the equity issued during the year (see note 13) to be representative of the value in the hands of option holders. Furthermore, the directors have performed option pricing calculations that indicate no appreciable value in respect of the unexercised share options at year end.

Consequently, the directors do not consider the options to have held any material intrinsic value at the various dates of the option grants and there is therefore no amount to expense in relation to share based payments.

During the year a total of 21,438 Ordinary £0.01 shares and 440,173 Preferred £0.01 shares have been issued, as follows:

On 19th February 2025, 328,317 Preferred £0.01 shares were issued at a premium of £8.93. The total amount paid per share was £8.94.

On 13th March 2025, 111,856 Preferred £0.01 shares were issued at a premium of £8.93. The total amount paid per share was £8.94.

On 7th March 2025, 5,904 Ordinary £0.01 shares were issued at a premium of £nil. The total amount paid per share was £0.01.

On 23rd July 2025, 350 Ordinary £0.01 shares were issued at a premium of £nil. The total amount paid per share was £0.01.

On 11th August 2025, 6,748 Ordinary £0.01 shares were issued at a premium of £nil. The total amount paid per share was £0.01.

On 15th September 2025, 8,436 Ordinary £0.01 shares were issued at a premium of £nil. The total amount paid per share was £0.01.

The preferred shares have priority in the event of liquidation.

Included in the share premium account is £3,390,745 relating to the cumulative effect of share issues. The shares issued in the year are detailed in Note 13.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter

We draw attention to the disclosures at Note 1.4, Note 2 and Note 5 in the financial statements, which relate to the historic recognition of a revalued amount in respect of certain intangible fixed assets. The reasons for us to draw readers of the financial statements attention to the disclosures are the size of the revalued amount and the use of a true and fair override.

Our opinion is not modified with respect to this matter.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

During the year, the company received services from Beaubridge (UK) Limited, a corporate director, of £36,000 (2024: £36,000). At the year end, within trade creditors is £3,000 (2024: £3,000) due to Beaubridge (UK) Limited.

During the year, the company carried out transactions with Obrizum Group USA LLC, Obrizum Group Ltd's subsidiary, of £5,145 (2024: £22,227). At the year end, a debtor balance was due of £75,641 (2024: £70,496).

During the year, the company carried out transactions of £199,700 (2024:£135,000) with Form1 Partners Ltd with the aim to drive growth. No balance was outstanding at year end.

The company is owned by a number of private shareholders and companies, none of whom own more than 20% of the issued share capital of the company. Accordingly there is no single entity, and the board of directors of the company is considered to be the ultimate controlling party.