REGISTERED NUMBER: 09648206 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

INTOWARE LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Christopher Peter Chambers

Lee Foster Maughan

Keith Tilley

John Yuill Higgs

REGISTERED OFFICE:

The Ingenuity Centre

Jubilee Campus

University of Nottingham

Nottingham

NG7 2TU

REGISTERED NUMBER:

09648206 (England and Wales)

ACCOUNTANTS:

Green and Purple Limited

Building 1000

Cambridge Research Park

Waterbeach

Cambridgeshire

CB25 9PD

FIXED ASSETS

Intangible assets

4

1,633

50,232

Tangible assets

5

11,832

10,315

13,465

60,547

CURRENT ASSETS

Debtors

6

217,690

102,414

Cash at bank and in hand

45,880

73,561

263,570

175,975

CREDITORS

Amounts falling due within one year

7

(803,033

)

(720,312

)

NET CURRENT LIABILITIES

(539,463

)

(544,337

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(525,998

)

(483,790

)

CREDITORS

Amounts falling due after more than one year

8

-

(5,000

)

NET LIABILITIES

(525,998

)

(488,790

)

CAPITAL AND RESERVES

Called up share capital

9

11,978

11,088

Share premium

5,635,863

5,455,455

Retained earnings

(6,173,839

)

(5,955,333

)

SHAREHOLDERS' FUNDS

(525,998

)

(488,790

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 3 June 2026 and were signed on its behalf by:

Lee Foster Maughan - Director

1.	Statutory information

Intoware Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Basis of preparing the financial statements

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

Going concern

The directors have considered the continuing economic challenges that face the business. Since the year end the directors have continued fundraising and the sales pipeline has grown. If the company was unsuccessful in obtaining additional investment funding or if sales growth is below forecast there are costs that can be scaled back to limit future losses. The directors are therefore of the opinion that they should continue to adopt the going concern basis.

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgments and estimates have been made relate to the proportion of directly attributable staff costs included within development costs that are recognised as intangible assets.

Management exercised significant judgement in determining that the conversion feature attached to the loan notes did not meet the definition of an equity instrument under FRS 102 due to variable settlement terms linked to future financing prices.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Software development

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Company are recognised as intangible assets when the following criteria are met:

- it is technically feasible to complete the software so that it will be available for use;

- management intends to complete the software and use or sell it;

- there is an ability to use or sell the software;

- it can be demonstrated how the software will generate probable future economic benefits;

- adequate technical, financial and other resources to complete the development and to use or sell the software are available; and

- the expenditure attributable to the software during its development can be reliably measured.

Amortisation

Software development is capitalised during the course of a financial year with amortisation commencing at the start of the subsequent financial year. Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

Development costs - 20% straight line

Tangible fixed assets

Tangible assets are initially recorded at cost and subsequently stated at cost less accumulation depreciation.

Depreciation

Depreciation is provided at the following rates:

Office fit out

10% straight line

Computer equipment

33% straight line

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Convertible loan notes

Convertible loan notes are initially recognised at transaction price and subsequently measured in accordance with FRS 102 Sections 11 and 12. The loan host liability is measured at amortised cost using the effective interest method. In the absence of any significant financing component, transaction costs, or discount/premium, the carrying amount approximates its initial recognition value.Embedded conversion and subscription features that fail the fixed-for-fixed equity criterion are classified as derivative financial liabilities and measured at fair value through profit or loss, with movements recognised within finance costs.

3.	Employees and directors

The average number of employees during the year was 9 (2024 - 12 ) .

4.	Intangible fixed assets

Other

intangible

assets

£

Cost

At 1 January 2025

and 31 December 2025

2,669,608

Amortisation

At 1 January 2025

2,619,376

Charge for year

48,599

At 31 December 2025

2,667,975

Net book value

At 31 December 2025

1,633

At 31 December 2024

50,232

5.	Tangible fixed assets

Plant and

machinery

etc

£

Cost

At 1 January 2025

57,135

Additions

8,340

At 31 December 2025

65,475

Depreciation

At 1 January 2025

46,820

Charge for year

6,823

At 31 December 2025

53,643

Net book value

At 31 December 2025

11,832

At 31 December 2024

10,315

6.

Debtors: amounts falling due within one year

2025

2024

£

£

Trade debtors

200,647

79,934

Other debtors

17,043

22,480

217,690

102,414

7.

Creditors: amounts falling due within one year

2025

2024

£

£

Bank loans and overdrafts

5,000

10,000

Trade creditors

27,050

32,095

Taxation and social security

49,001

468,965

Other creditors

330,652

209,252

Convertible loan notes

391,330

-

803,033

720,312

8.

Creditors: amounts falling due after more than one year

2025

2024

£

£

Bank loans

-

5,000

9.	Called up share capital

Allotted, issued and fully paid:

Number

Class

Nominal value

2025

2024

£

£

11,798,118

Ordinary

£0.001

11,798

10,968

180,000

VV

£0.001

180

120

11,978

11,088

During the year, the company has made the following allotments/issuances:

On 20 Jan 2025, 60,000 VV shares of £0.001 par value were issued.

On 21 Mar 2025, 71,135 Ordinary shares of £0.001 par value were issued for £0.2 per share.

On 2 Apr 2025, 27,000 Ordinary shares of £0.001 par value were issued for £0.01 per share.

On 21 May 2025, 25,000 Ordinary shares of £0.001 par value were issued for £1 per share.

On 30 Sept 2025, 100,000 Ordinary shares of £0.001 par value were issued for £0.2 per share.

On 17 Nov 2025, 606,810 Ordinary shares of £0.001 par value were issued for £0.2 per share.

10.	Ultimate controlling party

There is no ultimate controlling party.

11.	Convertible loan notes

During the period, the Company received unsecured Convertible Loan Notes amounting to £391,330 from investors in respect of shares to be issued.

The Notes automatically convert into the most senior class of shares being issued by the company on the occurrence of a Subscription Event. Shares issued on conversion shall be credited as fully paid and rank pari passu with all other shares of that class. In addition, upon conversion of the Loan, the Lender shall have the right (but not the obligation) to subscribe for up to an additional amount of shares equal in value to two times the amount of the Loan, at the Subscription Price.

The notes include a maturity period of 3 years after the date of the agreement by which to the extent of not previously converted, the Company must repay the Loan including all accrued but unpaid interest.

As at 31 December 2025, these funds were presented within Current Liabilities as"Convertible loan notes" as the related share capital had not yet been alloted at the reporting date.