Company registration number 11032394 (England and Wales)
SENSEON TECH LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
SENSEON TECH LTD
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 10
SENSEON TECH LTD
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
3
373,583
371,969
Tangible assets
4
39,667
52,136
Investments
5
8
8
413,258
424,113
Current assets
Stocks
4,600
194,796
Debtors
7
1,647,512
2,732,759
Cash at bank and in hand
591,722
1,033,578
2,243,834
3,961,133
Creditors: amounts falling due within one year
8
(3,630,265)
(3,221,247)
Net current (liabilities)/assets
(1,386,431)
739,886
Total assets less current liabilities
(973,173)
1,163,999
Creditors: amounts falling due after more than one year
9
(311,690)
(311,690)
Net (liabilities)/assets
(1,284,863)
852,309
Capital and reserves
Called up share capital
11
233
229
Share premium account
23,144,909
23,142,158
Share option reserve
109,097
378,013
Profit and loss reserves
(24,539,102)
(22,668,091)
Total equity
(1,284,863)
852,309
SENSEON TECH LTD
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
31 December 2025
- 2 -

For the financial 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.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

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

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

The financial statements were approved by the board of directors and authorised for issue on 5 June 2026 and are signed on its behalf by:
D Atkinson
Director
Company registration number 11032394 (England and Wales)
SENSEON TECH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Senseon Tech Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 11032394. The registered office is 8 St. James's Square, St James's, London, SW1Y 4JU. The principal activity is that of a next generation cyber security software provider.

1.1
Basis of preparation

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 a mounts 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.

1.2
Going concern

The directors believe that notwithstanding current year losses the company’s financial statements should be prepared on a going concern basis. The directors based their consideration on: detailed projected cash-flow forecasts which cover a period of 12 months from the date of the approval of these financial statements. The financial statements do not include any adjustments that may result from any significant changes in the assumptions used in preparing the cash-flow forecasts.true

1.3
Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Revenue is recognised on a straight line basis from the point at which the customer is granted access to the software.

1.4
Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Research and development

Expenditure on research and development is expensed in the year it is incurred.

1.5
Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

SENSEON TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Plant and equipment
33% Straightline basis
Computers
33% Straightline basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

1.6
Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

1.7
Stocks

Stocks are stated at the lower of cost and net realisable value.

1.8
Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

1.9
Taxation

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

Current 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.

1.10
Retirement benefits

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

SENSEON TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.11
Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

1.12
Leases
As lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term

1.13
Foreign exchange

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured

at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

1.14

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.15

Related party exemption

The company has taken advantage of the exemption available under FRS 102 not to disclose related party transactions with wholly owned subsidaries within a group.

SENSEON TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.16

Preparation of consolidated financial statements

The company is exempt under Section 399 of the Companies Act from the requirement to prepare consolidated financial statements by virtue of the fact it is subject to the small companies regime. These financial statements contain information the company as an individual undertaking and not about this group.

2
Employees

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

2025
2024
Number
Number
Total
49
49
3
Intangible fixed assets
Patents
£
Cost
At 1 January 2025
380,324
Additions
5,819
At 31 December 2025
386,143
Amortisation and impairment
At 1 January 2025
8,355
Amortisation charged for the year
4,205
At 31 December 2025
12,560
Carrying amount
At 31 December 2025
373,583
At 31 December 2024
371,969
SENSEON TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
4
Tangible fixed assets
Plant and equipment
Computers
Total
£
£
£
Cost
At 1 January 2025
17,734
121,814
139,548
Additions
-
0
23,677
23,677
At 31 December 2025
17,734
145,491
163,225
Depreciation and impairment
At 1 January 2025
17,734
69,678
87,412
Depreciation charged in the year
-
0
36,146
36,146
At 31 December 2025
17,734
105,824
123,558
Carrying amount
At 31 December 2025
-
0
39,667
39,667
At 31 December 2024
-
0
52,136
52,136
5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
8
8
6
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Senseon Inc
8 St. James's Square, St James's, London, England, SW1Y 4JU
Ordinary
100
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
892,749
993,149
Corporation tax recoverable
-
0
587,334
Amounts owed by group undertakings
421,002
413,089
Other debtors
26,196
24,962
Prepayments and accrued income
307,565
714,225
1,647,512
2,732,759
SENSEON TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Debtors
(Continued)
- 8 -

Amounts owed by group undertakings represent an intercompany loan which is repayable on demand and attracts an interest rate of 3% above the base rate of the Bank of England as varied from time to time.

8
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
401,994
450,853
Amounts owed to group undertakings
115,576
-
0
Taxation and social security
253,122
317,582
Other creditors
2,859,573
2,452,812
3,630,265
3,221,247

Amounts owed to group undertakings represent an intercompany loan which is repayable on demand with no interest.

9
Creditors: amounts falling due after more than one year
2025
2024
£
£
Warrant shares
311,690
311,690

Warrant shares

The company has issued the following warrant instruments for warrant shares:

1) To Silicon Valley Bank as part of the basic loan agreement. The warrant instrument has an expiration date of 24 October 2032 and can be exercised into preferred series A shares at £2.7676 per warrant share. The number of warrant shares to be issued are based on 71,817 shares on 25 October 2022 and 71,817 warrant shares, not yet issued but prorated according to the loan drawdown.

2) Wuessen Lending S.à.r.l. as part of the basic loan agreement. The warrant instrument has an expiration date of 29 July 2034 and can be exercised into preferred series A shares at £2.7676 per warrant share. The number of warrant shares to be issued are based on 108,217 shares on 29 Jul 2024 and 67,748 warrant shares prorated according to the loan drawdown.

The directors have used the Black-Scholes model to determine the fair value of the warrant instrument.

The fair value of the warrant instrument has been recognised in the profit and loss account and creditors due after more than 1 year on the balance sheet. In relation to these agreements Wuessen Lending S.à.r.l. has taken a first legal mortgage charge over the company assets and intellectual property, as well as a floating charge over all company property.

The term of the loan are interest free and repayable on demand.

SENSEON TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
10
Share-based payment transactions

The number of equity-settled share based payments has been disclosed in the below table. During the year, the charge for the equity-settled share based payments was £8,942 (2024: £46,585).

SenseOn Tech Ltd have share options in issue, all options which have been granted have non-market vesting conditions attached and all share options which have been granted are of the same class: A ordinary shares which are exercisable between three and ten years following their grant. These are granted at the discretion of the Directors'. There are no cash settlement alternatives for the employees therefore these are all accounted for under FRS 102.

The fair value of share options granted is estimated at the date of grant. The grant date for accounting purposes is at various points as the options were issued, as this is when a shared understanding of the terms and conditions of the arrangements was achieved between the various parties. A non-marketability discount was applied when assessing the fair value at grant date.

The fair value of share options granted is estimated at the date of grant using a Black-Scholes model.

The following table illustrates the number and weighted average exercise price of, and movements in, share options during the year.

Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
pence
pence
Outstanding at 1 January 2025
1,470,184
1,303,684
16.00
17.00
Granted
-
0
299,500
-
0
55.00
Forfeited
(710,778)
0
(96,229)
27.00
23.00
Exercised
(411,222)
0
(36,771)
1.00
30.00
Outstanding at 31 December 2025
348,184
1,470,184
13.00
16.00

The fair value of options granted is calculated at the date of grant using a Black-Scholes option pricing model. Expected volatility was determined by utilising market data for businesses of a similar nature given that the shares are not traded and the volatility has been taken over the expected life of the options.

The expected life applied in the model is based on the terms of agreements in place for options granted.

The following table lists the inputs to the model used for options granted in the years ended 31 December 202 5 and 31 December 202 4 based on information at the date of grant.

2025
2024
£
£
Equity-settled charges
8,942
46,585
SENSEON TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.001p each
11,151,443
10,770,089
112
108
Deferred shares of 0.001p each
833,470
833,470
8
8
Seed shares of 0.001p each
4,317,969
4,317,969
43
43
Series A1 shares of 0.001p each
3,197,594
3,197,594
32
32
Series A2 shares of 0.001p each
620,768
620,768
6
6
Series A3 shares of 0.001p each
380,342
380,342
4
4
Series A4 shares of 0.001p each
2,768,206
2,768,206
28
28
23,269,792
22,888,438
233
229

All classes of shares, except for deferred shares, have full rights regarding voting, payment of dividends and distributions, except as set out in the articles of association of the company.

Deferred shares have no rights, including no voting rights or rights to payment of dividends and distributions. Any distribution of deferred shares will be for a total of £1 for the entire class. Deferred shares may be purchased or redeemed by the company at any time at its option in accordance with the articles.

12
Pension commitments

The company operates a defined contribution pension scheme. Contributions totalling £18,501 (2024: £21,722) were payable to the fund at the balance sheet date.

13
Commitments under operating leases

At 31 December 202 5 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£
Total commitments
43,260
92,700
14
Controlling party

The directors do not consider there to be an ultimate controlling party.

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