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STAMPEDE AI LTD

Registered Number
SC503985
(Scotland)

Unaudited Financial Statements for the Year ended
31 March 2026

STAMPEDE AI LTD
Company Information
for the year from 1 April 2025 to 31 March 2026

Directors

CLOVER, Patrick
WILSON, Judith Lesley

Registered Address

84 Commercial Street
Commercial Quay
Edinburgh
EH6 6LX

Registered Number

SC503985 (Scotland)
STAMPEDE AI LTD
Balance Sheet as at
31 March 2026

Notes

2026

2025

£

£

£

£

Fixed assets
Tangible assets69,5417,414
9,5417,414
Current assets
Debtors7191,274178,770
Cash at bank and on hand63,050211,722
254,324390,492
Creditors amounts falling due within one year8(367,519)(197,346)
Net current assets (liabilities)(113,195)193,146
Total assets less current liabilities(103,654)200,560
Creditors amounts falling due after one year(17,536)(22,859)
Net assets(121,190)177,701
Capital and reserves
Called up share capital22
Share premium1,440,5311,440,531
Other reserves249,999249,999
Profit and loss account(1,811,722)(1,512,831)
Shareholders' funds(121,190)177,701
The financial statements were approved and authorised for issue by the Board of Directors on 8 June 2026, and are signed on its behalf by:
CLOVER, Patrick
Director
WILSON, Judith Lesley
Director

Registered Company No. SC503985
STAMPEDE AI LTD
Notes to the Financial Statements
for the year ended 31 March 2026

1.Accounting policies
Statutory information
Stampede AI Ltd is a private company limited by shares, incorporated and registered in Scotland under the Companies Act 2006. The company's registered office address is as stated on the Company Information page.
Statement of compliance
The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.
Basis of preparation
The financial statements have been prepared under the historical cost convention and in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (Section 1A — Small Entities) and the Companies Act 2006.
Functional and presentation currency
The financial statements are presented in Pounds Sterling (£), which is the functional and presentation currency of the company. All financial information has been rounded to the nearest pound. The company transacts in foreign currencies, principally US Dollars and Euros; the exchange rates applied at 31 March 2026 were USD 1.32256 and EUR 1.14434.
Going concern
The financial statements have been prepared on a going concern basis. The directors have carried out a thorough assessment of the company's ability to continue as a going concern for a period of not less than twelve months from the date of approval of these financial statements. At 31 March 2026, the company had net liabilities of £121,190 and cash balances of £63,050. The company made a loss of £450,337 in the year. The directors acknowledge that these conditions represent a material uncertainty that may cast doubt upon the company's ability to continue as a going concern. However, having considered all available information, the directors are satisfied that the company has, or will have access to, sufficient resources to continue in operational existence for the foreseeable future for the following reasons: The company has submitted a claim under the SME Research and Development Relief scheme in respect of qualifying expenditure for the year ended 31 March 2026. The claim, amounting to £151,446, relates to qualifying R&D expenditure of £688,358 for the year. The claim has been submitted to HMRC and the directors have reasonable expectation of receipt, which would materially improve the company's cash position upon payment. The company has in place an Advanced Subscription Agreement with existing investors for a sum which will convert to equity upon completion of a qualifying fundraising round, with a longstop date of 30 September 2026. The directors are actively progressing a fundraising round and have reasonable confidence that this will be completed prior to the longstop date. The company has a fundraising round in progress, and the directors have reasonable confidence that this will be completed within the going concern assessment period, providing additional working capital to fund operations. The company's total revenues grew by 27% in the year to £1,305,702 demonstrating continued commercial momentum. The directors have prepared cash flow projections which, considering the expected receipt of the R&D tax credit, conversion of the ASA, and completion of the fundraising round, indicate that the company will have sufficient resources to meet its obligations as they fall due. On the basis of the above, the directors consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.
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. The key areas of judgement and estimation uncertainty are as follows: Going concern — As described in the going concern note above, the directors have exercised significant judgement in concluding that it is appropriate to prepare the financial statements on a going concern basis, having considered the expected receipt of the R&D tax credit, the conversion of the ASA, and the completion of the fundraising round. R&D tax credit — The directors have recognised a debtor of £151,446 in respect of the SME R&D Relief claim for the year ended 31 March 2026, relating to qualifying R&D expenditure of £688,358. The credit has been calculated at 14.5% of the surrendered enhanced loss of £1,044,452. This requires judgement as to the qualifying nature of the expenditure included in the claim and the expected recoverable amount, as the claim has been submitted but not yet confirmed by HMRC. Useful economic lives of tangible fixed assets — The directors estimate the useful economic lives of tangible fixed assets for the purpose of calculating depreciation. Actual lives may differ from those estimated. Classification of the Advanced Subscription Agreement — The directors have exercised judgement in determining that the ASA should be classified as an equity instrument on the basis that it cannot be repaid and can only be settled by the issue of shares.
Turnover policy
Turnover represents the total amount receivable by the company in the ordinary course of business for goods sold and services provided, excluding value added tax and trade discounts. Turnover includes subscription income, event revenues, processing fees, set up fees and other service-related income, all of which arise in the ordinary course of the company's software and technology business. Where contracts contain multiple performance obligations — specifically the sale of hardware together with a software subscription or ongoing service — the total transaction price is allocated between each element on the basis of their relative standalone selling prices.
Revenue from sale of goods
Revenue from the sale of hardware goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company, and the costs incurred or to be incurred in respect of the transaction can be measured reliably. In practice, revenue from hardware sales is recognised upon delivery and acceptance of the goods by the customer.
Revenue from rendering of services
Revenue from software subscriptions and recurring service contracts is recognised on a straight-line basis over the period to which the subscription or service relates. Amounts invoiced or received in advance of the service period are recognised as deferred income within creditors and released to the profit and loss account over the period of service delivery. Revenue from one-off implementation, set up fees, and professional services is recognised by reference to the stage of completion of the service at the balance sheet date.
Operating leases
Rentals payable under operating leases, including property leases, are charged to the profit and loss account on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.
Employee benefits
Short-term employee benefits, including salaries, wages, national insurance contributions, annual bonuses and paid annual leave, are recognised as an expense in the period in which the employee renders the related service. The company accrues for holiday pay entitlements earned but not taken at the balance sheet date.
Defined contribution pension plan
The company operates a defined contribution pension scheme. Contributions payable to the scheme are charged to the profit and loss account in the period to which they relate. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
Finance costs
Finance costs comprise interest payable and similar charges on borrowings. Interest is recognised in the profit and loss account using the effective interest method in the period in which it is incurred. Finance costs in the year of £15,380 (2025: £13,402) relate to interest and fees on the Stripe Capital revenue-based financing facility, interest on the Tower loan to the date of its repayment in January 2026 (£4,920), and interest on the HMRC Bounce Back Loan at 2.5% per annum.
Foreign currency translation
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are retranslated at the rate ruling at that date. All exchange differences are recognised in the profit and loss account in the period in which they arise.
Current taxation
Current tax is recognised for income tax payable in respect of the taxable profit for the current or past reporting periods, using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Where the company is loss-making and eligible to surrender enhanced R&D losses under the SME Research and Development Relief scheme, the resulting payable tax credit is recognised as a tax credit in the profit and loss account in the period to which the qualifying expenditure relates and as a debtor on the balance sheet until received.
Deferred tax
Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that 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 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.
Research and development
All research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is also written off to the profit and loss account as incurred, unless it meets all of the following criteria under FRS 102. During the current financial year, all research and development expenditure has been expensed to the profit and loss account as incurred.
Tangible fixed assets and depreciation
All tangible fixed assets are initially recorded at cost. Depreciation is provided on a straight-line basis over the expected useful economic life of each asset, as follows: Computer equipment and hardware — straight-line over 2 years Office furniture and equipment — Reducing Balance 25% The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in the profit and loss account.

Reducing balance (%)Straight line (years)
Plant and machinery-2
Office Equipment25-
Stocks and work in progress
Stocks, comprising hardware components and finished goods held for sale, are stated at the lower of cost and net realisable value, determined on a first-in, first-out basis.
Trade and other debtors
Trade and other debtors are recognised initially at transaction price and subsequently measured at amortised cost less any impairment losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.
Trade and other creditors
Trade and other creditors are recognised initially at transaction price and subsequently measured at amortised cost. Deferred income, being amounts invoiced to or received from customers in advance of the period to which the related service relates, is included within creditors and released to turnover on a straight-line basis over the service delivery period.
Financial instruments
The company only enters basic financial instrument transactions that result in the recognition of financial assets and liabilities. Financial instruments are initially measured at the transaction price, unless the arrangement constitutes a financing transaction. The company has in issue an Advanced Subscription Agreement (ASA), under which funds have been received in advance of the issue of shares. As the ASA cannot be repaid and can only be settled by the issue of shares, it does not meet the definition of a financial liability under FRS 102. The ASA is accordingly classified as an equity instrument and presented within other reserves in equity. It will be reclassified to share capital and share premium upon allotment of the relevant shares. Basic financial assets, including trade debtors and cash, are initially measured at transaction price and subsequently carried at amortised cost using the effective interest method, less any impairment. Basic financial liabilities, including trade creditors and other payables, are initially measured at transaction price and subsequently measured at amortised cost. Financial assets are derecognised when the contractual rights to the cash flows from the asset expire or are settled. Financial liabilities are derecognised when the obligation is discharged, cancelled or expired.
Government grants or assistance
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.
2.Staff Costs
The aggregate staff costs incurred during the year were as follows: 2026 £ 2025 £ Wages and salaries £ 911,618 £634,483 Social security costs. £. 112,623 £ 73,035 Pension contributions. £ 12,819 £ 9,530 Other £ 25,466 £ 28,299 Total staff costs £1,062,526 £745,347 Total employment and staff costs per the profit and loss account for 2026 were £1,062,526 (2025: £745,347). This figure includes all payroll costs and should be analysed into the components above from the payroll records.
3.Average number of employees
The average number of persons employed by the company during the year, including directors, was as follows: Directors 1 (2026) 1 (2025) Technical and development 3 (2026). 3 (2025) Sales and marketing 9 (2026) 8 (2025) Support. 4 (2026). 3 (2025) Administration. 1 (2026) 1(2025) Total. 18 (2026) 16 (2025)

20262025
Average number of employees during the year1816
4.Deferred tax
Increases in the UK Corporation tax rate from 19% to 25% (19% effective from 1 April 2017, and 25% effective from 1 April 2023) have been substantively enacted. This will impact the company's future tax charge accordingly. The value of the deferred tax assets at the balance sheet date has been calculated using the applicable rate when the asset is expected to be realised.
5.Prior period adjustment
1. In the prior year financial statements for the year ended 31 March 2025, the Advanced Subscription Agreement (ASA) was classified as a financial liability within creditors. Following a review of the terms of the ASA, the directors have determined that as the instrument cannot be repaid and can only be settled by the allotment of shares, it does not meet the definition of a financial liability under FRS 102. The ASA has therefore been reclassified as an equity instrument and presented within other reserves in equity. The comparative figures have been restated accordingly. The effect of the restatement is as follows: Balance Sheet Line As Previously Stated As restated Creditors due within 1 year. £249,999. £0 Other Reserves £0. £249,999 Net Assets/(liabilities) £249,999. £249,999 There is no impact on the profit and loss account, net assets or net liabilities in either the current or prior year. The restatement affects only the presentation of the balance sheet, reclassifying the ASA from creditors to equity reserves. 2. In addition, share premium of £1,440,531, previously presented within the profit and loss reserve, has been separately identified and presented as share premium in the current year. The comparative figures have been restated accordingly. There is no impact on total shareholders' funds in either year.
6.Tangible fixed assets

Total

£
Cost or valuation
At 01 April 2571,397
Additions10,595
Disposals(13,019)
At 31 March 2668,974
Depreciation and impairment
At 01 April 2563,983
Charge for year8,468
On disposals(13,019)
At 31 March 2659,433
Net book value
At 31 March 269,541
At 31 March 257,414
7.Debtors: amounts due within one year

2026

2025

££
Trade debtors / trade receivables32,55176,120
Other debtors152,37995,704
Prepayments and accrued income6,3446,946
Total191,274178,770
Trade debtors (included within Current Assets £32551) £14,587 represent amounts due from customers in the ordinary course of business. The aged receivables analysis at 31 March 2026 shows that £8,992 is current, £12,983 is less than one month overdue, with credit balances of (£7,388) also included within the total. The remainder £17964 relates to Stock and deposits paid. Included within other debtors are the following amounts: 1. R&D tax credit of £151,446 receivable from HMRC in respect of the SME R&D Relief claim for the year ended 31 March 2026. The claim relates to qualifying R&D expenditure of £688,358 incurred in the year, generating an enhanced loss of £1,044,452 which has been fully surrendered at the rate of 14.5%. The claim has been submitted to HMRC and the directors have reasonable expectation of receipt. The claim has not yet been formally confirmed by HMRC. 2. Suspense item £748 and 3. Credit Card Balance £185
8.Creditors: amounts due within one year

2026

2025

££
Trade creditors / trade payables125,30965,304
Bank borrowings and overdrafts165,75749,172
Taxation and social security36,22442,150
Accrued liabilities and deferred income40,22940,720
Total367,519197,346
Total current liabilities per the balance sheet at 31 March 2026 were £367,519 (2025: £197,346). Included in this figure are: 1. £125,309 formed of i.Trade creditors of £77,320 represent amounts owed to suppliers in the ordinary course of business. ii. Payroll and Pensions payable £47,989 2. £165,757 formed of Loans due within 1 year The Stripe Capital loan is included within current liabilities as it is expected to be fully repaid within twelve months through the revenue-based repayment mechanism described in Note 11. The 2025 comparative total for current liabilities includes the Tower loan balance of £27,778 which was classified within current liabilities at 31 March 2025 as less than twelve months remained to its repayment date. The Tower loan was fully repaid in January 2026 and does not appear in the current year balance sheet. Further details are provided in Note 11. 3. £36,224 VAT due 4. £40229 Deferred Income - Deferred income represents subscription and service amounts invoiced to customers in advance of the period to which the service relates. The movement in deferred income during the year was 2026 £40,229. (2025 £30,219)
9.Obligations under finance leases
Stripe Capital Loan -During the year the company obtained a Stripe Capital loan, being a short-term revenue-based financing facility provided by Stripe Capital. Repayments are made automatically by withholding approximately 25% of card payment revenues processed through Stripe until the loan is fully repaid, giving an expected repayment period of approximately nine months from drawdown. The loan is classified as a current liability as it is expected to be repaid within twelve months. Interest and fees charged on the Stripe Capital loan in the year amounted to approximately £9,000. The facility was taken out as a short-term bridge pending completion of the company's fundraising round. Tower Loan (fully repaid January 2026) - £100,000 drawdown 27th Jan 2023 The company had in place a loan facility with Tower which carried over from the prior year. At 31 March 2025 the outstanding balance of £27,778 was included within current liabilities as less than twelve months remained to the repayment date; it was not shown as a separate named line on the face of the balance sheet. The loan was fully repaid in January 2026 and no balance was outstanding at 31 March 2026, and accordingly it does not appear in the current year balance sheet. Interest charged on the Tower loan during the year to the date of repayment amounted to £4,922 (2025 £5901) The Bounce Back Loan of £17,536 (2025: £22,859) repayable to HMRC under the government Bounce Back Loan Scheme at 2.5% per annum interest. The loan is classified as a non-current liability as the remaining repayments fall due after more than twelve months from the balance sheet date. Summary of Finance Costs The total finance costs charged to the profit and loss account in the year of £15,380 (2025: £13,402) comprised: Stripe 24/25 2026 £0, 2025 £5753 Stripe 25/26 2026 £9704, 2025 £0 Tower Loan 2026 £4922, 2025 £5907 Business Development Loan 2026 £638, 2025 £764 Scot Edge 2026 £0, 2025 £808 Other. 2026 £116, 2025 £170
10.Financial instruments
Advanced Subscription Agreement The company entered into an Advanced Subscription Agreement (ASA) with Techstart, Judy Wilson and Rob Dobson (Investors) under which the sum of £249,999 was received in advance of the allotment of shares. Under the terms of the ASA, the amount subscribed will convert into equity upon the occurrence of a qualifying fundraising event, with shares to be issued at a discount to the price set in that funding round. The ASA cannot be repaid and can only be settled by the allotment of shares. The original longstop date of 30 March 2026 was extended by mutual agreement to 30 September 2026, prior to the original longstop falling due. At the balance sheet date of 31 March 2026, no qualifying fundraising event had occurred and the ASA remained outstanding. As the instrument can only be settled by the issue of shares and carries no repayment obligation, it is classified as an equity instrument and presented within other reserves. Upon completion of a qualifying fundraising round, the amount will be reclassified to share capital and share premium at the subscription price applicable to the ASA investor.
11.Share capital
Allotted, called up and fully paid: 15,692 ordinary shares of £0.0001 each (total nominal value £1.57) Rounded to £2 in the Balance Sheet. No new shares were allotted in the year. Share premium arising on the issue of shares amounts to £1,440,531.
12.Events after reporting date
The Advanced Subscription Agreement described in Note 12 remains outstanding at the date of approval of these financial statements. The extended longstop date of 30 September 2026 falls after the balance sheet date. The directors are actively progressing a qualifying fundraising round and have reasonable confidence that the ASA will convert to equity prior to the extended longstop date. The R&D tax credit claim of £151,446 described in Note 4 and Note 9 remains subject to formal confirmation by HMRC at the date of approval of these financial statements. No other material events have occurred between the balance sheet date of 31 March 2026 and the date of approval of these financial statements that would require adjustment to or disclosure in the financial statements.
13.Related party transactions
During the year, the company had in place an Advanced Subscription Agreement with Judy Wilson, a director / shareholder details of which are set out in Note 12. The value of the ASA outstanding at 31 March 2026 was £249,999. The transaction was entered into on arm's length commercial terms. With effect from January 2026, the company engaged Helen Clover, trading as a sole trader, to provide accountancy and financial controller services under a formal engagement letter. Prior to this date Helen Clover was employed by the company in the same capacity; remuneration for the period as an employee is included within staff costs. Fees charged by Helen Clover in respect of accountancy services provided in the period from January 2026 to 31 March 2026 amounted to £15,000. At 31 March 2026, an amount of £10,000 remained outstanding and is included within trade creditors. Payment has been deferred at the request of Helen Clover in light of the company's cash position at the year end. The outstanding balance is unsecured, interest free, and repayable on demand.