Thema AI Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Thema AI Limited is a private company, limited by shares, incorporated in England & Wales, registered number 10646346 . The registered office is 31 Chatsworth Road, Worthing, BN11 1LY.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Going Concern Disclosure

The directors acknowledge that the company remains in a development and growth phase and that its ability to continue to meet its liabilities as they fall due is dependent on continued careful cash management and the availability of funding. The directors have prepared forecasts for a period of at least twelve months from the date of approval of these financial statements. These forecasts take into account the company’s current cash resources, expected expenditure, and the ongoing support of existing and prospective investors. Based on these forecasts, and having considered the expected conversion of the advance share agreements into equity, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future.

Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services. Turnover is reduced for estimated refunds, rebates and other similar allowances.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.4. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible assets recognised are web domains. Intangible assets are initially recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & Machinery

25% straight line

2.6. Financial Instruments

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other

Financial Instruments Issues’ of FRS 102, in full, to all of its financial instruments.

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual

provisions of the instrument, and are offset only when the Company currently has a legally enforceable right to set off

the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability

simultaneously.

Financial assets

Trade, group and other debtors (including accrued income) which are receivable within one year and which do not

constitute a financing transaction are initially measured at the transaction price and subsequently measured at

amortised cost, being the transaction price less any amounts settled and any impairment losses.

Where the arrangement with a debtor constitutes a financing transaction, the debtor is initially measured at the

present value of future payments discounted at a market rate of interest for a similar debt instrument and

...CONTINUED

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Thema AI Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

2.6. Financial Instruments - continued

subsequently measured at amortised cost.

A provision for impairment of trade debtors is established when there is objective evidence that the amounts due will

not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for

the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using

the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event

occurring after the impairment loss was recognised, are recognised immediately in profit or loss.

Financial liabilities and equity

Financial instruments are classified as liabilities and equity instruments 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.

Equity instruments

Financial instruments classified as equity instruments are recorded at the fair value of the cash or other resources

received or receivable, net of direct costs of issuing the equity instruments.

2.7. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.8. 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 statement of comprehensive income 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.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 12 (2025: 9)

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Thema AI Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

4. Intangible Assets

	Other
	£
Cost
As at 1 May 2025	793

As at 30 April 2026	793

Net Book Value
As at 30 April 2026	793

As at 1 May 2025	793

5. Tangible Assets

	Plant & Machinery
	£
Cost
As at 1 May 2025	22,740
Additions	16,471

As at 30 April 2026	39,211

Depreciation
As at 1 May 2025	9,175
Provided during the period	6,520

As at 30 April 2026	15,695

Net Book Value
As at 30 April 2026	23,516

As at 1 May 2025	13,565

6. Debtors

	2026	2025
	£	£
Due within one year
Other debtors	70,018	181,454

7. Creditors: Amounts Falling Due Within One Year

	2026	2025
	£	£
Trade creditors	61,739	40,852
Bank loans and overdrafts	3,320	4,490
Other creditors	540,450	44,324
Taxation and social security	6,089	10,019

	611,598	99,685

Included within Other creditors is £511,301 relating to advance subscription agreements entered into by the company. These amounts were received ahead of the issue of shares. As the shares had not been issued at the reporting date, the balance has been included within creditors due within one year.

The company expects this balance to be settled through the issue of shares in line with the terms of the relevant agreements.

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Thema AI Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

8. Creditors: Amounts Falling Due After More Than One Year

	2026	2025
	£	£
Bank loans	-	3,168

9. Share Capital

	2026	2025
	£	£
Allotted, Called up and fully paid	1	1

The share capital was made up of 1,423,202 Ordinary A £0.000001 shares (PY: 1,423,202), 6,820 Ordinary D £0.000001 shares (PY: nil) and 396,796 Series seed £0.000001 shares (PY: 396,796).

Included within Other creditors is £511,301 relating to advance subscription agreements entered into by the company. These amounts were received ahead of the issue of shares. As the shares had not been issued at the reporting date, the balance has been included within creditors due within one year.

The company expects this balance to be settled through the issue of shares in line with the terms of the relevant agreements.

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		2026		2025
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		793		793
Tangible Assets	5		23,516		13,565

			24,309		14,358
CURRENT ASSETS
Debtors	6	70,018		181,454
Cash at bank and in hand		806,522		1,622,676

		876,540		1,804,130
Creditors: Amounts Falling Due Within One Year	7	(611,598 )		(99,685 )

NET CURRENT ASSETS (LIABILITIES)			264,942		1,704,445

TOTAL ASSETS LESS CURRENT LIABILITIES			289,251		1,718,803

Creditors: Amounts Falling Due After More Than One Year	8		-		(3,168 )

NET ASSETS			289,251		1,715,635

CAPITAL AND RESERVES
Called up share capital	9		1		1
Share premium account			2,892,036		2,891,968
Profit and Loss Account			(2,602,786 )		(1,176,334 )

SHAREHOLDERS' FUNDS			289,251		1,715,635