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REGISTERED NUMBER: SC552214 (Scotland)

Unaudited Financial Statements for the Year Ended 31 December 2025

for

Sphere Research Ltd

Sphere Research Ltd (Registered number: SC552214)

Contents of the Financial Statements

for the Year Ended 31 December 2025

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 4 |

Sphere Research Ltd

Company Information

for the Year Ended 31 December 2025

| DIRECTORS: | O Treadway

| D B Cazalet

| K Miller

| A L Bolivar Rojas

| DA Secretarial Limited

| SECRETARY: | DA Secretarial Limited

| REGISTERED OFFICE: | C/o Factotum

| 63 Dublin Street

| Edinburgh

| EH3 6NS

| REGISTERED NUMBER: | SC552214 (Scotland)

| ACCOUNTANTS: | Dragon Argent Limited

| 63 Bermondsey Street

| London

| SE1 3XF

Sphere Research Ltd (Registered number: SC552214)

Balance Sheet

31 December 2025

| 31.12.25 | 31.12.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 4 | 2,151,941 |  | 2,972,531 |  |

Tangible assets | 5 | 5,448 |  | 11,290 |  |

2,157,389 |  | 2,983,821 |  |

CURRENT ASSETS

Debtors | 6 | 286,061 |  | 259,056 |  |

Cash at bank | 315,806 |  | 260,541 |  |

601,867 |  | 519,597 |  |

CREDITORS

Amounts falling due within one year | 7 | 2,310,978 |  | 1,880,283 |  |

NET CURRENT LIABILITIES | (1,709,111 | ) | (1,360,686 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 448,278 |  | 1,623,135 |  |

CREDITORS

Amounts falling due after more than one year | 8 | 3,715,878 |  | 2,790,818 |  |

NET LIABILITIES | (3,267,600 | ) | (1,167,683 | ) |

CAPITAL AND RESERVES

Called up share capital | 22 |  | 22 |  |

Share premium | 6,343,113 |  | 6,443,028 |  |

Retained earnings | (9,610,735 | ) | (7,610,733 | ) |

(3,267,600 | ) | (1,167,683 | ) |

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.

Sphere Research Ltd (Registered number: SC552214)

Balance Sheet - continued

31 December 2025

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 24 June 2026 and were signed on its behalf by:

A L Bolivar Rojas - Director

Sphere Research Ltd (Registered number: SC552214)

Notes to the Financial Statements

for the Year Ended 31 December 2025

1. | STATUTORY INFORMATION

| Sphere Research Ltd is a private company, limited by shares , registered in Scotland. 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.

| Turnover

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

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Development costs are being amortised evenly over their estimated useful life of five years.

| Platform development

| Intangible assets in relation to the development of the Sphere platform are originally measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Development costs have been capitalised where they meet the recognition criteria, being that the project is technically feasible, the intention is to sell or use the intangible asset, the asset is expected to generate future economic benefits and the costs of the development can be reliably measured.

| At each reporting period end date, the company reviews the carrying amounts of its 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.

| Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Plant and machinery etc | - | Straight line over 3 years

| 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 or receivable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Sphere Research Ltd (Registered number: SC552214)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| 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.

| Going concern

| At 31 December 2025, the company had net current liabilities of £1,709,111 (2024: £1,360,686), primarily incurred due to spend on continuing development of the Sphere platform to bring to market, which is expected to generate profits in future periods. The company incurred losses for the financial year of £2,000,002 (2024:£2,179,813).

| To date the company has been primarily supported by equity investment of over £6.34m. The company is also supported by a number of informal loans from directors and shareholders as more particularly detailed in the related party disclosures note. These loans will be repaid only when the company has sufficient capital to do so in order to not jeopardise the going concern status of the company. This is expected to be following the conclusion of a further equity raise within six months of the approval of these financial statements.

| Based on the continued strong investment interest in the company, and historic track record of the ability to raise, the directors have a reasonable expectation that the company will have sufficient resources available to it to enable it to continue its operations and meet its liabilities as they fall due for a period of at least one year from the approval of these financial statements. Accordingly, the company continues to adopt the going concern basis of accounting in preparing the financial statements.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 4 (2024 - 4 ) .

4. | INTANGIBLE FIXED ASSETS

| Other

| intangible

| assets

£ |

| COST

| At 1 January 2025 | 7,757,727 |  |

| Additions | 523,581 |  |

| At 31 December 2025 | 8,281,308 |  |

| AMORTISATION

| At 1 January 2025 | 4,785,196 |  |

| Charge for year | 1,344,171 |  |

| At 31 December 2025 | 6,129,367 |  |

| NET BOOK VALUE

| At 31 December 2025 | 2,151,941 |  |

| At 31 December 2024 | 2,972,531 |  |

Sphere Research Ltd (Registered number: SC552214)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

5. | TANGIBLE FIXED ASSETS

| Plant and

| machinery

| etc

£ |

| COST

| At 1 January 2025

| and 31 December 2025 | 52,331 |  |

| DEPRECIATION

| At 1 January 2025 | 41,041 |  |

| Charge for year | 5,842 |  |

| At 31 December 2025 | 46,883 |  |

| NET BOOK VALUE

| At 31 December 2025 | 5,448 |  |

| At 31 December 2024 | 11,290 |  |

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.25 |  | 31.12.24

£ | £ |

| Trade debtors | 38,554 |  | 4,959 |  |

| Other debtors | 247,507 |  | 254,097 |  |

286,061 |  | 259,056 |  |

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.25 |  | 31.12.24

£ | £ |

| Trade creditors | 637,047 |  | 527,281 |  |

| Taxation and social security | (6,321 | ) | 4,919 |  |

| Other creditors | 1,680,252 |  | 1,348,083 |  |

2,310,978 |  | 1,880,283 |  |

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 31.12.25 |  | 31.12.24

£ | £ |

| Other creditors | 3,715,878 |  | 2,790,818 |  |

Sphere Research Ltd (Registered number: SC552214)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

9. | RELATED PARTY DISCLOSURES

| At balance sheet date, the company has outstanding balances with various directors and shareholders as follows. All of these loans are informal with no interest applied and no fixed repayment date.

| Included in other debtors due within one year is an amount of £12,184 (2024:£11,225) owed to the company by a director.

| Included in other creditors due within one year is an amount of £1,164,448 (2024: £968,853) owed by the company to directors, and a further £101,243 (2024: £51,242) owed to shareholders who are not officeholders of the company.

| Included in the other creditors due after more than one year is an amount of £3,715,878 (2024: £2,790,818) owed by the company to the ultimate controlling party.

10. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is Sphere Research Holdings Limited.

| The immediate and ultimate controlling party is Sphere Research Holdings Limited, whose registered office is 63 Bermondsey Street, London, England, SE1 3XF.