Registration number:
Essentia Analytics Ltd.
for the Year Ended 31 December 2025
Essentia Analytics Ltd.
Contents
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Company Information |
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Balance Sheet |
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Notes to the Financial Statements |
Essentia Analytics Ltd.
Company Information
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Directors |
Kevin Eyres Charles Ellis Clare Flynn Levy |
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Company secretary |
Carolina Einarsson |
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Registered office |
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Auditors |
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Essentia Analytics Ltd.
(Registration number: 07164254)
Balance Sheet as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Tangible assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Total assets less current liabilities |
( |
( |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
623 |
619 |
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Share premium reserve |
11,624,041 |
11,623,659 |
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Other reserves |
151,710 |
91,791 |
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Retained earnings |
(16,555,454) |
(16,104,588) |
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Shareholders' deficit |
(4,779,080) |
(4,388,519) |
Approved and authorised by the
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......................................... |
Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
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General information |
The Company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
Principal activity
The principal activity of the Company is a provision of behavioural analytics services to professional investors.
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company’s activities. The company recognises revenue as total contract value divided by estimated onboarding time (months) plus duration of the current contract (months). The contract value has been split equally across these periods and the revenue recognition starts in the month that the contract is executed (if executed on or before the 15th), or the month after the contract is executed (if executed after 15th). Renewals start on the anniversary of the access period. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The Company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the Company's activities.
Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates taxable income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Plant & machinery |
15 - 25% straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
Financial instruments
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Debtors
Basic financial assets, including trade and other debtors, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Creditors
Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Share based payments
Employees (including Directors) of the company receive remuneration in the form of share-based payments, whereby employees render services in exchange for rights over shares ("equity-settled transactions"). The cost of equity-settled transactions with employees is measured with reference to the fair value at the date on which they are granted. Fair value is measured using the Black-Scholes Option Pricing Model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. In valuing equity-settled transactions, no account is taken of any performance conditions. Maximum term of the options is 10 years.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the years in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("vesting date").
At each reporting date, the cumulative expense recognised for equity-settled transactions reflects the extent to which the vesting period has expired and the number of awards, that in the opinion of the Directors, will ultimately vest. Directors' estimates are based on the best available information at that date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. In the year ended 31 December 2025, the total expense arising from share-based payments is -£4,514.
Research and development
Expenditure on research and development is charged to the profit and loss account in the year in which it is incurred.
Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
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Going concern |
The directors have considered the going concern position of the company taking into account the net loss for the year of £450,866, net liabilities of £4,779,080 and net current liabilities of £3,665,811 as at 31 December 2025.
The company’s financial statements have been prepared on a going concern basis on the grounds that the company is forecast to have a cash runway that will allow it to meet its liabilities as they fall due until at least June 2027.
The company is now engaging with potential strategic partners with the aim to reach a corporate transaction. This will convert the convertible loan notes and pay off the debt on the balance sheet. As disclosed in the loans and borrowings note of the financial statements, in June 2026, the company refinanced its debt, which included a repayment holiday clause of 24-months, such that no capital repayments will be required to be made until June 2028. This will significantly improve the company's net liabilities position.
In the circumstances the directors believe it is appropriate to prepare the financial statements on a going concern basis.
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Significant judgements and key sources of estimation uncertainty |
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the Directors' opinion the significant judgements and key sources of estimation uncertainty are: |
Key sources of estimation uncertainty
Valuation of share options:
The valuation of equity-settled share options are estimated at the grant date using the Black-Scholes formula. This value is recognised as an expense over the vesting period of the option, according to the terms of the contract. The cumulative amount of share-based payments recognised and held in the share-based payments reserve is £87,277 (2024: £91,791).
Revenue recognition:
The revenue recognition period is affected by the duration of the onboarding period. The onboarding period is subject to estimation uncertainty, as this varies on a customer by customer basis. However, the average onboarding period across all customers during the year was 3 months, and so, the Directors' have recognised revenue using this as their average onboarding period.
Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
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Summary audit opinion |
Audit report
The name of the Senior Statutory Auditor who signed the audit report on
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Staff numbers |
The average number of persons employed by the Company (including directors) during the year, was
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Tangible assets |
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Fixtures and fittings |
Total |
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Cost or valuation |
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At 1 January 2025 |
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Disposals |
( |
( |
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At 31 December 2025 |
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Depreciation |
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At 1 January 2025 |
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Charge for the year |
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Eliminated on disposal |
( |
( |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
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Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
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Investments |
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2025 |
2024 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 January 2025 |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
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Debtors |
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Current |
2025 |
2024 |
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Trade debtors |
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Prepayments |
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Other debtors |
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Income tax asset |
253,737 |
147,217 |
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Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
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Creditors |
Creditors: amounts falling due within one year
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Note |
2025 |
2024 |
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Due within one year |
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Loans and borrowings |
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Trade creditors |
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Amounts owed to Group undertakings and undertakings in which the Company has a participating interest |
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Taxation and social security |
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Accruals and deferred income |
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Other creditors |
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Creditors: amounts falling due after more than one year
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Note |
2025 |
2024 |
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Due after one year |
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Loans and borrowings |
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Share capital |
Allotted, called up and fully paid shares
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2025 |
2024 |
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No. |
£ |
No. |
£ |
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330.06 |
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326.21 |
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43.45 |
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43.45 |
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193.96 |
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193.96 |
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28.07 |
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28.07 |
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27.63 |
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27.63 |
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Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
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Loans and borrowings |
Non-current loans and borrowings
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2025 |
2024 |
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Secured debentures |
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Other borrowings |
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Current loans and borrowings
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2025 |
2024 |
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Secured debentures |
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Other borrowings |
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- |
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Bank borrowings
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Security has been given in respect of the £2,000,000 Salica Investments (formerly Hambro Perks) Term Loan facility, the outstanding amount of which within creditors is £1,837,838. Security on this amount takes the form of a fixed and floating charge over the company's assets.
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Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
Other borrowings
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Convertible loan note is denominated in GBP with a nominal interest rate of 6 - 10%. The carrying amount at year end is £1,799,819 (2024 - £1,313,596). Total convertible loan notes outstanding at the year-end amount to £1,864,252, of which £1,799,819 are classified as liabilities, and £64,433 are classified as equity. No security has been given in respect of these, of which £1,511,737 of the liability relates to the original subscription, and £288,082 relates to accrued interest. The company is now engaging with potential strategic partners with the aim to reach a corporate transaction that will convert the convertible loan notes.
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Dividends |
Final dividends paid
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2025 |
2024 |
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Final dividend of £Nil per each |
- |
- |
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Share-based payments |
Scheme details and movements
The share options contracts may only be exercised in connection with a change in control, an asset sale or an admission to the stock market to the extent that the share options have become vested shares. In addition, an employee may exercise their options on cessation of employment, as good leaver, at the absolute discretion of the board of directors.
Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
The fair value of the employee share options has been measured using the Black-Scholes formula. A discount has also been applied to the valuation obtained to take into account future employee turnover rate. The model is widely recognised as being appropriate to value employee share schemes.
The fair value of the ordinary shares as of the Valuation dates were provided by management. The expected term/life of the option is calculated based on the time to maturity.
The risk-free rates were based on the average return of the U.K. Government Debt maturing at approximately the same time as the options.
Expected volatility is based on analysis of guideline companies as of the grant date.
Management has represented that there have been no material events between the Valuation dates of the Employee Share Options and the date of the valuation report that would indicate a significant change in fair value.
Essentia Analytics Ltd.
Notes to the Financial Statements for the Year Ended 31 December 2025
The movements in the share options during the year were as follows:
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31 December 2025 |
31 December 2024 |
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Number of options |
Weighted average exercise price |
Number of options |
Weighted average exercise price |
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£ |
£ |
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Balance at 1 January |
700,397 |
0.34 |
658,920 |
0.43 |
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Granted |
138,000 |
0.10 |
145,000 |
0.10 |
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Exercised |
(38,566) |
0.01 |
(15,677) |
0.44 |
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Lapsed |
(7,843) |
0.45 |
- |
- |
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Forfeited |
(63,404) |
0.41 |
(87,846) |
0.55 |
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Outstanding at 31 December |
728,584 |
0.31 |
700,397 |
0.34 |
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Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
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2025 |
2024 |
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Not later than one year |
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Post-balance sheet events |
Loan refinancing
As disclosed in the loans and borrowings note of the financial statements, in June 2026, the company refinanced its Salica Investments Term Loan facility. The new lenders have granted the company a 24-month repayment holiday, with capital repayments commencing from June 2028.
Convertible loan note extension
As disclosed in the loans and borrowings note of the financial statements, since the year-end, the convertible loan notes issued in 2023, which were originally repayable on 31 December 2026, have been extended to now be repayable on 31 December 2027 with the signed agreement of the noteholders.