Level Financial Technology Limited

	Page
Statement of Financial Position	1—2
Notes to the Financial Statements	3—7

1. General Information

Level Financial Technology Limited is a private company, limited by shares, incorporated in England & Wales, registered number 11724572 . The registered office is 160 Eureka Park, Ashford, Kent, TN25 4AZ.

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 have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern.

2.3. Turnover

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Revenue is reduced for estimated client or user rebates and other similar allowances

Revenue from subscription fees, paid by the client for platform access, is recognised when the service is provided. The total contract value is recognised on a straight-line basis, over the life of the contract.

Revenue from transaction fees, paid by both the client and user, is recognised when a transaction is fulfilled.

Interest income on financial assets is recognised as it is accrued.

2.4. 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:

Fixtures & Fittings	4 year straight line
Computer Equipment	3 year straight line

2.5. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

2.6. 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.

Page 3

Page 4

Level Financial Technology Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.7. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the income statement as they become payable in accordance with the rules of the scheme.

2.8. Share Based Payments

The company operates an equity-settled share-based payment scheme in the form of Enterprise Management Incentive (EMI) options. The fair value of options granted to employees is measured at the grant date using the unrestricted market value (UMV) of the underlying shares as agreed with HMRC, which given the nominal exercise price of £0.001 per share represents substantially the full fair value of each option.

The grant-date fair value is recognised as a staff cost over the vesting period, with a corresponding credit to the share-based payment reserve in equity. The charge is spread on a straight-line basis from the employee's service commencement date to the date of full vesting. At each reporting date the company revises its estimate of the number of options expected to vest; any revision is recognised in profit or loss with a corresponding adjustment to the reserve.

Where an employee leaves as a Good Leaver or Intermediary Leaver, the charge is recognised to the extent that options have vested or are expected to vest in accordance with the scheme rules. Where an employee leaves in circumstances that cause unvested options to lapse, the cumulative charge recognised to that point is reversed through profit or loss. Where vested options subsequently lapse unexercised, the amount previously recognised in the share-based payment reserve is transferred to retained earnings.

On exercise of an option, the fair value previously recognised in the share-based payment reserve is transferred to the share premium account.

Options granted before 1 January 2022, being the company's transition date to FRS 102, have not been retrospectively recognised in accordance with the Section 35.10 exemption available on first-time adoption.

2.9. Subsidiary Undertakings

The following subsidiary undertakings are included in the financial statements of the group and are wholly owned by Level Financial Technology Limited:

Level Finco Ltd of Prosapient Ltd 5th Floor, 33 Holborn, London, United Kingdom, EC1N 2HT incorporated in England & Wales (13152072).

Level Finco 2 Ltd of 33 Holborn, Prosapient Ltd, 5th Floor, London, United Kingdom, EC1N 2HT incorporated in England & Wales (16018481)

The aggregate capital and reserves and profit or loss of the subsidiary undertakings are not required to be disclosed as the company is exempt from preparing consolidated financial statements under Section 399 of the Companies Act 2006, being a small group.

2.10. Credit Facility

The company has guaranteed the obligations of its subsidiary, Level Finco Limited, under a £3,000,000 revolving credit facility with TP Leasing Limited dated 23 February 2021.

Post balance sheet event

On 10 March 2026 the facility was refinanced and reduced to an initial amount of £2,000,000 (with provision to increase by a further £13,000,000). As part of the refinancing, the company entered into a new all-monies guarantee in favour of TP Leasing Limited and granted a charge over its shares in Level Finco Limited as additional security for the facility. The company may also be required to grant an all-assets debenture in favour of the lender if the facility is subsequently increased to £5,000,000 or more.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 15 (2024: 12)

Page 4

Page 5

Level Financial Technology Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

4. Tangible Assets

	Fixtures & Fittings	Computer Equipment	Total
	£	£	£
Cost
As at 1 January 2025	1,707	16,281	17,988
Additions	-	2,286	2,286

As at 31 December 2025	1,707	18,567	20,274

Depreciation
As at 1 January 2025	347	9,567	9,914
Provided during the period	310	4,061	4,371

As at 31 December 2025	657	13,628	14,285

Net Book Value
As at 31 December 2025	1,050	4,939	5,989

As at 1 January 2025	1,360	6,714	8,074

5. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	22,563	1,814
Prepayments and accrued income	52,443	37,738
Other Debtor	1,277	1,772
Level Finco Ltd Intercompany	218,819	121,274
Level Finco 2 Ltd Intercompany	74	40
ODP & Savings withdrawals receivable	292,888	146,178
R&D Tax Credits	-	62,200
VAT	3,170	-

	591,234	371,016

6. Current Asset Investments

	2025	2024
	£	£
Shares in subsidiaries	20	20

7. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	14,256	2,034
Other taxes and social security	35,458	23,873
VAT	-	2,739
Accruals and deferred income	61,868	69,541
Director's loan account	22,006	247,000

	133,588	345,187

Page 5

Page 6

Level Financial Technology Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

8. Deferred Taxation

A deferred tax asset has not been recognised in the financial statements on the grounds that it is not considered sufficiently certain that suitable taxable profits will arise in future periods against which the losses could be utilised. The directors will continue to reassess the recoverability of this asset at each reporting date.

9. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	3,867	3,140

10. Financial Instruments

The company holds only basic financial instruments as defined under Section 11 of FRS 102 and has no financial instruments falling within the scope of Section 12.

Financial assets

Financial assets comprise trade debtors, other debtors, intercompany loan balances and cash at bank and in hand. These are initially recognised at transaction price and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Cash and cash equivalents are measured at face value.

A financial asset is assessed at each reporting date for objective evidence of impairment. An impairment loss is recognised in profit or loss when there is evidence that the carrying amount exceeds the estimated recoverable amount. Impairment losses are reversed in a subsequent period where the circumstances giving rise to the original impairment no longer exist.

Financial assets are derecognised when the contractual rights to cash flows expire or when substantially all the risks and rewards of ownership are transferred.

Financial liabilities

Financial liabilities comprise trade creditors, accruals, other creditors and the director's loan account. These are initially recognised at transaction price and subsequently measured at amortised cost. Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.

Investments

The company's investment in subsidiary undertakings is held at cost less any provision for impairment and is presented within current asset investments on the statement of financial position.

11. Related Party Transactions

Director remuneration

During the year the company paid remuneration to Mr Stephen Holliday, the sole director, totalling £38,574 (2024: £36,907), comprising salary of £35,000 (2024: £35,000) and employer's National Insurance contributions of £3,574 (2024: £1,907).

Director's loan

At 31 December 2025 the company had a loan balance outstanding to Mr Stephen Holliday of £22,006 (2024: £247,000). The loan is unsecured & repayable on demand and is interest-free. During the year net repayments of £224,994 were made. The loan was advanced to support the working capital requirements of the company.

Intercompany balances

The company has advanced loans to its wholly owned subsidiaries, Level Finco Ltd and Level Finco 2 Ltd. At 31 December 2025 the balance outstanding from Level Finco Ltd was £218,819 (2024: £121,274) and from Level Finco 2 Ltd was £74 (2024: £40). These balances are included within debtors. The loans are unsecured, interest-free and repayable on demand. No provision has been made against these balances as the directors consider them to be recoverable.

All related party transactions were conducted on an arm's length basis

12. Prior Period adjustment

Page 6

Page 7

Level Financial Technology Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

In preparing these financial statements the directors identified that share-based payment charges arising under Section 26 of FRS 102 had not been recognised in the financial statements for the year ended 31 December 2024 or in any prior period. This represents an error under FRS 102 Section 10, which has been corrected by restating the 2024 comparative figures in accordance with Section 10.21.

The nature of the error is that the company operates an Enterprise Management Incentive share option scheme under which employees receive equity-settled share-based payments. The obligation to recognise a charge over the vesting period of those options, and a corresponding credit to a share-based payment reserve, was not reflected in previously reported figures.

The effect on the 2024 comparative income statement is an increase in staff costs of £68,484. The effect on the 2024 comparative balance sheet is the introduction of a share-based payment reserve of £96,387 within capital and reserves, with a corresponding reduction in retained earnings of the same amount. Of this, £27,904 relates to charges arising in the year ended 31 December 2023 and earlier periods; this amount has been taken as an adjustment to opening retained earnings at 1 January 2024 rather than through the 2024 income statement. The remaining £68,484 has been recognised in the restated 2024 profit and loss account as described above.

There is no effect on the company's cash position in any period as the share-based payment charge is entirely non-cash in nature.

Page 7

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		5,989		8,074

			5,989		8,074
CURRENT ASSETS
Debtors	5	591,234		371,016
Investments	6	20		20
Cash at bank and in hand		1,815,926		782,203

		2,407,180		1,153,239
Creditors: Amounts Falling Due Within One Year	7	(133,588 )		(345,187 )

NET CURRENT ASSETS (LIABILITIES)			2,273,592		808,052

TOTAL ASSETS LESS CURRENT LIABILITIES			2,279,581		816,126

NET ASSETS			2,279,581		816,126

CAPITAL AND RESERVES
Called up share capital	9		3,867		3,140
Share premium account			7,572,066		5,176,992
Capital redemption reserve			359		359
Share Based Payment Reserve			147,686		96,388
Income Statement			(5,444,397 )		(4,460,753 )

SHAREHOLDERS' FUNDS			2,279,581		816,126