REGISTERED NUMBER: 11664346 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

BEACON TECHNOLOGIES LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr D Izmailov

Mr F A Robinson

REGISTERED OFFICE:

42 Berkeley Square

London

United Kingdom

W1J 5AW

REGISTERED NUMBER:

11664346 (England and Wales)

ACCOUNTANT:

mgr Weston Kay LLP

Chartered Accountants

55 Loudoun Road

St John's Wood

London

NW8 0DL

FIXED ASSETS

Intangible assets

4

655,877

471,395

Tangible assets

5

16,581

43,562

Investments

6

100

101

672,558

515,058

CURRENT ASSETS

Debtors

7

413,513

1,319,293

Cash at bank

1,077,767

2,778,695

1,491,280

4,097,988

CREDITORS

Amounts falling due within one year

8

(965,457

)

(1,956,009

)

NET CURRENT ASSETS

525,823

2,141,979

TOTAL ASSETS LESS CURRENT LIABILITIES

1,198,381

2,657,037

CREDITORS

Amounts falling due after more than one year

9

(145,114

)

-

PROVISIONS FOR LIABILITIES

-

(797,098

)

NET ASSETS

1,053,267

1,859,939

CAPITAL AND RESERVES

Called up share capital

10

141

3

Share premium account

11

58,996,970

55,855,038

Share option reserve

11

5,962,694

5,629,552

Retained earnings

11

(63,906,538

)

(59,624,654

)

1,053,267

1,859,939

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.

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 20 July 2026 and were signed on its behalf by:

Mr F A Robinson - Director

1.	STATUTORY INFORMATION

Beacon Technologies Ltd is a private company, limited by shares , registered in England and Wales. 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.

Foreign currency translation

Functional currency:

The financial statements are presented in the currency of the primary economic environment in which the entity operates, e.g. the environment in which it primarily generates revenue and expends cash.

For the purpose of the financial statements, the results and financial position are presented in Sterling (£).

Transactions and balances:

Initially foreign currency transactions are translated into the functional currency using the spot exchange rate at the date of the transaction.

At the end of the reporting period monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency at the exchange rate at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Foreign exchange gains or losses which arise at settlement of transactions or at period end retranslation of monetary assets and liabilities are recognised in profit or loss in the period in which they arise.

Turnover

Software Services:

The fair value of the consideration received or receivable for subscription based software-as-a-service is recognised on a straight-line basis in line with the period of validity of the contract. This aligns with the period of obligation that the Company has to provision, deliver and/or maintain the service for the customer.

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Website costs - 5 years

Computer software - 5 years

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Office equipment - 33% straight line

Computer equipment - 33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit ('CGU') to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

R&D Tax Credit

The Company recognises an expected R&D tax asset when it has reasonable assurance that the claim will be accepted by HMRC and the funds will be received. This asset represents the anticipated cash inflow arising from qualifying R&D expenditure under the relevant UK tax credit scheme.

The Company receives cash payments from HMRC in respect of Research & Development (R&D) tax credits, which are not offset against future corporation tax liabilities. Accordingly, these amounts are recognised as other operating income in the statement of profit or loss.

Employee benefits

Defined Contribution Pension:

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Holiday pay accrual:

The Company recognises a liability for unused holiday pay entitlement which has accrued as at the balance sheet date and carried forward to future periods in line with the Company’s policy. This is measured at the undiscounted salary cost of the future holiday entitlement (being calculated as 1/260 of the annual salary) and accrued at the balance sheet date.

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Financial instruments

Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.

Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. 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 issued by the Company are recorded at the proceeds received, net of direct issue costs.

Interest bearing loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

Share-based payments

The cost of share-based employee compensation arrangements, whereby employees receive remuneration in the form of shares or share options, is recognised as an employee benefit expense in profit or loss.

The total expense to be apportioned over the vesting period of the benefit is determined by reference to the fair value at the date of grant. At the end of each reporting period the assumptions underlying the number of awards expected to vest are adjusted for the effects of non market-based vesting conditions to reflect the conditions prevailing at that date. The impact of any revisions to the original estimates is recognised in profit or loss, with a corresponding adjustment to equity. Fair value is measured by the use of a Black-Scholes 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.

When share options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.

Equity Issue & Costs

An entity shall account for the transaction costs (such as legal or professional fees) of an equity transaction as a deduction from equity, net of any related income tax benefit. The Company recognises these equity raise costs as part of equity (Share premium).

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, the directors (or management) are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The directors consider that the key sources of estimation uncertainty in preparing the financial statements are:

Share-based payments

Fair value for share based payments has been calculated by using the Black Scholes pricing model as deemed the most appropriate by management. Some inputs of the model require estimates which represent management’s best estimate.

Provisions and contingencies

Management continually assess provisions, including contingencies and the likely outcome of pending and potential legal proceedings. The outcome of such proceedings depends on future events, which are, by nature, uncertain.

When considering provisions involving significant estimates, opinions and estimates by external legal experts and existing case law are applied in assessing the probable outcome of material legal proceedings.

Investment in subsidiaries

Investment in subsidiaries are assessed annually whether there is an indication of impairment. If so, the investments will be tested for impairment involving various estimates such as future cash flows or growth.

R&D tax credit

The Company recognises an expected R&D tax asset when it has reasonable assurance that the claim will be accepted by HMRC and the funds will be received. This asset represents the anticipated cash inflow arising from qualifying R&D expenditure under the relevant UK tax credit scheme.

The Company receives cash payments from HMRC in respect of Research & Development (R&D) tax credits, which are not offset against future corporation tax liabilities. Accordingly, these amounts are recognised as other operating income in the statement of profit or loss.

Depreciation period and residual value

Depreciation period and future residual value of the assets recognised are based on historical experience. Reassessment is done annually to ascertain that the depreciation basis plied is still representative and reflects the expected life and future residual value of the assets.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 16 (2024 - 29 ) .

4.	INTANGIBLE FIXED ASSETS

Website

Computer

costs

software

Totals

£

£

£

COST

At 1 January 2025

318,091

736,324

1,054,415

Additions

149,954

270,065

420,019

Disposals

(58,636

)

(18,122

)

(76,758

)

At 31 December 2025

409,409

988,267

1,397,676

AMORTISATION

At 1 January 2025

288,049

294,971

583,020

Amortisation for year

38,161

179,254

217,415

Eliminated on disposal

(58,636

)

-

(58,636

)

At 31 December 2025

267,574

474,225

741,799

NET BOOK VALUE

At 31 December 2025

141,835

514,042

655,877

At 31 December 2024

30,042

441,353

471,395

5.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2025

73,352

236,024

309,376

Additions

-

10,152

10,152

Disposals

(65,117

)

(89,763

)

(154,880

)

At 31 December 2025

8,235

156,413

164,648

DEPRECIATION

At 1 January 2025

71,207

194,607

265,814

Charge for year

1,422

35,711

37,133

Eliminated on disposal

(65,117

)

(89,763

)

(154,880

)

At 31 December 2025

7,512

140,555

148,067

NET BOOK VALUE

At 31 December 2025

723

15,858

16,581

At 31 December 2024

2,145

41,417

43,562

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

101

Disposals

(1

)

At 31 December 2025

100

NET BOOK VALUE

At 31 December 2025

100

At 31 December 2024

101

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

27,625

42,880

Other debtors

385,888

1,276,413

413,513

1,319,293

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

276,511

1,126,831

Amounts owed to group undertakings

100

101

Taxation and social security

69,850

79,971

Other creditors

618,996

749,106

965,457

1,956,009

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Other creditors

145,114

-

10.	CALLED UP SHARE CAPITAL

31.12.25

31.12.24

Allotted, called up and fully paid

£

£

375,900,342 (2024: 12,370,444) Ordinary shares of £0.0000001 each

38

1

Nil (2024: 4,635,800) Series seed preferred shares of £0.0000001 each

-

-

Nil (2024: 6,590,000) Series A preferred shares of ££0.0000001 each

-

1

Nil (2024: 8,753,800) Series B preferred shares of £0.0000001 each

-

1

261,356 (2024: 261,356) Deferred shares of £0.0000001 each

-

-

1,029,730,961(2024: Nil) Series seed 2 preferred shares of £0.0000001 each

103

-

141

3

On 19 November 2025, the Company redesignated Series Seed Preferred, Series A Preferred and Series B Preferred shares into Ordinary shares.

From 25 November 2025 to 16 December 2025, the Company issued 580,610,646 Series Seed 2 Preferred shares of £0.0000001 each for a consideration of £0.00463089 per share giving rise to share premium of £2,688,686.

From 27 November 2025 to 31 December 2025, the Company issued 37,755,520 Series Seed 2 Preferred shares of £0.0000001 each for a consideration of £0.00463089 per share giving rise to share premium of £174,838.

From 27 November 2025 to 31 December 2025, the Company issued 411,364,795 Series Seed 2 Preferred shares of £0.0000001 each for a consideration of £0.0000001 per share.

From 27 November 2025 to 31 December 2025, the Company issued 343,550,298 Ordinary shares of £0.0000001 each for a consideration of £0.0000001 per shares issued pursuant to the exercise of EMI share options. Share premium of £278,408 was reclassified from the share option reserve.

Voting rights - Ordinary and Series Seed 2 Preferred shares confer on their holders the right to receive notice of, attend, speak and vote at all general meetings of the Company and to receive and vote on written resolutions. Deferred Shares do not confer any voting rights.

Dividend rights - Any profits available for distribution may be distributed amongst the holders of Ordinary Shares and Series Seed 2 Preferred Shares in proportion to their respective holdings of equity shares. The Series Seed 2 Preferred Shares also carry a non-cumulative preferential dividend of 8% per annum of the issue price, payable in priority to any dividend on the Ordinary Shares. Deferred Shares do not carry any entitlement to dividends.

Capital distribution rights - On a liquidation or other return of capital event, the surplus assets available after payment of the Company's liabilities shall be distributed to the holders of shares in order of priority set out in article 5.1 of the Company's articles of association.

Conversion rights - Each Series Seed 2 Preferred Share is convertible into one Ordinary Share at the election of the holder and will automatically convert into Ordinary Shares upon certain events specified in the Articles of Association, including a qualifying IPO or approval by the requisite majority of preferred shareholders.

11.

RESERVES

Share premium account

The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at an amount in excess of nominal value.

Profit and loss account

This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.

Share option reserve

The share option reserve represents the aggregate value of share options payable by the Company.

12.	SHARE-BASED PAYMENTS

Certain employees of the Company have been granted options in the shares of the Company.The options are granted with a fixed exercise price, and are exercisable after a certain period of employment with the Company. The total charge recognised in profit or loss is £611,550 (2024: £431,164).

Weighted average exercise price (pence2025

)

Number2025

Weighted average exercise price (pence2024

)

Number2024

Outstanding at the beginning of the year

0.005

1,141,383

0.005

1,135,316

Granted during the year

0.00001

2,090,131,545

0.005

133,924

Forfeited during the year

-

-

0.005

(127,857

)

Exercised during the year

0.00001

(343,550,298

)

-

-

Outstanding at the end of the year

0.00001

1,747,722,630

0.005

1,141,383

There were 2,090,131,545 share options granted during the period. Fair value was measured using the Black-Scholes option valuation model. Of the options granted, 343,550,298 were exercised in the year, with the remaining options vesting monthly over 36 months to 31 October 2028.

The Company operates three share option schemes:

- an HMRC-approved Enterprise Management Incentive ("EMI") scheme for UK employees;

- an HMRC-approved EMI scheme for the Company's directors;

- an Unapproved Share Option Plan for the rest of employees as well as those who received options after the Series B fundraise which is when the Company exceeded the criteria which apply to allow the Company to grant EMI options.

- Under the first EMI scheme, all new joiner grants have a 48-month vesting with a 12-month cliff and the remaining 75% vesting monthly over the following 36 months.

- Under the directors' EMI scheme, options equal to 5% of the Company's fully diluted share capital vested on the vesting commencement date, with the remaining options vesting monthly over 36 months. The options are intended to qualify as EMI options to the extent that the market value of the underlying shares does not exceed the statutory EMI limit, with any excess treated as unapproved options.

- Under the Unapproved Options Plan, all new joiner grants have a 48-month vesting with a 12-month cliff and the remaining 75% vesting monthly over the following 36 months.

- Under the Unapproved Options Plan, all bonus grants have a 36-month vesting in equal monthly instalments over 36 months.

The fair value of options issued during the year was £0.0008104 per option (2024: £1.57).

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

In the prior year ended 31 December 2024, a director provided a £300,000 loan to the Company. This was an arm’s length transaction. The loan was secured and interest was charged at monthly rate of 1.5% and expected to be repaid within 1 year. At 31 December 2024, the amount outstanding was £312,796, of which £12,796 was accrued interest. On 8 January 2025, the Company repaid the directors loan in full, paying £314,844 and incurring total interest of £14,844.

A convertible loan of $223,795.53 (£172,482 at the date of transaction) was provided to the Company by a shareholder on 22 October 2024. This was an arm’s length transaction. The convertible loan was secured and interest bearing at 1.5% monthly interest rate. The convertible loan was repayable either at a funding round, or prior to the funding round with prior consent from the loan provider. The Company repaid the loan amount in full, £179,957.59 on 20 November 2024, incurring interest charges of £3,063.

A convertible loan of $4,334.47 (£3,341 at the date of transaction) was provided to the Company by a shareholder on 22 October 2024 . This was an arm’s length transaction. The convertible loan was secured and interest bearing at 1.5% monthly interest rate. The convertible loan was repayable either at a funding round, or prior to the funding round with prior consent from the loan provider. The Company repaid the loan amount in full, £3,485 on 20 November 2024, incurring interest charges of £76.

A convertible loan of $228,130 (£175,823 at the date of transaction) was provided to the Company by a shareholder on 22 October 2024. This was an arm’s length transaction. The convertible loan was secured and interest bearing at 1.5% monthly interest rate. The convertible loan was repayable either at a funding round, or prior to the funding round with prior consent from the loan provider. The Company repaid the loan amount in full, £183,356 on 20 November 2024, incurring interest charges of £3,870.