Company No: SC407753 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	31.12.2025		30.09.2024
		£		£
Fixed assets
Tangible assets	3	10,648		17,488
		10,648		17,488
Current assets
Debtors	4	856,333		669,108
Cash at bank and in hand		75,884		69,507
		932,217		738,615
Creditors: amounts falling due within one year	5	( 2,913,859)		( 1,103,842)
Net current liabilities		(1,981,642)		(365,227)
Total assets less current liabilities		(1,970,994)		(347,739)
Creditors: amounts falling due after more than one year	6	( 2,559,399)		( 2,092,165)
Net liabilities		( 4,530,393)		( 2,439,904)
Capital and reserves
Called-up share capital	7	5		3
Share premium account		1,831,102		1,729,304
Fair value reserve		146,602		323,460
Profit and loss account		( 6,508,102 )		( 4,492,671 )
Total shareholders' deficit		( 4,530,393)		( 2,439,904)

For the financial period ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Bright Ascension Limited (registered number: SC407753) were approved and authorised for issue by the Board of Directors on 29 July 2026. They were signed on its behalf by:

John Andrew Baughn Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Bright Ascension Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Suite 2, Ground Floor, Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The Directors are pleased with the progress the company has made in this period. The company has made a loss for the financial year which is in line with the expectations of the directors and shareholders owing to the company's decision to invest in a strong and scalable base for future growth.

The Directors are also pleased to confirm further funding of £5.5m of convertible loan notes post year end which the directors fully expect to convert on maturity in March 2027, giving the company sufficient cash for a period of 12 months from the approval of these financial statements. Whilst the directors are confident that the convertible loan notes issued will convert and sufficient funding will be obtained, any further funding required has not been formally committed at the date of approval of these financial statements.

These circumstances indicate the existence of a material uncertainty that may cast significant doubt upon the company's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

The directors have prepared and reviewed detailed cashflow forecasts for a period of at least 12 months from the approval of these financial statements. These forecasts include the post balance sheet events as disclosed which give the directors confidence in the future growth of the company.

The financial statements have been prepared on a going concern basis and do not include any adjustments that would result if the company were unable to continue as a going concern.

Reporting period length

The financial statements cover the 15 months to 31 December 2025. The comparative financial statements cover a 12 month period from 01 October 2023 to 30 September 2024 and as such, the comparatives are not directly comparable.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT.

Turnover is recognised when the company has entitlement to the income in exchange for the provision of services

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Office equipment	0 - 3 years straight line
Computer equipment	0 - 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews 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).

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

Financial instruments

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

Financial liabilities and equity instruments are classified 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.

Basic financial assets
Basic financial assets, which include debtors and bank balances, are measured at transaction price including transaction costs.

Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

Government grants

Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the Company will comply with conditions attaching to them and the grants will be received.

A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation.

2. Employees

	Period from 01.10.2024 to 31.12.2025		Year ended 30.09.2024
	Number		Number
Monthly average number of persons employed by the Company during the period, including directors	52		45

3. Tangible assets

	Office equipment		Computer equipment		Total
	£		£		£
Cost
At 01 October 2024	21,208		68,092		89,300
Additions	0		5,276		5,276
At 31 December 2025	21,208		73,368		94,576
Accumulated depreciation
At 01 October 2024	20,836		50,976		71,812
Charge for the financial period	356		11,760		12,116
At 31 December 2025	21,192		62,736		83,928
Net book value
At 31 December 2025	16		10,632		10,648
At 30 September 2024	372		17,116		17,488

4. Debtors

	31.12.2025		30.09.2024
	£		£
Trade debtors	180,008		393,727
Corporation tax	233,690		182,853
Other debtors	442,635		92,528
	856,333		669,108

5. Creditors: amounts falling due within one year

	31.12.2025		30.09.2024
	£		£
Bank loans	4,824		10,000
Trade creditors	35,048		53,444
Other taxation and social security	192,621		217,970
Other creditors	2,681,366		822,428
	2,913,859		1,103,842

Included in other creditors are various liabilities which are secured by floating charges over the whole property, assets and undertaking of the company. These floating charges extend over the company’s present and future property, assets and undertaking and secure the amounts due to the relevant creditors, including any associated interest, fees and costs.

In addition, included in other creditors are convertible loan notes with a principal amount of £2.35m and £97,917 of associated interest with a maturity date of January 2026. The maturity date was updated to March 2027 after the balance sheet date.

Also included in bank loans are amounts advanced to the company under the bounce back loan scheme of £4,824 (2024 - £10,000). This loan is covered by a government backed guarantee.

6. Creditors: amounts falling due after more than one year

	31.12.2025		30.09.2024
	£		£
Bank loans	0		6,667
Other creditors	2,559,399		2,085,498
	2,559,399		2,092,165

Included in other creditors are various liabilities which are secured by floating charges over the whole property, assets and undertaking of the company. These floating charges extend over the company’s present and future property, assets and undertaking and secure the amounts due to the relevant creditors, including any associated interest, fees and costs.

Include in other creditors are convertible loan notes with a principal amount of £2.2m and £441,495 of associated interest accruing at 10% per annum. The maturity date is March 2027.

Also included in bank loans are amounts advanced to the company under the bounce back loan scheme of £Nil (2024 - £6,667). This loan is covered by a government backed guarantee.

7. Called-up share capital

	31.12.2025		30.09.2024
	£		£
Allotted, called-up and fully-paid
5,009,260 Ordinary shares of £ 0.000001 each (30.09.2024: 3,000,000 shares of £ 0.000001 each)	5		3

8. Financial commitments

Commitments

	31.12.2025		30.09.2024
	£		£
Total future minimum lease payments under non-cancellable operating leases	14,231		2,125

9. Related party transactions

Other related party transactions

	31.12.2025		30.09.2024
	£		£
Bright Ascension Employee Benefit Trust	(21,460)		(24,845)

Included in other creditors is a loan of £21,460 (2024: £24,845) to Bright Ascension Employee Benefit Trust, in connection with the issue of employment related securities. The loan is repayable on demand, unsecured and free of interest.

10. Events after the Balance Sheet date

The directors are pleased to confirm further funding of £5.5m of convertible loan notes post year end which the directors fully expect to convert on maturity in March 2027, giving the company sufficient cash for a period of 12 months from the approval of these financial statements.

These events are disclosed as it is considered relevant to users’ understanding of the entity’s capital structure and financing arrangements following the year end.