REGISTERED NUMBER: 08582622 (England and Wales)

KALLANISH LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Chartered Accountants' Report

14

DIRECTORS:

C J Macmillan

P A Mullins

K S Rusev

REGISTERED OFFICE:

Britannia House

11 Glenthorne Road

Hammersmith

London

W6 0LH

REGISTERED NUMBER:

08582622 (England and Wales)

ACCOUNTANTS:

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

FIXED ASSETS

Intangible assets

5

559,496

455,373

Tangible assets

6

10,483

11,386

Investments

7

2,010,582

1,507,096

2,580,561

1,973,855

CURRENT ASSETS

Debtors

8

189,568

215,285

Cash at bank and in hand

282,827

345,584

472,395

560,869

CREDITORS

Amounts falling due within one year

9

(1,342,135

)

(1,369,396

)

NET CURRENT LIABILITIES

(869,740

)

(808,527

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,710,821

1,165,328

CREDITORS

Amounts falling due after more than one year

10

(528,309

)

(418,452

)

PROVISIONS FOR LIABILITIES

(127,090

)

(19,180

)

NET ASSETS

1,055,422

727,696

CAPITAL AND RESERVES

Called up share capital

365,406

365,406

Share premium

449,021

449,021

Share-based payment reserve

25,196

21,708

Retained earnings

215,799

(108,439

)

1,055,422

727,696

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 5 August 2026 and were signed on its behalf by:

P A Mullins - Director

1.	STATUTORY INFORMATION

Kallanish Limited 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.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis. The directors are satisfied that the shareholders will continue to provide financial support for the foreseeable future and, accordingly, have a reasonable expectation that the company will be able to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements. Therefore, the financial statements have been prepared on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Kallanish Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 for the requirement to prepare consolidated financial statements.

Turnover

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

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably,

- it is probable that the Company will receive the consideration due under the contract,

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be measured reliably.

Intangible assets

Intangible assets relate to website development costs which are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Website development costs are being amortised evenly over its estimated useful life of 10 years.

Tangible fixed assets

Tangible assets are stated at cost less accumulated depreciation. Cost includes the original purchase price and costs directly attributable to bringing the asset to its working condition for its intended use.

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

Plant and machinery - 25% reducing balance.

On disposal, the difference between net proceeds and the carrying amount of item sold is recognised in the income statement and is included in administrative expenses.

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.

Investments in subsidiaries

Investments in subsidiary undertakings are initially recorded at cost, representing the fair value of the consideration transferred, including any directly attributable acquisition costs.

Loans advanced to subsidiary undertakings that are intended to provide long-term financial support and are not expected to be repaid in the foreseeable future are classified as fixed asset investments. These are treated as an increase in the cost of the investment, reflecting their substance as capital contributions.

Investments are reviewed annually for indicators of impairment. Where there is evidence of a permanent diminution in value, an impairment loss is recognised in the profit and loss account. Any subsequent reversal of impairment is also recognised in the income statement to the extent of the original impairment.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

All financial assets and liabilities are initially measured at transaction price and subsequently measured at amortised cost. The company has a cash-settled share-based compensation plan which is measured at fair value through the income statement.

Investments are initially recorded at cost, being the fair value of the consideration given and including acquisition costs associated with the investment. All purchases and sales of investments are recognised using trade date accounting. The value of the investments are reviewed on an annual basis and a provision is made where any impairment in value is considered to be appropriate.

Trade and other debtors are recognised and carried forward at invoiced amounts less provision for any doubtful debts. Bad debts are written off when identified.

Cash and cash equivalents comprise of cash at bank and in hand, and are included in the balance sheet at cost.

Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

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

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the income statement. Non-monetary items are not re-translated at the balance sheet date and are recognised at their transaction cost.

Leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Share based payments

Equity-settled share-based payment

The company operates an equity-settled share-based compensation plan for certain employees, whereby employees render services for equity instruments (equity settled transactions).

The cost of equity settled transactions is recognised as an expense in the income statement, together with a corresponding increase in equity, over the period in which the performance and or service conditions are fulfilled, ending on the date on which relevant employees become fully entitled to the award (the vesting date).

These options are measured at fair value at the grant date by using the Black-Scholes model in line with FRS 102 26.11. The fair value determined at the grant date is expensed on a straight line basis over the vesting period, ending on the vesting date, and adjusted for the estimated probability of employee retention.

Cash-settled share-based payment

The company also operates a cash-settled share-based compensation plan, whereby individuals render services for a cash-settled share-based payment instrument.

The cost of these transactions is recognised as a expense in the income statement, together with a corresponding increase in the liability. At each reporting date until the settlement date, the financial liability is re-measured to reflect the fair value of the share-based payment and adjusted to reflect the probability of individual retention. Any changes in the fair value are recognised in the income statement for the period.

Once the individual becomes entitled to the award, upon settlement, the liability is extinguished and the difference between the recognised liability and the amount paid is recognised in the income statement.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 16 (2024 - 15 ) .

5.	INTANGIBLE FIXED ASSETS

Website

development

costs

£

COST

At 1 January 2025

740,805

Additions

185,447

At 31 December 2025

926,252

AMORTISATION

At 1 January 2025

285,432

Amortisation for year

81,324

At 31 December 2025

366,756

NET BOOK VALUE

At 31 December 2025

559,496

At 31 December 2024

455,373

6.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 January 2025

22,175

Additions

3,773

Disposals

(3,978

)

At 31 December 2025

21,970

DEPRECIATION

At 1 January 2025

10,789

Charge for year

3,419

Eliminated on disposal

(2,721

)

At 31 December 2025

11,487

NET BOOK VALUE

At 31 December 2025

10,483

At 31 December 2024

11,386

7.	FIXED ASSET INVESTMENTS

2025

2024

£

£

Shares in group undertakings

809,206

742,742

Loans to group undertakings

1,201,376

764,354

2,010,582

1,507,096

Additional information is as follows:

Shares in

group

undertakings

£

COST

At 1 January 2025

742,742

Additions

66,464

At 31 December 2025

809,206

NET BOOK VALUE

At 31 December 2025

809,206

At 31 December 2024

742,742

Loans to

group

undertakings

£

At 1 January 2025

764,354

New loans in the year

437,022

At 31 December 2025

1,201,376

The company's investments at the Balance Sheet date is the share capital of companies include the following:

Kallanish Commodities Bulgaria

Registered office: 13 Yantra Street, Sofia 1000, Bulgaria

Nature of business: Editorial sales for commodity markets

Class of Shares:

% holding

Ordinary

100%

Kallanish Commodities Shanghai

Registered office: Suite 108, 5th Floor, No. 627 Huaihai Middle Road, Huangpu District, Shanghai, 200020

Nature of business: Compiling data for commodity markets

Class of Shares:

% holding

Ordinary

100%

Kallanish Consulting Services

Registered office: 160 Robinson Road, #14-04 Singapore Business Federation Centre, Singapore 068914

Nature of business: Produces specific market data analytics

Class of Shares:

% holding

Ordinary

100%

Kallanish Index Services

Registered office: Britannia House 11 Glenthorne Road, Hammersmith, London, England, W6 0LH

Nature of business: Compiling data for commodity markets

Class of Shares:

% holding

Ordinary

65%

Kallanish America, LLC

Registered office: 908 S Poplar Drive, Apartment B, Surfside Beach, S Carolina, 29575

Nature of business: Editorial sales for commodity markets

Class of Shares:

% holding

Ordinary

100%

Loans to group undertakings

Included within the total balance is an interest free loan of £728,665 (2024: £513,160) owed by Kallanish Index Services Limited.

Also included is an interest free loan of £472,711 (2024: £251,194) owed by Kallanish America LLC.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other debtors

189,568

215,285

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 11)

9,923

10,268

Taxation and social security

35,674

31,194

Other creditors

1,296,538

1,327,934

1,342,135

1,369,396

Other creditors includes deferred income of £1,265,992 (2024: £1,259,986). These relate to amounts paid by customers in advance for subscriptions which expire within the next financial year and events which take place within the next financial year.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans (see note 11)

-

9,641

Other creditors

528,309

408,811

528,309

418,452

Other creditors include deferred income of £378,443 (2024: £246,572) which relates to amounts paid by customers in advance for subscriptions which expire after more than one year.

The remaining balance relates to the share options held by individuals under the Phantom Share Scheme.

11.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank loans

9,923

10,268

Other loans

-

38,269

9,923

48,537

Amounts falling due between two and five years:

Bank loans - 2-5 years

-

9,641

The company has an unsecured Coronavirus Bounce Back Loan bearing interest at a fixed rate of 2.5% per annum. The loan is repayable by November 2026.

Other loans related to a shareholder loan, which was repaid in full during the year.

12.	RELATED PARTY DISCLOSURES

During the year, the company paid £215,505 (2024: £217,450) to Kallanish Index Services Limited to meet their ongoing working capital requirements. Included within fixed asset investments (loans to group undertakings) is a balance of £728,665 (2024: £513,160) owed by Kallanish Index Services Limited by the year end.

The company has taken advantage of the exemption conferred by The Financial Reporting Standard 102 Section 33 'Related party disclosures.' This allows for transactions with members of the group headed by Kallanish Limited not to be disclosed on the grounds that 100% of the voting rights in the company are controlled within the group.

13.	POST BALANCE SHEET EVENTS

On 18 June 2026, the company entered into a loan facility agreement with Juice Ventures Limited. This has a maximum available facility of £250,000. The facility is secured by a fixed and floating charge over the company's assets and undertaking.

14.	SHARE-BASED PAYMENT TRANSACTIONS

Equity-settled share-based payment

At 31 December 2025, there are share options held by directors and employees of the company under an Enterprise Management Incentive Scheme to acquire up to 29,204 ordinary shares.

The options lapse on the earlier of the event of a sale of the business and in certain other instances set out in the scheme rules. If the options remain unexercised 20,080 options will expire on 5 December 2028 and 9,124 options will expire on 23 July 2034. The options can only be exercised whilst the option holder remains a director or employee of the company.

A reconciliation of the Equity-settled share option movements over the year to 31 December 2025 is shown below:

2025

Number of share options

Weighted average exercise price

£

Outstanding at 1 January

29,654

1.53

Options granted in the year

-

-

Options lapsed in the year

(450

)

2.65

Outstanding at 31 December

29,204

1.52

The expense recognised for these share options in respect of employee services received in the year to 31 December 2025 is a charge of £3,488 (2024: £1,628). This is deemed to be the fair value of the services received.

The Black-Scholes option pricing model was used to value the equity-settled share based payment awards as it was considered that this approach would result in a materially accurate estimate of the fair value of the options granted.

15.	SHARE-BASED PAYMENT TRANSACTIONS

Cash-settled share-based payment

There are also share options held by individuals under the Phantom Share Scheme to acquire up to 27,005 notional shares.

The options lapse on the earlier of the event of a sale of the business and in certain other instances set out in the scheme rules. If the options remain unexercised 15,350 options will expire on 5 December 2028 and 11,655 options will expire on 23 July 2034. The options can only be exercised whilst the option holder provides services to the company. The fair value of the options at the balance sheet date was based on a valuation prepared by the directors.

A reconciliation of the cash-settled share option movements over the year to 31 December 2025 is shown below:

2025

Number of share options

Liability

£

Outstanding at 1 January

27,955

162,239

Options granted in the year

-

-

Options forfeited in the year

(950

)

(4,959

)

Adjustment to fair value

-

(7,414

)

Outstanding at 31 December

27,005

149,866

The total credit recognised in the company for the cash-settled share options during the year to 31 December 2025 was £8,886 (2024: expense of £116,508).

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Kallanish Limited for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Kallanish Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Kallanish Limited and state those matters that we have agreed to state to the Board of Directors of Kallanish Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Kallanish Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Kallanish Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Kallanish Limited. You consider that Kallanish Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Kallanish Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

This report should not be regarded as suitable to be used or relied on by any other party wishing to acquire any rights against Bessler Hendrie LLP for any purpose or in any context. Any party, other than the Director, who obtain access to this report or a copy and chooses to rely on this report (or any part of it) will do so at its own risk.

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

5 August 2026