REGISTERED NUMBER: 11764649 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

REACTIVE MARKETS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Directors:

M M Aylett

M McDowell

P R Morris

Registered office:

The Workstation

Rivers Lodge

West Common

Harpenden

Hertfordshire

AL5 2JD

Registered number:

11764649 (England and Wales)

Accountants:

TC Group

1 Merus Court

Meridian Business Park

Leicester

Leicestershire

LE19 1RJ

Fixed assets

Intangible assets

4

6,183,216

4,354,336

Tangible assets

5

11,038

11,250

Investments

6

287,232

-

6,481,486

4,365,586

Current assets

Debtors

7

2,399,876

1,038,403

Cash at bank and in hand

1,511,910

647,861

3,911,786

1,686,264

Creditors

Amounts falling due within one year

8

(636,394

)

(5,548,128

)

Net current assets/(liabilities)

3,275,392

(3,861,864

)

Total assets less current liabilities

9,756,878

503,722

Creditors

Amounts falling due after more than one year

9

-

(3,000,000

)

Net assets/(liabilities)

9,756,878

(2,496,278

)

Capital and reserves

Called up share capital

170

167

Share premium

16,454,471

3,321,617

Capital redemption reserve

1

1

Retained earnings

(6,697,764

)

(5,818,063

)

9,756,878

(2,496,278

)

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 13 August 2026 and were signed on its behalf by:

P R Morris - Director

1.	STATUTORY INFORMATION

Reactive Markets 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.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation in 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.

Going concern

The financial statements have been prepared on a going concern basis. The validity of this assumption depends upon the continued support of the shareholders, who have confirmed their willingness to support the financial requirements of the business for the foreseeable future. The financial statements therefore do not include any adjustments, which would be necessary if the required financial support were to be withdrawn and the Company ceased to be a going concern.

Preparation of consolidated financial statements

The financial statements contain information about Reactive Markets 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 from the requirements to prepare consolidated financial statements.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

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 are initially measured at cost. After initial recognition, intangible assets are measured at cost

less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

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

Equipment

-

33.33% on cost

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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. Exchange differences are taken into account in arriving at the operating result.

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.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

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

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price, net of transaction costs, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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 the Profit and Loss Account.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

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.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 36 (2024 - 24 ) .

4.	INTANGIBLE FIXED ASSETS

Development

costs

£

Cost

At 1 January 2025

4,354,336

Additions

2,699,747

At 31 December 2025

7,054,083

Amortisation

Amortisation for year

870,867

At 31 December 2025

870,867

Net book value

At 31 December 2025

6,183,216

At 31 December 2024

4,354,336

Development costs relate to internally generated software / platform development expenditure. The directors consider the carrying value to be recoverable based on expected future revenues from the developed technology.

5.	TANGIBLE FIXED ASSETS

Equipment

£

Cost

At 1 January 2025

57,878

Additions

10,601

At 31 December 2025

68,479

Depreciation

At 1 January 2025

46,628

Charge for year

10,813

At 31 December 2025

57,441

Net book value

At 31 December 2025

11,038

At 31 December 2024

11,250

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

Cost

Additions

287,232

At 31 December 2025

287,232

Net book value

At 31 December 2025

287,232

At the year end, the company directly owned 100% of Reactive Markets LLC, a company incorporated in the USA.

At the year end, the company directly owned 100% of the ordinary share capital of Reactive Markets Technologies Limited, a company incorporated in England and Wales.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

1,349,838

942,990

Amounts owed by group undertakings

20,473

792

Other debtors

95,316

94,621

Tax

829,021

-

Prepayments

105,228

-

2,399,876

1,038,403

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 10)

1,875

6,380

Other loans (see note 10)

-

5,000,000

Trade creditors

72,719

170,711

Social security and other taxes

153,532

143,956

VAT

227,741

131,218

Other creditors

38,515

7,021

Accruals and deferred income

142,012

88,842

636,394

5,548,128

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other loans (see note 10)

-

3,000,000

10.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

-

5

Bank loans

1,875

6,375

Other loans

-

5,000,000

1,875

5,006,380

Amounts falling due between one and two years:

Other loans - 1-2 years

-

3,000,000

11.	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.