Company No: 04966495 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Tangible assets	4	236,024		176,177
Investments	5	161		161
		236,185		176,338
Current assets
Debtors	6	2,543,710		1,309,836
Cash at bank and in hand		3,783		9,875
		2,547,493		1,319,711
Creditors: amounts falling due within one year	7	( 2,064,019)		( 1,589,558)
Net current assets/(liabilities)		483,474		(269,847)
Total assets less current liabilities		719,659		(93,509)
Creditors: amounts falling due after more than one year	8	0		( 6,667)
Net assets/(liabilities)		719,659		( 100,176)
Capital and reserves
Called-up share capital	9	36,811		33,600
Share premium account		29,233,369		23,098,758
Profit and loss account		( 28,550,521 )		( 23,232,534 )
Total shareholders' funds/(deficit)		719,659		( 100,176)

For the financial year ending 30 November 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 year 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 Income Statement has not been delivered.

The financial statements of TOGL (Holdings) Limited (registered number: 04966495) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

S Hall Director

19 March 2026

1. Accounting policies

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

General information and basis of accounting

TOGL (Holdings) Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is First Floor, 5 Fleet Place, London, EC4M 7RD, United Kingdom.

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

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Going concern

At the reporting date the company had accumulated losses of £28,550,521 and net assets of £719,659. During the year 3,210,584 Ordinary shares of £0.001 each were issued at a premium for a net consideration of £6,137,822.

On the basis the company continues to raise sufficient investment to fund its working capital requirements, the directors consider it appropriate to prepare the financial statements on a going concern basis.

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 Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Income Statement in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

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 and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

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.

Termination benefits are recognised as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The company operates a defined contribution scheme. The amount charged to the Income Statement in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Share-based payment

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an appropriate pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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 Statement of Financial Position 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, other than investment property and freehold land, 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:

Leasehold improvements	depreciated over the life of the lease
Other property, plant and equipment	4 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.

Leases

The company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Income Statement over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Income Statement as described below.

Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the income statement.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

The Company only enters into basic financial instruments and 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 and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

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.

Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	28		20

3. Share-based payments

Equity-settled share-based payment schemes

The company issues options to certain employees and directors. These options are valid subject to vesting requirements, which include the achievement of certain objectives and the individuals remaining in employment, unless permitted by the board. At the date of grant the directors considered the fair value of these options to be £nil.

Details of the share options outstanding during the financial year are as follows:

	2025			2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	4,460,000	0.48		4,820,000	0.47
Granted during the period	660,000	0.61		100,000	0.35
Forfeited during the period	( 180,000)	0.46		( 460,000)	0.39
Outstanding at the end of the period	4,940,000	0.50		4,460,000	0.48
Exercisable at the end of the period	4,130,000	0.49		4,062,200	0.46

The weighted average share price at the date of exercise for share options exercised during the year was £nil as no options were exercised (2024 - £nil).

4. Tangible assets

	Leasehold improve- ments		Other property, plant and equipment		Total
	£		£		£
Cost
At 01 December 2024	0		575,054		575,054
Additions	127,200		30,407		157,607
Disposals	0		( 36,664)		( 36,664)
At 30 November 2025	127,200		568,797		695,997
Accumulated depreciation
At 01 December 2024	0		398,877		398,877
Charge for the financial year	0		97,758		97,758
Disposals	0		( 36,662)		( 36,662)
At 30 November 2025	0		459,973		459,973
Net book value
At 30 November 2025	127,200		108,824		236,024
At 30 November 2024	0		176,177		176,177

5. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 December 2024	161
At 30 November 2025	161
Carrying value at 30 November 2025	161
Carrying value at 30 November 2024	161

6. Debtors

	2025		2024
	£		£
Trade debtors	396		0
Amounts owed by group undertakings	1,404,470		391,017
Corporation tax	923,000		530,000
Other debtors	215,844		388,819
	2,543,710		1,309,836

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank loans	6,667		10,000
Trade creditors	1,681,964		745,320
Other taxation and social security	0		84,901
Obligations under finance leases and hire purchase contracts	0		34,334
Other creditors	375,388		715,003
	2,064,019		1,589,558

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

	2025		2024
	£		£
Bank loans	0		6,667

9. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
36,810,579 Ordinary shares of £ 0.001 each (2024: 33,599,995 shares of £ 0.001 each)	36,811		33,600

10. Financial commitments

Commitments

	2025		2024
	£		£
Total future minimum lease payments under non-cancellable operating leases	209,888		249,338