REGISTERED NUMBER: 15047379 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 August 2025

for

PALABRA.AI LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTOR:

A Kukharenko

REGISTERED OFFICE:

86-90 Paul Street

London

EC2A 4NE

REGISTERED NUMBER:

15047379 (England and Wales)

ACCOUNTANT:

Kevad Ltd

Office 22, The Joiners Shop

The Historic Dockyard

Chatham

Kent

ME4 4TZ

FIXED ASSETS

Intangible assets

4

250,331

278,145

Investments

5

79

-

250,410

278,145

CURRENT ASSETS

Debtors

6

60,254

5,908

Cash at bank

3,493,164

842,507

3,553,418

848,415

CREDITORS

Amounts falling due within one year

7

181,348

1,439,017

NET CURRENT ASSETS/(LIABILITIES)

3,372,070

(590,602

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,622,480

(312,457

)

CREDITORS

Amounts falling due after more than one year

8

6,656,105

-

NET LIABILITIES

(3,033,625

)

(312,457

)

CAPITAL AND RESERVES

Called up share capital

9

1,000

1,000

Share option reserve

73,896

-

Retained earnings

(3,108,521

)

(313,457

)

SHAREHOLDERS' FUNDS

(3,033,625

)

(312,457

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 August 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 August 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his 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 director and authorised for issue on 28 August 2026 and were signed by:

A Kukharenko - Director

1.	STATUTORY INFORMATION

PALABRA.AI 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.

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

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.

Turnover

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

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 ten years.

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.

Hire purchase and 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2024 - 1 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 September 2024

and 31 August 2025

278,145

AMORTISATION

Charge for year

27,814

At 31 August 2025

27,814

NET BOOK VALUE

At 31 August 2025

250,331

At 31 August 2024

278,145

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

79

At 31 August 2025

79

NET BOOK VALUE

At 31 August 2025

79

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.8.25

31.8.24

£

£

Amounts owed by group undertakings

38,323

-

Other debtors

21,931

5,908

60,254

5,908

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.8.25

31.8.24

£

£

Trade creditors

53,960

37,601

Taxation and social security

8,363

4,777

Other creditors

119,025

1,396,639

181,348

1,439,017

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.8.25

31.8.24

£

£

Other creditors

6,656,105

-

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.8.25

31.8.24

value:

£

£

1,000

Ordinary

£1

1,000

1,000

10.	RELATED PARTY DISCLOSURES

Artem Kukharenko is the director and 100% shareholder of the company.

11.	SHARE OPTIONS

In a prior year, the company granted share options to an employee under an option agreement.

The employee paid consideration for the options granted. The options remain outstanding at the balance sheet date and may be exercised in accordance with the terms of the agreement. Upon exercise, ordinary shares will be issued by the company.

12.	CONVERTIBLE INSTRUMENTS - SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFES)

The company has entered into a number of Simple Agreements for Future Equity (SAFE) with investors.

Under the terms of the agreements, the SAFE instruments may convert into shares upon the occurrence of specified triggering events, including future equity financing rounds or certain liquidity events. The conversion terms vary between agreements and depend on future valuation and capitalisation calculations at the date of the relevant triggering event.

As at the balance sheet date, no triggering events had occurred and none of the SAFE instruments had converted into shares. Due to the nature of the agreements, the number of shares that may be issued on conversion cannot presently be determined with certainty.