REGISTERED NUMBER: 10523260 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2025

FOR

FINBOOT LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr J M Perez Rosas

Mr N Kotecha

Dr B Uhlich

REGISTERED OFFICE:

167-169 Great Portland Street

5th Floor

London

W1W 5PF

REGISTERED NUMBER:

10523260 (England and Wales)

FIXED ASSETS

Tangible assets

4

420

1,351

Investments

5

151,627

87,245

152,047

88,596

CURRENT ASSETS

Debtors

6

117,047

335,791

Cash at bank and in hand

138,085

1,010,432

255,132

1,346,223

CREDITORS

Amounts falling due within one year

7

90,900

179,792

NET CURRENT ASSETS

164,232

1,166,431

TOTAL ASSETS LESS CURRENT LIABILITIES

316,279

1,255,027

CAPITAL AND RESERVES

Called up share capital

8

12,018

12,018

Share premium

9

6,892,962

6,892,962

Retained earnings

9

(6,588,701

)

(5,649,953

)

SHAREHOLDERS' FUNDS

316,279

1,255,027

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

The members have not required the company to obtain an audit of its financial statements for the year ended 31st 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 18th August 2026 and were signed on its behalf by:

Mr N Kotecha - Director

1.	STATUTORY INFORMATION

Finboot 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.

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.

Going Concern

The directors believe that the company is a going concern. During H1 2026 the company completed a significant fundraiser, and the directors have evaluated the current financial position, financial forecasts and prospects of the company in light of the funds raised. On that basis they have determined that the company has sufficient financial resources to continue to operate and meet its financial obligations as they fall due for the foreseeable future.

The company provides services to large enterprise customers and expects this base to expand further through the securing of new contracts with additional customers. Considering the proceeds of the recent fundraiser together with the continued support of the directors and shareholders, the directors have taken the view that it remains appropriate to prepare the financial statements on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Finboot Ltd 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.

Related party exemption

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.

Turnover

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

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and that the revenue can be reliably measured. The following recognition criteria must also be met before turnover is recognised:

- Turnover from contracts are recognised as related services are performed.

- Turnover from fixed price contracts are recognised when completed

- Turnover from subscription contracts are recognised in accordance with the terms of the contract over the period in which the services are rendered.

- Turnover from signing are recognised when the contract is signed or in the months of the initial period as stipulated in the contract.

Tangible fixed assets

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

Computer equipment

-

25% on reducing balance

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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2024 - 4 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1st January 2025

and 31st December 2025

7,991

DEPRECIATION

At 1st January 2025

6,640

Charge for year

931

At 31st December 2025

7,571

NET BOOK VALUE

At 31st December 2025

420

At 31st December 2024

1,351

5.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

At 1st January 2025

87,245

Additions

64,382

At 31st December 2025

151,627

NET BOOK VALUE

At 31st December 2025

151,627

At 31st December 2024

87,245

Unlisted investments comprise of 100% of the issued share capital in Finboot Tech SL, a company incorporated in Spain. Finboot Tech S.L's. net asset at 30th December 2025 were €29,463 (2024: Net liabilities of €74,107) and during the period ended 30th December 2025, the company made a profit of €103,570 (2024: Loss of €116,444).

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

81,677

123,046

Other debtors

35,370

212,745

117,047

335,791

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

7,625

24,250

Taxation and social security

(4,234

)

(724

)

Other creditors

87,509

156,266

90,900

179,792

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

6,889,981

Ordinary

£0.00

1

8,799

8,799

1,206,729

Ordinary Preferred

£0.00

1

2,012

1,207

2,011,655

Preferred Ordinary A

0.001

1,207

2,012

12,018

12,018

9.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1st January 2025

(5,649,953

)

6,892,962

1,243,009

Deficit for the year

(938,748

)

(938,748

)

At 31st December 2025

(6,588,701

)

6,892,962

304,261

10.	POST BALANCE SHEET EVENTS

On 3rd April, 2026, 1,657,591 preferred ordinary A shares of £0.001 each were converted into and redesignated as ordinary shares of £0.001 each on a one-for-one basis and were subsequently transferred between shareholders. This reclassification had no effect on the total number of shares in issue or on the Company's net assets.

Subsequent to the year end, the Company completed a rights issue and associated share subscriptions, allotting 6,666,658,040 B Ordinary Shares of £0.00001 each raising aggregate gross proceeds of approximately £400,000. The issue was completed in three tranches which closed in H1 2026.

The allotments were made pursuant to authorities granted by written resolutions of the members: resolutions passed on 1st June 2026 authorising the allotment of B Ordinary Shares up to an aggregate nominal amount of £50,000, and further resolutions passed on 25th June 2026 granting an additional authority of £16,666.67 in respect of the third tranche, in each case with the statutory pre-emption rights in articles 7.2 and 7.3 of the Company's articles of association disapplied.

These events are non-adjusting events after the end of the reporting period. Accordingly, no adjustment has been made to the amounts recognised in the financial statements for the year ended 31 December 2025.

11.	SHARE OPTIONS

Share options were issued to the directors in the financial period which will vest in an Exit event.

Certain key employees have been granted share options which will vest in an Exit event. An exit event is defined as the occurrence of a takeover, reconstruction, liquidation, sale or listing. It is highly uncertain when or if any of these events will occur and as a result no accounting entries have been made in this respect.