Rainmaking Innovation Ltd

The Company's principal activities is that of providing consulting services and project management for innovation in corporates and public institutions. Future activites will be in the same field.

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

There was no other comprehensive income for 2025.

The financial statements has been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 section 1A - small entities.

For the Year ending on 31 December 2025, the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

In considering the appropriate basis on which to prepare the financial statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future.

The Company generated a loss of £393,000 (2024: profit of £304,000) during the year and had a net assets of £2,498,000 as at 31 December 2025 (2024: net assets of £3,326,000)

The company holds £1,377,000 of creditor balances that are owed to four entities related to the company.

The Company effectively holds the cash balances of these entities and pays their liablities as they fall due.

The directors have therefore obtained a letter of support from these entities outlining the debt will not be called for a period of no less than 12 months from the date of signing these financial statements.

The directors have prepared the Company forecasts based on a worst-case scenario and these forecasts show significant cash facilites available and on this basis, the directors have concluded that it is appropriate to prepare the Company's financial statements on the going concern basis.

Turnover is recognised to the extent that is is probable that the economic benefits will flow tho the Company

Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each Balance Sheet date. Gains and losses an remeasurement are recognised in the Statement of Comprehensive lncome for the period. Where market value cannot be reliably determined, such investments are stated at historie cost less

Associates and Joint Ventures are held at cost less impairments

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

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty an notice of not more than 24 hours.

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 af cash with insignificant risk of change in value.

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 ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence af impairment. lf objective evidence af impairment is found, an impairment loss is recognised in the Statement af Comprehensive lncome.

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 af estimated cash flows discounted at the asset's original effective interest rate.

lf 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 an a net basis or to realise the asset and settle the liability simultaneously.

Short term creditors are measured at the transaction price. Other financial liabilities, including bank

loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

The Company's functional and presentational currency is GBP

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non- monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive lncome except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive lncome within finance income or costs. All other foreign exchange gains and losses are presented in the Statement of Comprehensive lncome within 'other operating income'.

Finance costs are charged to the Statement of Comprehensive lncome over the term of the debt using the etfective interest method so that the amount charged is at a constant rate on the carrying amount. lssue costs are initially recognised as a reduction in the proceeds of the associated. capital instrument.

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.

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method

Tax is recognised in the Statement af Comprehensive lncome except that a charge attributable to an item af income and expense recognised as other comprehensive income ar to an item recognised directly in equity is also recognised in other comprehensive income ar directly in equity respectively.

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.     •

In preparing these financial statements, the directors have had to make the following judgements:

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

During the financial year, the company surrendered a loss of £676,603 to its subsidiary, Rainmaking Innovation Europe Ltd., which reduces losses with the tax amount of £169,151. Such payments are disregarded in computing profits or losses for corporation tax purposes and are not treated as a distrubution, under section 183 of the Corporation Tax Act 2010. The receivable is presented whithin the tax charge for the year.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

The ordinary shares have full voting rights and do not confer any rights of redemption. They have full dividend and capital distribution rights once holders of preference shares have received an aggregate amount of €969,000.

A ordinary shares have full voting rights and do not confer any rights of redemption. They have full dividend and capital distribution rights once holders of preference and ordinary shares have received an aggregate amount of £3,650,000.

The profit and loss account represents cumulative profits and losses net of dividends paid and other adjustments.