ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 09519125

VENTUREBEAM LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

VENTUREBEAM LIMITED

COMPANY INFORMATION

Directors	Neil Gogan
	Brian Martin
	Vincent Charles Ryan
	Thomas Jasper Gwyndaf Davies
	Kaidi Ruusalepp (resigned 31 March 2025)
	Atsushi Taira
	Nicholas Burton (appointed 1 April 2025)
	Alan Foy


Registered number	09519125


Registered office	10 Lower Thames Street
	London
	England
	EC3R 6AF


Independent auditors	Hillier Hopkins LLP
	Chartered Accountants & Statutory Auditor
	Radius House
	51 Clarendon Road
	Watford
	Hertfordshire
	WD17 1HP

VENTUREBEAM LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 5
Independent auditors' report	6 - 9
Consolidated statement of comprehensive income	10
Consolidated balance sheet	11
Company balance sheet	12 - 13
Consolidated statement of changes in equity	14 - 16
Company statement of changes in equity	17
Consolidated statement of cash flows	18 - 19
Consolidated analysis of net debt	20
Notes to the financial statements	21 - 46

VENTUREBEAM LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The Directors present their Strategic report for Venturebeam Ltd ("the Company") and its subsidiaries Venturebeam Markets Limited, Funderbeam Nominees Ltd, Venturebeam Technology OÜ, Venturebeam Markets AS, Funderbeam Ventures OÜ, Venturebeam Markets Pte Ltd (together "the Group'') for the year ended 31 December 2025.

Business review

The principal activity of the Group during the year was the operation of two online investment platforms. Three of the Group's wholly owned subsidiaries - Venturebeam Markets Limited, Venturebeam Markets Pte Ltd, and Venturebeam Markets AS are regulated by the Financial Conduct Authority ("FCA"), the Monetary Authority of Singapore ("MAS"), and the Finantsinspektsioon ("FSA"), respectively.

The Group operates two online platforms for distinct client segments under separate brands:

∙The Venturebeam platform is designed for institutional and professional clients on an invitation only basis, providing capital-raising services, with a focus on impact-driven companies that demonstrate proven financial performance, typically from Series A funding rounds and beyond.

∙The Funderbeam platform is tailored for retail clients. Through the operation of the Funderbeam platform, the Group receives and transmits orders of one or more financial instruments admitted to the recognised Funderbeam trading marketplace in Singapore, where orders are executed. The Group did not provide any fundraising services through the Funderbeam platform.

The Group’s turnover is primarily generated from fees paid by companies that complete successful capital raising on the platform. The results for the year and the financial position of the Group at the end of the year are set out on pages 10 to 20 and are considered satisfactory by the directors.

The Group's annual revenue decreased to €174,093 (2024: €599,732). This reflects the Group's ongoing impact from market-wide factors, including the continuing conflicts in Ukraine and the Middle East and the resulting economic disruption, which had a significant negative impact on the Group's performance in prior years. This is coupled with a shift in focus from retail investors to institutional investors.

Throughout 2025, the Group continued to implement strict cost control measures despite the focus on revenue opportunities in the year, resulting in a net loss for the year of €8,091,063 (2024: €9,925,672).

Overall, the results for the year reflect the current growth stage of the Group, and the directors expect the Group to generate significant revenue growth in 2026 as the Group builds a path to an EBITDA positive position and continues its trajectory toward profitability.

Page 1

VENTUREBEAM LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The Group has exposure to three main areas of risk: foreign exchange risk, liquidity risk and geopolitical related risks, including consequential economic risks.

Foreign exchange transactional currency exposure
The Company's functional and presentation currency is Euro ("EUR"). However, the Group runs an office in the United Kingdom, and an office in Singapore. A meaningful proportion (approximately 28%) of its costs are in Pounds Sterling ("GBP") or Singapore Dollars ("SGD"). As such, there is ongoing exposure to foreign exchange risk. The Directors do not consider it necessary to actively hedge exchange rates but do monitor these on an ongoing basis. As the business grows in the UK and Singapore, it will generate increasing turnover in GBP and SGD, offering a natural hedge to the currency split of the cost base.

Liquidity risk
The objective of the Group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Group ensures it has sufficient autonomy over cash outflows to manage this risk and expects to meet its future financial obligations through operating cash flows or by issuing additional shares to existing or new shareholders. The Group successfully concluded equity raises in 2025.

Geopolitical and regional conflicts risk
Ongoing and escalating conflict in Ukraine and the Middle East has resulted in considerable suffering and hardship as well as economic disruptions across both the local region and the broader global community.
The most significant risk is the escalation of the conflicts on a global scale or expansion of the conflicts into the EU, however this is considered very unlikely. The Group's business continuity planning nonetheless plans for this eventuality, with procedures in place to ensure no disruption to the business should this unlikely event occur.

The ongoing conflicts are causing impact on the wider economies across Europe and around the world. This presents additional risks to the business, particularly any slowdown in investment from retail clients into early stage companies, which was the Group's primary revenue source in the period. The Group mitigates this risk through continual review of its business model and target clients, to ensure it serves those investors who will continue to invest through the cycle.

Additionally, the Group actively monitors the potential impact of policies introduced by Donald Trump, the current President of the United States, on global market confidence. At present, there has been no direct impact on the Group.

Financial key performance indicators

The Board monitors the progress of the Group by reference to the following key performance indicators (KPls):

Turnover for the year: €174,093 (2024: €599,732)

LBITDA and impairment for the year: €3,611,605 (2024: €4,048,600)

Loss for the year: €8,091,063 (2024: €9,925,672)

Cash (excluding cash held on behalf of clients) at 31 December 2025 totalled €4,329,688 (2024: €1,553,044).

The Directors review a range of non-financial KPls on a regular basis to monitor the performance of the Group. These include the number of successful fundraising campaigns, the amount of funds raised by early stage companies on the platform, the number of clients and the volume and number of trades settled. This ongoing review is integral to managing financial risk and maintaining the performance of the Group.

Page 2

VENTUREBEAM LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' statement of compliance with duty to promote the success of the Group

The Board of Directors of Venturebeam Ltd consider, both individually and collectively, that they acted in ways that they believe in good faith to be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and other matters set out in S172(1) of the Act) in the decisions made during the year ended 31 December 2025. The Directors recognise their colleagues as their most important assets and aim to be a responsible employer in their approach to pay and benefits their employees receive. The health, safety and wellbeing of their colleagues are of the highest importance and ensuring these is one of their primary considerations in the way they do business. The Directors also aim to act responsibly and fairly in their engagement with suppliers, regulators, bankers and insurers. All suppliers are paid in accordance with their agreed terms. The Directors respond quickly and fully to queries from regulators, bankers and insurers as required. The Directors always intend to behave responsibly and to ensure that the business operates in a responsible manner, adhering to high standards of business conduct and good governance. The Directors recognised that the maintenance of their good reputation, founded on responsible behaviour is fundamental to their continuing ability to achieve profitable growth for the benefit of all their stakeholders in the future.

This report was approved by the board and signed on its behalf.

Thomas Jasper Gwyndaf Davies

Director

Date: 27 August 2026

Page 3

VENTUREBEAM LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to €8,091,063 (2024 - loss €9,925,672).

No dividends were declared or paid in the current or prior year.

Directors

The directors who served during the year were:

Neil Gogan

Brian Martin

Vincent Charles Ryan

Thomas Jasper Gwyndaf Davies

Kaidi Ruusalepp (resigned 31 March 2025)

Atsushi Taira

Nicholas Burton (appointed 1 April 2025)

Alan Foy

Page 4

VENTUREBEAM LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' responsibility under Section 172 and Statement of engagement with suppliers, customers and others in a business relationship with the Group

The Directors welcome the requirement under Section 172 of the Companies Act 2006. Comments on how the directors have had a regard for the interests of various stakeholders whilst making key decisions are contained in the Strategic report.

Disclosure of information to auditors

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

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

Under section 487(2) of the Companies Act 2006, Hillier Hopkins LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.

Thomas Jasper Gwyndaf Davies

Director

Date: 27 August 2026

Page 5

VENTUREBEAM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VENTUREBEAM LIMITED

Opinion

We have audited the financial statements of Venturebeam Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 6

VENTUREBEAM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VENTUREBEAM LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 7

VENTUREBEAM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VENTUREBEAM LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management;

∙the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management, about their own identification and assessment of the risks of irregularities;

∙any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:

°identifying, evaluating and complying with laws and regulations, including FCA, MAS and FSA compliance and whether they were aware of any instances of non-compliance;

°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

∙the matters discussed among the audit engagement team, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a

Page 8

VENTUREBEAM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VENTUREBEAM LIMITED (CONTINUED)

material misstatement in the financial statements, including, but not limited to, the Companies Act 2006, FCA, MAS and FSA regulations and relevant tax legislation.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Samuel Hodson BSc ACA (Senior statutory auditor)

for and on behalf of

Hillier Hopkins LLP

Chartered Accountants

Statutory Auditor

Radius House

51 Clarendon Road

Watford

Hertfordshire

WD17 1HP

27 August 2026

Page 9

VENTUREBEAM LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	€	€


Turnover	4	174,093	599,732
Gross profit		174,093	599,732
Administrative expenses		(8,320,851)	(9,638,620)
Other operating income	5	32,899	9,661
Operating loss	6	(8,113,859)	(9,029,227)
Impairment loss		-	(928,825)
Interest receivable and similar income		22,796	32,380
Loss before taxation		(8,091,063)	(9,925,672)
Loss for the financial year		(8,091,063)	(9,925,672)

(Loss) for the year attributable to:
Non-controlling interests	-	266
Owners of the Parent Company	(8,091,063)	(9,925,938)
	(8,091,063)	(9,925,672)

Total comprehensive income for the year attributable to:
Non-controlling interest	-	266
Owners of the Parent Company	(8,091,063)	(9,925,938)
	(8,091,063)	(9,925,672)

There was no other comprehensive income for 2025 (2024:€NIL).

The notes on pages 21 to 46 form part of these financial statements.

Page 10

VENTUREBEAM LIMITED

REGISTERED NUMBER: 09519125

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		As restated
	2025	2024
Note	€	€

Fixed assets
Intangible assets	12		13,231,707		17,251,855
Tangible assets	13		15,857		13,870
Investments	14		95,500		95,500
			13,343,064		17,361,225
Current assets
Debtors: amounts falling due within one year	15	336,799		395,931
Cash at bank and in hand	16	4,329,688		1,533,044
		4,666,487		1,928,975
Creditors: amounts falling due within one year	17	(1,346,573)		(1,556,668)
Net current assets			3,319,914		372,307
Net assets			16,662,978		17,733,532

Capital and reserves
Called up share capital	18	10	9
Share premium account	19	61,584,848	54,584,830
Share option reserve	19	272,396	381,883
Merger reserve	19	931,517	931,517
Profit and loss account	19	(46,125,793)	(38,161,431)
Equity attributable to owners of the Parent Company		16,662,978	17,736,808
Non-controlling interests		-	(3,276)
		16,662,978	17,733,532

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Thomas Jasper Gwyndaf Davies

Director

Date: 27 August 2026

The notes on pages 21 to 46 form part of these financial statements.

Page 11

VENTUREBEAM LIMITED

REGISTERED NUMBER: 09519125

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		€		€

Fixed assets
Intangible assets	12		13,231,707		17,251,855
Tangible assets	13		6,365		8,538
Investments	14		29,131,191		25,060,694
			42,369,263		42,321,087
Current assets
Debtors: amounts falling due within one year	15	51,681		72,140
Cash at bank and in hand	16	3,171,881		332,304
		3,223,562		404,444
Creditors: amounts falling due within one year	17	(2,211,477)		(1,664,929)
Net current assets/(liabilities)			1,012,085		(1,260,485)
Total assets less current liabilities			43,381,348		41,060,602


Net assets			43,381,348		41,060,602

Capital and reserves
Called up share capital	18		10		9
Share premium account	19		61,584,848		54,584,830
Share option reserve	19		272,396		381,883
Merger reserve	19		931,517		931,517
Profit and loss account brought forward		(14,837,637)		(9,840,599)
Loss for the year		(4,578,726)		(5,072,157)
Share based payments		8,940		75,119
Profit and loss account carried forward			(19,407,423)		(14,837,637)
			43,381,348		41,060,602

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Thomas Jasper Gwyndaf Davies

Director

Date: 27 August 2026

The notes on pages 21 to 46 form part of these financial statements.

Page 12

VENTUREBEAM LIMITED

REGISTERED NUMBER: 09519125

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

Page 13


		VENTUREBEAM LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Other reserves	Merger reserve	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	€	€	€	€	€	€	€	€
At 1 January 2025	9	54,584,830	381,883	931,517	(38,161,431)	17,736,808	(3,276)	17,733,532
Comprehensive income for the year
Loss for the year	-	-	-	-	(8,091,063)	(8,091,063)	-	(8,091,063)
Contributions by and distributions to owners
Shares issued during the year	1	7,000,018	-	-	-	7,000,019	-	7,000,019
Share based payments	-	-	(109,487)	-	126,701	17,214	-	17,214
NCI lost on dissolution	-	-	-	-	-	-	3,276	3,276
At 31 December 2025	10	61,584,848	272,396	931,517	(46,125,793)	16,662,978	-	16,662,978

The notes on pages 21 to 46 form part of these financial statements.

Page 14


		VENTUREBEAM LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Foreign exchange reserve	Share option reserve	Merger reserve	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests
	€	€	€	€	€	€	€	€
At 1 January 2024	7	49,584,693	(34,688)	442,607	931,517	(28,330,958)	22,593,178	(3,542)
Comprehensive income for the year
Loss for the year	-	-	-	-	-	(9,925,938)	(9,925,938)	266
Foreign exchange movements	-	-	34,688	-	-	-	34,688	-
Contributions by and distributions to owners
Shares issued during the year	2	5,000,137	-	-	-	-	5,000,139	-
Share based payments	-	-	-	(60,724)	-	95,465	34,741	-
At 31 December 2024	9	54,584,830	-	381,883	931,517	(38,161,431)	17,736,808	(3,276)

Page 15


		VENTUREBEAM LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		Total equity
		€
	At 1 January 2024	22,589,636
	Comprehensive income for the year
	Loss for the year	(9,925,672)
	Foreign exchange movements	34,688
	Contributions by and distributions to owners
	Shares issued during the year	5,000,139
	Share based payments	34,741
	At 31 December 2024	17,733,532

The notes on pages 21 to 46 form part of these financial statements.

Page 16


		VENTUREBEAM LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Share option reserve	Merger reserve	Profit and loss account	Total equity
	€	€	€	€	€	€
At 1 January 2024	7	49,584,693	442,607	931,517	(9,840,599)	41,118,225
Comprehensive income for the year
Loss for the year	-	-	-	-	(5,072,157)	(5,072,157)
Contributions by and distributions to owners
Shares issued during the year	2	5,000,137	-	-	-	5,000,139
Share based payments	-	-	(60,724)	-	75,119	14,395

At 1 January 2025	9	54,584,830	381,883	931,517	(14,837,637)	41,060,602
Comprehensive income for the year
Loss for the year	-	-	-	-	(4,578,726)	(4,578,726)
Contributions by and distributions to owners
Shares issued during the year	1	7,000,018	-	-	-	7,000,019
Share based payments	-	-	(109,487)	-	8,940	(100,547)
At 31 December 2025	10	61,584,848	272,396	931,517	(19,407,423)	43,381,348

The notes on pages 21 to 46 form part of these financial statements.

Page 17

VENTUREBEAM LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

				As restated
			2025	2024
			€	€

Cash flows from operating activities
Loss for the financial year	(8,091,063)	(9,925,672)
Adjustments for:
Amortisation of intangible assets	4,492,507	4,972,741
Depreciation of tangible assets	9,747	7,886
(Gain)/loss on disposal of tangible assets	(5,082)	-
Interest received	(22,796)	(32,380)
Decrease/(increase) in debtors	59,132	(129,275)
(Decrease) in creditors	(210,095)	(1,533,924)
Impairment of intangible assets	-	928,825
Foreign exchange	-	(10,666)
Share option expense	17,214	34,741
NCI lost on dissolution	3,276	-
Net cash generated from operating activities	(3,747,160)	(5,687,724)

Cash flows from investing activities
Purchase of tangible fixed assets	(11,834)	(17,470)
Sale of tangible fixed assets	5,182	22,422
Interest received	22,796	32,380
Capitalised development costs	(472,359)	(398,743)
Net cash from investing activities	(456,215)	(361,411)

Page 18

VENTUREBEAM LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

			As restated
		2025	2024
		€	€


Cash flows from financing activities
Issue of ordinary shares	7,000,019	5,000,139
Net cash used in financing activities	7,000,019	5,000,139
Net increase/(decrease) in cash and cash equivalents	2,796,644	(1,048,996)
Cash and cash equivalents at beginning of year	1,533,044	2,582,040
Cash and cash equivalents at the end of year	4,329,688	1,533,044

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,329,688	1,533,044
	4,329,688	1,533,044

The notes on pages 21 to 46 form part of these financial statements.

Page 19

VENTUREBEAM LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
€	€	€

Cash at bank and in hand	1,533,044	2,796,644	4,329,688
	1,533,044	2,796,644	4,329,688

The notes on pages 21 to 46 form part of these financial statements.

Page 20

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Venturebeam Ltd,.along with its subsidiaries, is a private company limited by shares incorporated in England and Wales under the Companies Act. The address of its registered office and principal place of business is 10 Lower Thames Street, London, EC3R 6AF, England.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

When there has been a group reorganisation, the merger method of accounting has been adopted in accordance with the Group reconstruction provisions in section 19 of FRS 102.

Under this method, the results and cash flows of all the combining entities are brought into the financial statements from the beginning of the financial year in which the combination occurred. Assets and liabilities are merged at book value.

The difference between the nominal value of shares issued plus the fair value of other consideration and the nominal value of shares received in exchange is shown as a movement of the merger reserve in the Statement of changes in equity.

Page 21

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern

The Directors have prepared the financial statements on a going concern basis, having considered the nature of the Group, the ongoing interest in the business, and the ability of the Group to generate turnover post-year-end together with the appetite of new and existing investors to continue to inject cash into the Group.

For the year ended 31 December 2025, the Group generated a loss of €8,091,063 (2024: €9,925,672) and remains loss-making post-year-end. As of 31 December 2025, the Group had a cash balance excluding cash held on behalf of clients, of €4,329,688 (2024: €1,533,044). These key performance indicators highlight areas of risk, including the low level of cash in comparison to the expenditure incurred by the Group in the normal course of business and therefore its ability to meet its regulatory capital requirements and continue to discharge its liabilities as they fall due.

The Group has incurred losses during the year. However, the Directors have prepared forecasts which indicate a clear path towards break-even. These forecasts reflect a strong pipeline of contracted and anticipated opportunities that are expected to generate revenue growth in the coming periods. In parallel, management continues to implement cost management initiatives and efficiency improvements, resulting in a reduction in the overall cost base and cash outflows. On the basis of these actions, and taking into account the current funding position, the Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going concern basis of preparation in these financial statements.

The Group is reliant on the support of its ultimate parent, Venturewave Limited, who provided a written confirmation of continued support covering a period of not less than 12 months from the date of approval of the financial statements to allow the Group to meet its debts as they fall due. The Directors are satisfied that Venturewave Limited has the financial status and ability to honour this letter.

On the basis of the above considerations, the Directors consider it appropriate to prepare these financial statements on a going concern basis.

Page 22

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Euros.

Transactions and balances

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 profit or loss 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 Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

Fundraising revenue - The Group primarily generates revenue for services performed on fund raising activities on early stage companies. Fees on services are recognised based on some % of the total fund amounts raised once the Group's performance obligations have been completed i.e. upon completion of the fund raising exercise.

Trading fees - The Group provides platform to allow investors to trade their investments. All trades are subject to a fixed percentage trading fee on all trades charged to the seller.

Others - The Group allows its members to access and use the marketplace platform for trading. Fees on membership are recognised on a monthly basis based on a fixed amount as stated in agreement.

Page 23

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Page 24

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

				Development expenditure	-	5	years
				Intellectual property	-	5	years

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 25

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings	-	3 years
Office equipment	-	3 years
Other fixed assets	-	3 years

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.

2.13

Debtors

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

2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on 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 of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

We have restated the prior period balance due to a change in accounting policy. During the previous period the cash at bank and in hand balance included client funds held of €1,135,362 in note 16. These funds are held in segregated client accounts and are not available for use in the business. The amount owed to clients at the year end has been restated to be excluded from other creditors in note 17.

During the current period the cash at bank and in hand balance excludes the client funds held and the total balance shown is for use within the business. The amounts owed to the client is also excluded from the other creditors balance within note 17.

2.15

Creditors

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.

Page 26

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 27

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

Financial instruments (continued)

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Impairment of investments
Investment in subsidiaries are initially recognised at cost and subsequently carried at cost less accumulated impairment, if any investments aren't considered to have useful lives on the basis that they aren't amortised/depreciated. The Directors conduct annual impairment testing to assess the carrying value of investments and any changes to their future economic benefits. Impairment testing includes modelling of undiscounted cash flows as well as an assessment of strategic and operational objectives.

Page 28

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.Judgments in applying accounting policies (continued)

The Directors recognised no further impairment against the carrying value of investments in the year (2024: €nil). Estimation uncertainty relates to the assumptions used in the calculation of the undiscounted cash flows. The carrying amount of the investments is disclosed in Note 14.

Impairment of intangible assets
When assessing the impairment of intangible assets, management must make judgments as to whether there are indicators of impairment. The ability of the asset to generate income is central to their judgment as to whether an indicator of impairment exists. Estimation uncertainty relates to the assumption of the ability of the asset to generate income and other internal and external factors, some beyond the Company's control. Based on management's review of internal and external factors, including prospective future cashflows, it was concluded that no impairment was necessary for 2025 (2024: €928,825). The legacy Funderbeam platform remains fully impaired. The carrying amount of the intangible assets are disclosed in Note 12.

Useful lives of intangible assets
Intangible fixed assets are amortised over their useful lives taking into account residual values, where appropriate. The useful lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. As of 2023, all intangible assets are being amortised over a useful economic life of 5 years. Amortisation recognised in 2025 is disclosed in Note 12.

Share-based payments
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date on which they are granted. Since there is no market for trading equity instruments, Management must use a fair value method to estimate the value which requires Management to make several assumptions, the most significant of which are the selection of a fair value model, stock price volatility and the average life of equity instruments. The fair value of the equity instruments is determined by the use of the Black Scholes Model of the Company's financial forecast. Estimates have been based on company history or market data where appropriate. There is no certainty that the results of a fair value method would be the value at which the equity instruments would be traded for cash. Should different assumptions be used, the expenditure recognised could be different. The key assumptions used to determine the said fair value of equity instruments granted are disclosed and explained in Note 20.

Page 29

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fundraising revenue	99,038	478,351
Trading	34,112	34,271
Other	40,943	87,110
	174,093	599,732

Analysis of turnover by country of destination:

					2025	2024
					€	€

United Kingdom	1,251	24,077
Rest of Europe	86,800	399,231
Rest of the world	86,042	176,424
	174,093	599,732

5.	Other operating income
		2025	2024
		€	€

	Other operating income	32,899	9,661

Depreciation of tangible assets	9,747	7,886
Amortisation of intangible assets	4,492,507	4,972,741
Exchange differences	28,446	(10,666)
Other operating lease rentals	130,573	154,008
Share option expense	17,214	34,741

Page 30

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements	15,468	65,046
Fees payable to the Company's auditors and their associates in respect of:
The auditing of accounts of associates of the Company	14,895	-
All assurance services not included above	15,468	33,840
All non-audit services not included above	4,583	-

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
€	€	€	€


Wages and salaries	2,141,510	2,648,862	628,616	691,289
Social security costs	411,004	545,909	140,764	136,911
Cost of defined contribution scheme	16,472	7,140	751	1,885
	2,568,986	3,201,911	770,131	830,085

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Administration	22	27
Sales	2	4

	24	31

Page 31

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Directors' remuneration
		2025	2024
		€	€

Directors' emoluments	230,938	200,157
Group contributions to defined contribution pension schemes	1,539	1,561
	232,477	201,718

	During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of €230,938 (2024 - €187,017).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to €1,539 (2024 - €1,321).
	During the year NIL directors received shares under the long-term incentive schemes (2024 -NIL)

The Directors are considered to be the Key Management Personnel in the Group.

10.	Interest receivable
		2025	2024
		€	€

Other interest receivable

22,796

32,380

Page 32

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Taxation

Loss on ordinary activities before tax

(8,091,063)

(9,925,672)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(2,022,766)	(2,481,418)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	782	2,585
Unrelieved tax losses carried forward	1,539,837	1,696,372
Non-deductible overseas expenses	482,147	782,461
Total tax charge for the year	-	-

Factors that may affect future tax charges

The Company has losses carried forward of €14,126,396 (2024: €9,549,951) and the Group has losses carried forward of €32,430,450 (2024: €25,963,664) for which no deferred tax asset has been recognised due to the uncertainty about the generation of suitable taxable profits against which the losses can be offset.

Page 33

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Intangible assets
	Group

	Development expenditure	Intellectual Property	Total
	€	€	€
Cost
At 1 January 2025	2,839,563	22,063,795	24,903,358
Additions - internal	472,359	-	472,359
At 31 December 2025	3,311,922	22,063,795	25,375,717
Amortisation
At 1 January 2025	2,440,820	5,210,683	7,651,503
Charge for the year on owned assets	79,749	4,412,758	4,492,507
At 31 December 2025	2,520,569	9,623,441	12,144,010
Net book value
At 31 December 2025	791,353	12,440,354	13,231,707
At 31 December 2024	398,743	16,853,112	17,251,855

The Group developed its own legacy Funderbeam platform designed to facilitate cross-border investment funding in early-stage and growth companies and provide access to a trading platform to achieve liquidity in the investments. Management concluded that this platform was not core to its future strategy and the asset was fully impaired in December 2024. This is included at €nil NBV in development expenditure above. During the year, the Group capitalised costs of €472,359 directly attributable to the development of the Venturebeam platform. The carrying value of development costs related to the Venturebeam platform at year-end was €791,353 (2024: €398,743), with an estimated remaining useful life of 4 years. The Directors expect future economic benefits to arise from the remaining intangible assets held by the Group and, accordingly, have determined that no further impairment is required.

In late 2023, the Group strategically expanded its technology portfolio through the acquisition of the Venturebeam platform, originally developed by Vestiver employees. Venturebeam is tailored for professional investors and later-stage companies seeking to raise at least €5 million, marking a shift into a more institutional and sophisticated market segment. Unlike the legacy Funderbeam platform, Venturebeam does not currently support trading on the Funderbeam Market place but is designed as a scalable, high-capacity solution for larger capital raises. The carrying value of this intellectual property at year-end was €12,440,354 (2024: €16,853,112), with an estimated remaining useful life of 2 years and 10 months.

Page 34

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Intangible assets (continued)

	Company

	Development expenditure	Intellectual Property	Total
	€	€	€
Cost
At 1 January 2025	398,743	22,063,795	22,462,538
Additions - internal	472,359	-	472,359
At 31 December 2025	871,102	22,063,795	22,934,897
Amortisation
At 1 January 2025	-	5,210,683	5,210,683
Charge for the year	79,749	4,412,758	4,492,507
At 31 December 2025	79,749	9,623,441	9,703,190
Net book value
At 31 December 2025	791,353	12,440,354	13,231,707
At 31 December 2024	398,743	16,853,112	17,251,855

Page 35

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Tangible fixed assets
	Group

	Fixtures and fittings	Office equipment	Other fixed assets	Total
	€	€	€	€
Cost or valuation
At 1 January 2025	2,207	147,463	-	149,670
Additions	-	4,099	7,735	11,834
Disposals	-	(12,300)	-	(12,300)
At 31 December 2025	2,207	139,262	7,735	149,204
Depreciation
At 1 January 2025	1,399	134,401	-	135,800
Charge for the year on owned assets	-	9,215	532	9,747
Disposals	-	(12,200)	-	(12,200)
At 31 December 2025	1,399	131,416	532	133,347
Net book value
At 31 December 2025	808	7,846	7,203	15,857
At 31 December 2024	808	13,062	-	13,870

Page 36

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Tangible fixed assets (continued)

	Company

		Office equipment
		€
	Cost or valuation
	At 1 January 2025	12,317
	Additions	2,739
	At 31 December 2025	15,056
	Depreciation
	At 1 January 2025	3,779
	Charge for the year on owned assets	4,912
	At 31 December 2025	8,691
	Net book value
	At 31 December 2025	6,365
	At 31 December 2024	8,538

Page 37

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Fixed asset investments
	Group

		Unlisted investments
		€
	Cost or valuation
	At 1 January 2025	95,500
	At 31 December 2025	95,500

	Company

		Investments in subsidiary companies
		€
	Cost or valuation
	At 1 January 2025	25,060,694
	Additions	4,180,708
	Disposals	(110,211)
	At 31 December 2025	29,131,191

Page 38

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Venturebeam Markets Limited	England and Wales	Ordinary	100%
Funderbeam Nominees Ltd	England and Wales	Ordinary	100%
Venturebeam Technology OÜ	Estonia	Ordinary	100%
Venturebeam Markets AS	Estonia	Ordinary	100%
Funderbeam Ventures OÜ	Estonia	Ordinary	100%
Venturebeam Markets Pte Ltd	Singapore	Ordinary	100%

Venturebeam Markets Limited (formerly known as Funderbeam Markets Limited) is a limited liability company incorporated and domiciled in England and Wales. The address of its registered office and principal place of business is 10 Lower Thames Street, London, EC3R 6AF, England.

Funderbeam Nominees Ltd. is a limited liability company incorporated in England and Wales. The address of its registered office and principal place of business is 10 Lower Thames Street, London, EC3R 6AF, England.

Venturebeam Technology OÜ is a company incorporated and domiciled in Estonia. The address of its registered office and principal place of business is Harju maakond, Tallinn, Kesklinna linnaosa, Rotermanni tn 2, 10111, Estonia.

Venturebeam Markets AS is a company incorporated and domiciled in Estonia. The address of its registered office and principal place of business is Harju maakond, Tallinn, Kesklinna linnaosa, Rotermanni tn 2, 10111, Estonia.

Funderbeam Ventures OÜ is a company incorporated and domiciled in Estonia. The address of its registered office and principal place of business is Harju maakond, Tallinn, Kesklinna linnaosa, Rotermanni tn 2, 10111, Estonia.

Venturebeam Markets Pte. Ltd. (formerly known as Funderbeam Markets Pte. Ltd) is a company incorporated and domiciled in Singapore. The address of its registered office and principal place of business is 1 George Street, #10-10, One George Street, Singapore 049145.

Funderbeam South-East Europe d.o.o. and Vestiver Nominees Limited were dissolved in June 2025.

Page 39

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
€	€	€	€


Trade debtors	89,280	198,271	-	-
Amounts owed by group undertakings	-	-	4,162	37,442
Other debtors	35,108	23,550	35,108	23,429
Prepayments and accrued income	212,411	174,110	12,411	11,269
	336,799	395,931	51,681	72,140

16.	Cash and cash equivalents
		Group	Group As restated	Company	Company As restated
		2025	2024	2025	2024
		€	€	€	€

	Cash at bank and in hand	4,329,688	1,533,044	3,171,881	332,304

We have restated the prior period balance due to a change in accounting policy. During the previous period the cash at bank and in hand balance included client funds held of €1,135,362 in note 16. These funds are held in segregated client accounts and are not available for use in the business. The amount owed to clients at the year end has been restated to be excluded from other creditors in note 17.

During the current period the cash at bank and in hand balance excludes the client funds held of €1,121,600 and the total balance shown above is for use within the business. The amounts owed to the client is also excluded from the other creditors balance within note 17.

Page 40

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Creditors: Amounts falling due within one year
		Group	Group As restated	Company	Company As restated
		2025	2024	2025	2024
		€	€	€	€

Trade creditors	16,066	56,964	6,576	29,894
Amounts owed to group undertakings	880,376	891,841	2,122,113	1,463,946
Other taxation and social security	159,243	263,781	58,503	42,080
Other creditors	126,391	13,360	-	8,045
Accruals and deferred income	164,497	330,722	24,285	120,964
	1,346,573	1,556,668	2,211,477	1,664,929

Trade creditors and accruals are payable at various dates over the coming months in accordance with the suppliers' usual and customary credit terms.

Other taxes and social security costs are repayable in the coming months in accordance with the applicable statutory provision.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand. The Group and Company have no external loans outstanding as at year-end.

Page 41

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Share capital
		2025	2024
		€	€

Allotted, called up and fully paid

10,151,676 (2024 - 10,134,516) Ordinary GBP shares of €0.000001 each	1	1
10,175,430 (2024 - 10,175,430) A Preference GBP shares of €0.000001 each	1	1
66,777,306 (2024 - 55,741,952) Series A 2023 GBP shares of €0.000001 each	8	7

	10	9

During the year, Venturewave Capital No. 6 exercised its subscription rights in respect of warrant shares as per the below:

On 15 May 2025, 2,364,719 warrants were exercised for a total consideration of €1,500,000, resulting in a corresponding share premium of €1,500,000. On 15 May 2025, the Company allotted 2,364,719 Series A 2023 GBP shares for a total consideration of £0.53403.

On 24 November 2025, 2,364,719 warrants were exercised for a total consideration of €1,500,000, resulting in a corresponding share premium of €1,500,000 . On 24 November 2025, the Company allotted 2,364,719 Series A 2023 GBP shares for a total consideration of £0.557898.

On 31 December 2025, 6,305,916 warrants were exercised for a total consideration of €4,000,000, resulting in a corresponding share premium of €4,000,000. On 31 December 2025, the Company allotted 6,305,916 Series A 2023 GBP shares for a total consideration of £0.553609.

In addition to the above, during the year, the following share options were exercised:

On 06 May 2025, the Company allotted 17,160 Ordinary GBP shares for a consideration of £0.001 per share giving rise to £17 share premium.

Page 42

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.

Reserves

Share premium account

The share premium account includes the premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Foreign exchange reserve

The foreign exchange reserve relates to differences on revaluation of the subsidiary's intercompany balances at each year-end.

Share option reserve

The share option reserve relates to the employee share option scheme established to incentivize employees and directors of the Company and its subsidiaries.

Merger Reserve

The merger reserve relates to reserve movements arising on the application of merger relief.

Profit and loss account

The profit and loss account includes all current year and prior period cumulative profits and losses.

Page 43

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Share-based payments
	Equity-settled share option scheme The company established an employee share scheme via board resolution in 2016. Employee share options are typically granted with multiple vesting periods of 12, 24 and 36 months, contingent on ongoing employment with the company. Employees who leave the company prior to vesting of share options will be considered to have forfeited those options. Limited exceptions to vesting terms may occur in exceptional circumstances.
		Weighted average exercise price (pence) 2025	Number (thousands) 2025	Weighted average exercise price (pence) 2024	Number (thousands) 2024

Outstanding at the beginning of the year	.1	391	.1	537
Granted during the year	.1	29	.1	64
Forfeited during the year	.1	(173)	.1	(69)
Exercised during the year	.1	(17)	.1	(141)
Outstanding at the end of the year		230		391

The amount recognised for employee services during the financial year was €17,214 (2024: €34,741) which is expensed in the Consolidated statement of comprehensive income.

The following principal assumptions were used in the valuation for options granted in 2025 and 2024.

					2025	2024

Option pricing model used	Black-scholes	Black-scholes
Weighted average share price (pence)	63	63
Expected volatility	40%	40%
Risk-free interest rate	2%	2%
Exercise life of option (years)	10	10
Share price at grant date	0.63	0.63
Expected price at grant date (€)	0.001	0.001

Page 44

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.Share-based payments (continued)

The fair value of the options is estimated at the grant date using an option pricing model considering the terms and conditions upon which the instruments were granted. The following table illustrates the equity movements of the share option reserve during the year.

					2025	2024
					€	€

Share options granted	17,214	34,741
Share options exercised (transfer to profit and loss)	(8,940)	(75,119)
Share options lapsed (transfer to profit and loss)	(117,761)	(20,346)
	(109,487)	(60,724)

21.	Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund.

During the year, the Group made contributions of €16,472 (2024: €7,140) to the pension scheme. At the year end, €Nil (2024: €3,559) was owed to the pension fund.

22.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		€	€	€	€

Not later than 1 year	105,051	76,740	-	38,470
Later than 1 year and not later than 5 years	44,471	189,960	-	189,960
	149,522	266,700	-	228,430

Page 45

VENTUREBEAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.

Related party transactions

The Company has taken advantage of disclosure exemptions in accordance with Section 33.1A of FRS 102.

In 2023, as part of the acquisition of Vestiver's net assets, the Company assumed a management charges accrual and loans payable with Venturewave Limited. At year-end, the management charges accrual remained unpaid amounting to €825,000 (2024: €825,000) while the loans payable balance at year-end amounted to €55,376 (2024: €66,841), which both are included in the Amounts owed to group undertakings line of Creditors.

In addition, the Company incurred management charges from Venturewave Limited amounting to €650,883 (2024: €550,000) and salary recharge of €50,806 costs from Venturewave Partners Limited.

24.	Post balance sheet events

There have been no significant events affecting the Group since the year end.

25.	Controlling party

Venturewave Limited is the ultimate parent company, a company incorporated in Ireland with a registered office of 5th/6th Floor The Malting Tower, Grand Canal Quay, Dublin 2. As of this date, there is no ultimate controlling party.

Consolidated financial statements are not prepared at a higher parent undertaking level.

Page 46