Refute Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—8

1. General Information

Refute Ltd ('the Company') is a private company, limited by shares, incorporated in England & Wales, registered number 15624117 . The registered office is 78 York Street, London, W1H 1DP.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The financial statements have been prepared on the going concern basis. The Company incurred a loss after tax of £292,368 for the year ended 31 December 2025 (2024: loss of £464,211) and held cash balances of £1,147,270 at the balance sheet date.

On 15 January 2026 the Company completed a Seed funding round, raising £5,000,000 before costs (see note 11). Taking into account this fundraising and the directors' cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements, the directors are satisfied that the Company has adequate financial resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

2.3. Significant judgements and estimations

In preparing these financial statements, the directors have made the following judgements and estimates that have a significant effect on the amounts recognised in the financial statements.

Critical judgements in applying the Company's accounting policies

Capitalisation of development costs - The directors are required to assess whether internal expenditure on the development of the Company's software platform meets the criteria for capitalisation as an intangible asset under Section 18 of FRS 102. This requires judgement in distinguishing between the research phase, in which costs are expensed as incurred, and the development phase, in which costs are capitalised if the recognition criteria are met. The directors consider factors including the technical feasibility of completing the asset, the intention and ability to complete and use the asset, the availability of resources to complete development, and the expected generation of future economic benefits.

Revenue recognition - The directors have applied judgement in identifying the performance obligations within customer contracts and in determining the timing of revenue recognition under the five-step model in Section 23 of FRS 102. In particular, judgement has been applied in determining whether services are transferred over time or at a point in time and in identifying any distinct performance obligations within bundled arrangements.

Share-based payment valuation methodology - The directors have exercised judgement in selecting the Black-Scholes option pricing model as the appropriate methodology to determine the fair value of share options granted under the Company's EMI and unapproved share option schemes, and in identifying an appropriate group of comparable listed companies from which to derive an expected volatility input, in the absence of a sufficient trading history for the Company's own shares.

Key sources of estimation uncertainty

Fair value of share-based payments - The fair value of share options granted during the year has been determined using the Black-Scholes option pricing model. The key inputs to the model include the share price at grant date, the exercise price, the expected life of the options, the risk-free rate of return, and expected volatility. The expected volatility has been estimated by reference to the historic share price volatility of a group of comparable listed companies over a period commensurate with the expected life of the options.

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Refute Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.5. Research and Development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred.

Intangible assets are recognised from the development phase of a project if, and only if, all of the following criteria are met:

- it is technically feasible to complete the asset so that it will be available for use or sale;

- there is an intention to complete the asset and use or sell it;

- there is an ability to use or sell the asset;

- the asset will generate probable future economic benefits;

- adequate technical, financial and other resources are available to complete the development and to use or sell the asset; and

- the expenditure attributable to the asset during its development can be reliably measured.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Capitalised development costs comprise directly attributable expenditure incurred during the development phase, including staff costs and directly attributable infrastructure costs. They are subsequently amortised to the profit and loss account on a straight line basis over their expected useful economic life of 5 years, commencing from the date the asset becomes available for use, taken as the date of the first commercial sale.

2.6. Intangible Fixed Assets and Amortisation - Intellectual Property

Intellectual property assets are Trademarks. They are amortised to the profit and loss account over their estimated economic life of 10 years.

2.7. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

Straight line over 2 years

2.8. Leasing and Hire Purchase Contracts

The Company has no finance leases or hire purchase contracts. Rentals applicable to operating leases, where substantially all of the benefits and risks of ownership remain with the lessor, are charged to the profit and loss account on a straight-line basis over the lease term.

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Refute Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.9. Financial Instruments

The Company has chosen to apply the recognition and measurement provisions of Section 11 of FRS 102 to all of its financial instruments. Financial instruments are recognised when the Company becomes party to the contractual provisions of the instrument and are classified according to the substance of the contractual arrangements entered into.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and cash equivalents, are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method, unless the arrangement constitutes a financing transaction, in which case the financial asset is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Financial assets are derecognised when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers to another party substantially all of the risks and rewards of ownership.

Basic financial liabilities

Basic financial liabilities, including trade and other payables and accruals, are initially measured at transaction price, net of transaction costs, and are subsequently carried at amortised cost using the effective interest method, unless the arrangement constitutes a financing transaction, in which case the financial liability is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

2.10. Foreign Currencies

Functional and presentation currency

The Company's functional currency is pounds sterling (£), being the currency of the primary economic environment in which the Company operates. The financial statements are presented in pounds sterling, which is also the Company's functional currency. All amounts have been rounded to the nearest pound, except where otherwise indicated.

Foreign currency transactions

Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the exchange rate ruling at that date. Exchange differences arising on translation are recognised in profit or loss in the period in which they arise.

2.11. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

...CONTINUED

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Refute Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.11. Taxation - continued

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.12. Pensions

The Company operates a defined contribution pension scheme. Contributions payable to the scheme are charged to the profit and loss account in the period to which they relate.

2.13. Share based payments

The Company operates equity-settled share-based payment arrangements under an Enterprise Management Incentive (EMI) scheme and an unapproved share option scheme for qualifying employees and other service providers. The fair value of options granted is measured at the date of grant using the Black-Scholes option pricing model and is recognised as an expense in the profit and loss account on a straight-line basis over the vesting period, with a corresponding credit to other reserves. The cumulative expense recognised is adjusted to reflect the directors' best estimate of the number of options that will ultimately vest.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 5 (2024: 3)

4. Intangible Assets

	Development Costs	Intellectual Property	Total
	£	£	£
Cost
As at 1 January 2025	-	-	-
Additions	779,719	8,075	787,794

As at 31 December 2025	779,719	8,075	787,794

Amortisation
As at 1 January 2025	-	-	-
Provided during the period	103,963	808	104,771

As at 31 December 2025	103,963	808	104,771

Net Book Value
As at 31 December 2025	675,756	7,267	683,023

As at 1 January 2025	-	-	-

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Refute Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 January 2025	-
Additions	6,760

As at 31 December 2025	6,760

Depreciation
As at 1 January 2025	-
Provided during the period	2,094

As at 31 December 2025	2,094

Net Book Value
As at 31 December 2025	4,666

As at 1 January 2025	-

6. Debtors

	31 December 2025	31 December 2024
	£	£
Due within one year
Trade debtors	18,000	-
Other debtors	251,650	8,177

	269,650	8,177

Other debtors include £48,198 of legal and professional costs incurred in connection with the equity fundraise that completed on 15 January 2026 (see note 11) and £163,124 relating to R&D tax credits. As the fundraising costs are directly attributable to the issue of new shares, they have been recognised as a prepayment at the reporting date and deducted from share premium on completion of the share issue post year end, in accordance with Section 22 of FRS 102.

7. Creditors: Amounts Falling Due Within One Year

	31 December 2025	31 December 2024
	£	£
Trade creditors	59,512	3,495
Other taxes and social security	16,432	13,289
VAT	5,404	-
Amounts received in advance of fundraise	300,000	-
Pension creditor	2,158	2,267
Accruals and deferred income	107,074	2,608
Directors' loan accounts	-	781

	490,580	22,440

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Refute Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Amounts received in advance of fundraise represent subscription monies of £300,000 received from investors prior to the reporting date in respect of the equity fundraise that completed on 15 January 2026 (see note 11). The corresponding shares were allotted on completion of the fundraise and the balance was reclassified from creditors to share capital and share premium at that date. The amount is presented as a basic financial liability under Section 11 of FRS 102 at the reporting date.

Accruals and deferred income include £73,461 of payments received from customers in advance of the delivery of goods and services. These amounts represent contract liabilities under Section 23 of FRS 102 and will be released to turnover as the related performance obligations are satisfied.

8. Share Capital

	31 December 2025	31 December 2024
	£	£
Allotted, Called up and fully paid	139	139

9. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	31 December 2025	31 December 2024
	£	£
Not later than one year	22,252	-
Later than one year and not later than five years	5,915	-

	28,167	-

The Company occupies serviced office premises at 60 Gray's Inn Road, London under a two-year occupation agreement commencing 31 March 2025 and ending 30 March 2027.

10. Reserves

	Share Premium	Other reserves	Profit and Loss Account
	£	£	£
As at 1 January 2025	2,329,961	-	(464,211 )
Loss for the year and total comprehensive income	-	-	(292,368 )

Movements in other reserves	-	40,508	-

As at 31 December 2025	2,329,961	40,508	(756,579 )

Other reserves represents the cumulative fair value charge recognised in respect of equity-settled share-based payment awards (see accounting policy 2.13).

11. Post Balance Sheet Events

On 15 January 2026, the Company issued ordinary and preferred shares for total consideration of £5m. This is a non-adjusting event and no adjustment has been made to these financial statements.

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		31 December 2025		31 December 2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		683,023		-
Tangible Assets	5		4,666		-

			687,689		-
CURRENT ASSETS
Debtors	6	269,650		8,177
Cash at bank and in hand		1,147,270		1,880,152

		1,416,920		1,888,329
Creditors: Amounts Falling Due Within One Year	7	(490,580 )		(22,440 )

NET CURRENT ASSETS (LIABILITIES)			926,340		1,865,889

TOTAL ASSETS LESS CURRENT LIABILITIES			1,614,029		1,865,889

NET ASSETS			1,614,029		1,865,889

CAPITAL AND RESERVES
Called up share capital	8		139		139
Share premium account			2,329,961		2,329,961
Other reserves			40,508		-
Profit and Loss Account			(756,579 )		(464,211 )

SHAREHOLDERS' FUNDS			1,614,029		1,865,889