ACCOUNTS - Final Accounts preparation

Company registration number: 09502389

	UNAUDITED FINANCIAL STATEMENTS
	FOR THE YEAR ENDED 31 DECEMBER 2025

	AIRFINITY LIMITED


AIRFINITY LIMITED

COMPANY INFORMATION

Directors	M A Carton
	R B Hansen
	E A Wass
	A Karle


Registered number	09502389


Registered office	71-75 Shelton Street
	Covent Garden
	London
	WC2H 9JQ


Accountants	Menzies LLP
	Chartered Accountants
	2nd Floor, Midas House
	62 Goldsworth Road
	Woking
	Surrey
	GU21 6LQ


AIRFINITY LIMITED

CONTENTS

	Page
Statement of Financial Position	1 - 2
Statement of Changes in Equity	3
Notes to the Financial Statements	4 - 10


AIRFINITY LIMITED REGISTERED NUMBER:09502389

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		As restated
	2025	2024
Note	£	£

Fixed assets
Tangible assets	4		22,299		31,082
Investments			75		75
			22,374		31,157
Current assets
Debtors	5	1,640,480		2,222,203
Cash at bank and in hand		923,648		505,190
		2,564,128		2,727,393
Creditors: amounts falling due within one year	6	(3,056,356)		(4,719,968)
Net current liabilities			(492,228)		(1,992,575)
Total assets less current liabilities			(469,854)		(1,961,418)
Creditors: amounts falling due after more than one year	7		(8,051,735)		(3,256,165)

Net liabilities			(8,521,589)		(5,217,583)

Capital and reserves
Called up share capital	30,086	29,920
Share premium account	9,461,808	9,451,457
Other reserves	491,019	762,930
Profit and loss account	(18,504,502)	(15,461,890)
	(8,521,589)	(5,217,583)

Page 1


AIRFINITY LIMITED REGISTERED NUMBER:09502389

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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

................................................

R B Hansen

Director

Date: 11 September 2026

The notes on pages 4 to 10 form part of these financial statements.

Page 2


AIRFINITY LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Share based payment reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	29,920	9,451,457	553,152	(10,281,078)	(246,549)

Loss for the year	-	-	-	(5,180,812)	(5,180,812)
Share based payment charge	-	-	209,778	-	209,778

At 1 January 2025 (as previously stated)	29,920	9,451,457	762,930	(15,653,198)	(5,408,891)
Prior year adjustment - correction of error	-	-	-	191,308	191,308
At 1 January 2025 (as restated)	29,920	9,451,457	762,930	(15,461,890)	(5,217,583)
Comprehensive income for the year
Loss for the year	-	-	-	(3,468,698)	(3,468,698)
Share based payment charge	-	-	(271,911)	426,086	154,175
Shares issued during the year	166	10,351	-	-	10,517
At 31 December 2025	30,086	9,461,808	491,019	(18,504,502)	(8,521,589)

The notes on pages 4 to 10 form part of these financial statements.

Page 3


AIRFINITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Airfinity Limited is a private Company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the registered office and the principal place of business is disclosed on the company information page.

The principal activities of the Company continued to be that of predictive health intelligence and data analytics software for infectious diseases.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Going concern

The Directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. Whilst the Company incurred a loss during the year and had net liabilities at 31 December 2025 of £8,521,589 (2024: £5,217,583 net liabilities), the Directors expect trading to improve through growth in the Company's recurring subscription revenue and have identified actions to reduce costs should performance be below forecast. In addition, the Company's principal borrowings are unsecured convertible loan notes which are not due for repayment until 2028 and 2029.

Having considered the forecasts and the actions available to management, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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.

Revenue from Software as a Service ("SAAS") is recognised on a straight line basis over the period of the contract.

Revenue in respect of software projects are recognised on a percentage completion basis, being the proportion of work performed to date on the estimated total work for the project.

2.4

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

Page 4


AIRFINITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Interest income

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

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

2.8

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 reporting date in the countries where the Company operates and generates income.

2.9

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.

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:

Computer equipment

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.

Page 5


AIRFINITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Employees

The average monthly number of employees, including directors, during the year was 67 (2024 - 73).

4.	Tangible fixed assets

		Computer equipment
		£
	Cost or valuation
	At 1 January 2025	171,839
	Additions	4,475
	At 31 December 2025	176,314
	Depreciation
	At 1 January 2025	140,757
	Charge for the year	13,258
	At 31 December 2025	154,015
	Net book value
	At 31 December 2025	22,299
	At 31 December 2024	31,082

Page 6


AIRFINITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Debtors

						As restated
					2025	2024
					£	£

Due after more than one year
Other debtors	53,526	53,526
	53,526	53,526
Due within one year
Trade debtors	921,813	1,343,017
Other debtors	389,371	348,696
Prepayments and accrued income	275,770	476,964
	1,640,480	2,222,203

6.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Other loans	392,500	-
Trade creditors	318,034	438,334
Other taxation and social security	135,888	1,393,382
Other creditors	671,897	384,471
Accruals and deferred income	1,538,037	2,503,781
	3,056,356	4,719,968

The other loans totalling £392,500 are secured by fixed and floating charges over the assets of the Company.

As part of a development agreement, a Company has issued warrants to acquire shares in the Company.

The entitlement under the warrants vests by reference to amounts received by the Company under the development agreement, up to a maximum of $1.28 million. During the year, further amounts became vested following the completion and acceptance of agreed phases of work and the associated payments.

At the reporting date, £659,491 (2024: £368,148) is included within other creditors in respect of the warrant arrangement.

The warrants may be exercised or converted into shares in accordance with their terms and, unless exercised or converted earlier, expire on 10 November 2033.

Page 7


AIRFINITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Other loans	8,051,735	3,256,165
	8,051,735	3,256,165

The other loans are unsecured convertible loan notes due for repayment in 2028 and 2029.

Page 8


AIRFINITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Share-based payments
	The options vest over a 10 year period from the date they were granted. The share options are paid for in cash on exercise and disclosed within equity. The conditions of the options are that option holders must remain in employment for the duration of the vesting period. Details of the number of share options and the weighted average exercise price of share options during the year are as follows:
		Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	324	256,311	324	258,488
Granted during the year	509	95,694		-
Forfeited during the year	(422)	(34,494)	(241)	(2,177)
Exercised during the year	(110)	(14,404)		-
Outstanding at the end of the year	204	303,107	324	256,311

					2025	2024

Option pricing model used	Black Scholes	Black Scholes
Weighted average share price (pence)	370	324
Exercise price (pence)	509	187
Expected volatility	14.04	16.83
Expected dividend growth rate	0	0
Risk-free interest rate	5.16	3.65

					2025	2024
					£	£

	Equity-settled schemes	154,175	209,778
		154,175	209,778

Page 9


AIRFINITY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Prior year adjustment

During the year, the Company identified an error in the accounting for corporation tax in the comparative period. A corporation tax recoverable recognised in a previous financial year was incorrectly released to the Statement of Income and Retained Earnings during the comparative year, despite the Company continuing to have an entitlement to recover the amount from HM Revenue & Customs.

The comparative figures have therefore been restated to reverse the incorrect tax charge and reinstate the corporation tax recoverable asset.

The effect of the restatement was to reduce the taxation charge for the year ended 31 December 2024 by £191,308 and recognise a corporation tax recoverable balance of £191,308 as at 31 December 2024. As a result of this adjustment the retained earnings balance was increased by £191,308.

The correction has no impact on the Company's cash flows.

10.	Controlling party

There is no ultimate controlling party.

Page 10