Zulu Forest Ltd

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

1. General Information

Zulu Forest Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 12830871. The registered office is 23 Cobalt Building, 1600 Eureka Park, Ashford, Kent, United Kingdom, TN25 4BF. The principal activity of the company is business and domestic software development and environmental consulting activities.

The presentation currency of the financial statements is the Pound Sterling (£).

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 Company incurred a loss after taxation of £2,093,297 for the year ended 31 December 2025 and, as at that date, had accumulated losses of £10,136,643. The Company remains in a development and growth phase and continues to invest significantly in research and development activities and commercial expansion.

During the year, the Company successfully completed a funding round raising approximately £2.4 million from investors through the issue of equity instruments. At 31 December 2025, the Company held cash balances of £989,753 and had net assets of £1,303,970.

The Directors have prepared cash flow forecasts and projections which indicate that the Company will have sufficient financial resources to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. In addition, the Company has commenced a further funding round to support its future growth plans.

Accordingly, the Directors consider it appropriate to prepare the financial statements on the going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Zulu Forest Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

2.3. Turnover

Turnover comprises revenue recognised by the company in respect of services supplied in the year exclusive of trade discounts and excluding Value Added Tax.

Revenue is recognised when a service is provided.

Innovate UK and other similar grants are accounted for on a receivable basis.

2.4. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Page 2

Page 3

Zulu Forest Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.5. Research and Development

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

Development expenditure is capitalised as an internally generated intangible asset only where the following conditions are met:

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

the company intends to complete the asset and to use or sell it;

the company has the ability to use or sell the asset;

the asset is expected to 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 measured reliably.

Directly attributable costs that are capitalised include employee costs of personnel engaged in development work, together with directly attributable cloud computing, software licence and data licence costs incurred in developing the asset. General administrative overheads and research expenditure are expensed as incurred.

Capitalised development costs are amortised on a straight-line basis over their estimated useful economic lives from the date the asset is available for use. The directors have assessed the useful economic life of capitalised development expenditure as five years.

Amortisation begins when the asset is available for use.

Capitalised development costs are reviewed for impairment where events or changes in circumstances indicate that the carrying amount may not be recoverable.

2.6. 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:

Motor Vehicles	25% on cost
Fixtures & Fittings	33% on cost
Computer Equipment	33% on cost

2.7. Leasing and Hire Purchase Contracts

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

2.8. Financial Instruments

The Company only enters into transactions that result in basic financial instruments such as trade and other debtors, trade and other creditors, cash at bank and in hand, loans to/from related parties.

Trade debtors, other debtors and loans to related parties are recognised initially at the transaction price less attributable transaction costs. Trade creditors, other creditors and loans from related parties are recognised initially at transaction price plus attributable transaction costs. Subsequently they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors, and loans to related parties.

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

The Company has issued Simple Agreement for Future Equity ("SAFE") under which investors subscribe amounts in exchange for the right to receive shares upon the occurrence of specific future events, including an Equity Financing, a Liquidity Event, a Dissolution Event, or automatic conversion six months after the date of the agreement.

Under certain events (e.g., Liquidity or Dissolution Events), the investor is entitled to receive the Cash-Out Amount, being repayment of the original investment.

...CONTINUED

Page 3

Page 4

Zulu Forest Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.8. Financial Instruments - continued

Because the Company may be required to deliver cash, the SAFE is classified as a financial liability in accordance with FRS 102 Sections 11 and 12.

The SAFE is initially recognised at transaction price, being the amount received from the investor. The SAFE is subsequently measured at amortised cost, which typically equals the initial amount, since the instrument is non‑interest bearing, has no premium or discount, and settlement depends on future contingent events.

On conversion into equity (at the SAFE Price of £13.19 per share), the SAFE liability is derecognised and the corresponding amount is recognised in equity (share capital and share premium). No gain or loss is recognised on conversion.

If the SAFE becomes repayable (e.g., upon a Liquidity or Dissolution Event), the liability is settled in cash and removed from the statement of financial position. Any difference between carrying value and amount paid is recognised in profit or loss.

2.9. Taxation

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

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.

Research and development credits are recognised as income in the period necessary to match them with the related costs they are intended to incentivise and when all relevant qualifying conditions have been met.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

2.10. 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.

2.11. Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.12. 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.

Page 4

Page 5

Zulu Forest Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.13. Share-based Payments

The Company issues equity-settled share options to certain employees. Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured by use of the Black Scholes pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

The fair value of options offered under equity settled share based payment schemes is determined at grant date and expensed in the profit and loss account over the vesting period with a corresponding credit to other reserves.

Where vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable.

Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any adjustment to cumulative share-based compensation resulting from a revision is recognised in the current period.

The number of vested options ultimately exercised by holders does not impact the expense recorded in any period.

Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital up to the nominal value of the shares issued with any difference allocated to the share premium account.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 29 (2024: 27)

4. Intangible Assets

	Development Costs
	£
Cost
As at 1 January 2025	-
Additions	347,721

As at 31 December 2025	347,721

Net Book Value
As at 31 December 2025	347,721

As at 1 January 2025	-

No amortisation has been charged on development costs as the related projects are not yet available for use.

Page 5

Page 6

Zulu Forest Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Tangible Assets

	Motor Vehicles	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£
Cost
As at 1 January 2025	17,500	1,769	75,444	94,713
Additions	9,995	499	13,676	24,170
Disposals	-	-	(19,589 )	(19,589 )

As at 31 December 2025	27,495	2,268	69,531	99,294

Depreciation
As at 1 January 2025	1,458	1,630	44,044	47,132
Provided during the period	5,260	167	19,711	25,138
Disposals	-	-	(19,116 )	(19,116 )

As at 31 December 2025	6,718	1,797	44,639	53,154

Net Book Value
As at 31 December 2025	20,777	471	24,892	46,140

As at 1 January 2025	16,042	139	31,400	47,581

6. Investments

	Subsidiaries
	£
Cost or Valuation
As at 1 January 2025	80

As at 31 December 2025	80

Provision
As at 1 January 2025	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	80

As at 1 January 2025	80

The Company's investment relates to 100% ownership in Nature Capital Limited.

7. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	42,836	104,918
Prepayments and accrued income	43,997	33,356
Other debtors	168,112	112,054
Corporation tax recoverable assets	45,950	75,038
VAT	13,685	-

	314,580	325,366

Page 6

Page 7

Zulu Forest Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

8. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	101,181	127,923
Other taxes and social security	88,333	61,141
VAT	-	2,608
Other creditors	80	80
Accruals and deferred income	27,653	31,120
Amounts owed to group undertakings	177,057	178,557

	394,304	401,429

9. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
1,042,158 Ordinary Shares of £ 0.0001 each	104	104
669,698 Ordinary A shares of £ 0.0001 each	67	49

	171	153


Shares issued during the period:	£
5,128 Ordinary Shares of £ 0.0001 each	1
182,096 Ordinary A shares of £ 0.0001 each	18

	19

10. Financial Instruments

During the year, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a few investors for a cash subscription of £2,401,846. Under the terms of the SAFE, the investors provide cash upfront in exchange for the right to receive shares upon the earlier of an equity financing or six months from the SAFE date.

The SAFE does not include any obligation for the Company to repay cash and therefore has been classified as equity in accordance with FRS 102.

The SAFE automatically converted during the year into 182,096 Series A shares at a SAFE Price of £13.19 per share, resulting in the following equity allocation:

- Share capital: £18

- Share premium: £2,401,828

The SAFE reserve recognised at the date of subscription has been fully reclassified to share capital and share premium upon conversion.

11. Other Commitments

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

	2025	2024
	£	£
Not later than one year	143,122	77,550

	143,122	77,550

The above leases relate to company's business premises.

Page 7

Page 8

Zulu Forest Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

12. Pension Commitments

The Company contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £30,028 (2024 - £26,741).

Contributions totaling £7,485 (2024 - £6,950) were payable to the fund at the reporting date and are included in creditors.

13. Related Party Transactions

The creditors due within one year include an amount due to a company under common control, Zulu Group Ltd of £117,186 (2024: £117,186) and due to the subsidiary company Nature Capital Limited of £59,871 (2024: £61,371).

During the year, the company received rents of £16,409 (2024: Nil) from Zulu Group Ltd.

14. Ultimate Controlling Party

The ultimate controlling party is Mr Alexander M G Asseily by virtue of his controlling shareholding held personally and via Zulu Group Ltd, who hold shares as nominee.

15. Share-based payments

The Company has a share option scheme for certain employees. The total number of employees of the Company that share options have been granted to is 20 (2024: 14).

In certain circumstances the options may lapse if the relevant individual ceases to be an employee of the Company.

The total number of share options outstanding at 31st December 2025 was 162,430 with a weighted average exercise price of £3.94.

During the year, the company issued 11,615 (2024: nil) options and 18,773 (2024: 4,965) options lapsed in the year.

Options are exercisable either at a strike price of £0.01 or at the estimated fair value at the grant date. The vesting period is four years. If the options remain unexercised after a period of ten years from the date of grant, the options expire.

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The Company recognised total expenses of £90,506 (2024: £34,615) related to equity-settled share-based payment transactions.

16. Audit Information

The auditor's report on the accounts of Zulu Forest Ltd for the year ended 31 December 2025 was unqualified.

The auditor's report was signed by Shahid Hameed FCA FCCA (Senior Statutory Auditor) for and on behalf of THP Limited Chartered Accountants and Statutory Auditor , Statutory Auditor.

THP Limited Chartered Accountants and Statutory Auditor

34-40 High Street

Wanstead

London

E11 2RJ

Page 8

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		347,721		-
Tangible Assets	5		46,140		47,581
Investments	6		80		80

			393,941		47,661
CURRENT ASSETS
Debtors	7	314,580		325,366
Cash at bank and in hand		989,753		941,757

		1,304,333		1,267,123
Creditors: Amounts Falling Due Within One Year	8	(394,304 )		(401,429 )

NET CURRENT ASSETS (LIABILITIES)			910,029		865,694

TOTAL ASSETS LESS CURRENT LIABILITIES			1,303,970		913,355

NET ASSETS			1,303,970		913,355

CAPITAL AND RESERVES
Called up share capital	9		171		153
Share premium account			11,242,276		8,848,888
Other reserves			198,166		107,660
Profit and Loss Account			(10,136,643 )		(8,043,346 )

SHAREHOLDERS' FUNDS			1,303,970		913,355