Rainmaking Venture Studio Ltd.

Annual Report and Financial Statements

The Company's principal activities is that of collaborating with large corporations to build a new business from scratch, including assistance to portfolio startups.

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

There was no other comprehensive income for 2025.

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

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

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The presentation currency of these financial statements is Pounds sterling. All amounts in the financial statements have been rounded to the nearest £1,000.

In considering the appropriate basis on which to prepare the financial statements, the directors have considered the Company's circumstances both at the reporting date and up to the date on which these financial statements were authorised for issue.

At 31 December 2025, no decision had been taken to cease the Company's activities or apply for its removal from the register of companies. Subsequent to the year end, and before these financial statements were authorised for issue, the directors determined to bring the Company's remaining affairs to an orderly conclusion and to apply for voluntary strike-off following completion of its outstanding statutory and tax filings, resolution of its remaining intercompany balances and settlement of any other outstanding obligations

Accordingly, the directors have concluded that the Company is not a going concern and that it is therefore appropriate to prepare these financial statements on a basis other than going concern. In preparing the financial statements on this basis, the directors have considered the recoverability of the Company's assets and the settlement of its liabilities in the context of the planned cessation of its activities.

The company is exempt from preparing consolidated financial statement, under the small companies regime in CA 2006.

Turnover 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. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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

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.

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 af cash with insignificant risk of change in value.

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

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

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value af estimated cash flows discounted at the asset's original effective interest rate.

If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

The Company's functional and presentational currency is GBP

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 the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

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

Finance costs are charged to the Statement of Comprehensive Income 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.

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Rentals paid under operating leases are charged to the Statement of Comprehensive Income 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.

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

Tax is recognised in the Statement af Comprehensive Income 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.

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

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

A change in the main UK corporation tax rate, announced in the budgeton 3 March 2021, was substantively enacted on 24 May 2021 and received royal assent on 10 June 2021. From 1 April 2023 the main corporation tax rate increased from 19% to 25% on profits over £250,000. The rate for small profits under £50,000 will remain at 19%. Where the Company's profits fall between £50,000 and £250,000, the lower and upper limits, it will be able to claim an amount of marginal relief providing a gradual increase in the corporation tax rate. This will impact the Company's future tax charge accordingly.

At the year end, the Company has assessed tax losses available for use against future taxable profits totalling £3,613,936 (2024: £3,326,753). At the year end there is a deferred tax asset of £903,000 (2024: 832,000) which has not been recognised on the basis that there is insufficient certainty over future profit generation against which these losses can be offset.

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

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

The oridnary shares have full voting rights and do not confer any rights of redemption. They have dividend rights pursuiant to Article 5.1 of the AoA and capital distribution rights pursuiant to Article 5.2 of the AoA.

The preference shares have full voting rights and do not confer any rights of redemption. They have dividend rights pursuiant to Article 5.1 of the AoA and capital distribution rights pursuiant to Article 5.2 of the AoA.

The growth shares have no voting rights and do not confer any rights of redemption. They have dividend rights pursuiant to Article 5.1 of the AoA and capital distribution rights pursuiant to Article 5.2 of the AoA.

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