REGISTERED NUMBER: 13598462 (England and Wales)

Audited Financial Statements for the Year Ended 30 September 2025

for

Facctum Solutions Limited

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTOR:

Mr. Krishna Kumar Gupta

REGISTERED OFFICE:

4th Floor 95 Gresham Street

London

United Kingdom

EC2V 7AB

REGISTERED NUMBER:

13598462 (England and Wales)

AUDITORS:

Andrew Murray & Co

Business Advisors and Statutory Auditors

144-146 Kings Cross Road

King's Cross

WC1X 9DU

FIXED ASSETS

Intangible assets

3

4,959,537

3,415,854

Tangible assets

4

7,360

10,909

Investments

5

206

206

4,967,103

3,426,969

CURRENT ASSETS

Debtors

6

1,376,623

1,063,760

Cash at bank

145,762

56,041

1,522,385

1,119,801

CREDITORS

Amounts falling due within one year

7

1,311,487

8,641,305

NET CURRENT ASSETS/(LIABILITIES)

210,898

(7,521,504

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,178,001

(4,094,535

)

CREDITORS

Amounts falling due after more than one year

8

10,951,571

200

NET LIABILITIES

(5,773,570

)

(4,094,735

)

CAPITAL AND RESERVES

Called up share capital

9

100

100

Retained earnings

10

(5,773,670

)

(4,094,835

)

SHAREHOLDERS' FUNDS

(5,773,570

)

(4,094,735

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 30 September 2026 and were signed by:

Mr. Krishna Kumar Gupta - Director

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

GENERAL INFORMATION

Facctum Solutions Limited is a private company, limited by shares, registered in England and Wales.

The company's registered number and registered office address can be found on the Company Information page.

1. ACCOUNTING POLICIES

1.1 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:

1.2 Going concern

The Company has successfully transitioned from its product development phase to full commercial operations, with multiple live products generating recurring revenues and a well-established customer base across major financial institutions. Management's financial forecasts and cash flow projections indicate that the Company is expected to generate sufficient revenues and maintain adequate liquidity to meet its operational and financial obligations as they fall due.

The Directors have also considered the current funding position and believe that existing resources, together with investor commitment, provide an adequate liquidity buffer to support operations over the assessment period.

Accordingly, the financial statements have been prepared on a going concern basis, which the Directors consider to be appropriate. Based on the detailed financial forecasts and funding outlook, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

Although the directors have received assurances from investors regarding their intention to continue funding the business, there is currently no legally binding agreement in place.

1.3 Foreign currency translation

Functional and presentation currency

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.

ACCOUNTING POLICIES - continued

1.4 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 generated through technical consulting in the technological space and is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be measured reliably.

1.5 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 shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

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.

1.6 Interest income

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

1.7 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.

1.8 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.

1.9 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.

ACCOUNTING POLICIES - continued

1.10 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 of 4 years. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

1.11 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:

- Office equipment - 33%

- Computer equipment - 33%

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.

1.12 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Preparation of consolidated financial statements

The financial statements contain information about Facctum Solutions Limited 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.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Financial instruments

The Company 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 Company's Statement of Financial Position when the Company 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.

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.

Deferred tax has not been computed as the entity is in its initial years of operations and consecutive losses. Moreover, utilisation of losses is depending upon future profits.

2.

EMPLOYEES

The average number of employees during the year was 8 (2024 - 6 ) .

3.	INTANGIBLE FIXED ASSETS

Development

Computer

costs

software

Totals

£

£

£

COST

At 1 October 2024

4,217,445

36,663

4,254,108

Additions

2,754,137

2,997

2,757,134

At 30 September 2025

6,971,582

39,660

7,011,242

AMORTISATION

At 1 October 2024

830,644

7,610

838,254

Amortisation for year

1,203,651

9,800

1,213,451

At 30 September 2025

2,034,295

17,410

2,051,705

NET BOOK VALUE

At 30 September 2025

4,937,287

22,250

4,959,537

At 30 September 2024

3,386,801

29,053

3,415,854

4.	TANGIBLE ASSETS

Computer

equipment

£

COST

At 1 October 2024

22,941

Additions

2,900

At 30 September 2025

25,841

DEPRECIATION

At 1 October 2024

12,032

Charge for year

6,449

At 30 September 2025

18,481

NET BOOK VALUE

At 30 September 2025

7,360

At 30 September 2024

10,909

5.	INVESTMENTS

The Company held shares in the following subsidiary undertakings as at 30 September 2025:

Name Country Amount £

Facctum IT Solutions India Private Limited (Ordinary Shares 100%) India 120.05 Facctum IT Solutions Ireland Private Limited(Ordinary Shares100%) Ireland 86.12

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

30.9.24

£

£

Trade debtors

925,385

864,176

Amounts owed by group undertakings

6,260

155,748

Other debtors

444,978

43,836

1,376,623

1,063,760

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

30.9.24

£

£

Trade creditors

183,603

128,600

Amounts owed to group undertakings

175,494

-

Taxation and social security

94,441

70,790

Other creditors

857,949

8,441,915

1,311,487

8,641,305

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

30.9.25

30.9.24

£

£

Other creditors

10,951,571

200

Notes payable represent promissory notes issued to TAAI LLC, a limited liability company registered in the United States of America, with a principal value of US$13,750,000. The notes carry interest at varying rates agreed between the parties.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.9.25

30.9.24

value:

£

£

100

Ordinary

£1

100

100

10.	RETAINED EARNINGS

Retained

earnings

£

At 1 October 2024

(4,094,835

)

Deficit for the year

(1,678,835

)

At 30 September 2025

(5,773,670

)

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Naren Desai FCA, MBA (Senior Statutory Auditor)

for and on behalf of Andrew Murray & Co

12.	POST BALANCE SHEET EVENTS

Other than as noted below, nothing has come to the director's attention that requires adjustment to or disclosure in these financial statements for the year ended 30 September 2025.

Australia subsidiary

On 27 January 2026, the Company incorporated a new wholly-owned subsidiary, Facctum IT Solutions Australia Pty Ltd (ACN 694 708 220), a proprietary company limited by shares registered in Victoria, Australia. This is a non-adjusting event and does not affect the results or financial position of the Company as at 30 September 2025.

Proposed restructuring

Subsequent to 30 September 2025, the Company has been in discussions with the Promissory Notes holder for the restructuring of their investment in the Company. As at 30 September 2025, the total principal and accrued interest outstanding under these promissory notes was £10,951,571 (equivalent to approximately US$13,750,000), classified within creditors falling due after more than one year.

The proposed restructuring, at the date of approval of these financial statements, involves the existing promissory notes being replaced by the issue of new preferred ordinary shares and convertible loan notes in the Company. Upon completion, all existing promissory notes will be deemed settled in full.

This is a non-adjusting post-balance sheet event in accordance with FRS 102 Section 32, as it reflects conditions

that arose after 30 September 2025. It does not therefore require adjustment to the financial statements as at that date. However, the directors consider this event to be material to an understanding of the Company's financial position, in particular in the context of the material uncertainty relating to going concern disclosed in Note 1.2.

13.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Mr. Krishna Kumar Gupta, by virtue of his 100% shareholding in the Company.