Intent Holdings Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Intent Holdings Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 11795088 . The registered office is 20 Wenlock Road, London, N1 7GU.

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

At the time of approving the accounts, the directors have a reasonable expectation that the Company will have access to adequate resources to continue in operational existence for at least the next 12 months. The directors have therefore prepared the accounts on the going concern basis.

2.3. Significant judgements and estimations

The preparation of accounts requires the Company’s management to make judgments, estimates and assumptions that

affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, revenue and

expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an

ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in

any future periods affected.

Management has exercised judgment in preparing the accounts on the going concern basis. Significant areas requiring the use of estimates include the useful economic lives of the intangible and tangible fixed assets and the fair value of Convertible Loan Notes. Further details are set out in the relevant notes.

2.4. Turnover

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

2.5. Intangible Fixed Assets and Amortisation - Other Intangible

Other intangible assets are represent capitalised website costs which are amortised to the profit and loss account over an estimated economic life of 10 years.

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:

Computer Equipment

3 years straight-line

2.7. Financial Instruments

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The component parts of compound financial instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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Intent Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 January 2026

2.8. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.9. 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.

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.

2.10. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.11. Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 7 (2025: 7)

4. Intangible Assets

	Other
	£
Cost
As at 1 February 2025	292,323

As at 31 January 2026	292,323

Amortisation
As at 1 February 2025	98,145
Provided during the period	29,232

As at 31 January 2026	127,377

Net Book Value
As at 31 January 2026	164,946

As at 1 February 2025	194,178

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Intent Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 January 2026

5. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 February 2025	28,558

As at 31 January 2026	28,558

Depreciation
As at 1 February 2025	24,705
Provided during the period	3,853

As at 31 January 2026	28,558

Net Book Value
As at 31 January 2026	-

As at 1 February 2025	3,853

6. Debtors

	2026	2025 as restated
	£	£
Due within one year
Trade debtors	22,680	83,971
Amounts owed by group undertakings	77,799	77,799
Other debtors	750	106,741

	101,229	268,511

7. Creditors: Amounts Falling Due Within One Year

	2026	2025 as restated
	£	£
Trade creditors	1,632	2,299
Bank loans and overdrafts	4,474	8,600
Other loans	876,824	782,878
Other creditors	10,980	7,506
Taxation and social security	8,906	17,680

	902,816	818,963

Other loans represent the liability component of Convertible Loan Notes.

8. Creditors: Amounts Falling Due After More Than One Year

	2026	2025 as restated
	£	£
Bank loans	-	8,787

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Intent Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 January 2026

9. Share Capital

	2026	2025 as restated
	£	£
Allotted, Called up and fully paid	121	121

10. Reserves

	Share Premium	Other reserves	Profit and Loss Account
	£	£	£
As at 1 February 2025	260,030	25,409	(542,355 )
Loss for the year and total comprehensive income	-	-	(356,433 )

As at 31 January 2026	260,030	25,409	(898,788 )

Other reserves represent the equity component of the Convertible Loan Notes.

11. Post Balance Sheet Events

David Merry resigned as a director on 12 March 2026 and Luke Eales resigned as a director on 17 April 2026. On 12 March 2026, following a transfer of shares, the company's ultimate controlling party became Jonathan Merry and the Convertible Loan Notes were assigned to David Merry.

12. Controlling Party

The company's controlling party at the date of approval of these accounts is Jonathan Merry by virtue of his ownership of 82.5% of the issued share capital in the company.

13. Convertible Loan Note

On 6 July 2022, the company issued £1 million of £1 fixed rate secured Convertible Loan Notes, the terms of which were amended on 27 January 2023 and 15 August 2024. The conversion price per ordinary share was based a valuation of all shares at the time of exercise of £1.5 million. The redemption date was agreed as 5 days business days after the company receives a redemption notice or 31 December 2024. On redemption, the principal amount is repayable together with accrued interest.

On initial recognition, the Convertible Loan Notes were separated into liability and equity components in the accounts. The liability component was initially measured at the fair value of a comparable liability without a conversion feature. The equity component, representing the conversion option, was measured as the residual difference between the fair value of the instrument as a whole and the fair value of the liability component. Directly attributable issue costs were allocated between the two components in proportion to their initial values. The equity component will not be subsequently remeasured.

The liability component is measured at amortised cost using the effective interest method. Finance costs calculated using an effective interest rate of 12% increase the carrying amount of the liability, while interest payments reduce it.

The Convertible Loan Notes are secured by fixed and floating charges over the company’s assets. The company has also given a negative pledge restricting the creation of further security over its assets, subject to the terms of the agreement.

As the redemption date of 31 December 2024 has lapsed and no redemption notice has been received by the company, the entire liability component of the Convertible Loan Notes, including accrued interest payable, has been presented as liabilities falling due within one year. Comparative amounts have been restated as further described in the notes.

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		2026		2025 as restated
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		164,946		194,178
Tangible Assets	5		-		3,853

			164,946		198,031
CURRENT ASSETS
Debtors	6	101,229		268,511
Cash at bank and in hand		23,413		104,413

		124,642		372,924
Creditors: Amounts Falling Due Within One Year	7	(902,816 )		(818,963 )

NET CURRENT ASSETS (LIABILITIES)			(778,174 )		(446,039 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(613,228 )		(248,008 )

Creditors: Amounts Falling Due After More Than One Year	8		-		(8,787 )

NET LIABILITIES			(613,228 )		(256,795 )

CAPITAL AND RESERVES
Called up share capital	9		121		121
Share premium account			260,030		260,030
Other reserves			25,409		25,409
Profit and Loss Account			(898,788 )		(542,355 )

SHAREHOLDERS' FUNDS			(613,228)		(256,795)