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Registered number: 16096636
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Valliance Ltd
Financial statements
Information for filing with the registrar
31 December 2025
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Balance sheet
At 31 December 2025
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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1
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Balance sheet (continued)
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 period 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 company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
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 on 27 October 2026.
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Director
Company number 16096636
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2
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Notes to the financial statements
Period ended 31 December 2025
Valliance Ltd ('the company') is a private company limited by shares, registered in the United Kingdom and domiciled in England. The registered office address is 2nd Floor Citygate, St James' Boulevard, Newcastle upon Tyne, NE1 4JE.
2.Accounting policies
The financial statements have been prepared in accordance with Section 1A of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' (FRS 102) and the Companies Act 2006.
The following principal accounting policies have been applied:
Although the company reported a loss for the period, it had positive net assets at the balance sheet date. The company has secured committed funding of US$15 million, of which US$10 million remained available to be drawn under the commitment at the year end. Following the year end, US$5 million was received in May 2026, equivalent to £3,727,820 at the exchange rate on the date of receipt, with the remaining US$5 million expected to be received in December 2026.
The directors have reviewed the company’s forecasts and cash-flow requirements for a period of at least 12 months from the date of approval of these financial statements. Having regard to the funding received and the remaining committed funding, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence throughout that period. The financial statements have therefore been prepared on the going-concern basis.
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Foreign currency translation
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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 translated using the exchange rate at the date when fair value was determined.
Exchange differences arising on the settlement or retranslation of monetary items are recognised in profit or loss in the period in which they arise.
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.
3
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Notes to the financial statements
Period ended 31 December 2025
2.Accounting policies (continued)
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 balance sheet. The assets of the plan are held separately from the company in independently administered funds.
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.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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, on a reducing balance basis.
Depreciation is provided on the following basis:
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.
4
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Notes to the financial statements
Period ended 31 December 2025
2.Accounting policies (continued)
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.
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Events after the reporting period
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Following the year end, the company received US$5 million in May 2026 under its committed funding arrangement, equivalent to £3,727,820 at the exchange rate on the date of receipt. A further US$5 million remains available to be drawn under the commitment and is expected to be received in December 2026. The receipt in May 2026 is a non-adjusting event and has not been reflected in the amounts recognised in these financial statements.
The average monthly number of employees, including directors, during the period was 8.
5
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Notes to the financial statements
Period ended 31 December 2025
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Prepayments and accrued income
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Creditors: amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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6
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Notes to the financial statements
Period ended 31 December 2025
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Allotted, called up and fully paid
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70,100,700 Ordinary A shares of £0.001 each
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22,441,652 Series A shares of £0.001 each
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29,900,300 Deferred shares of £0.001 each
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The company was incorporated on 22 November 2024 with an issued share capital of 1,000 ordinary shares of £0.001 each, giving an aggregate nominal value of £1. During the period, a further 100,000,000 ordinary shares of £0.001 each were issued for cash, increasing ordinary share capital to £100,001.
On 16 May 2025, the company adopted new Articles of Association introducing a revised share capital structure, including Ordinary A, Series A and Deferred share classes. The Ordinary A shares carry voting rights and participate in dividends and capital distributions. The Series A shares carry preferential rights in respect of dividends and distributions on a winding up or other return of capital and are convertible into Ordinary A shares in accordance with the Articles of Association. Deferred shares carry limited economic and voting rights and are entitled to a nominal return of capital only.
Following a share reorganisation and Series A investment round, the company issued 22,441,652 Series A shares of £0.001 each on 18 June 2025. Total consideration received was £3,764,664, of which £22,442 was credited to share capital and £3,742,222 to share premium. At the period end, the company had 70,100,700 Ordinary A shares, 22,441,652 Series A shares and 29,900,300 Deferred shares in issue, with total share capital of £122,443.
Legal and professional fees of £240,685 incurred in relation to the Series A investment round were deducted from the share premium account.
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