Interim Results

AIQ Limited

29 July 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

29 July 2026

For Immediate Release

AIQ Limited

("AIQ" or the "Company" or, together with Alcodes International and AIQ Vision, the "Group")

Interim Results

The Board of AIQ (LSE: AIQ) announces the Group's interim results for the six months ended 30 April 2026.

Operational Review

The Group's focus during the six months ended 30 April 2026 was procuring data centre development projects under its AIQ Vision subsidiary that was established last year in partnership with Centslink, a technology-driven enterprise specialising in the design, construction and delivery of data centre infrastructure and management. The business potential in this sector is driven by a surge in demand for generative artificial intelligence ("AI") and increasingly stringent data sovereignty requirements. As major economies pass laws requiring critical data to be stored within specific borders, the demand for high-reliability, localised infrastructure, particularly facilities with the highest security and reliability standards, continues to grow. This requires the construction of new data centres and the upgrading of existing data centres to transform them into AI-compatible facilities. AIQ Vision intends to act as a consultant, offering a full spectrum of advisory and management services, guiding clients through the entire lifecycle of their AI infrastructure projects.

While the Group did not secure or deliver any revenue-generating projects during the period, it signed a number of Memoranda of Understanding to secure operational contracts in several data centres, contingent upon the customers procuring the requisite investment.

While the Board is hopeful that this activity will progress to the award of a contract, the tough business environment and complex geopolitical factors render it very difficult to forecast with any certainty. Accordingly, the Board continues to closely monitor the cash position and is keeping all its strategic options open in assessing how best to deliver shareholder value.

Financial Review*

The Group did not generate revenue during the six months ended 30 April 2026 (H1 2025: £Nil) as it did not deliver any revenue-generating projects during the period.

Administrative expenses were slightly reduced to £211k (H1 2025: £217k) as the Group continued to implement cost reduction measures. The operating loss was £210k (H1 2025: £218k loss).

Net finance costs were £14k (H1 2025: £15k).

Loss before tax for the period was £224k (H1 2025: £233k loss).

The Group had cash and cash equivalents of £57k at 30 April 2026 (31 October 2025: £20k). During the period, the Group entered non-interest-bearing loan agreements with Li Chun Chung, an Executive Director of the Company, amounting to £276k.

The Group continued to have the support of its major shareholders, with the expiration date of the convertible loan note instruments that were executed by the Company on 24 January 2022 being extended to 1 July 2028 during the period. Post period, the expiration date was extended to 3 July 2028 along with certain other amendments as described in note 10 to the financial statements. The Company also entered, post period, into a convertible loan note agreement with China International Securities Ltd, a Hong Kong-based securities firm, for the issue of up to £2m of unsecured interest-free convertible loan notes (see note 11 to the financial statements). To date, the Company has issued new loan notes totalling £875k under this instrument. 

Going Concern

The Group incurred losses of £224k during the period and cash outflows from operating activities of £234k. As at 30 April 2026, the Group had net current liabilities of £918k and cash and cash equivalents of £57k.The Group's cash position was £878k as at 28 July 2026, being the last practicable date prior to the date of this report.

In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the 12 months from the date of approval of the financial statements. This information includes management prepared cash flow forecasts for the Group.

The Directors have assessed that to meet its forecasted cash requirements, the Group is dependent on cash generated from new revenue contracts, continued support from its loan holders and/or obtaining further funding in the form of debt/equity. As discussed above and in note 11, post period, the Company has raised a total of £875k under a new convertible loan note instrument. The Directors are confident that the actions required to maintain the going concern position of the Group can be achieved as successfully demonstrated in the past. As a result, the Board continues to adopt the going concern basis of accounting in preparing the financial statements.

The uncertainty around management's estimation of winning new revenue contracts and/or obtaining additional funding gives rise to a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Therefore, the Directors consider the Group to be a going concern but have identified a material uncertainty in this regard.

* The comparative figures for H1 2025 are for continuing operations only (see the financial statements for further detail on discontinued operations). In addition, in the Company's H1 2025 results announcement of 30 July 2025, £2,179 was reported as cost of sales, which, during the FY 2025 audit process, was reclassified as administrative expenses. Accordingly, administrative expenses for H1 2025 were £217k as opposed to the £215k that was reported in the H1 2025 results announcement.   

Directorate Change

Post period, on 8 May 2026, in the interest of reducing costs while the Company's revenue generation remains constrained, Charles Yong Kai Yee and Dwight Mighty resigned as Directors of the Company with immediate effect.

Principle Risks and Uncertainties

The principal risks and uncertainties that could have a material impact on the Group's performance over the remaining half of the financial year have not changed from those that are set out in detail in the Group's annual report & accounts for the year ended 31 October 2025.

·      Financial - The key financial risk is that of funding the continued development of the business with the current cash reserves, whilst protecting shareholder value.

·      Partners - A key element of the Group's strategy to capitalise on the demand for data centre construction projects is its partnership with Centslink. The Group is reliant on its partners to deliver their obligations under the partnership.

·      Competition - The success of the Group is dependent on its ability to secure and deliver IT consultancy projects and, in partnership with Centslink, data centre construction projects. The key risk to these activities is competition from other service providers, which may prevent the Group from winning business and/or result in pricing pressure.

·      Suppliers - Some of the Group's technical infrastructure and software is, and will continue to be, sourced from third-party suppliers and partners. The removal from the market of one or more of these third-party suppliers or interruption in supply could quickly and adversely affect the Group's operations and result in the loss of revenue or additional expenditure. The Group's new strategy to focus on the data centre construction market could be negatively impacted by the ability, timeline or cost to obtain key components.

·      Energy and sustainability - The Group's strategy to focus on the data centre construction market requires data centres to have access to reliable, high-capacity power. The increasing demand for energy can cause grid capacity constraints and increased pricing, which can impact the viability or timing of a project. In addition, environmental and sustainability pressures and regulation can add another layer complexity to data centre construction.

Responsibilities Statement  

The Directors confirm to the best of their knowledge:

·      the interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting;

·      the interim financial statements give a true and fair view of the assets and liabilities, financial position and loss of the Group;

·      the Interim Report includes a fair review of the information required by DTR 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and their impact on the interim financial information, and a fair description of the principal risks and uncertainties for the remaining six months of the year; and

·      the interim financial information includes a fair review of the information required by DTR 4.2.8R, being the information required on related party transactions.

A list of current Directors is maintained on the Company's website: https://aiqhub.com/

The interim financial statements were approved by the Board of Directors and the above responsibility statement was signed on its behalf by:

Li Chun Chung

Executive Director

Enquiries

AIQ Limited	c/o [phone]
Harry Chathli, Chairman
Guild Financial Advisory Limited (Financial Adviser)	[phone]
Ross Andrews
Gracechurch Group (Financial PR)	[phone]
Claire Norbury

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 APRIL 2026

	Note	Six months ended 30 April 2026 Unaudited £	Six months ended 30 April 2025 Unaudited £	Year ended 31 October 2025 Audited £
Revenue from continuing operations		-	-	-
Cost of sales from continuing operations		-	-	-
Gross profit from continuing operations(1)		-	-	-
Other income		-	-	-
Administrative expenses(1)		(211,061)	(217,342)	(441,505)
Gain/(loss) on foreign exchange		1,381	(418)	2,131
Operating loss from continuing operations		(209,680)	(217,760)	(439,374)
Finance income		-	-	-
Finance costs		(14,498)	(15,064)	(25,000)
Loss before taxation from continuing operations		(224,178)	(232,824)	(464,374)
Taxation		-	-	-
Loss for the year from continuing operations		(224,178)	(232,824)	(464,374)
Profit/(loss) on discontinued operations net of tax		-	-	16,785
Loss attributable to equity holders of the Company from continuing and discontinued operations		(224,178)	(232,824)	(447,589)
Other comprehensive loss (items that may be reclassified subsequently to profit and loss):
Foreign exchange translation differences recycled on winding up		-	-	(16,785)
Foreign exchange translation difference		983	670	(353)
Comprehensive loss for the period		(223,195)	(232,254)	(464,727)
Loss attributable to:
Owners of the Group on continuing activities		(222,762)	(232,824)	(462,635)
Non-controlling interest of the Group on continuing activities		(1,416)	-	(1,739)
Owners of the Group on discontinued activities		-	-	16,785
		(224,178)	(232,824)	(447,589)
Total comprehensive (loss)/profit attributable to:
Owners of the Group on continuing activities		(221,779)	(232,254)	(479,773)
Non-controlling interest of the Group on continuing activities		(1,416)	-	(1,739)
Owners of the Group on discontinued activities		-	-	16,785
		(223,195)	(232,254)	(464,727)
Basic and diluted loss per share on continuing (£) activities	6	(0.0034)	(0.004)	(0.0072)
Basic and diluted (loss)/earnings per share on discontinued activities (£)		(0.000)	(0.000)	0.0003
Basic and diluted loss per share on loss for the period (£)		(0.0034)	(0.004)	(0.0069)

⁽¹⁾ In the Company's results announcement of 30 July 2025 for the six months ended 30 April 2025 ("H1 2025 results announcement"), £2,179 was reported as cost of sales, which, during the FY 2025 audit process, was reclassified as administrative expenses. Accordingly, cost of sales from continuing operations and gross profit from continuing operations for H1 2025 was £nil compared with the £2,179 reported in the H1 2025 results announcement and administrative expenses were £217,342 as opposed to the £215,163 that was reported in the H1 2025 results announcement. All other details remain unchanged.  

The accompanying notes form an integral part of these consolidated financial statements

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2026

	Note			As at 30 Apr 2026 Unaudited £	As at 31 Oct 2025 Audited £
Assets
Non-current assets
Property, plant and equipment				1,406	2,031
				1,406	2,031
Current assets
Trade and other receivables				29,135	30,961
Cash and cash equivalents				56,746	19,922
Total current assets				85,881	50,863
Total assets				87,287	52,914
Equity and liabilities
Capital and reserves
Share capital	8			647,607	647,607
Share premium				6,019,207	6,019,207
Share warrant reserve	9			12,000	12,000
Foreign currency translation reserve				(8,948)	(9,931)
Accumulated losses				(8,099,096)	(7,876,334)
				(1,429,230)	(1,207,451)
Non-controlling interest				11,724	13,140
Total equity				(1,417,506)	(1,194,311)
Liabilities
Current liabilities
Trade payables				874	-
Accruals and other payables				131,732	144,417
Loans				872,187	602,808
Total current liabilities				1,004,793	747,225
Non-current liabilities
Convertible loan notes	10			500,000	500,000
Total non-current liabilities				500,000	500,000
Total equity and liabilities				87,287	52,914

The accompanying notes form an integral part of these consolidated financial statements

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 APRIL 2026

				Share capital		Share premium	Share warrant reserve	Translation reserve	Accumulated losses	Non-controlling interest	Total equity
				£		£	£	£	£	£	£
Balance as at 31 October 2024 (Audited)				647,607		6,019,207	12,000	7,207	(7,430,484)	-	(744,463)
Total comprehensive profit/(loss) for the period				-		-	-	670	(232,824)	-	(232,154)
Balance at 30 April 2025 (Unaudited)				647,607		6,019,207	12,000	7,877	(7,663,308)	-	(976,617)
Balance as at 31 October 2025 (Audited)				647,607		6,019,207	12,000	(9,931)	(7,876,334)	13,140	(1,194,311)
Total comprehensive profit/(loss) for the period				-		-	-	983	(222,762)	(1,416)	(223,195)
Balance at 30 April 2026				647,607		6,019,207	12,000	(8,948)	(8,099,096)	11,724	(1,417,506)

Share premium - Represents amounts received in excess of the nominal value on the issue of share capital less any costs associated with the issue of shares.

Accumulated losses - The accumulated losses reserve includes all current and prior periods retained profits and losses.

Share warrant reserve - Amount arising on the issue of warrants during the year.

Foreign currency translation reserve - The translation reserves includes foreign exchange movements on translating the overseas subsidiaries records, denominated HK$ and US$, to the presentational currency, GBP.

Non-Controlling Interest (NCI) represents the equity in a subsidiary that is not attributable to the parent company. It reflects the share of net assets and profit/loss that belongs to minority shareholders.

The accompanying notes form an integral part of these consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 APRIL 2026

		Six months ended 30 April 2026 Unaudited £		Six months ended 30 April 2025 Unaudited £	Year ended 31 October 2025 Audited £
Cash flows from operating activities
Loss before taxation from continuing operations		(222,762)		(232,824)	(464,374)
Loss before taxation from discontinued operations		-		-	16,785
Loss before taxation		(222,762)		(232,824)	(447,589)
Adjustments for:
Taxation		-		-	-
Depreciation		593		1,186	2,251
Interest expense		12,500		12,500	25,000
Foreign currency translation reserve				-	(16,785)
Foreign exchange		32		45	544
Operating loss before working capital changes		(209,637)		(219,093)	(436,579)
Decrease in receivables		410		4,679	3,696
Decrease in payables		(24,311)		(60,022)	(43,774)
Income tax paid		-		-	(3,484)
Net cash used in operating activities from continued and discontinued operations		(233,538)		(274,436)	(480,141)
Cash flows from investing activities
Acquisition of plant and equipment		-		-	-
Net cash used in investing activities from continued and discontinued operations		-		-	-
Cash flows from financing activities
Proceeds from loan		269,379		270,323	455,499
Net cash inflow in financing activities from continued and discontinued operations		269,379		270,323	455,499
Net increase/(decrease) in cash and cash equivalents from continued and discontinued operations		35,841		(4,113)	(24,642)
Cash and cash equivalents at beginning of the period		19,922		44,356	44,356
Effect of exchange rates on cash and cash equivalents		983		670	208
Cash and cash equivalents at end of the period from continued and discontinued operations		56,746		40,913	19,922

The non-cash movement from financing activities was £12,500 (H1 2025: £12,500) on account of the accrual of interest on loan notes (refer to note 10).

The accompanying notes form an integral part of these consolidated financial statements

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. GENERAL INFORMATION

AIQ Limited ("the Company") was incorporated and registered in The Cayman Islands as a private company limited by shares on 11 October 2017 under the Companies Law (as revised) of The Cayman Islands, with the name AIQ Limited, and registered number 327983.

The Company's registered office is located at 5th Floor Genesis Building, Genesis Close, PO Box 446, Cayman Islands, KY1-1106.

The Company's ordinary shares are listed on the Equity Shares (Transition) category of the Official List and trade on the Main Market of the London Stock Exchange.

The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries (the "Group").

2. PRINCIPAL ACTIVITIES

The principal activities of the Group currently comprise the delivery of information technology (IT) solutions for clients through the provision of IT consultancy.

3. ACCOUNTING POLICIES

a) Basis of preparation

The condensed consolidated interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and International Accounting Standard 34 "Interim Financial Reporting" (IAS 34). Other than as noted below, the accounting policies applied by the Group in these condensed interim financial statements are the same as those set out in the Group's audited financial statements for the year ended 31 October 2025. These financial statements have been prepared under the historical cost convention and cover the six-month period to 30 April 2026.

These condensed financial statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the audited financial statements for the year ended 31 October 2025.

The condensed interim financial statements are unaudited and have not been reviewed by the auditors and were approved by the Board of Directors on 28 July 2026.

The financial information is presented in Pounds Sterling (£), which is the presentational currency of the Company.

A summary of the principal accounting policies of the Group are set out below.

b) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries made up to the end of the reporting period. Subsidiaries are entities over which the Group has control. The Group controls an investee if the Group has power over the investee, exposure to variable returns from the investee, and the ability to use its power to affect those variable returns.

The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity. Inter-company balances and transactions between Group companies are therefore eliminated in full. The financial information of subsidiaries is included in the Group's financial statements from the date that control commences until the date that control ceases.

The Group discontinued its operation in Malaysia during the year to 31 October 2023 (and which was finally dissolved on 10 February 2025) as part of its consolidation strategy to save cost and focus on operations in Hong Kong and therefore the loss from discontinued operations in the consolidated statement of comprehensive income pertaining to discontinued operations were presented in line with IFRS 5- Non-current assets held for sale and discontinued operations.

c) Going concern

The Group incurred losses of £224k during the period and cash outflows from operating activities of £234k. As at 30 April 2026, the Group had net current liabilities of £918k and cash and cash equivalents of £57k. The Group's cash position was £878k as at 28 July 2026, being the last practicable date prior to the date of this report.

In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the 12 months from the date of approval of the financial statements. This information includes management prepared cash flows forecasts for the Group.

The Directors have assessed that to meet its forecasted cash requirements, the Group is dependent on cash generated from new revenue contracts, continued support from its loan holders and/or obtaining further funding in the form of debt/equity. As discussed in note 11, post period, the Company has raised a total of £875k under a new convertible loan note instrument. The Directors are confident that the actions required to maintain the going concern position of the Group can be achieved as successfully demonstrated in the past. As a result, the Board continues to adopt the going concern basis of accounting in preparing the financial statements.

The uncertainty around management's estimation of winning new revenue contracts and/or obtaining additional funding gives rise to a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Therefore, the Directors consider the Group to be a going concern but have identified a material uncertainty in this regard.

4. SUBSIDIARIES

The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries (the "Group") as follows:

Name	Place of incorporation	Registered address	Principal activity	Effective interest
				30.04.2026	31.10.2025
Alcodes International Limited	Hong Kong	Room 47, Smart-Space FinTech, Level 4, Core E, Cyberport 3, 100 Cyberport Road, Hong Kong	Software and app development	100%	100%
AIQ Vision Limited	Cayman Islands	Conyers Trust Company, (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1- 1111, Cayman Islands	Providing AI, high-performance computing and cloud services to upgrade the digital infrastructure of companies and data centres	60%	60%

5. SEGMENT REPORTING

IFRS 8 defines operating segments as those activities of an entity about which separate financial information is available and which are evaluated by the Board of Directors to assess performance and determine the allocation of resources. The Board of Directors is of the opinion that under IFRS 8 the Group has only one operating segment, information technology product and services. The Board of Directors assesses the performance of the operating segment using financial information that is measured and presented in a manner consistent with that in the financial statements.

6. LOSS PER SHARE

The Company presents basic and diluted earnings per share information for its ordinary shares. Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. Diluted loss per share is determined by adjusting the loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

There is no difference between the basic and diluted loss per share, as the Company's warrants and loan notes are anti-dilutive in nature and therefore the diluted loss per share has not been presented.

			Six months ended 30 April 2026	Six months ended 30 April 2025	Year ended 31 October 2025
Loss attributable to ordinary shareholders (£)			(222,762)	(232,824)	(447,589)
Continuing operations			(222,762)	(232,824)	(464,374)
Discontinued operations			-	-	16,785
Basic - Weighted average number of shares			64,760,721	64,760,721	64,760,721
Basic loss per share (expressed as £ per share)
from continuing operations			(0.0034)	(0.004)	(0.0072)
from discontinued operations			-	-	0.0003
loss for the year			(0.0034)	(0.004)	(0.0069)

7. INCORPORATION OF SUBSIDIARY

Incorporation of AIQ Vision Limited

On 13 August 2025, the Company incorporated AIQ Vision Limited, in which it has a 60% shareholding, in the Cayman Islands. AIQ Vision incurred losses of £3,540 for the 6 months to 30 April 2026 (£4,347 for the period to 31 October 2025).

The principle activity of AIQ Vision is providing artificial intelligence, high performance computing and cloud services to upgrade the digital infrastructure of companies and data centres.

			US$	£
	Ordinary shares issued of		50,000	37,197
Percentage held		60%		60%
Value of investment held by AIQ		30,000		22,318
Non-controlling interest share in share capital			20,000	14,879
Non-controlling interest share in loss brought forward			2,312	1,739
Total non-controlling interest at 31 October 2025			17,688	13,140
Non-controlling interest share in loss 6 months to 30 April 2026			3,540	1,416
Total non-controlling interest at 30 April 2026			14,148	11,724

8. SHARE CAPITAL

			Number		Nominal value £
	Authorised
	Ordinary shares of £0.01 each		800,000,000		8,000,000
	Issued and fully paid:
	As at 30 April 2026		64,760,721		647,607
		Six months ended		Year ended
		30 April 2026		31 Oct 2025
		£		£
As at beginning of the period		647,607		647,607
Issued during the period		-		-
As at end of the period			647,607	647,607

9. SHARE WARRANT RESERVE

On 3 October 2022, the Company granted 300,000 warrants to Guild Financial Advisory ("GFA"), the Company's corporate adviser, exercisable at a price of £0.01 for a period of up to ten years. The warrants were granted in return in part for their corporate financial services carried out for a period of 12 months whereby it was agreed that GFA would provide services for an amount of £24,000 with £12,000 being settled in cash and the balance of £12,000 represented by the issue of the warrants. As a result of this, the fair value of the warrants was deemed to be £12,000 spread evenly over the 12-month period of the contract, £1,000 was expensed in October 2022 and £11,000 was expensed during the year to October 2023 and £12,000 was taken to a warrant reserve.

10. CONVERTIBLE LOAN NOTES

On 24 January 2022, the Company entered into an unsecured convertible loan note agreement (the "Original Convertible Loan Note Facilities") for a total subscription of £500,000 (the "Original Loan Notes").

On 31 July 2023, the Company came to an agreement to extend the expiration date of the Original Loan Notes by a period of 12 months from 24 January 2024 to 24 January 2025; on 24 February 2025, it was agreed to further extend the expiration date to 31 January 2027; and, on 12 February 2026, it was agreed to further extend the expiration date to 1 July 2028. Post period, on 3 July 2026, it was agreed to further extend the expiration date to 3 July 2028. Other changes agreed on 3 July 2026 to the Original Loan Notes are as follows:

-  the conversion price has been amended to 5p per ordinary share (previously 11p); in return for the lowering of the conversion price, the holders of the Original Loan Notes have also agreed to forego any future interest payable on their respective notes from the date of the signing of their deeds of variation on 3 July 2026 (with Original Loan Notes having previously attracted interest at a rate of 5% per annum); and

- the Original Loan Notes are now freely transferrable, subject to satisfactory KYC and AML being carried out on proposed transferees.

All other details of the Original Convertible Loan Note Facilities remained unchanged, namely that the Original Loan Notes can be repaid, in part or in full, by the Company on 31 December in any year prior to the expiration date by giving not less than 14 days' written notice to the noteholders.

11. POST BALANCE SHEET EVENTS

Directors' Resignations

On 8 May 2026 Charles Yong Kai Yee and Dwight Mighty resigned as Directors of the Company.

Convertible Loan Notes

On 3 July 2026, Li Chun Chung, Soon Beng Gee (on behalf of GBS Infinity Holding Ltd) and Lee Chong Liang (on behalf of ML Infinity Holding Ltd) signed agreements by way of deeds of variation to amend certain terms of their Original Convertible Loan Note Facilities as detailed in note 10 above.

Also on 3 July 2026, the Company entered into a convertible loan note agreement with China International Securities Ltd (the "New Noteholder"), a Hong Kong-based securities firm, for the issue of up to £2m of unsecured interest-free convertible loan notes (the "New Loan Notes").

To date, the Company has issued a total of £875k New Loan Notes. The remaining New Loan Notes of up to £1,125k may be issued in tranches up to and including 14 August 2026.

The New Loan Notes have an expiration date of 3 July 2028 ("Expiration Date") and can be repaid, in part or in full, by the Company on 31 December in any year prior to the Expiration Date by giving not less than 14 days' written notice to the New Noteholder.

The New Loan Notes shall be convertible into new ordinary shares of the Company at a price of 5p per ordinary share. The New Loan Notes shall be convertible, in part or in full, at any time from the date of issue until the Expiration Date by the New Noteholder giving to the Company at least one week's written notice (the "Conversion Notice"), provided that such conversion would not result in the New Noteholder (together with any persons acting in concert with them) holding, owning or controlling more than 25% of the total issued ordinary share capital of the Company (or the total voting rights exercisable at a general meeting of the Company) immediately following such conversion.

In the event of the Company receiving a Conversion Notice in circumstances where the Company would be required to publish a prospectus in relation to the application to trading of such Ordinary Shares, the Company shall have the sole right to reject such notice. In addition, the New Noteholder shall not be permitted to issue a Conversion Notice if they are in possession of any unpublished price sensitive or inside information as such terms are defined in the UK Criminal Justice Act 1993 and the Market Abuse Regulation (as in force in the United Kingdom).

 

END