Company Announcements

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of England and Wales. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

Press Release

30 April 2026

Ashington Innovation plc

("Ashington" or "the Company")

Annual results

Ashington Innovation plc (LSE: ASHI; FSE: 6FW), a special purpose acquisition company ("SPAC"), announces its audited results for the 12 months ended 31 December 2025.

Management report

Ashington Innovation plc was incorporated as a Special Purpose Acquisition Vehicle (SPAC). The Company's objective remains that of generating an attractive rate of return for its shareholders, predominantly through capital appreciation, by taking advantage of opportunities to acquire companies or businesses primarily in the technology sector and to operate those that it acquires.

During the year under review, despite reviewing many potential opportunities, both in the UK and overseas, and entering initial discussions with several of them, as at the date of this Annual Report, the Company has not identified any specific acquisition targets into which more detailed negotiations have been entered. Initial discussions continue as the Company continues to actively seek a suitable acquisition target, and the intention remains to acquire a controlling interest in target business(es) or company(ies).

No revenue was generated during the year, and while the Company pursues its long-term strategy to seek an acquisition target, it nevertheless needs to fund the overheads associated with maintaining its status as a listed company. The Directors continue to maintain a strict control over these running costs, and the loss before tax of £199,094 has been considerably reduced from the previous year's loss of £268,558. 

The full annual report is available for download from the Company's website (www.ashingtoninnovation.com).

For further information please contact:

About Ashington Innovation plc

Ashington Innovation plc is a special purpose acquisition company (SPAC), formed with the intention of acquiring businesses operating in the technology sector, in particular the financial services technology and deep technology sectors. The Company is not limited to any specific geographic region in identifying its target companies. www.ashingtoninnovation.com.

Forward-looking statements:

This announcement may contain "forward-looking" statements and information relating to the Company. These statements are based on the beliefs of Company management, as well as assumptions made by and information currently available to Company management. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.

ASHINGTON INNOVATION PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

Basic and diluted loss per share
Year ended 31 December 2025: (0.27p)
Year ended 31 December 2024: (0.37p)

There is no other comprehensive income. The loss for the year is the same as the total comprehensive income for the year attributable to the owners of the Company.

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board of directors and were signed on its behalf by:

P E Presland
Director

29 April 2026

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. General Information

Ashington Innovation PLC (the 'Company') is a public company incorporated in England and Wales and domiciled in the United Kingdom. The Company's registered office is at 27/28 Eastcastle Street, London, W1W 8DH.

The Company's principal activity is that of a Special Purpose Acquisition Company.

These financial statements are presented in pounds sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.

2. Material Accounting policies

2.1 Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively UK adopted IFRS) and those parts of the Companies Act 2006 that are relevant to companies reporting in accordance with UK adopted IFRS.

The financial statements have been prepared under the historical cost convention unless otherwise specified within the accounting policies.

In preparing the financial statements, management made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The Directors do not consider there to be any critical judgements that have been made in arriving at the amounts recognised in the financial statements.

2.2 Going concern

As at 31 December 2025, the Company had cash at bank of £50,565 but made a loss for the year ended at that date of £199,094 and has an accumulated deficit on the statement of comprehensive income of £1,741,176. The Company was established as a Special Purpose Acquisition Company and, as such is unlikely to make any profit until the completion of a suitable acquisition.

During the previous year, the Company raised £199,990 net of costs through the issue of new Ordinary shares to new investors, but the Directors recognise that further funding is required under the Company's long-term plan to continue to seek acquisition candidates. The Company has signed a loan facility with its largest shareholder but also plans to raise significant further equity capital either from existing or new investors. However, the plans to raise additional equity capital from existing and new shareholders, and the successful completion of a suitable acquisition are matters that are not entirely within the control of the Directors and represent a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. Despite this uncertainty, the loan facility the Company has signed, has been increased and extended post year end. The original loan facility of £200,000, as stated in Note 10 Borrowings, which had a repayment term of 31 December 2026 has now been increased to £350,000 and the repayment term extended to 31 December 2027.

The Directors have a reasonable expectation that the Company has adequate resources or access to further capital to continue in operational existence for the foreseeable future and for this reason will continue to adopt the going concern basis in the preparation of its financial statements.

2.3 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

(i) Current tax

There is no tax payable as the Company has made a taxable loss for the year. Taxable loss differs from 'Loss for the year' 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 current tax liability would be ordinarily calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

(ii) Deferred tax

Deferred tax liabilities are generally recognised for all taxable temporary differences between accounting profits/ losses and taxable profits/ losses. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The measurement of deferred tax liabilities and assets reflects 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. 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 future taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are calculated 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.

(iii) Current and deferred tax for the period

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

2.4 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

2.5 Financial instruments

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial liabilities including trade and other payables are non-interest bearing and carried at the original invoice amount. Trade payables represent obligations to pay for services that have been provided in the ordinary course of business. All financial liabilities approximate to fair value due to the short-term nature of the financial instruments.

Financial liabilities that are non-current and do not carry interest are recognised at their fair value. Initially this is measured as the present value of all future cash flows, discounted using the prevailing market interest rates for a comparable instrument with a similar credit rating. For shareholder loans, the difference between the cash received and the present value is treated as a capital contribution and recorded in equity. Subsequently the changes in fair value at each reporting date are recognised in the statement of comprehensive income.

2.6 Share Capital and Share Premium

Ordinary shares are classified as equity and are carried at par value. Share premium represents the excess money received for issued shares above the par value, net of transaction costs.

2.7 Accumulated Deficit

Accumulated deficit is classified as equity and represents the accumulated trading losses of the Company.

2.8 Share-based payments

The Company has issued warrants to initial investors and certain counterparties and advisers.

Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of the grant, equating to the end date the Company and counterparty had a shared understanding of the terms and conditions of the agreement. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

2.9 Recently released Standards / Interpretations

The Company has resolved not to early adopt new or revised standards and interpretations with an effective date after the date of these financial statements. The Company intends to adopt these standards as soon as they become effective.

The Company has applied the following amendments for the first time for their annual reporting period commencing 01 January 2025:

· Lack of Exchangeability - Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates

The Directors do not anticipate that the adoption of these new or revised standards and interpretations will have a material impact on the Company's financial statements in the period of initial application.

The following new standards, amendments to standards, and interpretations have been issued, but are not effective for the reporting period commencing 01 January 2025 and have not been early adopted:

· 01 January 2026 - (Amendments to IFRS9 and IFRS 7) Amendments to classification and measurement requirements for financial instruments
· 01 January 2027 - IFRS18 Presentation and Disclosure in Financial Statements
· 01 January 2027 - (IFRS 19) Subsidiaries without Public Accountability: Disclosures

The Directors do not believe the new and amended standards will have a material effect on the Company.

2.10 Segmental reporting

As the Company operates as a single business unit with no activities that are distinct reportable segments, then IFRS 8's segment reporting requirements do not apply.

3. Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditors:

The auditor provided no non-audit services during the year or prior period.

4. Employee benefit expenses

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including the Directors of the Company listed on page 6.

The monthly average number of persons, including the Directors, employed by the Company during the year was as follows:

5. Directors' remuneration

Directors' emoluments include salary and fees paid to Directors.

A breakdown of the remuneration paid to each Director who served during the year is included within the Directors Remuneration Report on page 10, which also provides details of share-based payments.

6. Tax expense

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:

Factors affecting the current year tax charge

No liability to UK corporation tax arose on the ordinary activities for the current period.

The Company has estimated excess management expenses of £1,739,978 (2024: £1,540,884) available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset at a rate of 25% (2024: 25%) of approximately £434,995 (2024: £385,221) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

Changes in tax rates and factors affecting the future tax charges

There were no factors that may affect future tax charges.

The Company has assessed the impact of the Pillar Two model rules on its financial statements. Based on the Company's current operations and tax structure, the implementation of these rules does not have a material impact on the Company's financial position, results of operations, or cash flows.

7. Earnings per share

Basic earnings per share

Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of Ordinary shares in issue during the year:

For the financial year ended 31 December 2025 and the year ended 31 December 2024, basic loss per share and diluted loss per share are the same due to the effect of warrants being non-dilutive in light of the loss per share.

8. Trade and other receivables

9. Trade and other payables

As detailed in Note 18, Prior Year Reclassification, a previously categorised other payable balance at 31 December 2024 has been recategorised within borrowings and is disclosed in Note 10.

10. Borrowings

In December 2025, the Company entered into a formal loan facility with a Director, who was also a shareholder, for an amount of £200,000. During the year, the amount loaned to the Company totalled £118,230 and the loan is repayable on 31 December 2026.

The loan was recognised initially at its fair value of £103,884, which was determined by discounting the future cash flows at a market rate of 12.0% per annum. Subsequently, the loan was measured using the effective interest rate method, and an interest charge recorded in the Statement of Comprehensive Income.

The difference between the outstanding amount loaned of £118,230 and the fair value on inception of the formalisation of the terms of the loan of £103,884, which totals £14,346, was recognised as a capital contribution within 'Other Reserves'. The increase in borrowings during the year was £51,039 as shown on the Statement of Cash Flows and this consists of the movement shown above from 31 December 2024 to 31 December 2025 of £36,693 and the capital contribution of £14,346.

Borrowings consist of transactions with related parties which are disclosed in detail in Note 17.

11. Share capital

Issued and fully paid

During the prior year there were two new share issues.
10,000,000 Ordinary £0.01 shares were issued on 01 August 2024 and £0.02 was paid per share.
2 Ordinary £0.01 shares were issued on 01 August 2024 and £0.01 was paid per share.

The Ordinary Shares have attached to them full voting, dividend and capital distribution (including on winding up) rights, they do not confer any rights of redemption.

12. Reserves

Share premium

The share premium account is a non-distributable capital reserve that represents the excess money received for issued shares above the par value, net of transaction costs.

A premium of £99,990 was paid on shares issued during the prior year. At the Balance Sheet date, the total cumulative share premium was £915,988.

Retained earnings

All reserves in respect of profit and loss are distributable reserves.

Other Reserve

This non-distributable reserve represents the discount element of an interest free shareholder loan.

13. Financial instruments - fair values and risk management

Accounting classifications and fair values

The following table shows the carrying amounts of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount approximates to fair value.

Financial Assets and Liabilities

Financial assets and liabilities are recognised on the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial risk management objectives

The Company's primary objective of financial risk management is to ensure financial stability through the identification and assessment of financial risks and developing suitable methods to mitigate these risks.

Credit Risk

The Company will only trade with third parties it recognises as being creditworthy. Cash and cash equivalents are deposited only with a financial institution that satisfy required credit criteria. There are no trade receivable balances at the balance sheet date, but the Company will closely monitor any future receivable balances to ensure such balances are fairly stated.

Market risk

The Company's overall risk management programme considers the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

Liquidity risk

The Company has no borrowing that exposes it to liquidity risk. It closely monitors liquid assets in the short term through the control and review of all costs.

No maturity analysis has been prepared because there are no contractual maturities and all trade payables will be due for payment within supplier credit terms of 3 months or less.

Fair Values of Financial Assets and Liabilities

The Directors consider that the fair value of the Company's financial assets and liabilities, other than borrowings, are not considered to be materially different from their book values. Borrowings are initially recognised at their fair value and subsequently the changes in fair value at each reporting date are recognised in the statement of comprehensive income.

14. Controlling party

As at 31 December 2025 there is no ultimate controlling party.

15. Warrants

On 31 May 2023 the Company entered into an arrangement to issue warrants to senior management, including the Directors, of the company. These warrants will entitle the warrant holder to subscribe, following (and conditional upon) completion of an acquisition, for such a number of Ordinary Shares as is equal, in aggregate, to 5% of the number of new Ordinary Shares to be issued as consideration shares pursuant to the acquisition at a subscription price of £0.03 per share. These warrants will be exercisable for a period of two years from the date of completion of the acquisition.

At the date of the warrant instrument being issued, the number of consideration shares that will be issued following an acquisition is unknown and therefore the number of shares subject to the warrants is unknown. The timing of an acquisition is also unknown and therefore the expiry date of the warrants is unknown. It is therefore not possible to disclose the number of warrants outstanding or exercisable at the beginning nor end of the period nor the weighted average remaining contractual life. No warrants were forfeited, expired nor were exercised during the period.

As the warrants are to be settled in ordinary shares of the company, they have been accounted for as an equity settled share-based payment in line with IFRS2.

Given the number of unknown factors outlined above, the fair value of warrants was determined by applying a Monte-Carlo simulation. The share-based payment charge for the warrants has been taken in full at the date of the warrant instrument being signed as there are no vesting conditions specified within the warrant instrument.

A Monte Carlo simulation requires a number of assumptions to be made. The key assumptions made to input into the Monte-Carlo simulation in respect of the warrants are as follows:

There were no changes to the warrants in issue or their terms. Accordingly, the Company recognised £Nil (2024: £Nil) of expenditure related to the warrants in the period.

16. Notes supporting statement of cash flows

17. Related Party Transactions

During the year the Company outsourced its administration services to Mainvalley Limited, a Company owned and controlled by Peter Presland, a Director of the Company. Mainvalley Limited charged the Company £18,000 (2024: £30,300) for these administration services.

At the Balance Sheet date, included within borrowings, was an amount owed of £104,923 (2024: £68,230) to Jason Smart, a Director of the Company. The loan to the Company, which is repayable on demand but not before 31 December 2026, is interest free and unsecured, and forms part of a loan facility of £200,000 in total signed in December 2025. Upon formalisation of the repayment terms, the other payable was recategorised as a borrowing liability.

18. Prior Year Reclassification

An existing payables balance, which was short-term, repayable on demand and previously categorised as other payables at 31 December 2024, has been recategorised within borrowings as at 31 December 2025 following the formalisation of repayment terms and the Directors assessing a material change in the nature of this balance during the year. As a result of this reclassification, and in accordance with IAS1.41, the comparative balance of £68,230 has been represented within borrowings. There has been no impact on opening retained earnings as a result of this reclassification.

Effect on 2024 Financial Statements (Restated)

19. Unusual or Exceptional items

Included within the administrative expenses total for 2024 of £268,751 is a credit in respect of VAT relating to prior period expenses of £84,317. The Company was given a backdated VAT registration date of 01 June 2023; however, this was not approved until 18 September 2024. As the approval date of the VAT registration was after the date the 2023 financial statements were signed, all expenses in the period ended 31 December 2023 were shown gross of VAT. The VAT credit recognised in 2024 administrative expenses is considered an unusual item in that it is a material non-recurring item.

20. Capital management and commitments

The Directors' objectives in capital management are to safeguard the Company's ability to continue as a going concern in order to provide returns for the shareholders and to maintain an optimal capital structure in order to reduce the cost of capital. At the balance sheet date, the Company had been financed by the introduction of capital as it was in the previous period. In the future the expected capital structure of the Company is expected to consist of borrowings and equity attributable to equity holders of the Company.

The Company is not currently subject to any externally imposed capital requirements.

There was no capital expenditure contracted for at the end of the reporting period but not yet incurred.