10Share capital and reserves

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Ordinary shares (other than shares held in treasury) have full voting rights and full dividend rights. Treasury shares totaling 140,000 are excluded as at June 30, 2026 (December 31, 2025: 140,000). The Company is authorized to issue 1,000,000,000 ordinary shares and 10,000,000 preferred shares of a par value of $0.001 each.

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10Share capital and reserves (continued)

During the period 36,787,686 ordinary shares were issued as shown below:

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During the period, Yorkville converted Preferred Shares with an aggregate stated value of $23,000 thousand into 10,192,489 ordinary shares, with $2,000 thousand of the initial tranche outstanding as at June 30, 2026.

The commencement of the standby equity purchase agreement (the “Equity Purchase Agreement”) with Yorkville, included a commitment fee deliverable in Ordinary Shares valued at $2,000 thousand recognised as a share-based payment charge of £1,628 thousand. During the period, 50% of the commitment fee was settled in Ordinary Shares with an average share price of $2.99. The share-based payment reserve includes £755 thousand reflecting the remaining commitment fee.

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Nature and purpose of other reserves

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The share-based payments reserve is used to recognize the grant date fair value of options issued to employees but not exercised and equity-settled transactions with non-employees not yet settled.

The merger reserve is used to reflect any difference between the consideration and the book value of net assets acquired as part of a business combination.

The translation reserve arises as a result of the retranslation of overseas subsidiaries and the Company’s USD denominated balances in consolidated financial statements.

The warrant reserve is used to recognize the fair value of warrants issued in exchange for a fixed amount of cash or another financial asset for a fixed number of the Company’s ordinary shares (‘fixed-for-fixed condition’).

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10Share capital and reserves (continued)

The following warrants (and options) recognized within equity are issued but not exercised:

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The above warrants expire five-years after issuance (except for the SF Warrants, which expire 10-years after issuance). Each such warrant entitles the registered holder to purchase 1/10 of one share of common stock, meaning that ten warrants must be exercised for a holder of warrants to receive one ordinary share of the Company. These warrants and options meet the fixed-for-fixed criterion and are therefore recognized within other reserves until the point of exercise. The amount classified to other reserves on initial recognition reclassified to share capital and share premium upon exercise.