Schedule One - Roundhouse AI Ltd

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Roundhouse AI Ltd

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered and Trading Address

101 Telok Ayer Street, #03-02

Singapore 068574

COUNTRY OF INCORPORATION:

Singapore

COMPANY WEBSITE ADDRESS (CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26):

https://roundhouseai.io/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Roundhouse AI Ltd is a Singapore-based technology company which has developed and recently launched at roundhouseai.io its neutral data, identity and reputation infrastructure for the autonomous AI agent economy known as the Roundhouse Dashboard. The Dashboard records and verifies real settlement activity between AI agents and merchants, so that their identity and reliability can be assessed by others.

The AI agents' economy is rapidly expanding with AI agents beginning to move from answering questions to transacting, including initiating payments. Once AI agents start transacting at scale, its counterparties, merchants, organisations, credit bureaux will need a reference point to check if they can be "trusted". Roundhouse Dashboard is designed to allow observing real, evidenced AI agent activity, settlement history, counterparty concentration and activity patterns built from x402 settlements and on-chain identities, building the foundational dataset on which identity, reputation and Know Your Agent (KYA) analysis can be established.

The Company's near-term focus is on establishing data coverage and public credibility. The Dashboard demonstrates the scale and structure of the opportunity and to position Roundhouse as a reference point as the market matures.

The Company will now be rolling out additional commercial features, which are intended to package this same underlying data into standardised scores and benchmarks for each of these use cases and will be at the same time implementing its revenue generating model.

Roundhouse's ambition is to become the "Go To" trust, scoring and system-of-record layer for autonomous-agent activity.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary Shares of no par value each ("Ordinary Shares") for which Admission will be sought at an issue price of 5 pence (the "Placing Price"):

280,247,721 Ordinary Shares comprising:

- 250,247,721 Ordinary Shares; and

- 30,000,000 Placing Shares.

Ordinary Shares are and will remain freely transferable and have no restrictions as to transfer placed on them.

No Shares are or will be held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital raised on Admission: £1.5 million

Anticipated market capitalisation on Admission approx. c. £14 million at the Placing Price 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approx. 45 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

The Company's securities are currently admitted to the Access Segment of the Aquis Stock Exchange Growth Market ("Aquis"). Concurrently with the Admission, the Aquis listing will be cancelled.  

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

N

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors on Admission:

Matthew (Matt) Lodge, Chief Executive Officer and Executive Chairman

Elliot Francis Fielding, Finance Director

Marcus Yeoman, Independent Non-Executive Director (to be appointed before Admission)

Brian Stockbridge, Independent Non-Executive Director (to be appointed on Admission)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

(1)   Matthew Lodge is indirectly interested in a total of 78,311,411 Ordinary Shares in the Company including 65,698,823 Ordinary Shares held by Kaikalani Pte. Ltd, 10,612,588 Ordinary Shares held by Fidelio Partners Pte. Ltd and 2,000,000 Ordinary Shares held by Marallo Pte. Ltd

(2)   Interest of Kaikalani Pte. Ltd. is included in Matthew Lodge's overall shareholding and so should not be double counted. Matthew Lodge holds 100 ordinary shares in the capital of Kaikalani Pte Ltd, representing 100% of the issued share capital of Kaikalani Pte. Ltd.

(3)   Interest of Fidelio Partners Pte. Ltd is included in Matthew Lodge's overall shareholding and so should not be double counted. Matthew Lodge holds three ordinary shares in the capital of Fidelio Partners Pte. Ltd, representing 100% of the issued share capital of Fidelio Partners Pte Ltd.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)         31 March

(ii)        31 March 2026 (audited)

(iii)      

-     31 December 2026 (unaudited interims for six months ending 30 September 2026)

-     30 September 2027 (audited annual report for the year ending 31 March 2027) and    

-     31 December 2027 (unaudited interims for the six months ending 30 September 2027)

EXPECTED ADMISSION DATE:

13 October 2026

NAME AND ADDRESS OF NOMINATED ADVISER:

Beaumont Cornish Limited

5-10 Bolton Street

London

W1J 8BA

NAME AND ADDRESS OF BROKER:

Clear Capital Markets Limited

6^th Floor, Wilson's Corner

23-25 Wilson Street

London

EC2M 2DD

OTHER THAN IN THE CASE OF AN EXPRESS APPLICANT THAT IS NOT REQUIRED TO PRODUCE AN ADMISSION DOCUMENT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

An electronic copy of the admission document will be available on the Company's website at https://www.roundhouseai.io/

The admission document will contain full details about the Company and the admission of its securities.

DATE OF NOTIFICATION:

25 September 2026

NEW/ UPDATE:

NEW