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REGISTERED NUMBER: 09297297 (England and Wales)






















FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2023

FOR

SIGNAL VENTURES LTD

SIGNAL VENTURES LTD (REGISTERED NUMBER: 09297297)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023




Page

Company Information 1

Balance Sheet 2

Statement of Changes in Equity 3

Notes to the Financial Statements 4


SIGNAL VENTURES LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31ST DECEMBER 2023







DIRECTOR: Miss S Ciccone





REGISTERED OFFICE: 83 Cambridge Street
Pimlico
London
SW1V 4PS





REGISTERED NUMBER: 09297297 (England and Wales)





INDEPENDENT AUDITORS: George Hay & Company
Chartered Accountants
& Statutory Auditors
83 Cambridge Street
London
SW1V 4PS

SIGNAL VENTURES LTD (REGISTERED NUMBER: 09297297)

BALANCE SHEET
31ST DECEMBER 2023

2023 2022
Notes $    $    $    $   
FIXED ASSETS
Intangible assets 4 512,909 413,134
Tangible assets 5 - -
Investments 6 12,533,312 13,281,645
13,046,221 13,694,779

CURRENT ASSETS
Debtors 7 2,226,017 1,299,648
Cash at bank 468,010 397,121
2,694,027 1,696,769
CREDITORS
Amounts falling due within one year 8 3,320,955 3,996,166
NET CURRENT LIABILITIES (626,928 ) (2,299,397 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

12,419,293

11,395,382

CREDITORS
Amounts falling due after more than one
year

9

9,084,537

7,857,464
NET ASSETS 3,334,756 3,537,918

CAPITAL AND RESERVES
Called up share capital 148 148
Share premium 5,000,000 5,000,000
Other reserves 3,015,463 2,742,536
Retained earnings (4,680,855 ) (4,204,766 )
SHAREHOLDERS' FUNDS 3,334,756 3,537,918

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the director and authorised for issue on 25th September 2024 and were signed by:





Miss S Ciccone - Director


SIGNAL VENTURES LTD (REGISTERED NUMBER: 09297297)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST DECEMBER 2023

Called up
share Retained Share Other Total
capital earnings premium reserves equity
$    $    $    $    $   
Balance at 1st January 2022 148 (1,149,593 ) 5,000,000 1,975,152 5,825,707

Changes in equity
Total comprehensive income - (3,055,173 ) - 767,384 (2,287,789 )
Balance at 31st December 2022 148 (4,204,766 ) 5,000,000 2,742,536 3,537,918

Changes in equity
Total comprehensive income - (476,089 ) - 272,927 (203,162 )
Balance at 31st December 2023 148 (4,680,855 ) 5,000,000 3,015,463 3,334,756

SIGNAL VENTURES LTD (REGISTERED NUMBER: 09297297)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

1. STATUTORY INFORMATION

Signal Ventures Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the US Dollar ($).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Going Concern
The company has net current liabilities of ($626,928). In the event that additional funds are needed, the company is able to obtain funding from it's sole shareholder in the form of either an equity contribution or a loan. The shareholder gives assurances that they will be able to support the liquidity needs of the company for the foreseeable future and, at a minimum for the next twelve months.

Significant judgements and estimates
Critical accounting judgements concerning the future or key sources of estimation uncertainty at the balance sheet date that may have a significant risk of causing a material adjustment to the financial statements are as follows:

Listed investments
Listed investments are carried at market value.

Carrying value of unlisted investments
Management assesses on an ongoing basis whether there is any indication of impairment in relation to unlisted investments. If an indicator or condition is found to exist at the balance sheet date, management will assess the investment for impairment, by calculating its recoverable amount and comparing to its carrying value.

Patents and licences
Patents and licences are initially measured at cost. After initial recognition, they are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Patents and licences are being amortised evenly over their estimated useful life of five years.

Cryptocurrency asset
Cryptocurrency assets are carried at fair value. Revaluation gains are recognised in other comprehensive income and revaluation losses are recognised in the profit and loss Account. Deferred tax is provided on these gains/(losses) at the rate expected to apply when the assets are sold.

Tangible fixed assets
Tangible fixed assets are held at cost less accumulated depreciation and impairment charges.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful
life.
Fixtures and fittings - 33.33% straight line

SIGNAL VENTURES LTD (REGISTERED NUMBER: 09297297)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
The Company enters into financial 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 and investments in non-puttable ordinary shares, convertible loans, futures and options.

Financial assets that are measured at cost and amortised cost in accordance with Section 11 of FRS 102 are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

Listed fixed asset investments are carried at fair value. Revaluation gains/losses are recognised in the profit and loss account. Deferred tax is provided on these gains/losses at the rate expected to apply when the investments are sold.

Unlisted fixed asset investments are stated at historical cost less any provision for impairment. Realised and unrealised gains/losses are recognised in the profit and loss account.

Financial assets that are measured in accordance with Section 12 of FRS 102 are initially measured at fair value on the date the contract is entered in to and are subsequently measured at fair value through the profit and loss account. Futures and options are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

Financial liabilities that meet the conditions in Section 11 of FRS 102 are measured at amortised cost using the effective interest rate method. Financial liabilities that are payable or receivable within one year are measured at the undiscounted amount of the cash or other consideration expected to be paid or received. If the arrangement constitutes a financing transaction the company measures the financial liability at the present value of the future payment discounted at a market rate of interest for a similar financial liability.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

SIGNAL VENTURES LTD (REGISTERED NUMBER: 09297297)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2023

2. ACCOUNTING POLICIES - continued

Foreign currencies
The accounts are prepared using the United States Dollars ($USD) as the base currency and a Sterling (£GBP) exchange rate of £1:$1.27303 (2022: £1:$1.20582) as at 31 December 2023.

Assets and liabilities in foreign currencies are translated into dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Commissions receivable
Commissions receivable are recognised in the profit and loss account in the period the related contract is performed.

Other reserves
Other reserves relate to the discounting applied to the value of shareholder loans over the term of the loans.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2022 - 1 ) .

4. INTANGIBLE FIXED ASSETS
Patents
and Cryptocurrency
licences asset Totals
$    $    $   
COST OR VALUATION
At 1st January 2023 72,413 367,876 440,289
Revaluations - 114,258 114,258
At 31st December 2023 72,413 482,134 554,547
AMORTISATION
At 1st January 2023 27,155 - 27,155
Amortisation for year 14,483 - 14,483
At 31st December 2023 41,638 - 41,638
NET BOOK VALUE
At 31st December 2023 30,775 482,134 512,909
At 31st December 2022 45,258 367,876 413,134

Cost or valuation at 31st December 2023 is represented by:

Patents
and Cryptocurrency
licences asset Totals
$    $    $   
Valuation in 2021 - 743,677 743,677
Valuation in 2022 - (3,375,801 ) (3,375,801 )
Valuation in 2023 - 114,258 114,258
Cost 72,413 3,000,000 3,072,413
72,413 482,134 554,547

SIGNAL VENTURES LTD (REGISTERED NUMBER: 09297297)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2023

5. TANGIBLE FIXED ASSETS
Fixtures
and
fittings
$   
COST
At 1st January 2023
and 31st December 2023 4,805
DEPRECIATION
At 1st January 2023
and 31st December 2023 4,805
NET BOOK VALUE
At 31st December 2023 -
At 31st December 2022 -

The fixtures and fittings above are fully depreciated.

6. FIXED ASSET INVESTMENTS
Other
investments
$   
COST OR VALUATION
At 1st January 2023 13,281,645
Additions 199,991
Disposals (562,991 )
Revaluations (385,333 )
At 31st December 2023 12,533,312
NET BOOK VALUE
At 31st December 2023 12,533,312
At 31st December 2022 13,281,645


The market value of listed investments as at 31 December 2023 was $1,583,201 (2022: $1,531,524).

At 31 December 2023 there were unlisted investments held at cost less impairment to the value of $10,950,111 (2022: $11,750,121).

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
$    $   
Other debtors 1,416,754 470,000
Deferred tax 786,681 826,648
Prepayments and accrued income 22,582 3,000
2,226,017 1,299,648

SIGNAL VENTURES LTD (REGISTERED NUMBER: 09297297)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2023

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
$    $   
Trade creditors - 4,342
Other creditors 3,282,327 3,932,532
Accrued expenses 38,628 59,292
3,320,955 3,996,166

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
$    $   
Other creditors - 2-5 years 2,931,182 2,902,161
Other creditors > 5 years 6,153,355 4,955,303
9,084,537 7,857,464

Amounts falling due in more than five years:

Repayable otherwise than by instalments
Other creditors > 5 years 6,153,355 4,955,303

Further details of the balances falling due after more than one year are provided in Note 11.

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Marino Achilleos FCCA (Senior Statutory Auditor)
for and on behalf of George Hay & Company

11. RELATED PARTY DISCLOSURES

Amounts due in more than one year (see Note 10) relate to loans totalling $12,100,000 (2022: $10,600,000) from I Martinos, the ultimate controlling party. The loans are interest free and repayable between 2025 and 2033. In accordance with the company's accounting policies, the loans are recognised at their amortised cost of $9,084,537 (2022: $7,857,464).

The $100,000 loan which was due from Mr F Thaler, a connected party was fully repaid in February 2023. The loan was initially secured against certain assets of the borrower in the event of default.