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Company No: 12639845 (England and Wales)

PRIMARY PORTAL SOLUTIONS LIMITED

Unaudited Financial Statements
For the financial period from 01 July 2023 to 31 December 2024
Pages for filing with the registrar

PRIMARY PORTAL SOLUTIONS LIMITED

Unaudited Financial Statements

For the financial period from 01 July 2023 to 31 December 2024

Contents

PRIMARY PORTAL SOLUTIONS LIMITED

COMPANY INFORMATION

For the financial period from 01 July 2023 to 31 December 2024
PRIMARY PORTAL SOLUTIONS LIMITED

COMPANY INFORMATION (continued)

For the financial period from 01 July 2023 to 31 December 2024
DIRECTORS L Groenendijk
I Leshem
C Osburg (Appointed 19 July 2024)
J Van Schoonheten
REGISTERED OFFICE Broadley House
2nd Floor
48 Broadley Terrace
London
NW1 6LG
United Kingdom
COMPANY NUMBER 12639845 (England and Wales)
ACCOUNTANT Gravita Business Services Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
United Kingdom
PRIMARY PORTAL SOLUTIONS LIMITED

BALANCE SHEET

As at 31 December 2024
PRIMARY PORTAL SOLUTIONS LIMITED

BALANCE SHEET (continued)

As at 31 December 2024
Note 31.12.2024 30.06.2023
£ £
Fixed assets
Tangible assets 3 9,921 7,671
Investments 4 900 900
10,821 8,571
Current assets
Debtors 5 82,251 282,371
Cash at bank and in hand 4,578,545 1,737,689
4,660,796 2,020,060
Creditors: amounts falling due within one year 6 ( 18,447) ( 30,162)
Net current assets 4,642,349 1,989,898
Total assets less current liabilities 4,653,170 1,998,469
Net assets 4,653,170 1,998,469
Capital and reserves
Called-up share capital 7 212 161
Share premium account 10,952,449 5,309,872
Profit and loss account ( 6,299,491 ) ( 3,311,564 )
Total shareholders' funds 4,653,170 1,998,469

For the financial period ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Primary Portal Solutions Limited (registered number: 12639845) were approved and authorised for issue by the Board of Directors on 25 July 2025. They were signed on its behalf by:

I Leshem
Director
J Van Schoonheten
Director
PRIMARY PORTAL SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial period from 01 July 2023 to 31 December 2024
PRIMARY PORTAL SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial period from 01 July 2023 to 31 December 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Primary Portal Solutions Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Broadley House, 2nd Floor, 48 Broadley Terrace, London, NW1 6LG, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Reporting period length

The previous accounting year was 12 month period ending 30 June 2023 as compared to current year which is 18 month period ending 31 December 2024. Periods are therefore not entirely comparable.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Fixtures and fittings 20 % reducing balance
Computer equipment 20 % reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

2. Employees

Period from
01.07.2023 to
31.12.2024
Year ended
30.06.2023
Number Number
Monthly average number of persons employed by the Company during the period, including directors 20 12

3. Tangible assets

Fixtures and fittings Computer equipment Total
£ £ £
Cost
At 01 July 2023 4,882 6,488 11,370
Additions 195 3,827 4,022
At 31 December 2024 5,077 10,315 15,392
Accumulated depreciation
At 01 July 2023 1,726 1,973 3,699
Charge for the financial period 644 1,128 1,772
At 31 December 2024 2,370 3,101 5,471
Net book value
At 31 December 2024 2,707 7,214 9,921
At 30 June 2023 3,156 4,515 7,671

4. Fixed asset investments

Investments in subsidiaries

31.12.2024
£
Cost
At 01 July 2023 900
At 31 December 2024 900
Carrying value at 31 December 2024 900
Carrying value at 30 June 2023 900

Investments in shares

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of entity Registered office Class of
shares
Ownership
31.12.2024
Ownership
30.06.2023
Held
Primary Portal Production Sp.Zo.o. Poland Ordinary 100.00% 100.00% Direct

5. Debtors

31.12.2024 30.06.2023
£ £
Trade debtors 31,306 57,146
Corporation tax 0 188,816
Other debtors 50,945 36,409
82,251 282,371

6. Creditors: amounts falling due within one year

31.12.2024 30.06.2023
£ £
Trade creditors 6,836 54
Other taxation and social security 0 ( 50)
Other creditors 11,611 30,158
18,447 30,162

7. Called-up share capital

31.12.2024 30.06.2023
£ £
Allotted, called-up and fully-paid
100,000 Ordinary shares of £ 0.001 each 100 100
38,265 A Ordinary shares of £ 0.001 each (30.06.2023: 35,724 shares of £ 0.001 each) 38 36
138 136
25,340 Seed Preference shares of £ 0.001 each 25 25
47,709 A Preference shares of £ 0.001 each (30.06.2023: nil shares) 48 0
73 25
211 161

In the financial period 2024 class A Ordinary shares were allotted with an aggregate nominal value of £2.541 and consideration of £285,329 was received.

In the financial period 2024 class A Preference shares were allotted with an aggregate nominal value of £47.709 and consideration of £5,357,244 was received.

8. Related party transactions

The Company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the Company is a wholly owned member.

At the year end the was company owed £224 (2023 - £19,802 was owed to) by directors of the company, in respect of interest free loans which are repayable on demand.