REGISTERED NUMBER: 13532868 (England and Wales)

for

Page

Company Information  

1

Group Strategic Report  

2

Report of the Directors  

3

Report of the Independent Auditors  

4

Consolidated Income Statement  

7

Consolidated Other Comprehensive Income  

8

Consolidated Statement of Financial Position  

9

Company Statement of Financial Position  

10

Consolidated Statement of Changes in Equity  

11

Company Statement of Changes in Equity  

12

Consolidated Statement of Cash Flows  

13

Notes to the Consolidated Statement of Cash Flows

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

A R Meunier

L Van Setten

K Hegarty

REGISTERED OFFICE:

14 Soho Square

London

W1D 3QG

REGISTERED NUMBER:

13532868 (England and Wales)

AUDITORS:

Parker Cavendish

Chartered Accountants

Registered Auditor

Suite 301, Stanmore Business

and Innovation Centre

Howard Road

Stanmore

Middlesex

HA7 1FW

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The company maintained its focus on core activities throughout the year, delivering steady growth supported by strong stakeholder relationships and improved operational execution. Revenue performance reflected the continued expansion of the business, underpinned by disciplined cost management and targeted strategic investments aimed at supporting long-term sustainability.

During the year, the company participated in a number of initiatives aimed to support the broader Tezos ecosystem, which are expected to have a positive impact on future outcomes. The company remains committed to responsible financial stewardship and to pursuing opportunities that reinforce its mission and long-term value creation.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have considered the principal risks and uncertainties facing the business. These include:

-Operational Risk: Risks associated with supply chain disruption, staffing, and regulatory compliance.

-Financial Risk: Currency fluctuations, interest rate movements, and credit risk.

The company monitors these risks closely and has implemented internal controls and risk management procedures to mitigate their impact.

FUTURE DEVELOPMENTS

The company aims to build on its current momentum by exploring growth opportunities across both established and emerging areas of activity. Continued investment in technology, talent, and infrastructure will support scalability and enhance operational resilience. The directors remain confident in the company's ability to deliver on its strategic priorities in the year ahead.

ON BEHALF OF THE BOARD:

K Hegarty - Director

29 August 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

A R Meunier

L Van Setten

Other changes in directors holding office are as follows:

K Hegarty was appointed as a director after 31 December 2024 but prior to the date of this report.

R A Maxe ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year.  Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.  In preparing these financial statements, the directors are required to:

-

select suitable accounting policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent;

-

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors,  Parker Cavendish, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

K Hegarty - Director

29 August 2025

Qualified Opinion

Basis for qualified opinion

The evidence available to us was limited as we were appointed as auditors after the year and were unable to carry out auditing procedures necessary to obtain adequate assurance regarding the opening balances and comparative figures because the financial statements for the year ended 31 December 2023 were not subject to an audit. Any adjustments to the opening balances would have a consequential effect on the profit for the year. In addition, the amounts shown as corresponding amounts for the year ended 31 December 2023 may not be comparable with the figures for the current period.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-

the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-

the parent company financial statements are not in agreement with the accounting records and returns; or

-

certain disclosures of directors' remuneration specified by law are not made; or

-

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- identification of laws and regulations applicable to the company which may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment and health & safety legislation;

- assessing the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal and other relevant correspondence;

- discussions with the management on consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- evaluation of internal controls designed to prevent and detect irregularities;

- performing analytical procedures to identify any unusual or unexpected relationships;

- testing journal entries to identify unusual transactions;

- assessing whether there was evidence of bias by the management in relation to accounting estimates;

- investigating the rationale behind significant or unusual transactions;

- agreeing financial statement disclosures to underlying supporting documentation; and

- enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Marco Gazza (Senior Statutory Auditor)

for and on behalf of Parker Cavendish

Chartered Accountants

Registered Auditor

Suite 301, Stanmore Business

and Innovation Centre

Howard Road

Stanmore

Middlesex

HA7 1FW

29 August 2025

TURNOVER

22,623,547

13,626,734

Administrative expenses

(21,335,868

)

(12,863,449

)

OPERATING PROFIT

4

1,287,679

763,285

Interest receivable and similar income

1,769

3,835

PROFIT BEFORE TAXATION

1,289,448

767,120

Tax on profit

5

(122,482

)

(190,171

)

PROFIT FOR THE FINANCIAL YEAR

1,166,966

576,949

Profit attributable to:

Owners of the parent

1,166,966

576,949

PROFIT FOR THE YEAR

1,166,966

576,949

OTHER COMPREHENSIVE INCOME  

Gain on investments

113,088

50,496

Income tax relating to other comprehensive

income

(28,272

)

(11,877

)

OTHER COMPREHENSIVE INCOME FOR

THE YEAR, NET OF INCOME TAX

84,816

38,619

TOTAL COMPREHENSIVE INCOME FOR

THE YEAR

1,251,782

615,568

Total comprehensive income attributable to:

Owners of the parent

1,251,782

615,568

FIXED ASSETS

Intangible assets

7

66,466

75,082

Tangible assets

8

579,696

738,426

Investments

9

-

-

646,162

813,508

CURRENT ASSETS

Debtors

10

2,267,497

1,326,428

Investments

11

161,241

398,038

Cash at bank

3,975,959

6,345,228

6,404,697

8,069,694

CREDITORS

Amounts falling due within one year

12

(4,192,530

)

(7,276,655

)

NET CURRENT ASSETS

2,212,167

793,039

TOTAL ASSETS LESS CURRENT

LIABILITIES

2,858,329

1,606,547

CAPITAL AND RESERVES

Called up share capital

14

100

100

Revaluation reserve

15

123,435

38,619

Retained earnings

15

2,734,794

1,567,828

SHAREHOLDERS' FUNDS

2,858,329

1,606,547

The financial statements were approved by the Board of Directors and authorised for issue on 29 August 2025 and were signed on its behalf by:

K Hegarty - Director

FIXED ASSETS

Intangible assets

7

66,466

75,082

Tangible assets

8

579,696

738,426

Investments

9

100

100

646,262

813,608

CURRENT ASSETS

Debtors

10

3,668,903

1,240,613

Investments

11

161,241

398,038

Cash at bank

3,667,603

6,042,801

7,497,747

7,681,452

CREDITORS

Amounts falling due within one year

12

(5,311,139

)

(6,904,839

)

NET CURRENT ASSETS

2,186,608

776,613

TOTAL ASSETS LESS CURRENT

LIABILITIES

2,832,870

1,590,221

CAPITAL AND RESERVES

Called up share capital

14

100

100

Revaluation reserve

15

123,435

38,619

Retained earnings

15

2,709,335

1,551,502

SHAREHOLDERS' FUNDS

2,832,870

1,590,221

Company's profit for the financial year

1,157,833

568,873

The financial statements were approved by the Board of Directors and authorised for issue on 29 August 2025 and were signed on its behalf by:

K Hegarty - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£   

£   

£   

£   

Balance at 1 January 2023

100

990,879

-

990,979

Changes in equity

Total comprehensive income

-

576,949

38,619

615,568

Balance at 31 December 2023

100

1,567,828

38,619

1,606,547

Changes in equity

Total comprehensive income

-

1,166,966

84,816

1,251,782

Balance at 31 December 2024

100

2,734,794

123,435

2,858,329

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£   

£   

£   

£   

Balance at 1 January 2023

100

982,629

-

982,729

Changes in equity

Total comprehensive income

-

568,873

38,619

607,492

Balance at 31 December 2023

100

1,551,502

38,619

1,590,221

Changes in equity

Total comprehensive income

-

1,157,833

84,816

1,242,649

Balance at 31 December 2024

100

2,709,335

123,435

2,832,870

Cash flows from operating activities

Cash generated from operations

1

(2,094,085

)

2,103,101

Tax paid

(202,048

)

-

Net cash from operating activities

(2,296,133

)

2,103,101

Cash flows from investing activities

Purchase of tangible fixed assets

(84,199

)

(123,068

)

Sale of tangible fixed assets

9,294

-

Interest received

1,769

3,835

Net cash from investing activities

(73,136

)

(119,233

)

(Decrease)/increase in cash and cash equivalents

(2,369,269

)

1,983,868

Cash and cash equivalents at beginning

of year

2

6,345,228

4,361,360

Cash and cash equivalents at end of year

2

3,975,959

6,345,228

1.

RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£   

£   

Profit before taxation

1,289,448

767,120

Depreciation charges

240,340

220,398

Loss on disposal of fixed assets

1,910

-

Gain on revaluation of fixed assets

-

(25,277

)

Finance income