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REGISTERED NUMBER: 09668314 (England and Wales)

Strategic Report, Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Agora Securities Limited

Agora Securities Limited (Registered number: 09668314)

Contents of the Financial Statements

for the Year Ended 31 December 2024

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 3 |

Chartered Certified Accountants' Report | 4 |

Income Statement | 5 |

Other Comprehensive Income | 6 |

Balance Sheet | 7 |

Statement of Changes in Equity | 8 |

Cash Flow Statement | 9 |

Notes to the Cash Flow Statement | 10 |

Notes to the Financial Statements | 11 |

Agora Securities Limited

Company Information

for the Year Ended 31 December 2024

| DIRECTORS: | T Laschetti

| T A Murphy

| REGISTERED OFFICE: | Chesil Court

| 85 Chelsea Manor Street

| London

| SW3 5QP

| REGISTERED NUMBER: | 09668314 (England and Wales)

| ACCOUNTANTS: | Mark Arber Limited

| Chartered Certified Accountants

| 71-75 Shelton Street

| London

| WC2H 9JQ

Agora Securities Limited (Registered number: 09668314)

Strategic Report

for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Ownership of the company changed in August 2024 when the company became a wholly owned subsidiary of Agora Financial Group S.A. a company incorporated in Luxembourg. The company was dormant throughout the period and the new owners plan to explore new revenue streams in the near future.

PRINCIPAL RISKS AND UNCERTAINTIES

Regulation and compliance

The company operates a regulated activity and must comply with appropriate legislation and regulation. Failure to comply with legal and regulatory obligations or react appropriately where non-compliance is identified could result in enforcement action and / or result in a financial liability. The company is aware of its key legal and regulatory obligations and has systems and controls in place to ensure those obligations are met in full.

Operational risk

The company is reliant upon its registration with the Financial Conduct Authority in order to conduct operations of a financial nature throughout the European Union. Removal of the right to provide financial services in Europe as a consequence of the United Kingdom's planed exit from the European Union could have an major impact on the business should alternative arrangements not be made.

Key supplier and client relationships

The loss of key suppliers and / or client could have a negative impact on the financial results of the company. Close commercial relationships exist with all our suppliers and clients and there is a focus on providing a professional value added service to them in order to maintain these relationships.

Credit risk

The performance of the company could be affected by clients failing to meet their obligations to settle outstanding positions with the company. The company monitors credit risk and maintains close relationships with its customers to actively manage the level of risk.

Liquidity risk

The directors consider the working capital needs of the company in order to implement its business plan and continue as a going concern. Failure to maintain adequate working capital could have an impact on the company's operations.

PAYMENT OF CREDITORS

While the company does not follow any code or standard regarding the payment of suppliers the company aims to pay suppliers in accordance with their normal credit terms, or under terms agreed with individual suppliers.

ON BEHALF OF THE BOARD:

T A Murphy - Director

25 April 2025

Agora Securities Limited (Registered number: 09668314)

Report of the Directors

for the Year Ended 31 December 2024

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

DIVIDENDS

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

DIRECTORS

T Laschetti has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

R H R Boehrer - resigned 9 September 2024

E G Griffini - resigned 9 September 2024

T A Murphy - appointed 2 April 2024

E G Griffini - resigned 9 September 2024

REMUNERATION POLICY

The company operates a remuneration policy in line with the requirements of UCITS V rules the details of which can be found at www.esma.europa.eu

ON BEHALF OF THE BOARD:

T A Murphy - Director

25 April 2025

Chartered Certified Accountants' Report to the Board of Directors

on the Unaudited Financial Statements of

Agora Securities Limited

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Agora Securities Limited for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at http://www.accaglobal.com/rulebook.

This report is made solely to the Board of Directors of Agora Securities Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Agora Securities Limited and state those matters that we have agreed to state to the Board of Directors of Agora Securities Limited, as a body, in this report in accordance with the requirements of the Association of Chartered Certified Accountants as detailed at

https://www.accaglobal.com/content/dam/ACCA_Global/Technical/fact/tf-163-jan-24.pdf.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Agora Securities Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Agora Securities Limited. You consider that Agora Securities Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Agora Securities Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Mark Arber Limited

Chartered Certified Accountants

71-75 Shelton Street

London

WC2H 9JQ

25 April 2025

Agora Securities Limited (Registered number: 09668314)

Income Statement

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

TURNOVER | - |  | 678,884 |  |

Cost of sales | - |  | 304,505 |  |

GROSS PROFIT | - |  | 374,379 |  |

Administrative expenses | 220,700 |  | 758,190 |  |

(220,700 | ) | (383,811 | ) |

Other operating income | 224,944 |  | - |  |

OPERATING PROFIT/(LOSS) | 4 | 4,244 |  | (383,811 | ) |

Interest receivable and similar income | 577 |  | 2,742 |  |

PROFIT/(LOSS) BEFORE TAXATION | 4,821 |  | (381,069 | ) |

Tax on profit/(loss) | 5 | - |  | - |  |

PROFIT/(LOSS) FOR THE FINANCIAL YEAR | 4,821 |  | (381,069 | ) |

Agora Securities Limited (Registered number: 09668314)

Other Comprehensive Income

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

PROFIT/(LOSS) FOR THE YEAR | 4,821 |  | (381,069 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 4,821 |  | (381,069 | ) |

Agora Securities Limited (Registered number: 09668314)

Balance Sheet

31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

CURRENT ASSETS

Debtors | 6 | 11,264 |  | 19,556 |  |

Cash at bank | 433,512 |  | 77,258 |  |

444,776 |  | 96,814 |  |

CREDITORS

Amounts falling due within one year | 7 | 90,730 |  | 257,589 |  |

NET CURRENT ASSETS/(LIABILITIES) | 354,046 |  | (160,775 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 354,046 |  | (160,775 | ) |

CAPITAL AND RESERVES

Called up share capital | 8 | 1,210,000 |  | 700,000 |  |

Retained earnings | 9 | (855,954 | ) | (860,775 | ) |

SHAREHOLDERS' FUNDS | 354,046 |  | (160,775 | ) |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

The financial statements were approved by the Board of Directors and authorised for issue on 25 April 2025 and were signed on its behalf by:

T A Murphy - Director

T Laschetti - Director

Agora Securities Limited (Registered number: 09668314)

Statement of Changes in Equity

for the Year Ended 31 December 2024

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 January 2023 | 700,000 |  | (479,706 | ) | 220,294 |  |

Changes in equity

Total comprehensive income | - |  | (381,069 | ) | (381,069 | ) |

Balance at 31 December 2023 | 700,000 |  | (860,775 | ) | (160,775 | ) |

Changes in equity

Issue of share capital | 510,000 |  | - |  | 510,000 |  |

Total comprehensive income | - |  | 4,821 |  | 4,821 |  |

Balance at 31 December 2024 | 1,210,000 |  | (855,954 | ) | 354,046 |  |

Agora Securities Limited (Registered number: 09668314)

Cash Flow Statement

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (4,372 | ) | (239,365 | ) |

Net cash from operating activities | (4,372 | ) | (239,365 | ) |

Cash flows from investing activities

Sale of tangible fixed assets | - |  | 2,171 |  |

Interest received | 577 |  | 2,742 |  |

Net cash from investing activities | 577 |  | 4,913 |  |

Cash flows from financing activities

New loans in year | 74,993 |  | 224,944 |  |

Loans written off in year | (224,944 | ) | - |  |

Share issue | 510,000 |  | - |  |

Net cash from financing activities | 360,049 |  | 224,944 |  |

Increase/(decrease) in cash and cash equivalents | 356,254 |  | (9,508 | ) |

Cash and cash equivalents at beginning of year | 2 | 77,258 |  | 86,766 |  |

Cash and cash equivalents at end of year | 2 | 433,512 |  | 77,258 |  |

Agora Securities Limited (Registered number: 09668314)

Notes to the Cash Flow Statement

for the Year Ended 31 December 2024

1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 31.12.24 |  | 31.12.23

£ | £ |

| Profit/(loss) before taxation | 4,821 |  | (381,069 | ) |

| Depreciation charges | - |  | 1,012 |  |

| Loss on disposal of fixed assets | - |  | 1,063 |  |

| Finance income | (577 | ) | (2,742 | ) |

4,244 |  | (381,736 | ) |

| Decrease in trade and other debtors | 8,292 |  | 163,148 |  |

| Decrease in trade and other creditors | (16,908 | ) | (20,777 | ) |

| Cash generated from operations | (4,372 | ) | (239,365 | ) |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 31 December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 433,512 |  | 77,258 |  |

| Year ended 31 December 2023

| 31.12.23 |  | 1.1.23

£ | £ |

| Cash and cash equivalents | 77,258 |  | 86,766 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.1.24 | Cash flow | At 31.12.24

£ | £ | £ |

| Net cash |

| Cash at bank | 77,258 |  | 356,254 |  | 433,512 |  |

77,258 |  | 356,254 |  | 433,512 |  |

| Total | 77,258 |  | 356,254 |  | 433,512 |  |

Agora Securities Limited (Registered number: 09668314)

Notes to the Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| Agora Securities Limited 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.

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.

| These financial statements have been drawn up on the going concern basis. The company is dependent upon the support of its parent company to meet its working capital requirements. The parent company has provided assurances that this support will continue for a period that exceeds twelve months from the date of approval of these financial statements.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Agora Securities Limited (Registered number: 09668314)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

3. | EMPLOYEES AND DIRECTORS

| 31.12.24 |  | 31.12.23

£ | £ |

| Wages and salaries | 116,429 |  | 484,862 |  |

| Social security costs | 12,696 |  | 51,726 |  |

| Other pension costs | 1,464 |  | 4,491 |  |

130,589 |  | 541,079 |  |

| The average number of employees during the year was as follows:

| 31.12.24 |  | 31.12.23

| Directors | 2 |  | 2 |  |

| Operations | - |  | 3 |  |

2 |  | 5 |  |

4. | OPERATING PROFIT/(LOSS)

| The operating profit (2023 - operating loss) is stated after charging:

| 31.12.24 |  | 31.12.23

£ | £ |

| Depreciation - owned assets | - |  | 1,012 |  |

5. | TAXATION

| Analysis of the tax charge

| No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Other debtors | - |  | 6,100 |  |

| Wages Control | 4,975 |  | - |  |

| VAT | 3,167 |  | 1,037 |  |

| Called up share capital not paid | 1,000 |  | 1,000 |  |

| Prepayments | 2,122 |  | 11,419 |  |

11,264 |  | 19,556 |  |

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Amounts owed to group undertakings | 74,993 |  | 224,944 |  |

| Social security and other taxes | 9,115 |  | - |  |

| Pension creditor | 587 |  | 554 |  |

| Accrued expenses | 6,035 |  | 32,091 |  |

90,730 |  | 257,589 |  |

Agora Securities Limited (Registered number: 09668314)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

8. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: | £ | £ |

| 1,210,000 | Ordinary | 1 | 1,210,000 |  | 700,000 |  |

| The company issued 510,000 additional shares during the year.

9. | RESERVES

| Retained

| earnings

£ |

| At 1 January 2024 | (860,775 | ) |

| Profit for the year | 4,821 |  |

| At 31 December 2024 | (855,954 | ) |

10. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

11. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is not known.

| The company is a wholly owned subsidiary of Agora Financial Group SA a company incorporated in Luxembourg.