The Directors present the Strategic Report for the year ended 31 December 2024.

Principle Activities

Up until the 9 January 2025, the Company was regulated by the Financial Conduct Authority (FCA) and was authorised to provide wealth management services, including discretionary management services, investment advice, debt advice and cash management.

The Company is primarily being used as a vehicle to hold strategic investments, on behalf of the Group, and thus facilitate the Group’s corporate strategy. To date, the Company has invested in three companies.

Outlook

The Company will continue to review investment opportunities in line with the Group’s corporate strategy.

Principle Risks and Uncertainties

The business recognises there are a number of categories of risk to which the business will be exposed to if not already; these encapsulate both risks that are specific to the Company and those which are relevant to the financial services market in general.

Regulatory Risk

Up until the 9 January 2025, the Company was regulated by the Financial Conduct Authority in respect of its investment and wealth management business in the United Kingdom. Failure to comply with the regulations set out by the FCA could lead to disciplinary action, financial penalties and reputational damage. The Risk and Compliance Team is responsible for ensuring that the Company meets all regulatory requirements.

Operational Risk

Operational risk will arise where there is a risk resulting from the failure of any of the Company's processes, systems and controls.

The Group has documented policies and procedures designed to minimise operational risks in its principal lines of business and as a growing firm is developing and refining these on a continuing basis.

Employee Risk

The Company does not have any direct employees but leverages the people resources of its parent company, when necessary. The parent company recognises that its employees are its most valuable resource and therefore it seeks to recruit and retain the highest calibre staff.

Foreign Exchange Risk

A proportion of Squared's fees are likely to be billed in foreign currencies, and to this extent the Company will be exposed to fluctuations in foreign exchange rates. As only a small proportion of the Company's anticipated income is billed in foreign currency and due to the expense involved, Squared has chosen not to actively hedge any foreign currency exposure at this time.

Market and Investment Risk

Squared does not run its own trading book and so is only exposed to market risk in the sense that any impact on the Company's assets under management, as a result of negative market movements, would be likely to have an impact on the revenues earned from management and performance fees charged on client portfolios. Investment risk may also stem from a fall in markets or through the inappropriate management of clients' portfolios, the knock-on of any such investment risk may be a failure to satisfy clients' investment objectives and hence poor client retention.

Whilst it is not possible (and may not be desirable) to eliminate all market risk, the Company's policy is to construct diversified portfolios for clients and allocate funds across asset classes and regions in order to minimise the impact of a fall in any single market or asset class. In addition, the Risk and Compliance team independently monitor the activities of the Investment Team in order to ensure that the level of risk in a portfolio is appropriate for its client and that excessive risks are not being taken.

Credit Risk

A large proportion of the Company's assets are held in its own bank accounts and therefore the Company chooses to hold its own assets with only a small number of high quality institutions who have strong credit profiles.

Exposure to credit risk in relation to the potential non-payment of fees is kept to a minimum as any fees due are generally remitted by the client's bank from the account managed in their name by the Company. To this extent the greater source of credit risk in respect of these relationships could be seen to be the credit worthiness of the banking institution; as with its own assets, the Company advises clients only to bank with high quality financial institutions.

The Directors of the Company, as those of all UK companies, confirm they must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006, which is summarised as follows:

A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and, in doing so, have regard (amongst other matters) to:

(a) the likely consequences of any decision in the long-term,

(b) the interests of the company's employees,

(c) the need to foster the company's business relationships with clients, suppliers and others,

(d) the impact of the company's operations on the community and the environment,

(e) the desirability of the company maintaining a reputation for high standards of business conduct, and

(f) the need to act fairly as between members of the company.

The Directors confirm, the implementation of the Group corporate strategy is considered within the context of the long-term success of the business. Strategic management decisions are assessed and reviewed, as necessary, to ensure they continue to align themselves with the evolving long-term direction of the business. On this basis, the Directors believe both the Company and other stakeholders, including employees, clients and others, benefit from the best results and outcomes.

The Parent Company’s employees are its greatest asset, and the Directors recognise the importance of the contribution they make to the success of the business. Retention and recruitment of the highest calibre of employees is therefore a key focus for the business. The positive wellbeing in the working environment and the health of the staff are key focuses of the Company. Employees have access to a range of benefits, such as private health care, life assurance, income protection insurance and the cycle to work scheme.

Maintaining positive client and occupier relationships are at the core of the business, therefore it is critical to the success of the Company. As an FCA-regulated business, treating customers fairly and maintaining high standards of business conduct are core values of the Company. The business ensures that it continues to offer services which suit the needs of clients. There are processes in place for customer complaint handling and dispute resolution. Furthermore, staff are given regular training on business conduct.

As a successful business, we feel a responsibility to act in a socially and environmentally positive manner. Additionally, the Group has supported a number of charitable causes within the year.

On behalf of the Board

The Directors present their annual report and financial statements for the year ended 31 December 2024.

The Directors who held office during the year and up to the date of signature of the financial statements were as follows:

The results for the year are set out on page 11.

During the year, no dividends (2023: no dividends) were paid to the parent company.

In accordance with the Company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the Company will be put at a General Meeting.

The Directors are responsible for preparing the annual report 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). 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 of the profit or loss of the Company 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• 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 transactions and disclose with reasonable accuracy at any time the financial position of the Company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the Directors individually have taken all the necessary steps that they ought to have taken as Directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

The Company has chosen in accordance with the Companies Act 2006, s. 414C(11) to set out in the company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report. It has done so in respect of principal activities, future developments and key performance indicators.

We have audited the financial statements of Squared Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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 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 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 our audit:

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

• the Strategic Report and the Directors' Report been prepared in accordance with applicable legal requirements.

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

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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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.

As explained more fully in the Directors' Responsibilities Statement, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 an auditor's report 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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, the rules of the Financial Conduct Authority and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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.

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 an auditor's report 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.

The Income Statement has been prepared on the basis that all operations are continuing operations.

Squared Limited is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is One Connaught Place, London, W2 2ET.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest pound.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the Company are consolidated in the financial statements of Arbion Holdings Ltd. These consolidated financial statements are available from its registered office, One Connaught Place, London, W2 2ET.

At the time of approving the financial statements, the directors have a reasonable expectation that thetrue company has adequate resources to continue in operational existence for the foreseeable future. The company is no longer regulated by the FCA and it's sole investment contract has been terminated. Going for ward, the company's sole activity is to hold fixed asset investments.

Included in Other creditors is an amount of £255,000 (2023: £255,000) owed to the parent company. Per the terms of the agreement, demand for repayment cannot be made unless the parent company has written confirmation from the Company that it has sufficient reserves to repay the outstanding balance.

Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Management, Performance and consultancy fees are recognised as earned when, and to the extent that, the firm obtains the right to consideration in exchange for its performance under these contracts.

Interests in unlisted investment entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Management have taken the view that a reasonable fair value for the unlisted investments held cannot be ascertained and therefore the company are precluded from measuring the investments at fair value.

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 current liabilities.

The Company has basic financial instruments measured at amortised cost, with no financial instruments classified as other or basic instruments measured at fair value.

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The Directors note that the fixed asset investments accounting policy detailed in Note 1.5 is a key judgement that impacts the current and prior year.

The Directors do not consider that there are any other significant judgements or sources of estimation uncertainty and will continue to consider this on an ongoing basis.

An analysis of the Company's turnover is as follows:

No individuals were employed by the Company during the current or prior year.

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The company has tax losses of £19,938 (2023: £36,995) to set against future taxable losses. A deferred tax asset has not been recognised due to uncertainty of the timing of future taxable profits.

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

The shares have attached to them full voting, dividend and capital distribution rights (including on winding up), and do not confer any rights of redemption.

On 17 February 2025, the Company ceased to be authorised and regulated by the Financial Conduct Authority (FCA), due to the Company no longer performing regulated activities. The Directors have assessed the impact of this change and concluded that it does not affect the financial position reported as at the balance sheet date.

No remuneration was paid to the Directors in the current or preceding financial year.

The company has taken the exemption to disclose related party transactions with companies under the same control in accordance with FRS 102 - Section 33 "Related Party Disclosures."

There were no other related party transactions that required disclosure under FRS 102.

The immediate parent company is Arbion Limited, a company incorporated in England and Wales.

The ultimate parent company is Arbion Holdings Ltd., a company incorporated in England and Wales. The company's registered office is One Connaught Place, London, W2 2ET.

The financial statements of the Company are consolidated in the financial statements of Arbion Holdings Ltd. The financial statements are available from its registered office, One Connaught Place, London, W2 2ET.

There is no one ultimate controlling party.