Principal activities of the company

The Company was incorporated on 27 April 2021 in England and Wales under the Companies Act 2006, with number 13360649. The Company is a wholly owned subsidiary of Zodia Markets Holdings Limited. Zodia Markets Holdings Limited is a majority owned subsidiary of Zodia Holdings Limited, a wholly owned subsidiary of Standard Chartered PLC. The minority shareholder is BC HoldCo I Limited, which is a subsidiary of HKEX listed OSL Group Limited (name changed from BC Technology Group Limited on 04 January 2024). The Company acts as a trusted brokerage for digital assets, providing institutional clients with a safe and reliable means of execution. The Company’s mission is to be the most trusted and reliable trading partner for corporations, institutions and professional investors entering the market for digital assets.

Additional information

Directors' Responsibilities Statement: The directors are responsible for preparing the Directors' 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, including FRS 101 ‘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 and 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; - 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. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Risk management Zodia Markets is firmly dedicated to upholding a robust risk management framework and ensuring the utmost safety and integrity of our operations as a matched principal, non-custodial digital asset brokerage. We have embraced a risk management approach shaped by Standard Chartered Bank’s enterprise risk management framework (the “ERMF”) our bank majority shareholder, which serves as the cornerstone of our risk management practices. The ERMF outlines the Policies, Standards and underlying Procedures used to mitigate the Principal Risk Types that the firm is inherently exposed to. The effectiveness of the ERMF is overseen by the Zodia Market’s Executive Risk Committee, consisting of its leadership team, as well as its Board Audit & Risk Committee, with final oversight by the Board of Directors. The ERMF includes Risk Appetite Statements and Metrics which are reported to the Board Audit & Risk Committee as well as Standard Chartered Ventures. Our risk management objectives can be summarised as follows: Protection of Customer Assets: Safeguarding customer funds and assets is our paramount priority. We have implemented rigorous operational processes reinforced by cyber security monitoring and coupled with a comprehensive risk and control monitoring process. These measures aim to mitigate the potential risk of unauthorised access, theft, or loss of customer assets. Operational and Technology Resilience: We place significant emphasis on the resilience and uninterrupted continuity of our operations. Through effective risk management, we strive to identify and mitigate operational risks arising from system failures, technological disruptions, cyber threats, or external events. Regular testing, detailed business continuity planning, disaster recovery exercises, and well-defined incident response protocols form integral components of our technological and operational resilience strategy. Compliance with Regulatory Requirements: We have an unwavering commitment to adhering to all applicable laws, regulations, and industry standards. Our risk management practices are inherited from Standard Chartered Bank and are designed to ensure strict compliance with relevant anti-money laundering (“AML”), know-your-customer (“KYC”), and other regulatory requirements specific to the cryptocurrency industry. We maintain a strong collaborative relationship with regulatory authorities and remain vigilant in keeping abreast of evolving regulatory frameworks. Market and Liquidity Risks: As a market-neutral matched principal, non-custodial digital asset brokerage, we maintain a unique position in the market where we do not actively assume market risk. Our risk management objectives encompass continuous monitoring and thorough analysis of market conditions, liquidity management, and stress testing. These measures ensure our ability to proactively respond to potential liquidity challenges and maintain the necessary liquidity to fulfil customer needs. Despite being market-neutral, we remain vigilant in assessing market trends and potential risks to our operations and more broadly the crypto ecosystem. Counterparty Risks: We diligently manage counterparty risks to safeguard the interests of our customers and the overall stability of our operations. We conduct thorough due diligence on our business partners and counterparties, establish robust risk mitigation measures, and maintain precise contractual agreements to minimise the potential impact of any counterparty failures. As the majority of our business is settled the same calendar day, the larger aspect of our counterparty risk is through our banking and custodian partners. We regularly review and enhance our risk management practices effectively adapting to the evolving risk landscape and emerging risks. The independent assurance provided by our bank parent's internal audit team ensures an objective evaluation of the effectiveness of our risk management framework and controls. By steadfastly adhering to these risk management objectives, we strive to maintain the trust and confidence of our customers, stakeholders, and regulators. Our overarching objective is to foster a secure and reliable platform for cryptocurrency trading and brokerage services, while upholding the highest standards of professionalism and diligence. Going concern: Management has produced forecasts and considered plausible downside scenarios which have been reviewed by the directors, demonstrating that the Company has sufficient resources to meet its obligation as they fall due for a period of 12 months from the date of signing of these financial statements As such, the directors are satisfied that the Company has adequate resources to continue to operation for the foreseeable future and therefore the financial statements have been prepared on a going concern basis. Qualifying third party indemnity provisions: The Company purchased and throughout the year maintained appropriate insurance cover in respect of directors' and officers' liabilities. Post Balance Sheet Events; In April 2025, the Company received notice of a refund of £623,946 from HM Revenue & Customs (“HMRC”) in respect of Value Added Tax (“VAT”) previously paid during the period 2022 to 2024. The refund was a result of HMRC’s acceptance of an Error Correction Notice lodged by the Company in March 2025. As the filing of the Error Correction Notice and subsequent decision occurred after the reporting date, it did not provide evidence of conditions existing as at 31 December 2024. Accordingly, the refund has not been recognised in the financial statements for the year ended 31 December 2024. Disclosure of information to auditor: The directors confirm that: - so far as each director is aware, there is no relevant audit information of which the Company's auditor is unaware, and - the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. Independent auditor: The auditor, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board of directors on 27 August 2025
and signed on behalf of the board by:

Name: Usman Syed Ahmad
Status: Director