Company No: 12175760 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Herve Couturier (Resigned 13 February 2025)
	Thomas Fabritius Eskebaek (Appointed 01 April 2024)
	Andy Jones
	Ramin Niroumand (Resigned 13 November 2024)
	Jussi Petteri Nyrola
	Rosamond Price (Appointed 10 July 2024)
	Jalin Vinaykant Somaiya (Resigned 10 July 2024)
	Timothy Fabian Leonard Wanders (Appointed 13 November 2024)

SECRETARY

Oakwood Corporate Secretary Limited

REGISTERED OFFICE	3rd Floor Elsley House
	20/30 Great Titchfield Street
	London
	W1W 8BF
	United Kingdom

COMPANY NUMBER

12175760 (England and Wales)

ACCOUNTANT	Gravita Business Services II Limited
	Aldgate Tower
	2 Leman Street
	London
	E1 8FA
	United Kingdom

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	3	60,214		76,959
Investments	4	435,862		435,862
		496,076		512,821
Current assets
Debtors
- due within one year	5	1,048,123		862,999
- due after more than one year	5	556,684		473,985
Cash at bank and in hand		653,750		3,042,393
		2,258,557		4,379,377
Creditors: amounts falling due within one year	6	( 1,752,054)		( 1,364,417)
Net current assets		506,503		3,014,960
Total assets less current liabilities		1,002,579		3,527,781
Creditors: amounts falling due after more than one year	7	( 4,505,988)		( 614,278)
Net (liabilities)/assets		( 3,503,409)		2,913,503
Capital and reserves
Called-up share capital		290		288
Share premium account		27,216,056		26,971,390
Other reserves		10,263,761		8,833,340
Profit and loss account		( 40,983,516 )		( 32,891,515 )
Total shareholder's (deficit)/funds		( 3,503,409)		2,913,503

For the financial year 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 member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Titanbay Ltd (registered number: 12175760) were approved and authorised for issue by the Board of Directors on 24 September 2025. They were signed on its behalf by:

Jussi Petteri Nyrola Director

1. Accounting policies

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

General information and basis of accounting

Titanbay Ltd (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 3rd Floor Elsley House, 20/30 Great Titchfield Street, London, W1W 8BF, 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 £.

Going concern

The directors have reviewed the Balance Sheet and cashflow forecasts at the date of approving these financial statements. They note that the Company is dependent on increasing its operational activities or raising additional capital within the next 12 months to support its forecast growth. While no assurances can be provided, the Directors believe that the Company will be successful in securing the required investment and/or increase in revenue.

The Directors acknowledge that these circumstances represent material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern. However, they also note that the Company has successfully secured additional funding subsequent to the year end and expects to be able to obtain further funding in the future.

On this basis, the Directors have a reasonable expectation that the Company will continue in operational existence for at least 12 months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

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.

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 Profit and Loss Account 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 services provided in the normal course of business, and is shown net of VAT and other sales related taxes. Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Turnover from the provision of ongoing services are recognised over the period to which it relates. Turnover is accrued for services provided not yet invoiced.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

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 Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of an appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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.

Research & development costs

Research expenditure is written off as incurred. Development expenditure is also written off, except where the director is satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit.

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 at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line over its expected useful life, as follows:

Office equipment	3 years straight line
Computer equipment	3 years straight line

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.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

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 Profit and Loss Account 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.

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.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	45		65

3. Tangible assets

	Office equipment		Computer equipment		Total
	£		£		£
Cost
At 01 January 2024	8,828		183,403		192,231
Additions	4,990		32,692		37,682
Disposals	0		( 27,016)		( 27,016)
At 31 December 2024	13,818		189,079		202,897
Accumulated depreciation
At 01 January 2024	1,127		114,145		115,272
Charge for the financial year	3,220		50,564		53,784
Disposals	0		( 26,373)		( 26,373)
At 31 December 2024	4,347		138,336		142,683
Net book value
At 31 December 2024	9,471		50,743		60,214
At 31 December 2023	7,701		69,258		76,959

4. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	435,862
At 31 December 2024	435,862
Carrying value at 31 December 2024	435,862
Carrying value at 31 December 2023	435,862

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.12.2024	Ownership 31.12.2023
Titanbay Ireland Limited	26/27 Pembroke Street Upper, Dublin 2, D02 F5Y6, Ireland	Investment company	Ordinary	100.00%	100.00%
Titanbay International GP SARL	⁠12, rue des Mérovingiens, L-8070 Bertrange, Luxembourg	General partner	Ordinary	100.00%	100.00%
Certezas Louvaveis - Unipessoal LDA.	Avenida Duque d’Ávila, n.o 46, 3.o andar C, 1050-083 Lisboa, Portugal	Operating Company	Ordinary	100.00%	100.00%

5. Debtors

	2024		2023
	£		£
Debtors: amounts falling due within one year
Trade debtors	9,203		544,621
Amounts owed by Group undertakings	633,946		26,781
Other taxation and social security	111,476		149,830
Other debtors	293,498		141,767
	1,048,123		862,999
Debtors: amounts falling due after more than one year
Amounts owed by related parties	510,048		473,985
Other debtors	46,636		0
	556,684		473,985

Amounts owed by Group undertakings has no fixed repayment and does not bear interest.

Amounts owed from related parties incur interest at the Bank of England Base Rate plus 2.5% per annum.

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Bank overdrafts	46,026		0
Trade creditors	860,475		489,038
Amounts owed to Group undertakings	0		91,695
Other taxation and social security	184,256		177,303
Other creditors	661,297		606,381
	1,752,054		1,364,417

Amounts owed to Group undertakings relates to unpaid share capital investment in the subsidiary, Titanbay Ireland Limited. The amount owed has no fixed repayment and does not bear interest.

7. Creditors: amounts falling due after more than one year

	2024		2023
	£		£
Amounts owed to related parties	903,675		614,278
Other creditors	3,602,313		0
	4,505,988		614,278

On 24 September 2024, the Company entered into a debenture agreement with BPC UK Lending DAC ("the Lender"), pursuant to which the Company granted a charge over its assets in favour of the Lender as security for the borrowings. As at the reporting date and the date of signing, the Company was in full compliance with the terms and conditions of the debenture agreement.

Amounts owed to related parties due for repayment on 31 December 2026 and does not bear interest.

Amounts repayable after more than 5 years are included in creditors falling due over one year:

	2024		2023
	£		£
Amounts owed to related parties	903,675		614,278

8. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	2024		2023
	£		£
within one year	157,000		359,458
between one and five years	0		179,729
	157,000		539,187

9. Related party transactions

The total aggregate directors remuneration for the year was £268,016 (2023: £205,906). The remuneration for the highest paid director for the year was £100,000 (2023: £100,000). No directors are members of the pension scheme.

Amounts owed to directors of the Company at the year end are £75,246 (2023: £nil).

Included within amounts owed by related parties are loans of £510,048 (2023: £473,985) to directors. On 17 April 2023, the Company advanced loans amounting to £450,005 to directors of the Company. The movement in the year relates to interest charged on the loans which incur interest at the Bank of England Base Rate plus 2.5% per annum.

The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions between wholly owned entities in the group.

10. Events after the Balance Sheet date

In August 2025, the Company obtained additional capital investment of £8.8m as part of an Advanced Subscription Agreement (ASA).

In August 2025, the Company entered into a new 3 year lease agreement, which will cost £2.1m over the life of the lease.

11. Ultimate controlling party

J P Nyrola is the ultimate controlling party by virtue of their shareholding.