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

The company is a wholly owned subsidiary of Making Science Group, S.A, a company which is traded on the Madrid stock exchange.

For the year under review, the principal activities of the company were that of investment in group and other undertakings and the provision of digital marketing services.

The results for the year ended 31 December 2024 and financial position of the company are as shown in the annexed financial statements.

The company's key performance indicators are:-

i. Investments in group and other undertakings

There were no movements in investments in the current year. The carrying value of the investments remains at €10,892,911.

ii. Digital marketing services revenue

Revenue for the year was €483,026 (2023 - €1,758,378).

The decrease was due to the group restructuring in the previous year.

The statement of comprehensive income shows a gross loss for the year of €70,623 (2023: €369,256).

No investments were disposed of in 2024 (2023 - Gain of €2,917,564) . The gain in 2023 arose from the restructuring, referred to above.

Overall, there was a loss for the financial year of €41,815 (2023 - profit of €2,293,306).

Generally, activity throughout the year was in line with the company's expectations.

At the year end, the net assets amounted to €3,732,824 (31 December 2023 - €3,774,639).

The directors consider the principal risks and uncertainties facing the company to be those relating to its financial instruments, as set out in the directors' report.

The company continues to seek opportunities in growing the business, principally through investment in group undertakings, the benefit of which will be reflected in future years' financial statements.

On behalf of the board

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

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

The company's parent operates a groupwide treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the company’s activities.

Liquidity risk refers to the risk of not having sufficient resources to enable the company to meet its obligations as they fall due.

Responsibility for liquidity risk management rests with the directors, who in turn rely on the groupwide treasury function which includes liquidity risk management and reviews of the company's short-medium-long-term funding and liquidity requirements.

Both the company's treasury and financial debt are exposed to interest rate risk, which could have an adverse effect on financial results and cash flows of the company. The company's material receivables and payables are with group companies on which the interest rate is agreed in advance.

The company is exposed to exchange rate risk because sales are predominately made in US Dollars whereas cost of sales are charged in Euros. Accordingly, adverse movements in exchange rates will have an adverse effect on financial results and cash flows.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade receivables are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

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;

• 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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Making Science Sweeft International Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 Financial Reporting Standard 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 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 have 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 or the directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102, the Companies Act 2006) and the relevant direct and indirect tax compliance regulation in the United Kingdom.

• We understood how the company is complying with those frameworks by making enquiries of management and seeking representations from those charged with governance. We corroborated our understanding by reviewing supporting documentation including board meeting minutes and legal and professional expenses.

• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by considering the risk of management override of internal control and by designating revenue recognition as a fraud risk. We performed journal entry testing by specific risk criteria, with a focus on journals indicating large or unusual transactions based on our understanding of the business. We tested completeness of income through proof in total tests to source data, analytical review and cut-off testing. We tested the completeness of the source data through substantive tests performed.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved enquiries of management and those charged with governance, review of legal and professional expenses and review of board meeting minutes.

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The notes on pages 10 to 17 form part of these financial statements.

Making Science Sweeft International Limited is a private company limited by shares incorporated in England and Wales. The registered office is 210 High Holborn, London, WC1V 7EP.

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 euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under 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 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures; and

• 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.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Making Science Sweeft International Limited is a wholly owned subsidiary of Making Science Group, S.A. and the results of Making Science Sweeft International Limited are included in the consolidated financial statements of Making Science Group, S.A. which are available from www.makingscience.co.uk.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue represents fees charged to customers for digital marketing services provided excluding Value Added Tax during the period and is recognised when the company satisfies its performance obligations, being the provision of the digital marketing services.

Interests in subsidiaries, associates and jointly controlled 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.

Where the acquisition price is subject to an earnout, an estimate is made of the expected contingent consideration and provided for accordingly.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as other investments.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

The company has elected to apply the provisions of Section 11 Basic Financial Instruments of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade and other receivables 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

Basic financial liabilities, including trade and other payables and loans from fellow group companies 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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 company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to carrying amounts of assets and liabilities within the next financial year are addressed below:

The following estimate has been identified as a significant risk of causing a material adjustment to the financial statements.

At each reporting end date the directors' carry out impairment reviews on the carrying value of investments held. The impairment reviews require management to estimate the future cash flows expected to arise from the company's investments and a suitable discount rate in order to calculate their present value. The key source of estimation uncertainty relates to the forecast cash flows used to determine whether the investments are impaired at the balance sheet date.

The company had no employees in either the current or prior year.

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

Other investments comprise shares in entities that are not publicly traded and their fair value cannot otherwise be measured reliably. Accordingly, they are measured at cost less impairment.

Details of the company's investments in group undertakings at 31 December 2024 are as follows:

Included within amounts owed by group companies are short term interest bearing loans of €12,742,959 (2023: €13,862,853). Other amounts due from group companies are interest free and repayable on demand.

Included within amounts owed to group companies are short term interest bearing loans of €8,689,557 (2023: €25,770,515). Other amounts due to group companies are interest free and repayable on demand.

The issued Ordinary shares of $0.0001 include 2,496,709 shares with no voting rights.

(a) As regards dividends, the ‘A’ Ordinary shares, ‘B’ Ordinary Shares, Ordinary Shares and Non-Voting Shares shall rank pari passu in all respects.

(b) As regards capital

(i) On return of assets on a liquidation or reduction of capital the surplus assets of the Company remaining after payment of its liabilities shall be distributed in the same manner as described in paragraph (II) below as regards a Sale.

(ii) In the event of a Sale the total of all and any cash received in respect of the shares that are the subject of the Sale shall be allocated between the sellers of such shares pro rata and pari passu to the sellers of the ‘A’ Ordinary Shares, ‘B’ Ordinary Shares, Ordinary Shares and non-Voting Shares as if the same constituted one class of share, provided that if such distribution of the sale proceeds would result in the holders of the ‘A’ Ordinary Shares or ‘B’ Ordinary Shares (respectively), the amount per share to be received by the holders of the ‘A’ Ordinary Shares and ‘B’ Ordinary Shares, (respectively) shall be increased so that they receive in Priority to any ‘A’ Ordinary Shares and ‘B’ Ordinary Shares, Ordinary Shares (respectively) shall be increased so that they receive in Priority to any payment to the holders of Ordinary Shares and Non-Voting Shares the Subscription Price and any unpaid dividends declared on all such ‘A’ Ordinary Shares and ‘B’ Ordinary Shares, (respectively) and thereafter any balance of such proceeds remaining shall be paid pro rata and pasi passu to the sellers of the Ordinary Shares and the Non-Voting Shares as if the same constituted once class of share.

PROVIDED THAT as regards the above ‘B’ Ordinary Share preference, holders of 75% of the ‘B’ Ordinary Shares be entitled to agree in writing at the time of Sale or distribution pursuant to paragraphs (I) or (II) above with the Company not to require the preference on the ‘B’ Ordinary Shares, and such agreement shall bind all ‘B’ Ordinary Shares.

(iii) holders of 75% of all Shares shall be entitled to force all holders of Shares to sell to a new vehicle or list the current company pursuant in either case to a Listing, by giving to the Company written notice, and in such a case, the holders of ‘A’ Ordinary Shares and ‘B’ Ordinary Shares shall convert their shares pursuant to paragraph (d) below or their shares shall automatically convert by the Company giving them written notice, and the company shall be deemed to be agent of all shareholders of the Company to give affect to this paragraph (III).

(c) As regards voting in general meetings

the holders of the ‘A’ Ordinary Shares, ‘B’ Ordinary Shares and Ordinary Shares shall be entitled to receive notice of, to attend, and to vote at, general meetings of the Company, every holder of ‘A’ Ordinary Shares, ‘B’ Ordinary Shares and Ordinary Shares who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, shall have one vote on a show of hands and on a poll every holder of ‘A’ Ordinary Shares, ‘B’ Ordinary Shares and Ordinary Shares so present shall have one vote for each ‘A’ Ordinary Shares, ‘B’ Ordinary Shares and Ordinary Shares held by him.

The holders of the Non-Voting Shares shall not be entitled to receive notice of or to attend or vote at any general meeting of the Company but will be entitled to receive notice of any general meeting of the Company.

(d) As regards conversion of ‘A’ Ordinary Shares and ‘B’ Ordinary Shares.

(i) Any holder of any ‘A’ Ordinary Shares or ‘B’ Ordinary Shares may give the Company written notice that the holder requires his ‘A’ Ordinary Shares or ‘B’ Ordinary Shares to be converted into and redesignated as Ordinary Shares at the rate of one Ordinary Share for every ‘A’ Ordinary Shares or ‘B’ Ordinary Shares.

(ii) The Ordinary Shares arising on such conversation and redesignation shall rank pari passu with Ordinary Shares then in Issue and fully paid up, and

(iii) The holder giving notice pursuant to (d) (I) shall, within 10 days of giving notice deliver to the Company the certificates for his ‘A’ Ordinary Shares or ‘B’ Ordinary Shares (if any) and upon such delivery there shall be issued to him a certificate for the number of Ordinary Shares resulting from the conversion and redesignation referred to in (d) (1) above.

(e) As regards appointment of directors

each of the Investors (as defined by the Memorandum and Articles of Association) have the right to appoint once nominated person as per non-executive Director of the Company and to remove or reappoint for any reason whatsoever.

The company has taken advantage of the exemption in FRS 102 paragraph 33.1A whereby it has not disclosed transactions with any wholly owned fellow group companies.

The immediate and ultimate parent undertaking is Making Science Group, S.A., a company incorporated in Spain.

The smallest and largest group in which the results of the company and subsidiaries are consolidated is headed by Making Science Group, S.A. and copies are available from its website http://www.makingscience.co.uk.