REGISTERED NUMBER: 07176579 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025

FOR

SOLACE GLOBAL RISK LIMITED

Page

Balance sheet

1

Notes to the financial statements

3

Fixed assets

Intangible assets

4

166,413

43,232

Tangible assets

5

255,426

372,462

Investments

6

857

857

422,696

416,551

Current assets

Debtors

7

1,048,721

1,568,220

Cash at bank

437,204

785,119

1,485,925

2,353,339

Creditors

Amounts falling due within one year

8

1,042,620

2,322,845

Net current assets

443,305

30,494

Total assets less current liabilities

866,001

447,045

Provisions for liabilities

11

50,572

15,473

Net assets

815,429

431,572

Capital and reserves

Called up share capital

12

8,600

200

Share option reserve

12,072

-

Retained earnings

794,757

431,372

Shareholders' funds

815,429

431,572

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 May 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 May 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

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

(b)

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

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

In accordance with Section 444 of the Companies Act 2006, the Statement of comprehensive income has not been delivered.

The financial statements were approved by the director and authorised for issue on 21 October 2025 and were signed by:

Mr D Peach - Director

1.	Statutory information

Solace Global Risk Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 07176579. The registered office and business address is Second Floor, Twin Sails House, 34-40 West Quay Road, Poole, Dorset, BH15 1JF.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements present information about the company as an individual undertaking and not about its group. The company and its subsidiaries comprise a small-sized group. The group has therefore taken advantage of the exemptions provided by section 399 of the Companies Act 2006 not to prepare group accounts.

Turnover

Turnover represents amounts receivable, excluding value added tax, in respect of services provided in the ordinary course of business. Turnover is recognised when the service has been provided to the customer.

Patents and licences

Patents and licences are initially measured at cost. After initial recognition, they are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of three years from the date of acquisition.

Development costs

Development expenditure on an individual project are recognised as an intangible asset when the company can demonstrate:

- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale

- Its intention to complete and its ability to use or sell the asset

- How the asset will generate future economic benefits

- The availability of resources to complete the asset

- The ability to measure reliably the expenditure during development

- The ability to use the intangible asset generated

Where the Directors are satisfied as to the technical, commercial and financial viability of individual projects, the identifiable expenditure is deferred and amortised over the period during which the company is expected to benefit. This period is expected to be five years.

Where development expenditure does not meet all of the above criteria for recognition as an intangible asset, it is written off in the year in which it is incurred.

Tangible fixed assets

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

Short leasehold

-

33% on cost

Tracking platform

-

20% on cost

Office equipment

-

20% on cost

Computer equipment

-

25% on cost and 20% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research is written off in the year in which it is incurred. The accounting treatment of development expenditure is detailed under "Intangible assets - development costs".

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

Financial instruments

Basic financial instruments are initially recognised at transaction price and accounted for according to the substance of the contractual arrangement, as either financial assets, liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company, after deducting all liabilities.

At each balance sheet date, financial instruments are measured at amortised cost using the effective interest method. Any losses arising from impairment are recognised in the profit and loss account in the period to which they relate.

3.	Employees and directors

The average number of employees during the year was 31 (2024 - 25 ) .

4.	Intangible fixed assets

Other

intangible

assets

£

Cost

At 1 June 2024

706,067

Additions

218,016

At 31 May 2025

924,083

Amortisation

At 1 June 2024

662,835

Charge for year

94,835

At 31 May 2025

757,670

Net book value

At 31 May 2025

166,413

At 31 May 2024

43,232

5.	Tangible fixed assets

Short

Tracking

Office

Computer

leasehold

platform

equipment

equipment

Totals

£

£

£

£

£

Cost

At 1 June 2024

375,705

30,616

52,163

70,245

528,729

Additions

-

-

14,720

16,522

31,242

At 31 May 2025

375,705

30,616

66,883

86,767

559,971

Depreciation

At 1 June 2024

69,410

30,616

15,040

41,201

156,267

Charge for year

126,743

-

12,573

8,962

148,278

At 31 May 2025

196,153

30,616

27,613

50,163

304,545

Net book value

At 31 May 2025

179,552

-

39,270

36,604

255,426

At 31 May 2024

306,295

-

37,123

29,044

372,462

6.	Fixed asset investments

Shares in

group

Other

undertakings

investments

Totals

£

£

£

Cost

At 1 June 2024

and 31 May 2025

808

49

857

Net book value

At 31 May 2025

808

49

857

At 31 May 2024

808

49

857

7.

Debtors: amounts falling due within one year

2025

2024

£

£

Trade debtors

602,318

1,136,481

Amounts owed by group undertakings

-

127,587

Other debtors

5,281

609

VAT

70,728

85,131

Prepayments and accrued income

370,394

218,412

1,048,721

1,568,220

8.

Creditors: amounts falling due within one year

2025

2024

£

£

Trade creditors

461,198

245,740

Tax

124,924

152,789

Social security and other taxes

47,465

30,223

Pensions creditor

10,440

7,191

Other creditors

8,785

954,465

Accruals and deferred income

389,808

932,437

1,042,620

2,322,845

9.	Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

25,735

61,765

Between one and five years

-

87,500

25,735

149,265

10.	Secured debts

All monies due to, or to become due to, Solace Global Limited are secured by way of fixed and floating charges, dated 13 August 2020, over the assets of the company.

All monies due to, or to become due to, Solace Global Maritime Limited are secured by way of fixed and floating charges, dated 13 August 2020, over the assets of the company.

11.	Provisions for liabilities

2025

2024

£

£

Deferred tax

50,572

15,473

Deferred

tax

£

Balance at 1 June 2024

15,473

Charge to Income statement during year

35,099

Balance at 31 May 2025

50,572

12.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

8,600

Ordinary

£1

8,600

200

8,400 Ordinary shares of £1 were issued during the year for cash of £ 8,400 .

13.	Ultimate controlling party

The company is under the ultimate control of the director, Mr D Peach, who owns 100% of the issued share capital.

14.	Share-based payment transactions

On 16 September 2020, the company granted enterprise management incentive share options to 3 key employees. Further enterprise management incentive share options were granted to another 3 key employees on 8 May 2024. On 27 February 2025, further enterprise management incentive share options were granted to another key employee and all existing employees had further options granted to re-balance their holdings.

All the options may only vest on the date on which an 'Exit' occurs. An 'Exit' is defined in the option agreements as either a share sale, or an asset sale, or a listing.

The 2020 and 2024 options have been granted with no maximum term. The 2025 options lapse on 16 September 2030, the 10th anniversary of the issue of the 2020 options. Once an option holder leaves employment with the company and subject to the provisions relating to a termination of employment in the option agreement, they may then be prohibited from exercising their option.

On exercise, all options are to be settled in full by the issue of equity in the company in the form of Ordinary shares. No written restrictions will be attached to these shares.

Enterprise management incentive scheme option transactions in the year at 31 May 2025 were as follows:

At 1 June 2024

Granted in the year

Forfeited in the year

Exercised during the year

At 31 May 2025

Exercisable at 31 May 2025

Number

26

1,374

-

-

1,400

-

Weighted average exercise price (£)

756

19

-

-

37

-

At 31 May 2025, the director considers it probable that an 'Exit' will occur within the service period of employment of the option holders

During the year, an expense of £12,072 (2024- £0) for equity instruments has been recognised in the financial statements of the company. Total equity instruments as at 31 March 2025 of £12,072 (2024 - £0) are recognised in a 'Share option reserve' within Equity on the Statement of Financial Position.

The fair value of the equity instruments was measured by valuing the call price on the EMI options using the Black Scholes Option Pricing Model. As there is no observable market nor any recent transactions in the share options, this valuation method is considered to be the most appropriate to comply with the requirements of FRS102 s26.11.