REGISTERED NUMBER: 06971462 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

EXPANDI LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

R Apostoliti

F O Leenhardt

O Celli

G Fittante

S Herfurth

L K Botha

SECRETARY:

G Fittante

REGISTERED OFFICE:

38 Craven Street

London

WC2N 5NG

REGISTERED NUMBER:

06971462 (England and Wales)

INDEPENDENT AUDITORS:

N7 Accountants Limited

Statutory Auditors

Central House

1 Ballards Lane

London

N31LQ

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The principal activity of Expandi and the companies belonging the Group is the provision of marketing services, specifically in the area of demand generation (digital, social, outbound marketing) on behalf of Technology companies and/or their distribution partners ("co-marketing") targeting business customers (B2B).

PRINCIPAL RISKS AND UNCERTAINTIES

The Group is exposed to a moderate level of price risk, credit risk, liquidity risk, exchange rate risk and cash flow risk. The Group manages these risks by financing its operations mainly through retained profits, to fund expansion or capital expenditure programmes.

Management's objectives are to retain sufficient liquid funds to enable it to meet its day-to-day requirements, minimise the Group's exposure to fluctuating interest rates and match the repayment schedule of any external borrowings or overdrafts with the future cash flows expected to arise from the Group's trading activities.

The Group makes little use of financial instruments other than an operational bank account and so its exposure to price risk, credit risk, liquidity risk and cash flow risk is not material for the assessment of the assets, liabilities, financial position and profit or loss of the company.

STRATEGY

In accordance with the strategy to maintain the Group's leadership in demand generation services for B2B markets and rationalise Group structure, the management is increasing focus European on business. The board will continue to pursue plans for organic growth and other development opportunities, including:

- development of new and innovative in-house systems to optimise any type of customer interactions for our Clients;

- development of an innovative offer in digital marketing service;

- development of proprietary business end user data to gather strong business analytics and increase efficiency

and effectiveness of our campaigns.

In 2024 the Group launched a new project aiming to develop a unique online platform. Through this platform Expandi intends to maximise the return from the overwhelming company database built in several years of successful experience as B2B marketing service provider.

The directors of the company are of the opinion that analysis using Key Performance Indicators is not necessary for an understanding of the performance and position of the Group.

FUTURE DEVELOPMENTS

The leadership in the B2B demand generation services in EMEA jointly with the investments in data, technology and new services are expected to facilitate further diversification of our client base within the IT industry.

ON BEHALF OF THE BOARD:

G Fittante - Director

8 October 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £925,287.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

R Apostoliti

F O Leenhardt

O Celli

G Fittante

S Herfurth

L K Botha

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, N7 Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G Fittante - Director

8 October 2025

Opinion

We have audited the financial statements of Expandi Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 group's and of the parent company affairs as at 31 December 2024 and of the group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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

We are responsible for concluding 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.

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 12 months from when the financial statements are authorised for issue.

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.

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 with the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, 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 there is 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 the 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

-	the parent company 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 3, 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.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

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 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 to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws 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 relating to the reporting framework (United Kingdom Generally Accepted Accounting Practice) and the relevant direct and indirect tax compliance regulations.

-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.

- We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the group's activity.

- We focused on specific laws and regulations which we considered may have a direct material effect on the group financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection.

- We understood how Expandi Limited is complying with those frameworks by making enquiries with management to understand how the group maintains and communicates its policies and procedures to ensure compliance. We corroborated this through our review of the group's board minutes. We also reviewed correspondence with the relevant tax authorities regarding tax compliance.

-Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

-We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

- understanding the potential incentives and pressures for management to manipulate the financial statements and performed procedures to understand the areas in which this would most likely arise. Based on our risk assessment procedures on this Company as a holding entity, we identified management override of controls as our fraud risk.

-To address our fraud risk of management override of controls, we performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining any accounting estimates were indicative of potential bias;

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation.

- reading the minutes of meetings of those charged with governance.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non- compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Evangelos Charalambous FCCA (Senior Statutory Auditor)

for and on behalf of N7 Accountants Limited

Statutory Auditors

Central House

1 Ballards Lane

London

N31LQ

29 October 2025

TURNOVER

3

13,551,580

12,783,440

Cost of sales

(10,325,914

)

(9,391,926

)

GROSS PROFIT

3,225,666

3,391,514

Administrative expenses

(3,002,865

)

(3,016,968

)

222,801

374,546

Other operating income

-

30,585

OPERATING PROFIT

5

222,801

405,131

Profit/loss on sale of invest

6

(15

)

-

222,786

405,131

Interest receivable and similar income

34,336

14,431

257,122

419,562

Amounts written off investments

7

-

(10,906

)

257,122

408,656

Interest payable and similar expenses

8

(46,316

)

(19,416

)

PROFIT BEFORE TAXATION

210,806

389,240

Tax on profit

9

(159,592

)

(281,257

)

PROFIT FOR THE FINANCIAL YEAR

51,214

107,983

Profit attributable to:

Owners of the parent

(105,965

)

83,828

Non-controlling interests

157,179

24,155

51,214

107,983

PROFIT FOR THE YEAR

51,214

107,983

OTHER COMPREHENSIVE INCOME

Foreign exchange translation

(150,324

)

(620,548

)

Gain on Acquistion of Minority interest

-

81,632

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(150,324

)

(538,916

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(99,110

)

(430,933

)

Total comprehensive income attributable to:

Owners of the parent

(256,289

)

(428,090

)

Non-controlling interests

157,179

(2,843

)

(99,110

)

(430,933

)

FIXED ASSETS

Intangible assets

12

3,994,873

3,385,356

Tangible assets

13

150,926

182,376

Investments

14

-

-

4,145,799

3,567,732

CURRENT ASSETS

Debtors

15

3,341,115

4,328,936

Cash at bank and in hand

3,855,557

5,451,963

7,196,672

9,780,899

CREDITORS

Amounts falling due within one year

16

(3,744,074

)

(4,219,936

)

NET CURRENT ASSETS

3,452,598

5,560,963

TOTAL ASSETS LESS CURRENT LIABILITIES

7,598,397

9,128,695

CREDITORS

Amounts falling due after more than one year

17

(539,061

)

(1,044,964

)

NET ASSETS

7,059,336

8,083,731

CAPITAL AND RESERVES

Called up share capital

19

11,031

11,031

Share premium

20

79

79

Capital redemption reserve

20

112

112

Other reserves

20

760,063

760,063

Retained earnings

20

5,663,339

6,773,041

SHAREHOLDERS' FUNDS

6,434,624

7,544,326

NON-CONTROLLING INTERESTS

21

624,712

539,405

TOTAL EQUITY

7,059,336

8,083,731

The financial statements were approved by the Board of Directors and authorised for issue on 8 October 2025 and were signed on its behalf by:

G Fittante - Director

FIXED ASSETS

Intangible assets

12

2,160,370

2,027,564

Tangible assets

13

4,118

9,491

Investments

14

8,203,699

8,203,891

10,368,187

10,240,946

CURRENT ASSETS

Debtors

15

4,411,095

4,596,234

Cash at bank and in hand

386,933

1,135,554

4,798,028

5,731,788

CREDITORS

Amounts falling due within one year

16

(4,061,388

)

(3,560,497

)

NET CURRENT ASSETS

736,640

2,171,291

TOTAL ASSETS LESS CURRENT LIABILITIES

11,104,827

12,412,237

CREDITORS

Amounts falling due after more than one year

17

(163,100

)

(380,567

)

NET ASSETS

10,941,727

12,031,670

CAPITAL AND RESERVES

Called up share capital

19

11,031

11,031

Capital redemption reserve

79

79

Other reserves

3,782,562

3,782,562

Retained earnings

7,148,055

8,237,998

SHAREHOLDERS' FUNDS

10,941,727

12,031,670

Company's (loss)/profit for the financial year

(220,172

)

4,165,067

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

The financial statements were approved by the Board of Directors and authorised for issue on 8 October 2025 and were signed on its behalf by:

G Fittante - Director

Called up

Capital

share

Retained

Share

redemption

capital

earnings

premium

reserve

£

£

£

£

Balance at 1 January 2023

11,031

8,988,762

79

112

Dividends

-

(1,760,633

)

-

-

Total comprehensive income

-

(455,088

)

-

-

Balance at 31 December 2023

11,031

6,773,041

79

112

Dividends

-

(853,413

)

-

-

Total comprehensive income

-

(256,289

)

-

-

Balance at 31 December 2024

11,031

5,663,339

79

112

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 January 2023

760,063

9,760,047

542,248

10,302,295

Dividends

-

(1,760,633

)

-

(1,760,633

)

Total comprehensive income

-

(455,088

)

(2,843

)

(457,931

)

Balance at 31 December 2023

760,063

7,544,326

539,405

8,083,731

Dividends

-

(853,413

)

(71,872

)

(925,285

)

Total comprehensive income

-

(256,289

)

157,179

(99,110

)

Balance at 31 December 2024

760,063

6,434,624

624,712

7,059,336

Called up

Capital

share

Retained

redemption

Other

Total

capital

earnings

reserve

reserves

equity

£

£

£

£

£

Balance at 1 January 2023

11,031

5,835,808

79

3,782,562

9,629,480

Changes in equity

Dividends

-

(1,760,633

)

-

-

(1,760,633

)

Total comprehensive income

-

4,162,823

-

-

4,162,823

Balance at 31 December 2023

11,031

8,237,998

79

3,782,562

12,031,670

Changes in equity

Dividends

-

(853,415

)

-

-

(853,415

)

Total comprehensive income

-

(236,528

)

-

-

(236,528

)

Balance at 31 December 2024

11,031

7,148,055

79

3,782,562

10,941,727

Cash flows from operating activities

Cash generated from operations

1

1,924,779

1,717,176

Interest paid

(46,316

)

(19,416

)

Tax paid

(343,517

)

(393,026

)

Net cash from operating activities

1,534,946

1,304,734

Cash flows from investing activities

Purchase of intangible fixed assets

(1,582,299

)

(2,172,703

)

Purchase of tangible fixed assets

(6,730

)

(14,237

)

Sale of tangible fixed assets

-

373

Sale of fixed asset investments

(15

)

-

Interest received

34,336

14,431

Net cash from investing activities

(1,554,708

)

(2,172,136

)

Cash flows from financing activities

New loans in year

-

652,400

Loan repayments in year

(505,903

)

(341,583

)

Equity dividends paid

(853,413

)

(1,760,633

)

Dividends paid to minority interests

(71,872

)

-

Net cash from financing activities

(1,431,188

)

(1,449,816

)

Decrease in cash and cash equivalents

(1,450,950

)

(2,317,218

)

Cash and cash equivalents at beginning of year

2

5,451,963

8,389,762

Effect of foreign exchange rate changes

(145,456

)

(620,581

)

Cash and cash equivalents at end of year

2

3,855,557

5,451,963

1.	RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Operating profit

222,801

405,131

Depreciation charges

1,006,850

967,972

Movement in Minority Interest

-

58,193

1,229,651

1,431,296

Decrease in trade and other debtors

1,004,430

454,054

Decrease in trade and other creditors

(309,302

)

(168,174

)

Cash generated from operations

1,924,779

1,717,176

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

3,855,557

5,451,963

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

5,451,963

8,389,762

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

5,451,963

(1,596,406

)

3,855,557

5,451,963

(1,596,406

)

3,855,557

Debt

Debts falling due after 1 year

(1,044,964

)

669,003

(375,961

)

(1,044,964

)

669,003

(375,961

)

Total

4,406,999

(927,403

)

3,479,596