REGISTERED NUMBER: 08757996 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements for the Year Ended 31 December 2024

for

CEX.IO LTD

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTOR:

O Lutskevych

REGISTERED OFFICE:

78-79 Pall Mall

London

United Kingdom

SW1Y 5ES

REGISTERED NUMBER:

08757996 (England and Wales)

AUDITORS:

Zenith Audit Ltd

Statutory Auditors

Third Floor North

Warwick House

65/66 Queen Street

London

EC4R 1EB

The director presents his strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

During the year, the company continued to refine its strategic focus towards developing software products and management of intellectual property, with a particular emphasis on the fintech sector. It leverages its substantial expertise in compliance, customer support, and financial services to create revenue streams, mainly through developing its software products and offering a range of IT services.

The company management maintains strict control over its intellectual assets, managing a portfolio that includes patents, trademarks, and copyrights that are utilized by companies within its corporate group. Despite seeing significant potential in the fintech space, the company is wary of various economic risks, including the heightened scrutiny from central banks and the broader economic instability. In response to these challenges, the company has not only ventured into new markets but also emphasized a prudent approach to cost control.

By the end of 2024, the company achieved a marked improvement in its financial performance, with a smaller loss compared to the previous year and a decline in total operating costs. Turnover for the year amounted to £10.0 million (£10.6 m in 2023), and the loss before taxation was £0.6 million (loss of £1m in 2023).

Looking forward, the company intends to continue expanding its fintech software product line while sustaining operations through healthy cash reserves and a robust billing and invoicing system underpinned by clearly defined contractual arrangements. This prudent financial management, paired with a visionary approach to fintech solutions, positions the company well for the future.

The company's main business strategy is pivoting to the development of software, as well as the creation of intellectual property for its subsequent licensing and sale. Currently, the company has amassed considerable expertise and potential in compliance, customer support, and financial services for the fintech sector. These services are the foundation for revenue generation. The company plans to develop software products for the fintech sphere.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's management continues to perceive a significant risk in having contractors based in Ukraine and the continuation of the armed conflict on its territory. In 2024, this risk was further reduced by continued relocation. Additionally, management is highly attentive to the risk of economic downturn, tightening actions by central banks, and economic uncertainty. In response to this, the company is expanding into potential new markets to seek fresh opportunities and is also focusing considerably on cost control.

Our principal risks are those that have been identified as having the most impact on our business. CEX.IO Ltd has a strong process in place to manage the mitigation of these risks through robust business continuity capabilities.

Principal risks underlined by the management are:

Cybersecurity risk

A crucial part of stability for the digital assets marketplace. Being a centralized exchange service, the platform is responsible for security of assets, kept before any trades or conversions. These risks are managed by the proactive approach of CISO team, number of penetration tests, internal procedures and policies.

Regulatory risk

The group faced exits from several markets necessitated by regulators in many countries limiting crypto service provision to companies that obtain a local licence. Nevertheless, the group is working towards gaining authorization in several key regions to increase its revenue streams and continue its expansion. This will allow to obtain for CEX.IO LTD new customers for the services and increase the revenue stream and developing new IT products.

ON BEHALF OF THE BOARD:

O Lutskevych - Director

3 December 2025

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The core focus of the English company, in accordance with the Companies Act 2006, has become "Business and domestic software development". This encompasses overseeing patents, trademarks, and copyrights, which are licensed to affiliated companies within its corporate group. Moreover, the company is involved in software development and offers a spectrum of information technology (IT) services, including IT consultancy, systems integration, and solutions in cybersecurity.

DIVIDENDS

No dividends are to be distributed for the current financial year.

DIRECTOR

O Lutskevych held office during the whole of the period from 1 January 2024 to the date of this report.

GOING CONCERN

As at 31.12.2024 company had net assets of £10,378,931 (2023: £6,149,606) and loss before tax of £619,195 (2023: £943,824).

Assessment of the company's ability to continue as a going concern includes an assessment of the future economic environment as well as the company's future prospects and performance. During the 2024 the company continued to develop the strategy chosen in 2023 of developing software solutions and providing operational services to its affiliates, demonstrating a clear path for future growth and revenue generation. Engaging in contracts with group entities that provide licensed services furnishes the company with the capacity to anticipate the evolution of new services and to position a competitive product in the marketplace. Also, the Company maintains a robust cash reserve (including of digital currencies), ensuring financial sustenance for its operational endeavors over the forthcoming several years.

In 2024, the company proceeded with a consistent policy of reducing the expenses, which allowed it to incur a much smaller loss compared to the previous year. In 2025, the Group expects to start operations in several other regions by incorporating other entities, thus increasing the number of customer facing entities and customers of the services. That is why the Company has plans in place to further enhance operational efficiency by shutting down underperforming products and introducing new, promising ones. However, cost control measures are in place to manage these expenses effectively.

The company does not plan to pay dividends until it covers the losses of the previous two financial years. This approach ensures that retained earnings are reinvested into the business for growth and stability.

The financial statements have been prepared on a going concern basis. CEX.IO Holding Ltd, Cyprus, the immediate parent company, and Mr O Lutskevych, the ultimate beneficial owner, have provided the company available such funds as are needed by the company to enable it to meet its liabilities as and when they fall due. The ultimate beneficial owner has already provided two loans of £1 million and $1 million respectively, during the year 2022 and further £5.5 million long term loans have been provided by the immediate parent companyduring 2023. This together with the company's own working capital will, in the opinion of the directors, enable the company to continue in operational existence for the foreseeable future. CEX.IO LTD issued and allotted 4,848,520 new ordinary shares in February 2024, each with a nominal value of one British pound, to CEX.IO Holding LTD, converting debt into equity.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Zenith Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

O Lutskevych - Director

3 December 2025

Opinion

We have audited the financial statements of CEX.IO LTD (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 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 Auditors' 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

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

-	the Strategic Report and the Report of the Director 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

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, 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We performed risk assessment procedures and obtained an understanding of the Company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the Company's system of internal control and the fraud risk factors relevant to the Company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquiries with management regarding actual or suspected fraud, non-compliance with laws and regulations, potential litigation and claims. The engagement partner led a discussion among the audit team with particular emphasis on how and where the Company's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognise non-compliance with laws and regulations.

We considered compliance with UK Companies Act 2006, FCA regulations and the applicable tax legislation as the key laws and regulations which non-compliance could directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to:

- Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;

- Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries;

- Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period;

- Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud.

- Reviewing key correspondence with regulatory authorities such as the Financial Conduct Authority.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions, override of internal controls, 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.

Milena Mitova (Senior Statutory Auditor)

for and on behalf of Zenith Audit Ltd

Statutory Auditors

Third Floor North

Warwick House

65/66 Queen Street

London

EC4R 1EB

3 December 2025

TURNOVER

9,964,264

10,622,955

Cost of sales

(8,876,323

)

(10,357,105

)

GROSS PROFIT

1,087,941

265,850

Administrative expenses

(2,793,319

)

(4,043,350

)

(1,705,378

)

(3,777,500

)

Other operating income

1,245,736

3,020,154

OPERATING LOSS

5

(459,642

)

(757,346

)

Interest receivable and similar income

1,491

1,017

(458,151

)

(756,329

)

Interest payable and similar expenses

6

(161,044

)

(187,495

)

LOSS BEFORE TAXATION

(619,195

)

(943,824

)

Tax on loss

7

-

-

LOSS FOR THE FINANCIAL YEAR

(619,195

)

(943,824

)

LOSS FOR THE YEAR

(619,195

)

(943,824

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(619,195

)

(943,824

)

FIXED ASSETS

Intangible assets

8

577,559

628,264

Tangible assets

9

896,915

1,037,217

1,474,474

1,665,481

CURRENT ASSETS

Debtors

10

6,957,687

8,050,716

Investments

11

18,297

89,724

Cash at bank and in hand

12

6,790,815

6,196,337

13,766,799

14,336,777

CREDITORS

Amounts falling due within one year

13

(3,555,003

)

(4,718,793

)

NET CURRENT ASSETS

10,211,796

9,617,984

TOTAL ASSETS LESS CURRENT LIABILITIES

11,686,270

11,283,465

CREDITORS

Amounts falling due after more than one year

14

(1,307,339

)

(5,133,859

)

NET ASSETS

10,378,931

6,149,606

CAPITAL AND RESERVES

Called up share capital

15

5,348,520

500,000

Retained earnings

16

5,030,411

5,649,606

SHAREHOLDERS' FUNDS

10,378,931

6,149,606

The financial statements were approved by the director and authorised for issue on 3 December 2025 and were signed by:

O Lutskevych - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

500,000

6,593,430

7,093,430

Changes in equity

Total comprehensive income

-

(943,824

)

(943,824

)

Balance at 31 December 2023

500,000

5,649,606

6,149,606

Changes in equity

Issue of share capital

4,848,520

-

4,848,520

Total comprehensive income

-

(619,195

)

(619,195

)

Balance at 31 December 2024

5,348,520

5,030,411

10,378,931

Cash flows from operating activities

Cash generated from operations

1

(2,652,932

)

737,686

Finance costs paid

(161,044

)

(187,495

)

Net cash from operating activities

(2,813,976

)

550,191

Cash flows from investing activities

Purchase of intangible fixed assets

(18,461

)

(691,667

)

Purchase of tangible fixed assets

(178,687

)

(376,614

)

Sale of tangible fixed assets

1,061

-

Sale of fixed asset investments

-

100

Disposal of current asset investment

-

6,119,087

Interest received

1,491

1,017

Net cash from investing activities

(194,596

)

5,051,923

Cash flows from financing activities

Share issue

4,848,520

-

Repayment of Intercompany Loan

(1,245,470

)

-

Net cash from financing activities

3,603,050

-

Increase in cash and cash equivalents

594,478

5,602,114

Cash and cash equivalents at beginning of year

2

6,196,337

594,223

Cash and cash equivalents at end of year

2

6,790,815

6,196,337

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Loss before taxation

(619,195

)

(943,824

)

Depreciation charges

387,096

348,142

Loss on disposal of fixed assets

-

49,645

Finance costs

161,044

187,495

Finance income

(1,491

)

(1,017

)

(72,546

)

(359,559

)

Decrease/(increase) in trade and other debtors

1,164,456

(2,021,306

)

(Decrease)/increase in trade and other creditors

(3,744,842

)

3,118,551

Cash generated from operations

(2,652,932

)

737,686

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

6,790,815

6,196,337

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

6,196,337

594,223

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

6,196,337

594,478

6,790,815

6,196,337

594,478

6,790,815

Liquid resources

Current asset investments

89,724

(71,427

)

18,297

89,724

(71,427

)

18,297

Total

6,286,061

523,051

6,809,112

1.	STATUTORY INFORMATION

CEX.IO LTD is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Accounting convention

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 as applicable to companies subject to the small companies regime.

The company uses multiple currencies in its operations. Consequentially there is no one functional currency for the business though the company has selected to prepare its accounts in sterling. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value where applicable.The principal accounting policies adopted are set out below.

During the year ended 31 December 2023, the company disposed of its only subsidiary undertaking. As a result, the company ceased to be a parent undertaking within the meaning of section 1162 of the Companies Act 2006. Accordingly, consolidated financial statements have not been prepared for the current year.

The prior year financial statements were prepared on a consolidated basis and therefore are not directly comparable with the current year's single-entity financial statements. Therefore, the directors have decided to show the 2023 standalone Income Statement and Balance Sheet as the comparables for 2024 rather than the consolidated figures. The 2023 group loss before tax was £963,638

The Company sold its 99% holding in CEX.IO Labs Ltd, in Ukraine in October 2023. The

Going concern

As at 31.12.2024 company had net assets of £10,378,931 (2023: £6,149,606) and loss before tax of £619,195 (2023: £943,824).

Assessment of the company's ability to continue as a going concern includes an assessment of the future economic environment as well as the company's future prospects and performance. During the 2024 the company continued to develop the strategy chosen in 2023 of developing software solutions and providing operational services to its affiliates, demonstrating a clear path for future growth and revenue generation. Engaging in contracts with group entities that provide licensed services furnishes the company with the capacity to anticipate the evolution of new services and to position a competitive product in the marketplace. Also, the Company maintains a robust cash reserve (including of digital currencies), ensuring financial sustenance for its operational endeavors over the forthcoming several years.

In 2024, the company proceeded with a consistent policy of reducing the expenses, which allowed it to incur a much smaller loss compared to the previous year. In 2025, the Group expects to start operations in several other regions by incorporating other entities, thus increasing the number of customer facing entities and customers of the services. That is why the Company has plans in place to further enhance operational efficiency by shutting down underperforming products and introducing new, promising ones. However, cost control measures are in place to manage these expenses effectively.

The company does not plan to pay dividends until it covers the losses of the previous two financial years. This approach ensures that retained earnings are reinvested into the business for growth and stability.

The financial statements have been prepared on a going concern basis. CEX.IO Holding Ltd, Cyprus, the immediate parent company, and Mr O Lutskevych, the ultimate beneficial owner, have provided the company available such funds as are needed by the company to enable it to meet its liabilities as and when they fall due. The ultimate beneficial owner has already provided two loans of £1 million and $1 million respectively, during the year 2022 and further £5.5 million long term loans have been provided by the immediate parent company during 2023. This together with the company's own working capital will, in the opinion of the directors, enable the company to continue in operational existence for the foreseeable future. CEX.IO LTD issued and allotted 4,848,520 new ordinary shares in February 2024, each with a nominal value of one British pound, to CEX.IO Holding LTD, converting debt into equity.

Turnover

The company generates revenue from granting the use of its intellectual property, including a marketplace for digital assets, as well as providing compliance, finance, accounting, and customer support services. These services are billed in accordance with contracts based on invoices.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer Software Programme are being amortised evenly over their estimated useful life of 10 years.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings and Plant & Machinery - 33%

Leasehold improvements - over the term of lease

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.

Investments in subsidiaries

Interests in subsidiaries 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.

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.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised `development costs are subsequently amortised to ‘administrative expenses’ on a straight line basis over their expected useful economic lives, Amortisation begins when the intangible asset is available for use, ie when it is in the location and condition necessary for it to be usable in the manner intended by management.

The expected useful economic life of development costs are estimated based on business plans which set out the development plan and time to market for the associated project.

If it is not possible to distinguish between the research phase and the development phase of an internal the expenditure is treated as if it were all incurred in the research phase only.

Foreign exchange

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 are included in the profit and loss account for the period.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Cryptocurrency

Cryptocurrency assets, classified as current asset investments, are measured at fair value. Changes in fair value are recognised in 'other foreign exchange', within profit or loss.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and other short term highly liquid investments that are readily convertible to a known amount of cash.

Cash and cash equivalents at digital marketplaces

Cash and cash equivalents at digital markets comprise cash held at digital marketplaces, which is highly liquid and readily convertible to a known amount of cash.

Capital and reserves

Company's capital reserves comprises of:

- Called up share capital reserve representing the nominal value of the shares issued and

- Profit and loss account representing cumulative profits or losses, net of dividends paid and other adjustments.

Equity Instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet 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

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.

Classification of financial liabilities

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

Basic financial liabilities, including creditors, 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.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company's accounting policies, which are described in this note 2, the following judgments and key estimates have been made by the directors;

Depreciation and amortisation of tangible and intangible fixed assets

The cost of tangible fixed assets is depreciated over its estimated useful economic life. Management estimates the useful lives of these tangible assets to vary. Changes in the expected level of usage and technological developments could impact on the useful economic lives and the residual values of these assets; therefore, future depreciation charges could be revised. The accounting policy of tangible fixed assets is described in note 2. The carrying amount of the tangible fixed assets in the balance sheet is disclosed in note 9 of the financial statements.

The capitalised costs of intangible assets are amortised over their estimated useful lives. Management expect these useful lives to vary based on advances in technology and future research and development. Where the useful life of an intangible asset cannot be accurately estimated, the asset is amortised over a maximum of 10 years in accordance with FRS102.

Impairment of trade debtors and loans receivable

The company reviews trade debtor balances for impairment and this is performed on a regular basis. Those balances which are considered to be recoverable remain in trade debtors and those which are not, are impaired and the impairment loss is recorded in the profit or loss. In making this judgment, the company evaluates, among other factors, the duration and the financial health of and short-term business outlook for the trade debtors, including factors such as industry and sector performance. The accounting policy of trade debtors is described in note 2. At the year end the carrying amount of trade debtors is stated in note 10.

4.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

682,998

1,105,380

Social security costs

83,259

138,323

Other pension costs

5,866

11,357

772,123

1,255,060

The average number of employees during the year was as follows:

31.12.24

31.12.23

Average number of employees

7

12

31.12.24

31.12.23

£

£

Directors' remuneration

-

15,888

5.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Other operating leases

713,677

1,267,327

Depreciation - owned assets

317,928

284,739

Loss on disposal of fixed assets

-

49,645

Computer Software Programme amortisation

69,166

63,403

Foreign exchange differences

(206,077

)

(1,343,496

)

Auditor's remuneration

26,000

30,000

Gain on sale of digital asset

-

(1,676,658

)

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Interest paid

161,044

187,495

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

£

Loss before tax

(619,195

)

(943,824

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2023 - 23%)

(117,647

)

(217,080

)

Effects of:

Expenses not deductible for tax purposes

36,518

43,124

Capital allowances in excess of depreciation

-

(37,453

)

Depreciation in excess of capital allowances

39,598

-

prior years

Losses carried forward

41,531

211,409

Total tax charge

-

-

The company has unused tax losses for which no deferred tax asset has been recognised of £13,522,701 (2023: £13,278,433).

8.	INTANGIBLE FIXED ASSETS

Computer

Software

Programme

£

COST

At 1 January 2024

691,667

Additions

18,461

At 31 December 2024

710,128

AMORTISATION

At 1 January 2024

63,403

Amortisation for year

69,166

At 31 December 2024

132,569

NET BOOK VALUE

At 31 December 2024

577,559

At 31 December 2023

628,264