ACCOUNTS - Final Accounts

Operating loss

The operating loss is stated after charging:

Registered number: 13930218

BACASABLE UK LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

BACASABLE UK LIMITED

COMPANY INFORMATION

Directors	A J G Madrid
	R W Hong-San Yung


Registered number	13930218


Registered office	7 Bell Yard
	London
	WC2A 2JR


Independent auditors	Nyman Libson Paul LLP
	124 Finchley Road
	London
	NW3 5JS

BACASABLE UK LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 3
Directors' Report	4 - 5
Directors' Responsibilities Statement	6
Independent Auditors' Report	7 - 10
Consolidated Statement of Comprehensive Income	11
Consolidated Statement of Financial Position	12
Company Statement of Financial Position	13
Consolidated Statement of Changes in Equity	14 - 15
Company Statement of Changes in Equity	16 - 17
Consolidated Statement of Cash Flows	18
Consolidated Analysis of Net Debt	19
Notes to the Financial Statements	20 - 43

BACASABLE UK LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report for the period ended 31 December 2024.
Bacasable UK Limited primarily functions as a service entity within the group, providing administrative services to various subsidiaries engaged in blockchain entertainment and gaming. The company supports these operations by managing key administrative and operational tasks, which is critical for smooth functioning of the group's diversified activities.

Business review

In 2024, Bacasable UK Limited continued its pivotal role in supporting the group's growth and operational efficiency through its administrative services. The company generated revenues of $3,250,123, (2023: $282,724) predominantly from intercompany service charges. However, a net loss of $1,625,330 (2023: $22,939,873) was reported, primarily attributable to impairment charges recognised on prior year investments, underscoring the strategic and financial risks inherent in allocating capital to emerging crypto ventures.
Bacasable UK, operating as a cost-plus service entity and serving as the holding company for several downstream subsidiaries, continued to play a central role in supporting the wider Group’s operations through efficient delivery of both game development and marketing services across multiple jurisdictions. By centralising key operational functions, Bacasable UK helped maintain consistency in execution, ensured compliance with transfer-pricing requirements, and facilitated scalable support for the Group’s global product and brand initiatives.

Page 1

BACASABLE UK LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The company's operations are subject to key risks, including the rapid pace of technological innovation, the evolving regulatory framework governing the blockchain industry, and potential fluctuations in the internal demand for its administrative services from other group entities. To mitigate these, our strategic risk management framework emphasizes the regular review and agile adaptation of both operational and financial strategies, ensuring responsiveness to changing industry standards and the specific needs of the wider group.
To mitigate these risks, the company invests in continuous monitoring of regulatory developments, maintains close collaboration with external legal and compliance experts, and adopts scalable technologies to stay ahead of innovation cycles. Additionally, internal processes and policies are periodically reviewed and adapted to maintain service efficiency and responsiveness to group needs.
(a) Legislative and Regulatory risks
The Company is subject to numerous laws and regulations in multiple jurisdictions covering a wide range of matters. Failure to comply could have financial or reputation implications and could materially affect the Company’s ability to operate. The Company has embedded operating policies and procedures to ensure compliance with existing legislation.
(b) Market and competition
The Company operates in a highly competitive environment and faces competition from various other entities. Technological developments also have the ability to create new forms of quickly evolving competition. An effective, coherent and consistent strategy to respond to competitors and changing markets enables the Company to sustain its market share and its profitability. The Company continues to focus on service quality and performance in managing this risk.
(c) Brand and reputation risk
Damage to the Company's reputation could ultimately impede the Company's ability to execute its corporate strategy. To mitigate this risk, the Company strives continually to build its reputation through a commitment to sustainability, transparency, effective communication and best practices.
(d) Talent and skills
Failure to engage and develop the Company's existing employees or to attract and retain talented employees could hamper the Company's ability to deliver in the future. Regular reviews are undertaken of the Company's resource requirements and acted upon promptly..

Financial key performance indicators

The company closely monitors key performance indicators (KPIs) relevant to its service provision, including service delivery efficiency, cost management metrics. These indicators are crucial for assessing the effectiveness of services rendered and informing necessary adjustments to operational strategies.
Financial performance KPI - At a standalone level. Bacasable UK retained a 5.25% cost plus margin against the 5% benchmark prescribed by the Transfer Pricing Policy.
People and Productivity KPIs - The Group recorded an employee turnover rate of 47% in 2024, reflecting some organisational restructuring undertaken during the year. The employee retention rate for 2024 was approximately 67%.
Compliance and Governance KPIs - The 2023 AFS was filed after the prescribed statutory deadline and a fine was paid as a result; subsequent books have been closed, audited and filed within prescribed timelines. In the first year of the transfer pricing policy implementation, the intercompany funding mechanisms were effectively followed, with each cost-plus entity retaining the mark-up prescribed by the policy.

Page 2

BACASABLE UK LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators

Beyond financial metrics, the company also tracks non-financial key performance indicators vital for operational and strategic alignment. These include internal process efficiency, such as times for administrative tasks and automation adoption rates, which directly impact the group's overall agility. Additionally, we monitor employee training and development metrics to ensure our team possesses the skills required in the evolving blockchain sector, reinforcing our capacity to provide high-quality, specialized support to our group entities.

This report was approved by the board on 22 December 2025 and signed on its behalf.

A J G Madrid

Director

Page 3

BACASABLE UK LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Results and dividends

The loss for the year, after taxation and minority interests, amounted to $1,237,438 (2023 - loss $22,348,803).

Consequently, the directors do not recommend the payment of a dividend for the year. The company remains focused on reinvesting in its operational capabilities and infrastructure to support anticipated growth and address the evolving demands within the group.

Directors

The Directors who served during the year were:

A J G Madrid

R W Hong-San Yung

Financial instruments

The Group manages financial risks, including market risk (foreign currency and interest rate), credit risk, and liquidity risk, through policies approved by the Board. Our primary objective is to maintain sufficient liquidity while mitigating adverse impacts on performance from market fluctuations.
We use a combination of natural hedges and, where appropriate, financial instruments, with a clear policy for hedging major cross-border transactions in the pipeline to reduce cash flow volatility.
Exposure to foreign currency risk arises from the international nature of the group’s operations, managed by matching revenues and expenses where possible.
Interest rate risk is managed by minimizing exposure to external borrowing, and where required, implementing a stringent asset and liability management policy.

Credit risk on receivables and cash is managed through credit limits and dealing with highly-rated institutions.
Liquidity risk is addressed by maintaining adequate reserves and continuously monitoring intercompany cash flows to ensure funding continuity.

Matters covered in the Group Strategic Report

The Group has chosen in accordance with the Companies Act 2006, s.414C(11) to set out in the Group’s Strategic report information required by Large and Medium-sized Companies and Groups Regulations 2008, Sch.7 to be contained in the Directors’ report. It has done so in respect of the business, key performance indicators, principal risks and uncertainties and future outlook.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 4

BACASABLE UK LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

Under section 487(2) of the Companies Act 2006, Nyman Libson Paul LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 22 December 2025 and signed on its behalf.

A J G Madrid

Director

Page 5

BACASABLE UK LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group and to 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.

Page 6

BACASABLE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED

Opinion

We have audited the financial statements of BACASABLE UK LIMITED (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the , the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 31 December 2024 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the Parent 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.

Page 7

BACASABLE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report 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 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 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.

Page 8

BACASABLE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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 Group's and the Parent 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 Group or the Parent 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 an Auditors' 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 Group 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 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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and review of accounting estimates. There are inherent limitations in the audit procedures described above and, 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 Auditors' Report.

Page 9

BACASABLE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED (CONTINUED)

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 Auditors' 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.

Paul Taiano (Senior Statutory Auditor)

for and on behalf of

Nyman Libson Paul LLP

124 Finchley Road

London

NW3 5JS

23 December 2025

Page 10

BACASABLE UK LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	$	$


Turnover	4	21,836,914	19,374,036
Cost of sales		(1,625,505)	(804,912)
Gross profit		20,211,409	18,569,124
Administrative expenses		(21,365,417)	(19,587,632)
Other operating income	5	12,044	6,561
Operating loss	6	(1,141,964)	(1,011,947)
Impairment of goodwill	11	-	(21,318,007)
Interest receivable and similar income	9	203	108
Loss before taxation		(1,141,761)	(22,329,846)
Tax on loss	10	(96,360)	(18,883)
Loss for the financial year		(1,238,121)	(22,348,729)


Other comprehensive income, net of related tax effects	2,288,678	(2,394,148)
Other comprehensive income for the year	2,288,678	(2,394,148)
Total comprehensive income for the year	1,050,557	(24,742,877)

(Loss) for the year attributable to:
Non-controlling interests	(683)	74
Owners of the parent Company	(1,237,438)	(22,348,803)
	(1,238,121)	(22,348,729)

Total comprehensive income for the year attributable to:
Non-controlling interest	(683)	74
Owners of the parent Company	1,051,240	(24,742,951)
	1,050,557	(24,742,877)

The notes on pages 20 to 43 form part of these financial statements.

Page 11

BACASABLE UK LIMITED

REGISTERED NUMBER: 13930218

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		$		$

Fixed assets
Intangible assets	11		489,422		441,769
Tangible assets	12		1,303,069		1,401,562
Fixed asset investments			3,633,643		3,031,646
			5,426,134		4,874,977
Current assets
Debtors: amounts falling due within one year	14	1,583,467		1,379,785
Cash at bank and in hand	15	1,396,022		2,302,457
		2,979,489		3,682,242
Current liabilities
Creditors: Amounts Falling Due Within One Year	16	(35,834,805)		(37,036,958)
Net current liabilities			(32,855,316)		(33,354,716)
Total assets less current liabilities			(27,429,182)		(28,479,739)
Provisions for liabilities
Net liabilities			(27,429,182)		(28,479,739)

Capital and reserves
Called up share capital	18	136	136
Foreign exchange reserve	19	260,781	(2,027,897)
Profit and loss account	19	(27,694,206)	(26,456,768)
Equity attributable to owners of the parent Company		(27,433,289)	(28,484,529)
Non-controlling interests		4,107	4,790
		(27,429,182)	(28,479,739)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 December 2025.

A J G Madrid	R W Hong-San Yung
Director	Director

Page 12

BACASABLE UK LIMITED

REGISTERED NUMBER: 13930218

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		$		$

Fixed assets
Intangible assets	11		437,861		386,579
Tangible assets	12		2,766		-
Investments	13		5,687,992		6,790,716
			6,128,619		7,177,295
Current assets
Debtors: amounts falling due within one year	14	58,781		65,834
Cash at bank and in hand	15	56,689		148,211
		115,470		214,045
Current liabilities
Creditors: Amounts Falling Due Within One Year	16	(33,683,416)		(34,302,593)
Net current liabilities			(33,567,946)		(34,088,548)
Total assets less current liabilities			(27,439,327)		(26,911,253)


Net liabilities			(27,439,327)		(26,911,253)

Capital and reserves
Called up share capital	18		136		136
Foreign exchange reserve	19		(881,218)		(1,978,474)
Profit and loss account brought forward		(24,932,915)		(1,993,042)
Loss for the year		(1,625,330)		(22,939,873)
Profit and loss account carried forward			(26,558,245)		(24,932,915)
			(27,439,327)		(26,911,253)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 December 2025.

A J G Madrid	R W Hong-San Yung
Director	Director

The notes on pages 20 to 43 form part of these financial statements.

Page 13


		BACASABLE UK LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	$	$	$	$	$	$
At 1 January 2024	136	(2,027,897)	(26,456,768)	(28,484,529)	4,790	(28,479,739)

Loss for the year	-	-	(1,237,438)	(1,237,438)	(683)	(1,238,121)
Exchange differences on translation	-	2,288,678	-	2,288,678	-	2,288,678
At 31 December 2024	136	260,781	(27,694,206)	(27,433,289)	4,107	(27,429,182)

The notes on pages 20 to 43 form part of these financial statements.

Page 14


		BACASABLE UK LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	$	$	$	$	$	$
At 21 January 2023	136	366,251	(4,107,965)	(3,741,578)	4,716	(3,736,862)

Loss for the year	-	-	(22,348,803)	(22,348,803)	74	(22,348,729)
Exchange differences on translation	-	(2,394,148)	-	(2,394,148)	-	(2,394,148)
At 31 December 2023	136	(2,027,897)	(26,456,768)	(28,484,529)	4,790	(28,479,739)

The notes on pages 20 to 43 form part of these financial statements.

Page 15

BACASABLE UK LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Total equity
	$	$	$	$
At 1 January 2024	136	(1,978,474)	(24,932,915)	(26,911,253)

Loss for the year	-	-	(1,625,330)	(1,625,330)
Exchange differences on translation	-	1,097,256	-	1,097,256
At 31 December 2024	136	(881,218)	(26,558,245)	(27,439,327)

The notes on pages 20 to 43 form part of these financial statements.

Page 16

BACASABLE UK LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Foreign exchange reserve	Profit and loss account	Total equity
	$	$	$	$
At 1 January 2023	136	419,206	(1,993,042)	(1,573,700)

Loss for the year	-	-	(22,939,873)	(22,939,873)
Exchange differences on translation	-	(2,397,680)	-	(2,397,680)
At 31 December 2023	136	(1,978,474)	(24,932,915)	(26,911,253)

The notes on pages 20 to 43 form part of these financial statements.

Page 17

BACASABLE UK LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			$	$

Cash flows from operating activities
Loss for the financial year	(1,238,121)	(22,348,729)
Adjustments for:
Amortisation of intangible assets	220,437	687,687
Depreciation of tangible assets	238,556	178,677
Impairments of fixed assets	-	21,565,653
Interest received	(203)	(108)
Taxation charge	82,899	18,883
(Increase) in debtors	(202,368)	(454,183)
(Increase)/decrease in amounts owed by groups	(1,314)	-
(Decrease) in creditors	(2,587,273)	(693,752)
Increase in amounts owed to groups	1,302,221	6,701,426
Net fair value losses/(gains) recognised in P&L	2,288,678	(2,394,148)
Corporation tax received/(paid)	-	(18,000)
Net cash generated from operating activities	103,512	3,243,406

Cash flows from investing activities
Purchase of intangible fixed assets	(268,090)	(497,611)
Purchase of tangible fixed assets	(140,063)	(1,286,658)
Purchase of unlisted and other investments	(600,528)	(2,131,421)
Purchase of other fixed investments	(1,469)	-
Interest received	203	108
Net cash from investing activities	(1,009,947)	(3,915,582)

Net (decrease) in cash and cash equivalents	(906,435)	(672,176)
Cash and cash equivalents at beginning of year	2,302,457	2,974,633
Cash and cash equivalents at the end of year	1,396,022	2,302,457

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,396,022	2,302,457
	1,396,022	2,302,457

The notes on pages 20 to 43 form part of these financial statements.

Page 18

BACASABLE UK LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
$	$	$

Cash at bank and in hand	2,302,457	(906,435)	1,396,022
	2,302,457	(906,435)	1,396,022

The notes on pages 20 to 43 form part of these financial statements.

Page 19

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Bacasable UK Limited Group ("the Group") is a private company limited by shares, incorporated and domiciled in the United Kingdom. The principal activity during the year engaged in investment holding, providing services on various blockchain entertainment and gaming. Details of the nature of its operations are disclosed in the strategic report.
The financial statements presented herein provide a consolidated view of Bacasable UK Limited ("the Company") and its subsidiary entities.
The registered office of Bacasable UK Limited is located at 7 Bell Yard, London, England, WC2A 2JR.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention, modified to include certain investments at fair value and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Group's presentational currency is USD, to the nearest $. See policy 2.4 for more details.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Parent Company disclosure exemptions

The 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 the Company. The Company has therefore taken advantage of the exemptions from the following disclosure requirements for the parent Company information presented within the consolidated financial statements:

∙Section 7 - 'Statement of Cashflows and related notes and disclosures

∙Section 11 'Basic Financial instruments' and Section 12 'Other Financial Instrument issues' - disclosures in respect of the Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Group as a whole; and

∙Section 33 'Related Party Disclosures' - Compensation for the key management personnel.

The following principal accounting policies have been applied:

Page 20

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group's accounting policies when preparing the consolidated financial statements.
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries that are not held by the group. They are presented in the consolidated balance sheet within equity, separately from the equity attributable to the owners of the parent.

2.3

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future. The directors draw attention to the statement of changes in equity in the consolidated financial statements which indicates that the company incurred a net loss of $1,238,121 during the year ended 31 December 2024.
The majority of the recorded book loss is non-cash in nature and driven by the write down of intangible assets recorded as part of the German and Uruguayan subsidiaries’ acquisitions in 2022 as outlined in Note 13. As of October 2025, the Germany entity is in the middle of a winding down process and the Uruguayan entity has been scaled down due to a shift in strategic priorities.
Management has assessed the Company's ability to continue as a going concern, considering all available information for a period of at least twelve months from the date of approval of these financial statements. The directors have considered the Group’s financial position, cash flow forecasts, and access to funding. The parent entity has significant cash reserves and has confirmed its intention and ability to provide financial support to the Group for at least twelve months from the date of approval of these financial statements. Based on this support, the directors are satisfied that the Group has sufficient resources to meet its obligations as they fall due and to continue in operational existence for the foreseeable future.

Page 21

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The functional currency of each entity within the Group is determined based on the primary economic environment in which it operates, which influences the pricing of goods and services, the settlement of transactions, and the generation of income. The functional currency reflects the currency that most faithfully represents the economic effects of the underlying transactions, events, and conditions within each entity. The Group's presentational currency is United States Dollar ($) and all figures are rounded to the nearest dollar $.
The entities in the Group have the following functional currencies:
• Bacasable UK Limited: British Pounds Sterling (£), as the majority of the company’s transactions, revenues, and expenses are denominated in GBP, reflecting its operations within the United Kingdom.
• Cualit Eng. LTDA.: Uruguayan Peso (UYU), as the company operates primarily within Uruguay and its transactions are largely influenced by the local economy, where the UYU is the primary currency for settling transactions.
• The Sandbox Inc.: United States Dollar (USD), as the company’s activities are predominantly conducted in USD, with revenues and major expenses generated in this currency, which reflects the primary economic environment in which it operates.
• Sviper GmbH: Euro (€), as the company operates in Germany, where the Euro is the predominant currency used for transactions and represents the primary economic environment of the entity.
• TSB Japan, LLC: Japanese Yen (¥), as the company operates in Japan, where the Japanese Yen is the predominant currency used for transactions and represents the primary economic environment of the entity.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 22

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue includes intercompany recharges for services provided within the group when all the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

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 shall be 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 on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 23

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.10

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

2.11

Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 24

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill was fully impaired in the prior period.

Other intangible assets

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Intellectual property
Intellectual property consists of upfront minimum guarantee payments. The asset is initially measured at cost, which includes the minimum guarantee payment and any directly attributable costs necessary to prepare the asset for its intended use.
The asset is amortised over the period in which the economic benefits are consumed and revenue is generated from the related royalties. This approach aligns the amortisation expense with the recognition of royalty income, thereby reflecting the pattern in which the asset's economic benefit's are realised by the company.
Amortisation commences when the asset is available for use, typically when the intellectual property is legally protected and ready to generate royalty revenues. The amortisation method used is the units of production method, where the amortisation charge for each period is determined by the ratio of royalty payments received to the total expected royalty payments over the useful lives of the intellectual property.
The recognised intellectual property is not yet available for use as it is pending the final stages of legal protection and has not begun generating royalty revenues. As such, amortisation has not commenced. The company will reassess the availability for use status at the end of each reporting period or upon significant developments that could affect the asset’s readiness for use.
Software
Software is amortised to the profit and loss account over its estimated economic life of 5 years. Following initial recognition, software is carried at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation is recognised in the profit and loss account over the estimated useful life of the software, from the date that it is available for use.
The amortisation method reflects the pattern in which the asset's future economic benefits are expected to be consumed by the company.

Page 25

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Short-term leasehold property improvements	-	15 Years
Plant and machinery	-	5 Years
Fixtures and fittings	-	10 Years
Computer equipment	-	5 Years

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 profit or loss.

2.14

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.15

Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment losses. The investments are assessed for impairment at each reporting period date and any impairment losses are recognised immediately in the profit or loss.

Page 26

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

2.17

Financial instruments

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments i.e. 'SAFE' agreements (Simple agreements for future equity) which are financial instruments offering future equity in the issuing companies under certain predefined conditions, such as equity, liquidity and dissolution events. The assets are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value which is based on the future equity conversion terms and the probability of a triggering event. The changes in fair value are recognised in the profit or loss.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial assets have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the assets original effective interest rate.

Page 27

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Financial instruments (continued)

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic 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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors and loans due to fellow group companies are initially measured at their transaction price. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Page 28

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The key judgements and estimates that have a significant impact on the amounts recognized in the financial statements include:
• Functional Currency: Determining the functional currency of each entity in the Group involves a judgement based on the primary economic environment in which the entity operates. This includes evaluating the currency that mainly influences sales prices, labour costs, and other inputs.
• Contingent Consideration: The recognition and measurement of contingent liabilities requires judgement regarding the likelihood and timing of potential outflows of resources. These assessments are based on the probability of an event occurring and are adjusted as more information becomes available. The carrying amount of the contingent consideration at the year end was $5,865,812 (2023: $8,425,937).
• Amortisation Rates: The determination of amortisation rates for intangible assets requires judgement regarding the useful lives of those assets. This is based on the anticipated period over which the assets will generate economic benefits, which can involve a degree of estimation, particularly for assets related to technological developments.
• Valuation of SAFE Agreements: The valuation of Simple Agreement for Future Equity (SAFE) agreements requires significant judgement, particularly in determining the fair value of the instruments at reporting date. This involves estimating the future equity conversion terms and the probability of triggering events. Due to the fact that there were no triggering events in the current year, the SAFE Agreements have been recognised at cost. The valuation of the SAFE agreements at the year end was $3,632,174 (2023: $3,031,646).

Turnover

The whole of the turnover is attributable to rendering of services.

Analysis of turnover by country of destination:

					2024	2023
					$	$

United Kingdom	3,296,311	282,724
Rest of Europe	4,902,700	4,104,310
Rest of the world	13,637,903	14,987,002
	21,836,914	19,374,036

Page 29

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Other operating income
		2024	2023
		$	$

Other operating income	11,586	6,561
Sundry income	458	-
	12,044	6,561

Research & development charged as an expense	22,484	-
Exchange differences	231,006	(1,398,357)
Other operating lease rentals	74,657	-
Depreciation	238,556	249,287
Amortisation	220,437	5,023,083
Impairment of unlisted investment	-	247,645

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

62,606

56,470

Page 30

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Employees
	Staff costs were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
$	$	$	$


Wages and salaries	14,446,971	13,899,848	627,903	618,905
Social security costs	674,429	1,053,615	67,331	57,082
Cost of defined contribution scheme	20,989	10,803	13,830	10,803
	15,142,389	14,964,266	709,064	686,790

The average monthly number of employees, including the Directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees	107	154	7	8

9.	Interest receivable
		2024	2023
		$	$

	Other interest receivable	203	108
		203	108

Page 31

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Adjustments in respect of previous periods	12,570	-
	12,570	-
Foreign tax
Foreign tax on income for the year	83,790	18,883
	83,790	18,883
Total current tax	96,360	18,883

	Deferred tax
	Total deferred tax	-	-


		96,360	18,883

Page 32

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Loss on ordinary activities before tax

(1,141,761)

(22,329,846)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	(285,440)	(5,582,462)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	-	5,329,502
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	186	79
Capital allowances for year in excess of depreciation	692	44,669
Adjustments to tax charge in respect of prior periods	12,570	-
Unrelieved tax losses carried forward	284,562	208,212
Overseas taxes	83,790	18,883
Total tax charge for the year	96,360	18,883

Factors that may affect future tax charges

At the end of the reporting period the Company has unused tax losses available for offset against future profits. No deferred tax asset has been recognised due to the unpredictability of future profit streams. These tax losses do not have any expiry date.

Page 33

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Intangible assets
	Group

	Computer software	Goodwill	Total
	$	$	$
Cost
At 1 January 2024	883,338	23,514,315	24,397,653
Additions	268,090	-	268,090
At 31 December 2024	1,151,428	23,514,315	24,665,743
Amortisation
At 1 January 2024	441,569	23,514,315	23,955,884
Charge for the year on owned assets	220,437	-	220,437
At 31 December 2024	662,006	23,514,315	24,176,321
Net book value
At 31 December 2024	489,422	-	489,422
At 31 December 2023	441,769	-	441,769

Amortisation charge is recognised in administrative expenses in the statement of comprehensive income.
In the prior year, the Group conducted a thorough impairment review in accordance with IAS 36 Impairment of Assets, triggered by changes in market conditions and a reassessment of the strategic outlook for the acquired businesses. This analysis was aided by the closure of the Germany subsidiary in mid-2025. The review indicated that the recoverable amounts of the cash-generating units (CGUs) associated with these acquisitions had declined materially, primarily due to increased cost structures and evolving strategic priorities that reduced the valuation of goodwill originally recognized. As a result, a material impairment charge of $21,318,007 was recognized against the carrying value of goodwill during the prior year. This adjustment reflected a prudent reassessment of the Group’s expectations and aligns the carrying amounts of the CGUs with their recoverable amounts based on updated financial projections and industry aligned discount rates.

Page 34

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Intangible assets (continued)

	Company

		Computer software
		$
	Cost
	At 1 January 2024	497,611
	Additions	218,090
	At 31 December 2024	715,701
	Amortisation
	At 1 January 2024	111,032
	Charge for the year	166,808
	At 31 December 2024	277,840
	Net book value
	At 31 December 2024	437,861
	At 31 December 2023	386,579

Page 35

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets
	Group

	Short-term leasehold property improvements	Plant and machinery	Fixtures and fittings	Computer equipment	Total
	$	$	$	$	$
Cost or valuation
At 1 January 2024	669,187	378,457	252,661	340,191	1,640,496
Additions	82,739	27,202	7,176	22,946	140,063
At 31 December 2024	751,926	405,659	259,837	363,137	1,780,559
Depreciation
At 1 January 2024	35,119	117,397	28,330	58,088	238,934
Charge for the year on owned assets	56,153	95,768	26,563	60,072	238,556
At 31 December 2024	91,272	213,165	54,893	118,160	477,490
Net book value
At 31 December 2024	660,654	192,494	204,944	244,977	1,303,069
At 31 December 2023	634,068	261,060	224,331	282,103	1,401,562

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	$	$

Short leasehold	660,654	634,068
	660,654	634,068

Page 36

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Tangible fixed assets (continued)

	Company

		Computer equipment
		$
	Cost or valuation
	Additions	3,294
	At 31 December 2024	3,294
	Depreciation
	Charge for the year on owned assets	528
	At 31 December 2024	528
	Net book value
	At 31 December 2024	2,766
	At 31 December 2023	-

The net book value of land and buildings may be further analysed as follows:

Page 37

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Fixed asset investments
	Group

	Unlisted investments	Trade investments	Total
	$	$	$
Cost or valuation
At 1 January 2024	3,279,291	-	3,279,291
Additions	600,528	1,469	601,997
At 31 December 2024	3,879,819	1,469	3,881,288
Impairment
At 1 January 2024	247,645	-	247,645
At 31 December 2024	247,645	-	247,645
Net book value
At 31 December 2024	3,632,174	1,469	3,633,643
At 31 December 2023	3,031,646	-	3,031,646

Page 38

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

	Investments in subsidiary companies	Unlisted investments	Total
	$	$	$
Cost or valuation
At 1 January 2024	26,113,958	3,279,291	29,393,249
Additions	-	600,528	600,528
At 31 December 2024	26,113,958	3,879,819	29,993,777
Impairment
At 1 January 2024	22,354,888	247,645	22,602,533
Charge for the period	1,703,252	-	1,703,252
At 31 December 2024	24,058,140	247,645	24,305,785
Net book value
At 31 December 2024	2,055,818	3,632,174	5,687,992
At 31 December 2023	3,759,070	3,031,646	6,790,716

Page 39

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Cualit Eng Ltda	Juan Díaz de Solis esquina 2 de Febrero. Edificio GalaPuerto local SS 101,Punta del Este, Maldonado,Uruguay	Ordinary	99%
The Sandbox US Inc	9000 Washington Blvd Culver City, CA 90232, USA	Ordinary	100%
Sviper Gmbh	Schanzenstraße 12b, 20357, Hamburg, Germany	Ordinary	100%
TSB Japan, LLC	3-1-3, Minami-Aoyama, Minato-ku, Tokyo, Japan.	Ordinary	100%

In the prior year, the Group conducted a thorough impairment review in accordance with IAS 36 Impairment of Assets, triggered by changes in market conditions and a reassessment of the strategic outlook for the acquired businesses. This analysis was aided by the closure of the Germany subsidiary in mid-2025. The review indicated that the recoverable amounts of the cash-generating units (CGUs) associated with these acquisitions had declined materially, primarily due to increased cost structures and evolving strategic priorities that reduced the valuation of goodwill originally recognized. As a result, a material impairment charge of $21,318,007 was recognised against the carrying value of $23,514,314. This adjustment reflects a prudent reassessment of the Group’s expectations and aligns the carrying amounts of the CGUs with their recoverable amounts based on updated financial projections and industry aligned discount rates.

Page 40

BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
$	$	$	$


Trade debtors	440,071	88,763	-	-
Amounts owed by group undertakings	1,314	-	-	-
Other debtors	766,463	772,366	58,781	65,834
Prepayments and accrued income	375,619	518,656	-	-
	1,583,467	1,379,785	58,781	65,834

15.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		$	$	$	$

Cash at bank and in hand	1,396,022	2,302,457	56,689	148,211
	1,396,022	2,302,457	56,689	148,211

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		$	$	$	$

Payments received on account	850,145	1,317,344	-	-
Trade creditors	990,817	241,374	731,914	44,072
Amounts owed to group undertakings	26,881,636	25,579,415	26,873,760	25,600,577
Corporation tax	83,782	883	-	-
Other taxation and social security	28,764	-	-	-
Other creditors	6,999,661	9,891,871	6,077,742	8,657,944
Accruals and deferred income	-	6,071	-	-
	35,834,805	37,036,958	33,683,416	34,302,593

Included in Other creditors in 31 December 2024 was $5,865,812 (2023 - $8,425,937) is in relation to the acquisition of a subsidiary. Bacasable UK Limited are required to make a number of payments over the 3 year earn out period. This amount is recognised as a liability in the consolidated statement of financial position.
Amounts due to group undertakings are unsecured, interest free and repayable on demand.

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BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		$	$	$	$

	Financial assets
	Financial assets measured at fair value through profit or loss	3,632,174	3,031,646	3,632,174	3,031,646

Financial assets measured at fair value through profit or loss comprise various Simple Agreements for future equity ("SAFEs"), these offer potential future equity in the issuing companies under certain predefined conditions, such as Equity Financing, Liquidity Events, and Dissolution Events. As of the reporting date, there have been no triggering events (e.g., equity financing rounds or substantial operational changes) that would prompt a reassessment of the valuation. Therefore, these SAFEs are carried at their cost, which reflects the expenditure incurred in acquiring the instruments.
This measurement is appropriate in the absence of an active market and given the illiquid nature of the SAFEs, and is justified due to the lack of reliable fair value measurement options.
The valuation of the SAFEs will be reassessed if and when triggering events, such as significant equity financing rounds or substantial operational changes in the issuing entities, occur.

18.

Share Capital

Authorised, allotted, called up and fully paid
1,000,000 (2023 - 1,000,000) Ordinary shares of £0.0001 converted at the historical rate of £1 to $1.36.
The ordinary shares rank pari passu in all respects. They carry equal rights to dividends, voting, and capital distributions (including upon winding up) and have no special rights or restrictions attached. Each ordinary share carries one vote at a shareholders’ meeting and the right to receive dividends as declared by the board of directors.

19.

Reserves

Foreign Currency translation reserve

The Foreign Currency Translation Reserve arises from the translation of the financial statements of the Group's foreign operations from their functional currencies into the presentation currency (USD). The reserve reflects the cumulative gains and losses from exchange rate differences that occur when translating the net assets of subsidiaries and foreign operations.

Profit and loss account

Cumulative profit and losses of the group.

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BACASABLE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Pension commitments

Pension costs of $13,830 (2023 - $10,803) were charged to the profit and loss in relation to a defined contribution scheme.
At the reporting date there was a $nil (2023 - $nil) pension creditor.

21.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		$	$

Not later than 1 year	1,036,769	1,009,562
Later than 1 year and not later than 5 years	4,725,732	4,901,881
Later than 5 years	1,825,890	2,686,510
	7,588,391	8,597,953

22.	Related party transactions
	The Group has taken advantage of the exemption under FRS102 section 33 paragraph 1a and therefore has not reported the related party transactions or balances of companies within the group.

23.	Controlling party

The Groups immediate parent undertaking is Bacasable Global Limited and ultimate parent undertaking is Animoca Brands Corporation Limited. Animoca Brands Corporation Limited holds a majority of voting rights.
There is no ultimate controlling party.

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