The directors present their strategic report on the Group and Parent Company for the financial year ended 31 December 2024.

The Company has subsidiaries located in United Kingdom, Israel, United States of America, Cyprus, Bulgaria, Guernsey and Turkey as of 31 December 2024.

The revenues of the Group increased by 80.4% (2023: 78.3%) to $15,355,067 (2023: $8,511,319) mainly as a result of the increase in the number of customers and more activity with existing customers. The operating loss increased by 12.2% (2023: 0.95%) to $21,429,976 (2023: $19,101,444).

As of 31 December 2024, the net assets of the Group were $23,886,167 (2023: $43,239,370), The decrease is mainly due to the reduction in cashflow during the year which was utilised to fund the daily operations of the Group.

The directors consider key performance indicators to be revenue as detailed above. The directors believe that preparing the financial statements on the going concern basis is appropriate, this is discussed in the Directors' Report on page 2.

The Groups' standard supplier payment policy is to pay valid invoices within agreed terms.

The principal risks and uncertainties affecting the Group are primarily the economic climate, with higher inflation, rising interest rates and fluctuations in exchange rates.

Credit risk is the risk of loss in value of financial assets due to the counter parties failing to meet all or part of their obligations. The Group manages its credit risk by monitoring balances on a regular and on-going basis. Provision are made for doubtful debts where necessary. The credit risk is estimated by the Group to be limited.

Liquidity risk is the risk that the Group does not have sufficient liquid assets to meet its obligations as they fall due. Liquid funds are only placed with reputable institutions with high credit ratings.

The directors are aware of the foreign currency risks associated with transactions in a number of currencies around the world. The risks are monitored on a regular basis and the Group looks to put in place natural hedges where-ever possible to ensure that transactions are completed in matching currencies.

On behalf of the board

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

The principal activity of Flo Live Limited ("the Company or Parent Company") is developing through its subsidiaries ("the Group"), a cloud-based internet access management, billing, and core network platform, as well as global cellular internet access services. The Company provides support to customers mainly throughout Europe, Middle East, and Africa (EMEA), Americas and Asia-Pacific (APJ).

The loss for the financial year after providing for depreciation, amortisation, interest, fair value adjustment and taxation, amounted to $21,373,900 in 2024 and $18,846,275 in 2023.

The directors do not recommend payment of a dividend.

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

The Group plans to continue its present activities and current trading levels. Employees are kept as fully informed as practicable about developments within the business.

HW Fisher Audit were appointed as auditor to the Group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the Company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the Company is aware of that information.

The Directors have considered the budget and cashflow forecasts for the Group, which take account of the economic impact of recent global events and confirm that the Group will be able to meet its liabilities as they fall due. Post year end, the Group has received further investment which will help sustain operations for at least twelve months from the date of signing of the financial statements. Accordingly, the financial statements have been prepared on a going concern basis

The Group did not make any disclosable political donations in the current financial year.

The Group has chosen in accordance with 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 (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. These matters relate to review of the company's business and key performance indicators, supplier Group's payment policy and principal risk and uncertainties.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;

• prepare the on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Flo Live Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Group profit and loss account, the Group statement of comprehensive income, the Group balance sheet, the Company balance sheet, the Group statement of changes in equity, the Company statement of changes in equity, the Group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the Group's and 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 Parent Company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

As part of our planning process:

• We enquired of management the systems and controls the Group and Company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The Group and Company did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the Group and Company. We determined that the following were most relevant: FRS 102, Companies Act 2006 and GDPR legislation.

• We considered the incentives and opportunities that exist in the Group and Company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the Group and Company, together with the discussions held with the Group and Company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to the carrying value of investments in subsidiaries in Parent Company, the carrying value of share based payments and assessment of bad debt provisions.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

• Testing key revenue lines, in particular cut-off, for evidence of management bias.

• Obtaining third-party confirmation of material bank and loan balances in the Company.

• Documenting and verifying all significant related party and consolidated balances and transactions.

• Reviewing documentation such as the Group and Company’s board minutes, correspondence with solicitors, for discussions of irregularities including fraud.

• Testing all material consolidation adjustments.

• Testing key employee share-based schemes and reviewing the timing of expense recognition.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The Company’s loss for the year was $186,688 (2023 - $104,962 profit).

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

Flo Live Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER.

The nature of the Company's operations and its principal activities are set out in the Directors' Report.

The functional and presentational currency of the Group and the Company is United States Dollar (USD)($). Monetary amounts in these financial statements are rounded to the nearest $.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements for Parent Company information presented within the consolidated financial statements:

• Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense.

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The consolidated financial statements incorporate those of Flo Live Limited and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. All inter-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Company.

The Directors have considered the budget and cashflow forecasts for the Group, which take account of the economic impact of recent global events and confirm that the Group will be able to meet its liabilities as they fall due for a period of at least twelve months from the date of the Directors signing the financial statements for the year ended 31 December 2024.

Accordingly, the financial statements have been prepared on a going concern basis.

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the customer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

Technology and Intellectual property

Technology and Intellectual property are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal instalments over their estimated useful life of 5 years.

Customer relationships

Customer relationships are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal instalments over their estimated useful life of 10 years.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Investments held as fixed assets are stated at cost less provision for any permanent diminution in value. Income from other investments together with any related tax credit is recognised in the profit and loss account in the financial year in which it is receivable.

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

Cash and cash equivalents are basic financial assets 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. Bank overdrafts are shown within borrowings in current liabilities.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

The Group 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 Group's balance sheet when the Group becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include 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.

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

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the Group 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 Group.

The tax expense represents the sum of the tax currently payable and deferred 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 Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 if, and only if, there is 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.

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The Company also operates a defined benefit pension scheme for its employees providing benefits based on final pensionable pay. The assets of this scheme are also held separately from those of the Company, being invested with pension fund managers.

The Company's employees, the employees of the subsidiaries and other service providers are entitled to remuneration in the form of equity-settled share-based payment transactions. The cost of equity-settled transactions with employees is measured at the fair value of the equity instruments granted at the grant date.

Fair value is measured using the Black-Scholes Pricing Model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The cost of equity-settled transactions is recognised in profit and loss, together with a corresponding increase in equity, during the period in which the performance and/or service conditions are to be satisfied and ending on the day on which the relevant employees become fully entitled to the award. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a marketing condition.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the Statement of Financial Position date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated at the rates of exchange ruling at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the dale when the fair value was determined. The resulting exchange differences are dealt with in the Income Statement.

Warrants

The warrants, due to the existence of a net cash settlement mechanism are classified as derivative financial instruments and are measured at the fair value at the grant date under the provisions of FRS 102. The warrants are remeasured at fair value at each balance sheet date using a standard option pricing model to determine fair value.

Share capital of the Company

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

Preference share capital

The dividend rights of the preference shares are non-cumulative, and payment is at the discretion of the Company and requires the consent of the holders of at least 55% of issued preferred shares on an as converted basis. The preference shares carry voting rights at meetings. Based on their characteristics the preference shares are considered to be presented as equity and not liabilities.

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The Company holds investments in subsidiary companies which are measured at cost less accumulated impairment. At each reporting date, the Directors assess the carrying value of the investments for impairment.

The Company operates an international share option plan for its group employees and service providers. The Company selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The option-pricing model requires a number of assumptions, of which the most significant are the expected share price at date of issue, volatility and the vesting period. Because there has been no public market for the Company's ordinary shares, the fair value of an ordinary share at the time of grant of the option has been determined by considering a number of objective and subjective factors including financing investment rounds, operating and financial performance and general and industry specific economic outlook, amongst other factors. Refer to Note 21 of the financial statements.

The recoverability of trade receivables requires management to exercise judgement in assessing whether there is objective evidence of impairment. This involves evaluating factors such as the ageing profile of receivables, historical default experience, the financial condition of individual customers, and prevailing economic circumstances. Because these assessments rely on estimates of future cash flows and debtor behaviour, there is inherent uncertainty, and actual outcomes may differ from those assumed. As such, the provision for doubtful debts represents a significant accounting estimate that could materially affect the carrying value of receivables and reported results.

The Company has issued cash‑settled warrants that are classified as financial liabilities and measured at fair value at each reporting date. Determining this fair value requires the use of an option‑pricing model and involves significant estimation uncertainty, as management must make assumptions regarding expected volatility, risk‑free interest rates, the expected life of the warrants and the likelihood of any performance or market conditions being met. These inputs are inherently judgmental, and changes in assumptions may result in material movements in the fair value recognised in profit or loss, with actual outcomes potentially differing from estimates made at the reporting date.

The average monthly number of persons (including directors) employed by the Group and Company during the year was:

Their aggregate remuneration comprised:

Included in the wages and salaries for 2024 is the share based compensation of $1,966,569, which the balance of $1,615,497 was not included in 2023. In addition, there were no severance costs included in the pension costs, while the balance of $593,733 was included in 2023.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 1 (2023 - 1).

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

In the Parent comparative balance sheet, capital notes have been reclassified from amounts owed by Group undertakings within debtors to loans to subsidiaries within fixed asset investments. Management considers this a more appropriate classification to reflect the long term investment it has made in its subsidiary.

The reclassification affects presentation in the Parent balance sheet only and does not constitute a prior period error. There is no impact on previously reported profit, net assets, or cash flows.

Details of the Company's subsidiaries at 31 December 2024 are as follows:

As of 31 December 2024, there are no non-controlling interests as the Company holds full holding of its subsidiaries.

During 2018, the Company issued to some of its shareholders 137,500 warrants to purchase preferred A1 shares. Subsequently during 2019, the Company issued to some of its shareholders additional 74,951 warrants, under the same terms and conditions as the existing warrants, to purchase A1 shares. In 2020, the Company issued 36,064 warrants to purchase Preferred B shares to a financial institution in accordance with the loan agreement. In 2023 the Company issued additional 15,253 warrants to purchase Preferred C shares, to the financial institution in accordance with the venture lending agreement. A total of 263,768 warrants (2023: 263,768).

The warrants were classified as a derivative financial instrument. The warrants have been measured at fair value at the Statement of Financial Position date. The amounts are recognised as a long-term liability with a corresponding charge for changes in fair value recognised in the profit and loss account. The fair value at year-end was $1,564,770 (2023: $932,100).

The valuation was performed using a Black-Scholes model with assumptions including volatility of 66.02% (2023: 70.07%), risk-free rate of 4.52% (2023: 4.51%), and expected life of 3 years (2023: 3 years). The change in fair value recognised in profit or loss was $632,670 (2023: $18,093).

None of the warrants have been exercised at 31 December 2024.

The following are the major deferred tax liabilities and assets recognised by the Group and Company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.

In 2024, there were no severance costs included in the pension costs, while the balance of $593,733 was included in 2023.

On 19 March 2019, the Board of Directors of the Company has implemented a Share Option Plan ("ESOP") for the employees and also non-employees of the Company and its affiliates. The options under the ESOP give the option to the optionee to purchase shares of the Company. The specific terms of each option will be determined in the relevant option agreements between the Company and the optionees.

The following table illustrates the number of, and the movement in, options during the years ended 31 December 2024 and 2023.

The table below summarises the assumptions that were used to estimate the fair value of the options granted to employees and consultants using the Black-Scholes option-pricing model:

Ordinary Shares

The ordinary A and B shares confer upon the holders the right to attend and vote in general meetings of the Company. The ordinary shares confer upon the holders the right to a share in the Company's excess assets upon liquidation, and the right to receive dividends, if declared, all set forth in and subject to the Company's Article of Association (the "Article").

Preferred Shares

The preference shares are convertible into Ordinary Shares on a one to one basis, subject to adjustment for the anti dilution rights attached to the preference shares, which may result in additional Ordinary Shares being issued on conversion.

At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

In May 2025 two new subsidiaries were established: FCY Limited based in Cyprus and FLCH Limited in China. FLCH is a 100% subsidiary of FCY Limited, with the ultimate parent of FCY Limited as Flo Live Limited.

In August 2025, Flo Live Ltd paid compensation to a customer after their project was discontinued due to the third-party developer’s inability to deliver. This event occurred after the reporting date and does not provide evidence of conditions that existed at the 31st December 2024 to adjust the consolidated accounts. Management has considered the potential financial impact and is seeking to recover the settlement through insurance and possible claims against the third party subcontractor. The estimated effect on the Group is not yet known.

On 14 September 2025, Flo Live Limited secured further funding investments for Preferred C1 Shares at $10.5325 issue price per share. The total proceeds amounted to $9,000,000.

The office rental agreements for Israel and Bulgaria were all re-negotiated post year end, with rental terms between one and five years. The new operating lease commitment for these new leases are:

Within 1 year - $177,709

Within 2-5 years - $938,351

The Company has availed of the exemption under FRS 102 in relation to the disclosure of transactions with group undertakings.

As at the balance sheet date, amounts totaling $863,234 (2023: $879,211) were owed by the Group to companies under the same control. The amounts due in greater than one year totaling $863,234 (2023: $854,686) are unsecured and repayable later than 12 months from the balance sheet date. Interest has been charged at 1% and the outstanding interest amounted to $44,234 (2023: $35,687).