The directors present the strategic report for the year ended 31 December 2024.

The principal activities of the company are the:

· Sale of GPU Servers

· Maintenance of said GPU Servers

· Supplying of cloud-based hosting services

The performance of the company for the year ended 31 December 2024 was as follows:

For the year ended 31 December 2024, the company reported revenue of $26.2 million, a significant decline from $44.2 million in 2023, primarily due to a temporary downturn in hardware sales. Gross profit shifted to a loss of $10.3 million (2023: $3.6 million profit), driven by exceptional costs related to lease termination and stock impairment. Operating results reflected a loss of $18.1 million, compared to a modest profit of $0.5 million in the prior year.

To address these challenges and support future growth, the company successfully completed a Series A funding round, raising $45 million. This capital injection strengthens the balance sheet, with net assets increasing to $51.8 million (2023: $26.1 million), and positions the business to resume hardware sales and expand operations in the coming periods.

The company’s ability to deliver its hardware products and cloud-based services depends on the availability of critical components and datacentre capacity. To mitigate this risk, the directors and management team maintain strong relationships with key partners and actively work to strengthen and extend these strategic partnerships.

The company is exposed to a number of financial risks from its operating activities. The directors are responsible for ensuring that the business risks are actively managed. The business does not trade financial instruments or use financial derivatives. The principal risks are:

Currency risk - Due to the global nature of our business, with sales and operations overseas, the business is exposed to fluctuations of US dollars against other trading currencies. The company generally does not attempt to match assets and liabilities by currency and does not use derivative contracts to manage foreign currency risks in a meaningful way.

Credit risk - The company manages its credit risk by ensuring that it only engages with counterparts that have paid deposits on contracts. The group sets and actively monitors limits for its customers based payment history and further protection that all services are based on a pre-payment basis.

Liquidity (cash flow) risk - The company manages its cash flow to ensure it can meet its obligations and requirements, and uses several reports and controls to ensure liquidity.

Price risk - Regulation and worldwide price transparency continue to create pressure on gross margins. The company closely monitors both gross margins and overheads with the objective of achieving adequate shareholder returns.

The company's approach to risk management aligns with that taken at group level.

On behalf of the board

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

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

There are no significant post reporting date events to disclose in these financial statements.

BKL Audit LLP were appointed as auditor to the company 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.

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 company and of the profit or loss of the company 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 financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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. It has done so in respect of financial risk management.

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 company’s auditor 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 company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of NexGen Cloud Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with tax regulations, EU safety legislation, anti-bribery and anti-corruption laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias with respect to key accounting estimates. Audit procedures performed by the auditors included:

• discussions with key management personnel, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

• identifying and testing manual journal entries, in particular any journal entries posted with unclear rationale and relating to key accounting estimates; and

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. Also, 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.

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.

Other matters which we are required to address

In the previous accounting period the directors of the company took advantage of audit exemption under s477 of the Companies Act 2006. The comparative period is unaudited.

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 companies.

NexGen Cloud Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor 99 Gresham Street, London, England, EC2V 7NG.

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 financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

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

This 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:

• 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• 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 financial statements of the company are consolidated in the financial statements of Bure Valley Group Limited. These consolidated financial statements are available from its registered office, Kemp House, 152-160 City Road, London, England, EC1V 2NX.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The financial statements have been prepared on a going concern basis. The company reported net assets of $5true1,482,919 (2024: $26,072,359 as restated) despite incurring a loss for the year of $19,083,124 (2024: $4,425,905 as restated). Management has prepared detailed cash flow forecasts and performed a review to support the going concern assumption. These forecasts indicate that the company has sufficient cash resources to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of computer equipment is recognised when the hardware has been installed, connected, and the system is live, as this is the point at which the significant risks and rewards of ownership transfer to the customer. At this stage, the amount of revenue can be measured reliably, it is probable that the economic benefits will flow to the company, and the associated costs can be measured with certainty.

Revenue from both the maintenance of the sold computer equipment and the provision of data centre hosting services are recognised in the period in which the services are provided in accordance with the stage of completion of the contract.

Intangible assets represent the company's holding in cryptocurrency.

Cryptocurrencies are initially measured at cost, which represents the transaction price. Subsequently, they are carried at cost less any accumulated impairment losses. Transaction costs are expensed to the income statement as incurred. At each reporting date, the company assesses whether there is any indication of impairment and, if necessary, writes down the carrying amount to its recoverable amount. Any impairment losses are recognised in the income statement.

The gain or loss arising on the disposal of an intangible asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the income statement.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Where items are internally capitalised, the assets are initially recorded at the lower of cost and market value.

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 credited or charged to the income statement.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Other investments held are revalued at year end to their market fair value, and any gains or losses are recognised immediately in the profit or loss.

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

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and net realisable value, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include trade and other receivables and cash and bank balances, and loans to fellow group companies 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 company 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 company after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables, and loans from fellow group companies, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax 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 income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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 non-current assets.

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The company contributes to the personal pension plans of certain staff with defined contribution schemes. The contributions are charged as an expense as they fall due. Any contributions unpaid at the balance sheet date are included as a creditor at that date. The company has no further payment obligations once the contributions have been paid.

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 leases asset are consumed.

Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’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.

In assessing whether there are indicators of impairment for assets (note 10), including investments in subsidiaries (note 13) and inventory provisions (note 15), the directors have considered both internal and external sources of information. This assessment includes a review of market conditions, operational performance, historical experience of recoverability, and future cash flow forecasts. Where indicators of impairment exist, the recoverable amount of the asset is estimated and compared to its carrying value. Any impairment losses identified are recognised in the income statement.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Where an indication of impairment exists, the directors carry out an impairment review of fixed assets (hardware) to determine the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and value in use. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the asset or cash-generating unit and apply an appropriate discount rate to calculate their present value. Further details of impairment assessments are provided in note 10 to these financial statements.

The company depreciates tangible fixed assets (hardware) over their estimated useful economic lives (UEL), which are typically 3 to 5 years. The estimation of useful lives is based on historical performance and expectations regarding future use, and therefore requires management to apply judgment and assumptions. Actual asset lives may vary due to factors such as technological innovation, product life cycles, and maintenance programs. Further details are provided in note 12 to these financial statements.

An analysis of the company's revenue is as follows:

The average monthly number of persons employed by the company during the year was:

Their aggregate remuneration comprised:

During the year, the company paid $332,090 (2023: $425,626) in management fees and $4,481 (2023: $66,752) for hardware-related services to directors of the company. These amounts were pro-rated where individuals did not serve as directors for the full accounting period. The company considers the amounts paid to be representative of market value and consistent with normal commercial terms.

The highest-paid director received $316,007 (2023: $425,626) for management services during the year.

The actual (credit)/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:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Investments in subsidiaries are carried at cost less any impairment. During the period, an impairment charge of $1,342,079 (2023: $4,653,144 as restated) was recognised. Unlisted investments are measured at fair value. The directors consider the fair value to be equal to their cost.

On 13 May 2024, Infrahub Compute Limited was incorporated as a new subsidiary.

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

Registered office addresses (all UK unless otherwise indicated):

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

A deferred tax asset has not been recognised in respect of tax losses of $16,200,000 as it is not probable that they will be utilised against future taxable profits.

The company contributes to the personal pension plans of certain staff with defined contribution schemes. The contributions are charged as an expense as they fall due. Any contributions unpaid at the balance sheet date are included as a creditor at that date. The company has no further payment obligations once the contributions have been paid.

The shares have full voting, dividend and capital distribution rights.

During the year, $27,880,831 was raised in respect of asset for share swaps. 11,797 Ordinary shares of 1p each were allotted in respect of these swaps at a share price of $2,178 - $4,536 per share with the total premium being $27,880,713.

A further 2,687 Ordinary shares of 1p each were allotted for cash consideration at an average share price of $3,713 per share and 2,541 Ordinary shares of 1p each were allotted at par for cash consideration.

The company received $2,657,659 in cash and asset swaps, in exchange for shares to be issued in the company at a later date. Whilst the shares have not yet been issued, the consideration received for these advanced subscriptions has been separated from share premium. Once the relevant shares have been issued, there will be a transfer from the equity reserve to share premium.

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

During the year, the entity terminated its data centre contract, which had a remaining commitment of $38,687,736. A one-off termination expense of $4,048,434, included within cost of sales, was incurred in respect of this contract.

During the year the company entered into the following transactions with related parties:

As at 31 December 2024, the company was owed $349,006 (2023: $nil) from group undertakings and $518,720 (2023: $nil) from entities in which the company's directors have an interest. All amounts due are interest free and repayable on demand.

As at 31 December 2024, the company owed $76,002 (2023: $66,752) to directors, $469,040 (2023: $543,935) to group undertakings and $1,213,693 (2023: $125,618) to entities in which the company's directors have an interest. All amounts due are interest free and repayable on demand.

During the year, revenue invoiced to group undertakings was $nil (2023: ($1,164,726)) and revenue from related parties was $224,148 (2023: $nil). Expenditure invoiced by group undertakings was $824,098 (2023: $1,180,381) and expenditure invoiced by related parties was $5,377,168 (2023: $2,460,107). The transactions were undertaken in the normal course of business.

The company's immediate parent is Bure Valley Group Limited, which is jointly owned by C Starkey and A Wade, directors of the company.

By virtue of their ability to act in concert in respect of the operational and financial policies of the company and the group, the two directors are considered to be the ultimate controlling party.

The smallest and largest group for which consolidated accounts have been prepared is that headed by Bure Valley Group Limited. Copies of the consolidated accounts are available from Kemp House, 152-160 City Road, London, England, EC1V 2NX.

The prior year’s financial statements have been restated to include equity investor fees of $550,630, which were accrued under the warranty terms and recognised as a cost of sales. This adjustment increased the reported loss for the year by $550,630. The amount has also been offset against unpaid share premium due from a related party, which is presented within other debtors.

The prior year's financial statements have been restated to recognise a deferred tax liability of $340,000 that was previously unrecorded. This adjustment reflects the tax impact of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases.

The prior year’s financial statements have been restated to include a credit note provision of $832,000, which has been applied against deferred income and trade receivables. This adjustment reflects anticipated credit notes relating to prior period sales and reduces both the carrying amount of deferred income within current liabilities and the related receivable balances within other debtors.

The prior year’s financial statements have been restated to remove a duplicate sales invoice of $1,303,353 which was issued to a subsidiary company in 2022. This adjustment has reduced retained earnings brought forward and the related receivable balance with the subsidiary company.

Following the identification of the prior year error with regard to the overstatement of sales, management reassessed the carrying value of the subsidiary and the impairment recognised in the prior year's financial statements was overstated by $647,211.

These adjustments have been treated as prior year adjustments in accordance with FRS 102 Section 10 Accounting Policies, Estimates and Errors. The combined effect of these adjustments is an increase in the loss for the year of $243,149 and an increase in the retained deficit to $6,269,308.