Laminar Global Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—7

1. General Information

Laminar Global Limited is a private company, limited by shares, incorporated in England & Wales, registered number 12672497 . The registered office is C/O Brodies LLP, 90 Bartholomew Close, London, EC1A 7BN.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared on the going concern basis, despite the net liabilities of $1,599,077 (2023: $976,033) shown on the balance sheet. At the year end, the company relies on financial support from its parent company though inter-company loans. At the balance sheet date the company was indebted to its parent company by $2,167,166 (2023: $nil). The directors have obtained a letter of support from its parent company confirming the balance will not be called for repayment until sufficient working capital exists and furthermore further financial support will be given to the company to meet is liabilities as they fall due for at least the next 12 months from the approval of these accounts.

The financial statements are prepared in US Dollars, which is the functional currency of the company.

2.2. Turnover

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the company's activities.

2.3. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

30% reducing balance

2.4. Financial Instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' 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.

Basic financial assets

Basic financial assets, which include debtors, 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.

Basic financial liabilities

Basic financial liabilities, including creditors and loans 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.

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.

2.5. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into US Dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US Dollars at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

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Laminar Global Limited

Notes to the Financial Statements (continued)

For the Period 1 December 2023 to 31 December 2024

2.6. Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the period, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.7. Preparation of consolidated financial statements

The financial statements contain information about Laminar Global Limited as an individual Company and do not contain consolidated financial information as the parent of a group. The Company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements."

2.8. Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment. Investments are reviewed for impairment annually.

2.9. Comparatives

The year end has been changed to align with the new parent company. The current period figures are for the 13 month period ended 31 December 2024. The comparative figures are for the eleven months ended 30 November 2023.

3. Average Number of Employees

Average number of employees, including directors, during the period was: 6 (2023: 8)

4. Prior Period Adjustment

During the year, it was identified that costs totaling $195,040 paid on behalf of a subsidiary had been treated as an administrative expense. This was incorrect, these should have been treated as a loan to a subsidiary and subsequently written off. As a result, the prior year comparatives have been restated to reflect a decrease in administrative expenses, but an increase in exceptional items, see note 12.

5. Tangible Assets

	Computer Equipment
	$
Cost
As at 1 December 2023	2,763

As at 31 December 2024	2,763

...CONTINUED

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Laminar Global Limited

Notes to the Financial Statements (continued)

For the Period 1 December 2023 to 31 December 2024

Depreciation
As at 1 December 2023	1,060
Provided during the period	548

As at 31 December 2024	1,608

Net Book Value
As at 31 December 2024	1,155

As at 1 December 2023	1,703

6. Investments

	Subsidiaries
	$
Cost
As at 1 December 2023	1,335
Additions	1

As at 31 December 2024	1,336

Provision
As at 1 December 2023	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	1,336

As at 1 December 2023	1,335

5,000 PLN ($1,335.10) was invested in the share capital of Laminar Global Poland SP.z.o.o on 30 November 2023. This subsidiary is 100% owend by Laminal Global Limited. In addition $1 was invested in the share capital of Laminar MediaTech Limited, a company incorporated in Dubai. This subsidiary is also 100% owned by Laminar Global Limited.

7. Debtors

	31 December 2024	30 November 2023 as restated
	$	$
Due within one year
Trade debtors	237,274	304,962
Prepayments and accrued income	188,299	166,602
Other debtors	142,065	114,164
VAT	33,406	23,214
Amounts owed by subsidiaries	-	4,545

	601,044	613,487

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Laminar Global Limited

Notes to the Financial Statements (continued)

For the Period 1 December 2023 to 31 December 2024

8. Creditors: Amounts Falling Due Within One Year

	31 December 2024	30 November 2023 as restated
	$	$
Trade creditors	216,932	193,152
Corporation tax	13,139	-
Accruals and deferred income	220,126	262,226
Amounts owed to subsidiaries	18,184	-
Amounts owed to parent undertaking	2,167,166	-

	2,635,547	455,378

9. Creditors: Amounts Falling Due After More Than One Year

	31 December 2024	30 November 2023 as restated
	$	$
Other creditors	-	1,200,000

On 20 March 2023, the company entered into a ‘Simple Agreement for Future Equity’ with various investors, creating an advance to the company of $1,200,000. The investors have a right to subscribe for certain shares of the company under certain events. On 20 December 2023, a qualifying event occurred which allowed the investors to convert the advance to Seed Preference Shares at a nominal value of $1.767 per share. See note 11.

10. Share Capital

	31 December 2024	30 November 2023 as restated
Allotted, called up and fully paid	$	$
10,000,000 Ordinary Shares of $ 0.0001 each	1,000	1,000

Preference Shares

	31 December 2024	30 November 2023 as restated
Allotted, called up and fully paid	$	$
3,577,840 Seed Preference Shares of $ 0.0001 each	358	290


Shares issued during the period:	$
679,117 Seed Preference Shares of $ 0.0001 each	68

Each ordinary share carries one vote, it is not redeemable and ranks pari passu with the other equity shares in respect of the distribution of dividends. On a distribution of assets on a liquidation or a return of capital, holders of ordinary shares will be entitled after distribution to holders of seed preferred shares and deferred shares to the balance of the surplus assets pro rata to the number of ordinary shares held.

Each seed preferred share carries one vote, it is not redeemable and rank pari passu with the other equity shares in respect of the distribution of dividends. On a distribution of assets on a liquidation of a return of capital, holders of seed preferred shares will be entitled to receive the distribution of assets or return of capital in property to any other class of share.

Share Premium Account

On 22 December 2023, the company issued 679,117 new Seed Preference shares. The nominal value of each share was $0.0001, and they were issued at $1.767 per share. The premium received of $1,199,932 was credited to the share premium account.

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Laminar Global Limited

Notes to the Financial Statements (continued)

For the Period 1 December 2023 to 31 December 2024

11. Related Party Transactions

Transactions with Directors

The income statement includes $417,563 (prior period $242,683) of salaries paid to two Directors for services rendered to the Company via third party Employers of Record in Germany and the United Arab Emirates.

At the end of the period, other debtors includes $40,000 (prior period $40,000) which had been loaned by the company to one of its directors. This loan is interest free and repayable on demand. The balance was repaid in September 2025.

Transactions with Group Entities

Laminar Global Limited was acquired by A Parent Media Co. Inc on 22 December 2023. In the accounting period to 31 December 2024 Laminar Global Limited received advances from A Parent Media Co. Inc totalling $2,167,166, which are included within current liabilities.

Laminar Global Limited is the 100% shareholder of Laminar Global Poland SP. z.o.o and undertook transactions with that company during the year. The profit and loss account includes costs paid to Laminar Global Poland SP. z.o.o of $1,160,996 (prior period $2,026,318). There is an intercompany balance due to Laminar Global Poland SP. z.o.o of $18,184 at the period end (prior period $nil); and there is a prepayment of $nil at the year end (prior period $4,545).

Laminar Global Limited is the 100% shareholder of Laminar Mediatech Limited and undertook transactions on behalf of that company during the period. Expenses totalling $278,580 were paid during the period on behalf of Laminar Mediatech Limited (prior period $195,040). These amounts have been treated as loan account items which subsequently have been impaired (see note 13).

Transactions with entities with Joint Control of Significant Interest

An arrangement was entered into with a company incorporated in Singapore of which a director of Laminar Global Limited is 100% shareholder, whereby that company provided services to a third party client of Laminar Global Limited. $104,805 revenue was recorded by Laminar Global Limited in the reporting period in relation to fees arising from this arrangement (prior period $76,352), and there is a year end debit balance of $41,021 (prior period $50,673).

12. Exceptional Items

During the period ending 31 December 2024, debts totalling $278,580 owed from Laminar MediaTech Limited, a fellow group undertaking, were waived. In the period to 30 November 2023 the amount written off was $195,040.

13. Ultimate Parent Undertaking and Controlling Party

On 22 December 2023, the immediate and ultimate parent company became A Parent Media Co Inc., a company based in Canada. The registered office address of this company is Suite 320 - 333 24 Ave SW, Calgary, AB T2S 3E6 Canada.

The largest and smallest group of undertakings for which group accounts have been drawn up is that headed by A Parent Media Co Inc.

14. Audit Information

Material Uncertainty related to Going Concern

We draw your attention to note 2 of the financial statements. At the balance sheet date, the company presented net liabilities of $1,599,077 (2023: $976,033). The company relies on financial support from its parent company, A Media Parent Co. Whilst the parent company has indicated to the directors of the company that they will continue to provide financial support, in their latest audited financial statements, their auditors have concluded in its report with a material uncertainty paragraph in relation to going concern. Accordingly, as the company relies on the financial support from its parent, these conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The report of the Auditors was unqualified

The auditor's report was signed by Kristi Johnson ACA CTA (Senior Statutory Auditor) for and on behalf of Hardcastle Burton LLP , Statutory Auditor.

Hardcastle Burton LLP

Lake House

Market Hill

Royston

Hertfordshire

SG8 9JN

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		31 December 2024		30 November 2023 as restated
	Notes	$	$	$	$
FIXED ASSETS
Tangible Assets	5		1,155		1,703
Investments	6		1,336		1,335

			2,491		3,038
CURRENT ASSETS
Debtors	7	601,044		613,487
Cash at bank and in hand		432,935		62,820

		1,033,979		676,307
Creditors: Amounts Falling Due Within One Year	8	(2,635,547 )		(455,378 )

NET CURRENT ASSETS (LIABILITIES)			(1,601,568 )		220,929

TOTAL ASSETS LESS CURRENT LIABILITIES			(1,599,077 )		223,967

Creditors: Amounts Falling Due After More Than One Year	9		-		(1,200,000 )

NET LIABILITIES			(1,599,077 )		(976,033 )

CAPITAL AND RESERVES
Called up share capital	10		1,358		1,290
Share premium account			6,321,692		5,121,760
Profit and Loss Account			(7,922,127 )		(6,099,083 )

SHAREHOLDERS' FUNDS			(1,599,077)		(976,033)