REGISTERED NUMBER: 09297297 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

SIGNAL VENTURES LTD

Page

Company Information

1

Balance Sheet

2

Statement of Changes in Equity

3

Notes to the Financial Statements

4

DIRECTOR:

Miss S Ciccone

REGISTERED OFFICE:

83 Cambridge Street

Pimlico

London

SW1V 4PS

REGISTERED NUMBER:

09297297 (England and Wales)

INDEPENDENT AUDITORS:

George Hay & Company

Chartered Accountants

& Statutory Auditors

83 Cambridge Street

London

SW1V 4PS

FIXED ASSETS

Intangible assets

4

-

512,909

Tangible assets

5

-

-

Investments

6

13,037,990

12,533,312

13,037,990

13,046,221

CURRENT ASSETS

Debtors

7

1,870,256

2,226,017

Cash at bank

369,753

468,010

2,240,009

2,694,027

CREDITORS

Amounts falling due within one year

8

3,811,534

3,320,955

NET CURRENT LIABILITIES

(1,571,525

)

(626,928

)

TOTAL ASSETS LESS CURRENT LIABILITIES

11,466,465

12,419,293

CREDITORS

Amounts falling due after more than one year

9

8,057,711

9,084,537

NET ASSETS

3,408,754

3,334,756

CAPITAL AND RESERVES

Called up share capital

148

148

Share premium

5,000,000

5,000,000

Other reserves

3,056,896

3,015,463

Retained earnings

(4,648,290

)

(4,680,855

)

SHAREHOLDERS' FUNDS

3,408,754

3,334,756

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the director and authorised for issue on 30th December 2025 and were signed by:

Miss S Ciccone - Director

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

$

$

$

$

$

Balance at 1st January 2023

148

(4,204,766

)

5,000,000

2,742,536

3,537,918

Changes in equity

Total comprehensive income

-

(476,089

)

-

272,927

(203,162

)

Balance at 31st December 2023

148

(4,680,855

)

5,000,000

3,015,463

3,334,756

Changes in equity

Total comprehensive income

-

32,565

-

41,433

73,998

Balance at 31st December 2024

148

(4,648,290

)

5,000,000

3,056,896

3,408,754

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the US Dollar ($).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Going Concern

The company has net current liabilities of ($1,571,525). In the event that additional funds are needed, the company is able to obtain funding from it's sole shareholder in the form of either an equity contribution or a loan. The shareholder gives assurances that they will be able to support the liquidity needs of the company for the foreseeable future and, at a minimum for the next twelve months.

Significant judgements and estimates

Critical accounting judgements concerning the future or key sources of estimation uncertainty at the balance sheet date that may have a significant risk of causing a material adjustment to the financial statements are as follows:

Listed investments

Listed investments are carried at market value.

Carrying value of unlisted investments

Unlisted investments are initially measured at cost. Management assesses on an ongoing basis whether there is any indication of impairment in relation to unlisted investments. If an indicator or condition is found to exist at the balance sheet date, management will assess the investment for impairment, by calculating its recoverable amount and comparing to its carrying value.

Patents and licences

Patents and licences are initially measured at cost. After initial recognition, they are measured at cost less any accumulated amortisation and any accumulated impairment losses. Gains and losses are recognised in the profit and loss account.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Cryptocurrency asset

Cryptocurrency assets are carried at fair value. Revaluation gains are recognised in other comprehensive income and revaluation losses are recognised in the profit and loss account. Deferred tax is provided on these gains/(losses) at the rate expected to apply when the assets are sold.

Tangible fixed assets

Tangible fixed assets are held at cost less accumulated depreciation and impairment charges.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful

life.

Fixtures and fittings - 33.33% straight line

Financial instruments

The Company enters into financial transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and investments in non-puttable ordinary shares, convertible loans, futures and options.

Financial assets that are measured at cost and amortised cost in accordance with Section 11 of FRS 102 are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

Listed fixed asset investments are carried at fair value. Revaluation gains/losses are recognised in the profit and loss account. Deferred tax is provided on these gains/losses at the rate expected to apply when the investments are sold.

Unlisted fixed asset investments are stated at historical cost less any provision for impairment. Realised and unrealised gains/losses are recognised in the profit and loss account.

Financial assets that are measured in accordance with Section 12 of FRS 102 are initially measured at fair value on the date the contract is entered in to and are subsequently measured at fair value through the profit and loss account. Futures and options are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

Financial liabilities that meet the conditions in Section 11 of FRS 102 are measured at amortised cost using the effective interest rate method. Financial liabilities that are payable or receivable within one year are measured at the undiscounted amount of the cash or other consideration expected to be paid or received. If the arrangement constitutes a financing transaction the company measures the financial liability at the present value of the future payment discounted at a market rate of interest for a similar financial liability.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

The accounts are prepared using the United States Dollars ($USD) as the base currency and a Sterling (£GBP) exchange rate of £1:$1.3372 (2023: £1:$1.27303) as at 31 December 2024.

Assets and liabilities in foreign currencies are translated into dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Commissions receivable

Commissions receivable are recognised in the profit and loss account in the period the related contract is performed.

Other reserves

Other reserves relate to the discounting applied to the value of shareholder loans over the term of the loans.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 1 ) .

4.	INTANGIBLE FIXED ASSETS

Patents

and

Cryptocurrency

licences

asset

Totals

$

$

$

COST OR VALUATION

At 1st January 2024

72,413

482,134

554,547

Disposals

(72,413

)

(605,914

)

(678,327

)

Revaluations

-

123,780

123,780

At 31st December 2024

-

-

-

AMORTISATION

At 1st January 2024

41,638

-

41,638

Amortisation for year

7,281

-

7,281

Eliminated on disposal

(48,919

)

-

(48,919

)

At 31st December 2024

-

-

-

NET BOOK VALUE

At 31st December 2024

-

-

-

At 31st December 2023

30,775

482,134

512,909

Cost or valuation at 31st December 2024 is represented by:

Patents

and

Cryptocurrency

licences

asset

Totals

$

$

$

Valuation in 2021

-

743,677

743,677

Valuation in 2022

-

(3,375,801

)

(3,375,801

)

Valuation in 2023

-

114,258

114,258

Valuation in 2024

(72,413

)

2,517,866

2,445,453

Cost

72,413

-

72,413

5.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

$

COST

At 1st January 2024

and 31st December 2024

4,805

DEPRECIATION

At 1st January 2024

and 31st December 2024

4,805

NET BOOK VALUE

At 31st December 2024

-

At 31st December 2023

-

The fixtures and fittings above are fully depreciated.

6.	FIXED ASSET INVESTMENTS

Other

investments

$

COST OR VALUATION

At 1st January 2024

12,533,312

Additions

1,187,736

Disposals

(973,130

)

Revaluations

290,072

At 31st December 2024

13,037,990

NET BOOK VALUE

At 31st December 2024

13,037,990

At 31st December 2023

12,533,312

The market value of listed investments as at 31 December 2024 was $2,165,440 (2023: $1,583,201).

At 31 December 2024 there were unlisted investments held at cost less impairment to the value of $10,872,550 (2023: $10,950,111).

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

$

$

Other debtors

1,787,075

1,416,754

Deferred tax

83,181

786,681

Prepayments and accrued income

-

22,582

1,870,256

2,226,017

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

$

$

Other loans

1,980,198

-

Trade creditors

5,756

-

Other creditors

1,769,840

3,282,327

Accrued expenses

55,740

38,628

3,811,534

3,320,955

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

$

$

Other creditors - 2-5 years

980,296

2,931,182

Other creditors > 5 years

7,077,415

6,153,355

8,057,711

9,084,537

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Other creditors > 5 years

7,077,415

6,153,355

Further details of the balances falling due after more than one year are provided in Note 11.

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Marino Achilleos FCCA (Senior Statutory Auditor)

for and on behalf of George Hay & Company

11.	RELATED PARTY DISCLOSURES

Amounts due in more than one year (see Note 10) relate to loans totalling $13,100,000 (2023: $12,100,000) from I Martinos, the ultimate controlling party. The loans are interest free and repayable between 2025 and 2034. In accordance with the company's accounting policies, the loans are recognised at their amortised cost of $10,037,909 (2023: $9,084,537).

The $100,000 loan which was due from Mr F Thaler, a connected party was fully repaid in February 2023. The loan was initially secured against certain assets of the borrower in the event of default.