REGISTERED NUMBER: SC616218 (Scotland)

Financial Statements for the Year Ended 31 December 2024

for

Accelalpha Europe Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

N Ganesh

Ms D L Adams

REGISTERED OFFICE:

IBM United Kingdom Limited Office

C/O Wizu, 2 West Regent Street

Glasgow

Glasgow

G2 1RW

REGISTERED NUMBER:

SC616218 (Scotland)

AUDITORS:

Sygma Chartered Accountants

1 Sopwith Crescent

Wickford

Essex

SS11 8YU

FIXED ASSETS

Tangible assets

4

33,175

4,444

Investments

5

2,989,708

2,989,708

3,022,883

2,994,152

CURRENT ASSETS

Debtors

6

513,435

255,313

Cash at bank

271,245

9,594

784,680

264,907

CREDITORS

Amounts falling due within one year

7

3,048,734

4,988,403

NET CURRENT LIABILITIES

(2,264,054

)

(4,723,496

)

TOTAL ASSETS LESS CURRENT LIABILITIES

758,829

(1,729,344

)

CAPITAL AND RESERVES

Called up share capital

100

100

Share premium

3,326,094

-

Retained earnings

(2,567,365

)

(1,729,444

)

758,829

(1,729,344

)

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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 31 December 2025 and were signed on its behalf by:

N Ganesh - Director

1.	STATUTORY INFORMATION

Accelalpha Europe Ltd is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

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.

Preparation of consolidated financial statements

The financial statements contain information about Accelalpha Europe Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Accelalpha Inc, 910 118th Avenue SE, Ste 300, Bellevue, Washington 98005, United States.

Turnover

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

Tangible fixed assets

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

Plant and machinery etc

-

15% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 16 (2023 - 18 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

9,980

Additions

46,738

At 31 December 2024

56,718

DEPRECIATION

At 1 January 2024

5,536

Charge for year

18,007

At 31 December 2024

23,543

NET BOOK VALUE

At 31 December 2024

33,175

At 31 December 2023

4,444

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakin

£

COST

At 1 January 2024

and 31 December 2024

2,989,708

NET BOOK VALUE

At 31 December 2024

2,989,708

At 31 December 2023

2,989,708

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

516,291

247,845

Other debtors

(2,856

)

7,468

513,435

255,313

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

420

5,839

Amounts owed to group undertakings

2,382,066

2,988,814

Taxation and social security

357,837

72,782

Other creditors

308,411

1,920,968

3,048,734

4,988,403

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

The Report of the Auditors was qualified on the following basis:

Basis for disclaimer of opinion

The Company’s opening balances as at 1 January 2024 include retained earnings and other balance sheet amounts derived from financial information for prior periods which were not audited.

During the course of our audit, we identified multiple material inconsistencies and unsupported balances within the prior period financial information. These included cumulative prior period adjustments recorded through retained earnings, balances included within other creditors which were not supported by underlying documentation, and the classification and presentation of investment balances which were materially misstated in the prior period.

Management recorded a number of adjustments to opening balances in order to correct these matters. However, management was unable to provide sufficient supporting records or analysis to enable us to determine the nature, completeness or accuracy of these adjustments, or to verify the resulting opening balances.

As a result, we were unable to obtain sufficient appropriate audit evidence regarding the opening

balances of the Company, the related comparative information, or the effect on the financial statements

for the year ended 31 December 2024. The possible effects of these matters are both material and

pervasive to the financial statements.

Matters required to report by exception

- we have not obtained all the information and explanations that we considered necessary for the purposes of our audit; and

- we were unable to determine whether adequate accounting records had been kept.

Although management provided information and explanations during the course of the audit, we were unable to obtain sufficient appropriate audit evidence to verify the completeness and accuracy of certain balances and adjustments, particularly in respect of opening balances and comparative information.

These matters arise from the unreliability of historic accounting records rather than from a lack of cooperation by management.

Except for the matters described above, we have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

A Chandler FCA (Senior Statutory Auditor)

for and on behalf of Sygma Chartered Accountants

9.	RELATED PARTY DISCLOSURES

During the year ended 31 December 2023, the Company received funding from Accelalpha Inc (its parent company at the time) by way of intercompany loans resulting in a total borrowed £1,670,101. During 2024, further amounts were advanced, resulting in a total outstanding balance of £3,326,094 immediately prior to recapitalization. Following the conversion, the balance was extinguished and credited to share premium.

At 31 December 2024, there were no amounts outstanding between the Company and IBM in respect of intercompany loans.

10.	ULTIMATE CONTROLLING PARTY

Accelalpha Europe Ltd is a wholly owned subsidiary of International Business Machines Corporation, a company incorporated within the United States of America. Its registered office is:

International Business Machines Corporation,

New Orchard Road,

Armonk,

New York

10504.