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REGISTERED NUMBER: 13786359 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PORTOFINO TECHNOLOGIES UK LTD

PORTOFINO TECHNOLOGIES UK LTD (REGISTERED NUMBER: 13786359)

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 3 |

PORTOFINO TECHNOLOGIES UK LTD

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2024

| DIRECTORS: | L Lancia

| T Moustapha

| SECRETARY: | Oakwood Corporate Secretary Limited

| REGISTERED OFFICE: | 3rd Floor 1 Ashley Road

| Altrincham

| United Kingdom

| Cheshire

| WA14 2DT

| REGISTERED NUMBER: | 13786359 (England and Wales)

| ACCOUNTANTS: | Green and Purple Limited

| Building 1000

| Cambridge Research Park

| Waterbeach

| Cambridgeshire

| CB25 9PD

PORTOFINO TECHNOLOGIES UK LTD (REGISTERED NUMBER: 13786359)

BALANCE SHEET

31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 276,260 |  | 40,852 |  |

CURRENT ASSETS

Debtors | 5 | 6,350,911 |  | 4,840,178 |  |

Cash at bank | 32,447 |  | 319,906 |  |

6,383,358 |  | 5,160,084 |  |

CREDITORS

Amounts falling due within one year | 6 | (431,777 | ) | (124,935 | ) |

NET CURRENT ASSETS | 5,951,581 |  | 5,035,149 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 6,227,841 |  | 5,076,001 |  |

CAPITAL AND RESERVES

Called up share capital | 7 | 3 |  | 2 |  |

Share premium | 8 | 2,051,838 |  | 899,999 |  |

Capital contribution | 8 | 4,176,000 |  | 4,176,000 |  |

6,227,841 |  | 5,076,001 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 10 April 2026 and were signed on its behalf by:

L Lancia - Director

PORTOFINO TECHNOLOGIES UK LTD (REGISTERED NUMBER: 13786359)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | Statutory information

| Portofino Technologies UK 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.

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.

| 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.

| - Office Equipment |  | 25% Straight Line |  |

| - Computer Equipment |  | 25% Straight Line |  |

| 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.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| 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.

PORTOFINO TECHNOLOGIES UK LTD (REGISTERED NUMBER: 13786359)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | Accounting policies - continued

| Revenue recognition

| Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| The company is contracted by Portofino Technologies AG to provide the following services: General Administration, Strategic Management Services, Marketing, Finance, Insurance, IT, Human Resources, Procurement, Taxation and Legal.

| The costs are associated with the provision of these services are recharged to Portofino Technologies AG under the terms of a service agreement between the two companies.

3. | Employees and directors

| The average number of employees during the year was 15 (2023 - 13 ) .

4. | Tangible fixed assets

| Plant and |

| Land and |  | machinery |

| buildings |  | etc |  | Totals

£ | £ | £ |

| Cost

| At 1 January 2024 | 195,689 |  | 40,323 |  | 236,012 |  |

| Additions | 452,676 |  | 11,666 |  | 464,342 |  |

| Disposals | (195,689 | ) | (9,710 | ) | (205,399 | ) |

| At 31 December 2024 | 452,676 |  | 42,279 |  | 494,955 |  |

| Depreciation

| At 1 January 2024 | 181,515 |  | 13,645 |  | 195,160 |  |

| Charge for year | 212,545 |  | 10,653 |  | 223,198 |  |

| Eliminated on disposal | (195,689 | ) | (3,974 | ) | (199,663 | ) |

| At 31 December 2024 | 198,371 |  | 20,324 |  | 218,695 |  |

| Net book value

| At 31 December 2024 | 254,305 |  | 21,955 |  | 276,260 |  |

| At 31 December 2023 | 14,174 |  | 26,678 |  | 40,852 |  |

5. | Debtors: amounts falling due within one year |

2024 | 2023 |

£ | £ |

| Amounts owed by group undertakings | 6,129,801 |  | 4,757,883 |  |

| Other debtors | 221,110 |  | 82,295 |  |

6,350,911 |  | 4,840,178 |  |

PORTOFINO TECHNOLOGIES UK LTD (REGISTERED NUMBER: 13786359)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

6. | Creditors: amounts falling due within one year |

2024 | 2023 |

£ | £ |

| Trade creditors | 40,261 |  | 714 |  |

| Amounts owed to group undertakings | 43,034 |  | - |  |

| Taxation and social security | 74,911 |  | 75,301 |  |

| Other creditors | 273,571 |  | 48,920 |  |

431,777 |  | 124,935 |  |

7. | Called up share capital

| Allotted, issued and fully paid |  | 2024 |  | 2023 |  |

|  | $ |  | $ |  |

| Ordinary shares |  | 4 |  | 2 |  |

| During the year, the company issued the following shares:

| On 25 September 2024, the company issued 1 ordinary share for an aggregate consideration of $901,062.

| On 26 March 2024, the company issued 1 ordinary share for an aggregate consideration of $608,963.

8. | Reserves

| Retained |  | Share |  | Capital |

| earnings |  | premium |  | contribution |  | Totals

£ | £ | £ | £ |

| At 1 January 2024 | - |  | 899,999 |  | 4,176,000 |  | 5,075,999 |  |

| Profit for the year | - | - |

| Cash share issue | - |  | 1,151,839 |  | - |  | 1,151,839 |  |

| At 31 December 2024 | - |  | 2,051,838 |  | 4,176,000 |  | 6,227,838 |  |

| The capital contributions include capital contributed to the Company by its parent, Portofino Technologies AG. Per the company agreement, the contribution is a non-distributable reserve which was not made in consideration of any goods or services and which at no point may become repayable.

9. | Related party disclosures

| Portofino Technologies UK Ltd charged £3,642,073 (2023: £2,995,351) of Service Fee to its parent company, PortofinoTechnologies AG, per the pricing agreement between the two companies.

10. | Share-based payment transactions

| Share options |  | Dec 2024 |  | Dec 2023 |  |

| Outstanding at the beginning of the period |  | 2,893 |  | 2,893 |  |

| Granted during the period |  | 9,244 |  | - |  |

| Exercised during the period |  | - |  | - |  |

| Cancelled during the period |  | (1,342 | ) | - |  |

| Outstanding at the end of the period |  | 10,795 |  | 2,893 |  |

| The company commenced a company share option plan in March 2023. The total charge for the year relating to the employee share based payment plans was £Nil (2023: £Nil) in accordance with the provisions of FRS 102 (Section 1A).