REGISTERED NUMBER: 12344479 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2025

for

Rewire Holding Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

J L Merino Gonzalez

J Ruiz Gonzalez

REGISTERED OFFICE:

32 The Lycee

1 Stannary Street

London

SE11 4AD

REGISTERED NUMBER:

12344479 (England and Wales)

ACCOUNTANTS:

PPK Accountants Limited

Chartered Certified Accountants

Sandhurst House

297 Yorktown Road

Sandhurst

Berkshire

GU47 0QA

FIXED ASSETS

Intangible assets

4

-

801

Tangible assets

5

1,553

3,782

1,553

4,583

CURRENT ASSETS

Debtors

6

8,609

82,233

Cash at bank

80,899

429,301

89,508

511,534

CREDITORS

Amounts falling due within one year

7

8,977

166,170

NET CURRENT ASSETS

80,531

345,364

TOTAL ASSETS LESS CURRENT LIABILITIES

82,084

349,947

CREDITORS

Amounts falling due after more than one year

8

153,849

-

NET (LIABILITIES)/ASSETS

(71,765

)

349,947

CAPITAL AND RESERVES

Called up share capital

9

1,683

1,681

Share premium

10

5,014,664

4,938,633

Retained earnings

10

(5,088,112

)

(4,590,367

)

SHAREHOLDERS' FUNDS

(71,765

)

349,947

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 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 Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 7 May 2026 and were signed on its behalf by:

J L Merino Gonzalez - Director

J Ruiz Gonzalez - Director

1.	STATUTORY INFORMATION

Rewire Holding 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 Pound Sterling (£).

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.

The financial statements have been prepared on the going concern basis.

Turnover

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

Intangible assets

In the absence of formal guidance from GAAP regarding the treatment of cryptocurrency and other digital assets, the company has included such items in intangible assets on the assessment that cryptocurrency is not cash, currency, or a financial asset; rather, it should likely be accounted for as an indefinite-lived intangible asset.

Cryptocurrency represents a digital asset, whose main purpose is to be a medium in exchange. Cryptocurrencies have been valued at cost less impairment.

Tangible fixed assets

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

Computer equipment

-

25% on cost

Financial instruments

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 balance sheet 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

Basic financial assets, which include debtors and cash and bank balances, 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.

Classification of financial liabilities

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group undertakings and preference shares 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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.

Taxation

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

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

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

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 4 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

801

Additions

950

Disposals

(1,751

)

At 31 December 2025

-

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

801

At the year end the company held the following cryptocurrency amounts, which have been included in intangible assets:

- nil ETH (2024 - 0.40 ETH) at a value of £nil (2024 - £801)

Cryptocurrencies are a form of digital money and do not have physical substance. Therefore, the most appropriate classification is as an intangible asset. There is an active quoted market for these tokens therefore the intangible assets have been carried at a revalued amount.

An indefinite useful life is where there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity. It appears that cryptocurrencies should be considered as having an indefinite life for the purposes of IAS 38. An intangible asset with an indefinite useful life is not amortised but must be tested annually for impairment.

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 January 2025

and 31 December 2025

8,916

DEPRECIATION

At 1 January 2025

5,134

Charge for year

2,229

At 31 December 2025

7,363

NET BOOK VALUE

At 31 December 2025

1,553

At 31 December 2024

3,782

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

-

32,956

Other debtors

8,609

49,277

8,609

82,233

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

105

30,449

Taxation and social security

6,232

(1

)

Other creditors

2,640

135,722

8,977

166,170

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

153,849

-

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

10,519,926

Ordinary

£0.0001

1,052

1,050

5,023,274

B Ordinary

£0.0001

502

502

1,554

1,552

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,289,437

G Shares

£0.0001

129

129

24,163 Ordinary shares of £0.0001 each were allotted as fully paid at a premium of 3.14652 per share during the year.

10.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

(4,590,367

)

4,938,633

348,266

Deficit for the year

(497,745

)

(497,745

)

Cash share issue

-

76,031

76,031

At 31 December 2025

(5,088,112

)

5,014,664

(73,448

)

11.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 December 2025 and 31 December 2024:

2025

2024

£

£

J L Merino Gonzalez

Balance outstanding at start of year

(75,000

)

(75,000

)

Amounts repaid

(20,849

)

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

(95,849

)

(75,000

)

J Ruiz Gonzalez

Balance outstanding at start of year

(8,000

)

(8,000

)

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

(8,000

)

(8,000

)

12.	ULTIMATE CONTROLLING PARTY

The controlling party is J L Merino Gonzalez.