REGISTERED NUMBER: 12103258 (England and Wales)

Digital RFQ Limited

Financial Statements

for the Period

1st October 2023 to 31st December 2024

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

Director:

Mr J Khurshid

Registered office:

c/o Gateley Legal

Ship Canal House

98 King Street

Manchester

M2 4WU

Registered number:

12103258 (England and Wales)

Auditors:

Nigel Wilson & Co

Accountants & Statutory Auditor

4th Floor

100 Fenchurch Street

London

EC3M 5JD

Fixed assets

Investments

4

2,289

3,109

Current assets

Debtors

5

812,682

896,476

Cash at bank

6,871

2,800

819,553

899,276

Creditors

Amounts falling due within one year

6

2,607,782

1,910,399

Net current liabilities

(1,788,229

)

(1,011,123

)

Total assets less current liabilities

(1,785,940

)

(1,008,014

)

Creditors

Amounts falling due after more than one year

7

-

122,031

Net liabilities

(1,785,940

)

(1,130,045

)

Capital and reserves

Called up share capital

100

100

Retained earnings

(1,786,040

)

(1,130,145

)

Shareholders' funds

(1,785,940

)

(1,130,045

)

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 director and authorised for issue on 21st May 2026 and were signed by:

Mr J Khurshid - Director

1.	Statutory information

Digital RFQ Limited 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.

At the balance sheet date, the company's liabilities exceeded its assets. The company has received assurance from the Group that they will continue to give financial support to the company, and the company is in the process of obtaining new cash investment to support the immediate corporate requirements.

On this basis, the director considers it appropriate to prepare the financial statements on a going concern basis. However, should the financial support mentioned above not be forthcoming, the going concern basis used in preparing the company's financial statements may be invalid and adjustments would have to be made to reduce the value of assets to their realisable amount and to provide for any further liabilities which might arise. The financial statements do not include any adjustment to the company's assets or liabilities that might be necessary should this basis not continue to be appropriate.

Preparation of consolidated financial statements

The financial statements contain information about Digital RFQ Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent, Nukkleus Inc, 525 Washington Blvd, Jersey City, NJ, 07310-1606, United States.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Revenue comprises the invoiced value for services supplied net of sales taxes, rebates and discounts. Revenue is based on the completion of the performance obligations that constitute the delivery of financial services. The performance obligation is recognised as complete at the point in time when an identifiable service has been delivered to the customer, the customer can benefit from that service and the transfer of the service to the customer is accepted as relatively assured.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the period 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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.

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 period was 8 (2023 - 12 ) .

4.	Fixed asset investments

Shares in

group

undertakin

£

Cost

At 1st October 2023

3,109

Disposals

(820

)

At 31st December 2024

2,289

Net book value

At 31st December 2024

2,289

At 30th September 2023

3,109

5.

Debtors: amounts falling due within one year

2024

2023

£

£

Trade debtors

29,731

31,194

Amounts owed by group undertakings

111,377

159,411

Other debtors

671,574

705,871

812,682

896,476

6.

Creditors: amounts falling due within one year

2024

2023

£

£

Trade creditors

383,367

95,235

Amounts owed to group undertakings

30,821

453,252

Taxation and social security

91,224

45,712

Other creditors

2,102,370

1,316,200

2,607,782

1,910,399

7.

Creditors: amounts falling due after more than one year

2024

2023

£

£

Other creditors

-

122,031

8.	Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

41,340

31,200

Between one and five years

8,268

-

49,608

31,200

9.	Secured debts

The company has borrowings of £1,046,649 (2023; nil) which are secured as follows:

A fixed charge over key specific assets, including:

- Intellectual property (including software, domains, trademarks and related rights)

- Investments (shares, securities)

- Book debts and receivables

- Bank accounts and monies standing to the credit of those accounts

- Insurance policies and proceeds

- Key contracts and business agreements (by assignment way of security)

Assets subject to fixed charges cannot be disposed of without lender consent, indicating a high level of lender control.

A floating charge is granted over all remaining assets of the company not otherwise subject to a fixed charge, including present and future assets and the general undertaking of the business.

The floating charge allows the company to deal with these assets in the ordinary course of business until crystallisation.

The floating charge automatically crystallises upon insolvency or certain default events, at which point it converts into a fixed charge. The debenture constitutes a qualifying floating charge, giving the chargeholder the right to appoint an administrator or receiver without court order.

10.	Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

David Hatchard BA FCA (Senior Statutory Auditor)

for and on behalf of Nigel Wilson & Co

11.	Ultimate controlling party

At the balance sheet date, the immediate parent company is Match Financial Limited, a company incorporated in England and Wales, whose registered office address is the same as that of Digital RFQ Limited.

Match Financial Limited is a subsidiary of Nukkleus Inc, a company registered in the USA, which is the ultimate parent undertaking and whose registered address is, 525 Washington Blvd, Jersey City, NJ, 07310-1606, United States.The ultimate controlling party is Emil Assentato, an American citizen.

At the date of the Directors Report, the immediate and ultimate controlling party transferred to Match Financial Holdings Ltd. A company incorporated in England and Wales, whose registered office address is the same as that of Digital RFQ Limited.