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Registration number: 09334050

Everguild Ltd
Annual Report and Financial Statements
for the Year Ended 31 December 2025

Everguild Ltd

Contents

Company Information | 1
Directors' Report | 2
Statement of Directors' Responsibilities | 3
Independent Auditor's Report | 4 to 6
Profit and Loss Account | 7
Balance Sheet | 8
Notes to the Financial Statements | 9 to 15
Detailed Profit and Loss Account | 16 to 17

Everguild Ltd

Company Information

Directors | Mr T Holland Mrs EM Villatte

Registered office | 20-22 Wenlock Road London England N1 7GU

Auditors | Metric Accountants Limited Level 30, The Leadenhall Building 122 Leadenhall Street London EC3V 4AB

Everguild Ltd

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors of the company

The directors who held office during the year were as follows:

Mr A Tallos (ceased 7 January 2025)

Ms I Tallos Tanarro (ceased 7 January 2025)

Mr T Holland

Mr P Mattsson (ceased 25 February 2026)

Mr A Salem (ceased 24 October 2025)

The following director was appointed after the year end:

Mrs EM Villatte (appointed 25 February 2026)

Principal activity

The principal activity of the company is the development of interactive leisure and entertainment software.

Going concern

Despite the Company recording a loss before tax for the year ended 31 December 2025, and with net liabilities at the balance sheet date, the Company continues to enjoy the financial support of its parent company, Stillfront Group AB. Due to this, our assessment is that the Company is a going concern and consequently the Company's financial statements have been prepared on a going concern basis.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 21 May 2026 and signed on its behalf by:

......................................... Mr T Holland Director

Everguild Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Everguild Ltd

Independent Auditor's Report to the Members of Everguild Ltd

Opinion

We have audited the financial statements of Everguild Ltd (the 'company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, Balance Sheet, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 Section 1A 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Everguild Ltd

Independent Auditor's Report to the Members of Everguild Ltd

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• | the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

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:

• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• | the financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit; or
• | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Everguild Ltd

Independent Auditor's Report to the Members of Everguild Ltd

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements, including how fraud may occur by enquiring of management of its own consideration of fraud. In particular, we looked at where management made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
Appropriate procedures included the review and testing of manual journals and key estimates and judgements made by management.
We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, drawing on our broad sector experience, and considered the risk of acts by the Company that were contrary to these laws and regulations, including fraud. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including the Companies Act 2006 and UK tax legislation.
We made enquiries of management with regards to compliance with the above laws and regulations and corroborated any necessary evidence to relevant information, for example, legal correspondence.
Our tests included agreeing the financial statements disclosures to underlying supporting documentation and enquiries with management.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
James Richardson (Senior Statutory Auditor)
For and on behalf of Metric Accountants Limited, Statutory Auditor
122 Leadenhall Street
London
EC3V 4AB

21 May 2026

Everguild Ltd

Profit and Loss Account for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover |  | 3,068,866 | 2,378,796
Cost of sales |  | (1,257,349) | (1,457,175)
Gross profit |  | 1,811,517 | 921,621
Administrative expenses |  | (1,983,345) | (1,000,226)
Operating loss |  | (171,828) | (78,605)
Other interest receivable and similar income |  | 122 | 216
Interest payable and similar expenses |  | (65,489) | (39,690)
|  | (65,367) | (39,474)
Loss before tax |  | (237,195) | (118,079)
Tax on loss |  | 16,490 | (78,192)
Loss for the financial year |  | (220,705) | (196,271)

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Everguild Ltd

(Registration number: 09334050)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 6 | 1,158 | 3,971
Investments | 7 | 2,585 | 2,585
|  | 3,743 | 6,556
Current assets |  |  |
Debtors | 8 | 379,903 | 629,762
Cash at bank and in hand |  | 386,387 | 235,158
|  | 766,290 | 864,920
Creditors: Amounts falling due within one year | 9 | (290,357) | (213,001)
Net current assets |  | 475,933 | 651,919
Total assets less current liabilities |  | 479,676 | 658,475
Creditors: Amounts falling due after more than one year | 9 | (561,009) | (519,103)
Net (liabilities)/assets |  | (81,333) | 139,372
Capital and reserves |  |  |
Called up share capital |  | 100 | 100
Share premium reserve |  | 134,989 | 134,989
Retained earnings |  | (216,422) | 4,283
Shareholders' (deficit)/funds |  | (81,333) | 139,372

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 21 May 2026 and signed on its behalf by:

.........................................

Mr T Holland
Director

Everguild Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
20-22 Wenlock Road
London
England
N1 7GU

These financial statements were authorised for issue by the Board on 21 May 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Everguild Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Office equipment | 33% straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Everguild Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

Debtors receivable within one year
Debtors with no stated interest rate and receivable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.
Debtors receivable after more than one year
Debtors with no stated interest rate and receivable after more than one year are recorded at transaction price as a non-current asset. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Creditors receivable within one year
Creditors with no stated interest rate and receivable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Everguild Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

3 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was 3 (2024 - 3).

4 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 9,000 | 9,000
Other fees to auditors |  |
All other non-audit services | 17,935 | 20,700

5 | Taxation

Tax charged/(credited) in the income statement

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | (16,490) | (61,808)
Deferred taxation |  |
Arising from origination and reversal of timing differences | - | 140,000
Tax (receipt)/expense in the income statement | (16,490) | 78,192

Factors that may affect future tax charges include the trading tax losses carried forward from the period ending 31 December 2025 totalling £1,396,727 (2024:£1,050,520) which may reduce the Company's tax liability on profits generated from the same trade in future periods.

Everguild Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

6 | Tangible assets

| Furniture, fittings and equipment £ | Total £
Cost or valuation
At 1 January 2025 | 5,755 | 5,755
Disposals | (2,645) | (2,645)
At 31 December 2025 | 3,110 | 3,110
Depreciation
At 1 January 2025 | 1,784 | 1,784
Charge for the year | 1,835 | 1,835
Eliminated on disposal | (1,667) | (1,667)
At 31 December 2025 | 1,952 | 1,952
Carrying amount
At 31 December 2025 | 1,158 | 1,158
At 31 December 2024 | 3,971 | 3,971

7 | Investments

| 2025 £ | 2024 £
Investments in subsidiaries | 2,585 | 2,585

Subsidiaries | £
Cost or valuation
At 1 January 2025 | 2,585
Carrying amount
At 31 December 2025 | 2,585
At 31 December 2024 | 2,585

Everguild Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
Everguild Spain, S.L.U. | Calle Edgar Neville 33, 28020, Madrid Spain | 3000 ordinary shares | 100% | 100%

Subsidiary undertakings
Everguild Spain, S.L.U. The principal activity of Everguild Spain, S.L.U. is the development of interactive leisure and entertainment software.

8 | Debtors

Current | 2025 £ | 2024 £
Trade debtors | 235,550 | 255,566
Prepayments | 74,743 | 118,691
Other debtors | - | 61,233
Corporation tax | 16,490 | 141,152
Deferred tax asset | 53,120 | 53,120
| 379,903 | 629,762

Everguild Ltd

Notes to the Financial Statements for the Year Ended 31 December 2025

9 | Creditors

Creditors: amounts falling due within one year

| 2025 £ | 2024 £
Due within one year |  |
Trade creditors | 224,560 | 142,844
Accruals and deferred income | 65,797 | 70,157
| 290,357 | 213,001

Creditors: amounts falling due after more than one year

| Note | 2025 £ | 2024 £
Due after one year |  |  |
Loans and borrowings | 10 | 561,009 | 519,103

10 | Loans and borrowings

| 2025 £ | 2024 £
Non-current loans and borrowings
Inter-group loans | 561,009 | 519,103

Inter-group loans represents an unsecured loan provided by the parent company, Stillfront Group AB. Interest on the loan is charged at LIBOR + 4.428%. During the year no repayments were made (2024: £150,000). At the balance sheet date the carrying amount was £561,009 (2024:£519,103).

11 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £0.001 each | 11,496 | 11.50 | 11,496 | 11.50

| 12 | Control

The controlling party is Stillfront Group AB, a company incorporated in Sweden. This controlling party is the ultimate controlling party.

Everguild Ltd

Detailed Profit and Loss Account for the Year Ended 31 December 2025

| 2025 £ | 2024 £
Turnover (analysed below) | 3,068,866 | 2,378,796
Cost of sales (analysed below) | (1,257,349) | (1,457,175)
Gross profit | 1,811,517 | 921,621
Gross profit (%) | 59.03% | 38.74%
Administrative expenses |  |
Employment costs (analysed below) | - | (16,684)
General administrative expenses (analysed below) | (1,979,197) | (979,422)
Finance charges (analysed below) | (1,336) | (2,065)
Depreciation costs (analysed below) | (1,835) | (1,809)
Other expenses (analysed below) | (977) | (246)
| (1,983,345) | (1,000,226)
Operating loss | (171,828) | (78,605)
Other interest receivable and similar income (analysed below) | 122 | 216
Interest payable and similar charges (analysed below) | (65,489) | (39,690)
| (65,367) | (39,474)
Loss before tax | (237,195) | (118,079)

Everguild Ltd

Detailed Profit and Loss Account for the Year Ended 31 December 2025

| 2025 £ | 2024 £

Turnover |  |
Sales | 3,068,866 | 2,378,796

Cost of sales |  |
Direct costs | (763,122) | (698,338)
Royalties payable | (494,227) | (758,837)
| (1,257,349) | (1,457,175)

Employment costs |  |
Wages and salaries (excluding directors) | - | (16,289)
Staff pensions (Defined contribution) | - | (395)
| - | (16,684)

General administrative expenses |  |
Computer software and maintenance costs | (282,028) | (90,261)
Trade subscriptions | (11,896) | (13,049)
Sundry expenses | (7,820) | (10,567)
Insurance | (184) | (182)
Travel and subsistence | (33,805) | (273)
Auditor's remuneration - The audit of the company's annual accounts | (9,000) | (9,000)
Auditors' remuneration - non audit work | (17,935) | (20,700)
Consultancy fees | (1,488,176) | (687,564)
Legal and professional fees | (150) | -
Group overheads | (128,203) | (147,826)
| (1,979,197) | (979,422)

Finance charges |  |
Bank charges | (1,336) | (2,065)

Depreciation costs |  |
Depreciation of office equipment (owned) | (1,835) | (1,809)

Other expenses |  |
Profit/(loss) on disposal of tangible fixed assets | (977) | (246)

Other interest receivable and similar income |  |
Other interest receivable | 122 | 216

Interest payable and similar expenses |  |
Other loan interest | (41,906) | (45,114)
Foreign currency gains/(losses) | (23,583) | 5,424
| (65,489) | (39,690)