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Registration number: 09696838

Prepared for the registrar
Digital Reality Corp Ltd
Annual Report and Unaudited Financial Statements
for the Year Ended 31 December 2025

Digital Reality Corp Ltd

Contents

Balance Sheet | 1
Notes to the Unaudited Financial Statements | 2 to 9

Digital Reality Corp Ltd

(Registration number: 09696838)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 4 | 34,923 | 16,571
Investments | 5 | 2,001 | 2,001
|  | 36,924 | 18,572
Current assets |  |  |
Debtors | 6 | 3,716,398 | 4,546,120
Cash at bank and in hand |  | 107,191 | 65,887
|  | 3,823,589 | 4,612,007
Creditors: Amounts falling due within one year | 7 | (871,760) | (1,277,266)
Net current assets |  | 2,951,829 | 3,334,741
Total assets less current liabilities |  | 2,988,753 | 3,353,313
Creditors: Amounts falling due after more than one year | 7 | - | (22,898,325)
Net assets/(liabilities) |  | 2,988,753 | (19,545,012)
Capital and reserves |  |  |
Called up share capital | 9 | 27,809 | 1,796
Share premium reserve |  | 53,167,263 | 25,521,871
Retained earnings |  | (50,206,319) | (45,068,679)
Shareholders' funds/(deficit) |  | 2,988,753 | (19,545,012)

For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• | The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
• | The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 8 June 2026 and signed on its behalf by:

N Crawford Director |  |

Digital Reality Corp Ltd

Notes to the Unaudited 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:
5th Floor One New Change
London
EC4M 9AF

| 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 for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Going concern

The directors have reviewed the company's financial position at 31 December 2025 and expect that the company will continue to sustain itself for the foreseeable future through the continued support from an investor.

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 and after eliminating sales within the company.
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 rates prevailing on the initial transaction dates.
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 and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation 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 on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the
company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Digital Reality Corp Ltd

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

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position 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
Fixtures and fittings | 25 - 33% straight line

Research and development costs

The company carries out a substantial amount of research and development. The directors have chosen to write off this expenditure to the profit and loss account in the period in which it is incurred.

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.

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 all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Digital Reality Corp Ltd

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

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.

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

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.

Digital Reality Corp Ltd

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

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
Non-financial assets:
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
Financial assets:
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was as follows:

| 2025 No. | 2024 No.
Average number of employees | 31 | 30

Digital Reality Corp Ltd

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

| 4 | Tangible assets

| Furniture, fittings and equipment £
Cost
At 1 January 2025 | 628,545
Additions | 34,288
At 31 December 2025 | 662,833
Depreciation
At 1 January 2025 | 611,973
Charge for the year | 15,937
At 31 December 2025 | 627,910
Carrying amount
At 31 December 2025 | 34,923
At 31 December 2024 | 16,571

| 5 | Investments

| 2025 £ | 2024 £
Investments in subsidiaries | 2,001 | 2,001

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) 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
Digital Reality Corp | United States | Ordinary shares | 0% | 100%
Digital Reality FZ-LLC | United Arab Emirates | Ordinary shares | 100% | 100%
Digital Property Corp (PTE) Limited | Singapore | Ordinary shares | 100% | 100%
Digital Reality Corp LLC | United Arab Emirates | Ordinary Shares | 100% | 100%

Digital Reality Corp Ltd

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

Subsidiary undertakings

Digital Reality Corp
Its financial period end is 31 December. The profit for the financial period of Digital Reality Corp was £760,896 and the aggregate amount of capital and reserves at the end of the period was (£Nil). During the year, Digital Reality Corp was liquidated.
Digital Reality FZ-LLC
Its financial period end is 31 December. The loss for the financial period of Digital Reality FZ-LLC was £407,271 and the aggregate amount of capital and reserves at the end of the period was (£2,321,457).
Digital Property Corp (PTE.) Limited
Its financial period end is 31 December. The loss for the financial period of Digital Property Corp (PTE.) Limited was £38,699 and the aggregate amount of capital and reserves at the end of the period was (£265,408).
Digital Reality Corp LLC
Its financial period end is 31 December. The loss for the financial period of Digital Reality Corp LLC was £35,868 and the aggregate amount of capital and reserves at the end of the period was (£2,015).

| 6 | Debtors

| 2025 £ | 2024 £
Trade debtors | 265,812 | 121,853
Receivables from related parties | 3,103,518 | 3,542,319
Prepayments | 71,551 | 71,673
Other debtors | 56,562 | 100,685
Corporation tax asset | 218,955 | 709,590
| 3,716,398 | 4,546,120

| 7 | Creditors

| 2025 £ | 2024 £
Due within one year |  |
Trade creditors | 445,520 | 415,759
Taxation and social security | 58,454 | 798,193
Accruals and deferred income | 318,717 | 42,080
Other creditors | 49,069 | 21,234
| 871,760 | 1,277,266

| Note | 2025 £ | 2024 £
Due after one year |  |  |
Loans and borrowings | 8 | - | 22,898,325

Digital Reality Corp Ltd

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

| 8 | Loans and borrowings

Non-current loans and borrowings

| 2025 £ | 2024 £
Convertible debt | - | 13,359,021
Other borrowings | - | 9,539,304
| - | 22,898,325

Convertible debt

In the prior year, non-current convertible debt included convertible loan notes with a carrying value of £13,359,021. During the year, these convertible loan notes were converted to share capital as follows: - On 21 August 2025, 1,274,500,202 ordinary shares of £0.000011849 were issued for $0.024316443241 each. - On 17 September 2025, 107,284,626 ordinary shares of £0.000011849 were issued for £0.0018642 each. - On 29 September 2025, 107,284,626 ordinary shares of £0.000011849 were issued for £0.0018642 each. - On 23 December 2025, 174,498,444 ordinary shares of £0.000011849 were issued for £0.0018642 each. - On 30 December 2025, 348,675,034 ordinary shares of £0.000011849 were issued for £0.0018642 each. The total amount of shares issued was 1,837,744,487, carrying £17,785,026 of share premium with it. Up until conversion, interest on the loan in the year ended 31 December 2025 was accrued at a rate of 8% and the total amount of interest charged during the year was £654,400 (2024: £683,838.)

Other borrowings

In the prior year, other non-current borrowings of £9,539,304 related to funds held under simple agreements for future equity. On 21 August 2025 these borrowings were converted to share capital as follows:
- On 21 August 2025, 145,819,880 ordinary shares of £0.000011849 were issued for $0.0.068331560225 each.
- On 21 August 2025, 39,249,810 ordinary shares of £0.000011849 were issued for $0.0.063694575 each.
The total amount of shares issued was 185,069,690, carrying £9,537,111 of share premium with it.

Digital Reality Corp Ltd

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

| 9 | Share capital and other reserves

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary Shares of £0.000012 each | 2,346,984,949 | 27,809.42 | 149,706,668 | 1,796.48

On 21 August 2025, the company made the following share issues:
- 1,274,500,202 ordinary shares of £0.000011849 for $0.024316443241 each
- 145,819,880 ordinary shares of £0.000011849 for $0.068331560225 each, and
- 39,249,810 ordinary shares of £0.000011849 for $0.063694575 each.
On 17 September 2025, the company issued 107,284,626 ordinary shares of £0.000011849 for £0.0018642 each.
On 29 September 2025, the company issued 107,284,626 ordinary shares of £0.000011849 for £0.0018642 each.
On 23 December 2025, the company issued 174,498,444 ordinary shares of £0.000011849 for £0.0018642 each.
Finally, on 30 December 2025, the company issued 348,675,034 ordinary shares of £0.000011849 for £0.0018642 each.

| 10 | Related party transactions

Summary of transactions with other related parties

At 31 December 2025, the company was owed £3,103,518 from (2024: £3,542,319) its subsidiaries.