Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

	Page
Company Information	1
Strategic Report	2—3
Directors' Report	4—5
Independent Auditor's Report	6—8
Profit and Loss Account	9
Statement of Comprehensive Income	10
Balance Sheet	11
Statement of Changes in Equity	12
Statement of Cash Flows	13
Notes to the Statement of Cash Flows	14
Notes to the Financial Statements	15—20

The directors present their strategic report for the year ended 30 September 2025.

Review of the Business

Graphene Platforms Limited (the “Company”) provides technology and operational infrastructure that enables financial advisers and discretionary fund managers to administer and manage client investment portfolios through regulated third-party custodians and product providers.

The Company’s platform combines digital interfaces, data integration, and embedded operational support, enabling regulated firms to deliver investment propositions efficiently under their own brand while meeting applicable regulatory and operational requirements.

On 2 May 2025, the Company was acquired by Graphene Holdco Limited, which became the owner of substantially all of the Company’s issued share capital, with the remaining single share subject to a call option in favour of the Graphene Holdco Limited. Following the acquisition, the Company’s governance, financial management, and strategic oversight were progressively integrated into the Graphene group, which is comprised of the Company and Graphene Holdco Limited. This included strengthened board oversight, new management appointments, and alignment of the platform’s development roadmap with the Group’s strategic objectives.

On 13 May 2025, the Company changed its registered name from Marlborough Select Platforms Limited to Graphene Platforms Limited.

During the year, the Company continued to operate its platform and deliver services to a growing adviser and client base. Turnover increased to £285,338 (2024: £96,729), reflecting increased platform activity and client onboarding. The Company recorded an operating loss of £178,433 (2024: £1,045,935), reflecting continued investment in platform development, systems, and operational capability. The net loss for the year was £140,478 (2024: £728,203).

Our primary key performance indicator is assets under administration (AUA), which is closely monitored by the directors as an indicator of platform scale, client adoption and operational activity. Since the acquisition of the company at the beginning of May 2025 to 30 September 2025, AUA has increased by 2,677%.

The Directors consider the financial performance for the year to be in line with expectations for a business undergoing a change of ownership and integration into a new group, while continuing to invest in its platform and regulatory infrastructure.

Principal Risks and Uncertainties

The key risks and uncertainties facing the Company include:

Technology and cyber risk

The Company’s technology platform and data infrastructure represent key operational assets. System outages, cyber security incidents, or delays in platform development could adversely impact service delivery and client experience.

Regulatory and compliance risk

The Company operates within a regulated environment and is subject to ongoing FCA supervision. Changes in regulatory requirements or supervisory expectations may result in increased compliance costs or affect the timing and structure of new services.

Client and revenue concentration risk

A limited number of early institutional clients currently represent a material proportion of the Company’s revenue. The Directors seek to mitigate this risk through diversification of the client base over time.

Scaling and operational capacity risk

As the business grows, increasing client volumes and service complexity may place pressure on systems, processes, and personnel. Ongoing investment in systems, governance, and group resources is intended to mitigate this risk.

The Directors monitor these risks through established governance, reporting, and oversight processes and consider them appropriate and proportionate to the Company’s size and stage of development.

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Strategic Report (continued)

For The Year Ended 30 September 2025

Future Developments

The Directors expect the Company to continue expanding its platform services to both existing and new clients in the coming financial year. Revenue growth is anticipated as the adviser and client base increases and as platform functionality continues to evolve.

Following the acquisition, the Directors have taken steps to maintain careful control over operating costs while continuing to invest selectively in areas critical to long-term growth and regulatory resilience. The Directors anticipate an improvement in financial performance as revenues scale and integration efficiencies are realised.

The Directors remain confident in the Company’s prospects and its strategic role within the wider Graphene group.

Section 172(1) Statement

The Directors of Graphene Platforms Limited consider that, during the year ended 30 September 2025, they have acted in a manner most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the Directors have had regard to the matters set out in Section 172(1) of the Companies Act 2006, including:

a) the likely consequences of decisions in the long term;

b) the interests of the Company’s employees;

c) the need to foster the Company’s business relationships with suppliers, customers, and others;

d) the impact of the Company’s operations on the community and the environment;

e) the desirability of maintaining a reputation for high standards of business conduct; and

f) the need to act fairly between members of the Company.

The Directors’ decision-making during the year focused on supporting the long-term development of the Company following its acquisition, ensuring appropriate regulatory governance, and protecting the Company’s reputation as a regulated platform provider. Key decisions included investment in platform capability, strengthening governance and oversight arrangements, and ensuring continued compliance with applicable regulatory requirements.

The Company does not directly employ staff, with employees engaged at group level by Graphene Holdco Limited and made available to support the Company’s operations. The Directors recognise that the skills, experience, and engagement of group employees are critical to the effective operation and development of the Company’s platform. Accordingly, the Directors have had regard to employee interests through their oversight of group resourcing, governance arrangements, and operational priorities.

The Directors consider the Company’s relationships with clients, suppliers, and key partners to be fundamental to its business model. These relationships are managed with a focus on transparency, reliability, and regulatory integrity.

Given the nature of the Company’s activities, its environmental impact is limited and primarily related to office-based operations and technology usage. The Directors remain mindful of environmental considerations and seek to minimise operational impact where practicable.

The Directors place significant importance on maintaining high standards of business conduct and regulatory compliance. Acting fairly between shareholders has remained straightforward during the year, given the ownership structure following the acquisition.

On behalf of the board

Mr Kevin Mitchell

Director

22/01/2026

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Company No. 09603561

Directors' Report For The Year Ended 30 September 2025

Directors' Report

The directors present their report and the financial statements for the year ended 30 September 2025.

Principal Activity

Graphene Platforms Limited owns the Platform, which is an investment platform designed to allow financial advisers and discretionary fund managers to manage portfolios of their clients’ money and assets. Through both professional and client-user portals, the platform provides investment administration and custody services.

Dividends

The value of dividends paid amounted to £NIL (2024:£NIL)

The directors recommended a final dividend of £NIL (2024:£NIL)

Directors

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

Mr Kevin Mitchell	Appointed	28/04/2025
Mr Andrew Gaunt	Appointed	02/05/2025
Mr Robert Kelly	Appointed	12/05/2025
Mr Wayne Green	Appointed	12/05/2025
Mr David Davies	Appointed	02/05/2025	Resigned	02/12/2025
Mr Nicholas Bridge	Resigned	02/05/2025
Mr Dom Clarke	Resigned	02/05/2025
Mr Philip Gilder	Resigned	02/05/2025
Ms. Sarah Peaston	Resigned	12/05/2025
Mx Franziska Zuch	Resigned	12/05/2025

Matters covered in the Strategic Report

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the directors consider them to be of strategic importance to the business.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' 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 the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Directors' Report (continued)

For The Year Ended 30 September 2025

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Independent Auditors

Moore Kingston Smith LLP, were appointed as auditors to the company and in accordance with section 485 of the Companies Act 2006, their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Mr Kevin Mitchell

Director

22/01/2026

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Independent Auditor's Report

to the Members of

Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Independent Auditor's Report

Opinion

We have audited the financial statements of Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited) for the year ended 30 September 2025 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity, Cash Flow Statement and the related notes, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 30 September 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's 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 directors' 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 entity's ability to continue as a going concern for a period of at least 12 months from when the financial statements are 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. The directors are responsible for the other information contained within the annual report. 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.

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 course of 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 themselves. 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.

Opinions on Other Matters 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Matters on Which We Are Required to Report by Exception

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

We have nothing to report in respect of the following matters in relation to which 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 or returns;
certain disclosures of directors' remuneration specified by law are not made;
or we have not received all the information and explainations we require for our audit.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4—5, 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's 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:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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Independent Auditor's Report (continued)

to the Members of

Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.

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 that 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.

Ryan Day (Senior Statutory Auditor)

for and on behalf of Moore Kingston Smith LLP , Statutory Auditor

23/01/2026

Moore Kingston Smith LLP

6th Floor

9 Appold St

London

EC2A 2AP

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Profit and Loss Account

For The Year Ended 30 September 2025

Profit and Loss Account

		2025	2024
	Notes	£	£
TURNOVER	3	285,338	96,729
Cost of sales		(282,239 )	(151,336 )

GROSS PROFIT/(LOSS)		3,099	(54,607 )

Administrative expenses		(181,532 )	(991,328 )

OPERATING LOSS		(178,433 )	(1,045,935 )
Other interest receivable and similar income	6	37,955	74,997

LOSS BEFORE TAXATION		(140,478 )	(970,938 )
Tax on Loss	7	-	242,735

LOSS AFTER TAXATION BEING LOSS FOR THE FINANCIAL YEAR		(140,478 )	(728,203 )

The notes on pages 14 to 20 form part of these financial statements.

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Statement of Comprehensive Income

For The Year Ended 30 September 2025

Statement of Comprehensive Income

	2025	2024
	£	£
LOSS FOR THE FINANCIAL YEAR	(140,478 )	(728,203 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR	(140,478 )	(728,203 )

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Balance Sheet

As At 30 September 2025

Balance Sheet

Registered number: 09603561

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	8		2,179		-

			2,179		-
CURRENT ASSETS
Debtors	9	885,942		782,252
Cash at bank and in hand		822,878		812,731

		1,708,820		1,594,983
Creditors: Amounts Falling Due Within One Year	10	(284,282 )		(27,788 )

NET CURRENT ASSETS (LIABILITIES)			1,424,538		1,567,195

TOTAL ASSETS LESS CURRENT LIABILITIES			1,426,717		1,567,195

NET ASSETS			1,426,717		1,567,195

CAPITAL AND RESERVES
Called up share capital	11		5,000,000		5,000,000
Profit and Loss Account			(3,573,283 )		(3,432,805 )

SHAREHOLDERS' FUNDS			1,426,717		1,567,195

On behalf of the board

Mr Kevin Mitchell

Director

22/01/2026

The notes on pages 14 to 20 form part of these financial statements.

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Statement of Changes in Equity

For The Year Ended 30 September 2025

Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 October 2023	5,000,000	(2,704,602 )	2,295,398
Loss for the year and total comprehensive income	-	(728,203 )	(728,203)

As at 30 September 2024 and 1 October 2024	5,000,000	(3,432,805 )	1,567,195


Loss for the year and total comprehensive income	-	(140,478 )	(140,478)

As at 30 September 2025	5,000,000	(3,573,283 )	1,426,717

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Statement of Cash Flows

For The Year Ended 30 September 2025

Statement of Cash Flows

		2025	2024
	Notes	£	£
Cash flows from operating activities
Net cash used in operations	1	(25,629 )	(1,890,270 )
Tax refunded		-	480,050

Net cash used in operating activities		(25,629 )	(1,410,220 )

Cash flows from investing activities
Purchase of tangible assets		(2,179 )	-
Interest received		37,955	74,997

Net cash generated from investing activities		35,776	74,997



Increase/(decrease) in cash and cash equivalents		10,147	(1,335,223 )
Cash and cash equivalents at beginning of year	2	812,731	2,147,954

Cash and cash equivalents at end of year	2	822,878	812,731

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Notes to the Statement of Cash Flows

For The Year Ended 30 September 2025

Notes to the Statement of Cash Flows

1. Reconciliation of loss for the financial year to cash used in operations

	2025	2024
	£	£
Loss for the financial year	(140,478 )	(728,203 )
Adjustments for:
Tax on loss	-	(242,735 )
Interest income	(37,955 )	(74,997 )
Movements in working capital:
Increase in trade and other debtors	(103,690 )	(717,140 )
Increase/(decrease) in trade and other creditors	256,494	(127,195 )

Net cash used in operations	(25,629 )	(1,890,270 )

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2025	2024
	£	£
Cash at bank and in hand	822,878	812,731

3. Analysis of changes in net funds

	As at 1 October 2024	Cash flows	As at 30 September 2025
	£	£	£
Cash at bank and in hand	812,731	10,147	822,878

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Notes to the Financial Statements

For The Year Ended 30 September 2025

Notes to the Financial Statements

1. General Information

Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited) is a private company, limited by shares, incorporated in England & Wales, registered number 09603561 . The registered office is 7 Savoy Court, London, Greater London, WC2R 0EX.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.

Functional and presentation currency

The Company’s functional and presentation currency is Pounds Sterling (£), which is the currency of the primary economic environment in which the Company operates. The financial statements are presented in Pounds Sterling and all values are rounded to the nearest pound, except where otherwise indicated.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

2.2. Going Concern Disclosure

In assessing going concern, the directors have considered the Company’s forecasts, cash flow projections and funding position for a period of at least 12 months from the date of approval of these financial statements. The Company has significant cash resources and forms part of a wider group following its acquisition by Graphene Holdco Limited during the year. The directors are satisfied that adequate financial support is available from group resources, if required, and therefore continue to adopt the going concern basis of accounting.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the basis points (BPS) charged as a percentage of assets under management (AUM).

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

25% Reducing Balance

2.5. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.6. Financial Instruments

The company has elected to apply the provisions of Section 11 ‘Basic 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, including cash at bank and amounts due from group, 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.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

...CONTINUED

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2025

2.6. Financial Instruments - continued

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present

value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, 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.

Trade creditors are obligations to pay for 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2.7. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.8. Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the profit and loss account because of items of income or expense that are taxable or deductible in other years, and items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised for all taxable timing differences. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to recover the asset.

Deferred tax assets and liabilities are measured at the tax rates expected to apply in the period in which the liability is settled or the asset realised, based on tax rates and laws enacted or substantively enacted by the reporting date. Deferred tax liabilities are presented within provisions for liabilities, and deferred tax assets within debtors. The measurement of deferred tax reflects the tax consequences expected to arise from the manner in which the company intends to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except where they relate to items recognised in other comprehensive income or directly in equity. In such cases, the current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2025

2.9. Critical judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions that affect the amounts recognised in the financial statements.

The key judgements and estimates include:

Revenue recognition: determining the appropriate period over which platform fees based on assets under management are recognised.
Recoverability of trade and other debtors: assessing the likelihood of collection based on counterparty credit risk and settlement history.
Going concern: assessing the Company’s ability to continue as a going concern, taking into account forecast cash flows, existing cash balances and the availability of group support.

Actual results may differ from these estimates.

2.10. Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

2.11. Reclassification of expenses

During the year, the directors reviewed the presentation of expenses within the profit and loss account. Certain costs that were previously included within administrative expenses have been reclassified to cost of sales, as they more directly relate to the delivery of the Company’s services.

Comparative figures have been reclassified on a consistent basis. This reclassification has no impact on the loss for the year or on net assets.

3. Turnover

Analysis of turnover by class of business is as follows:

	2025	2024
	£	£
Platform Fees	285,338	96,729

Analysis of turnover by geographical market is as follows:

	2025	2024
	£	£
United Kingdom	285,338	96,729

	285,338	96,729

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2025

4. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the year was as follows:

	2025	2024
	£	£
Audit Services
Audit of the company's financial statements	12,400	5,988


Other Services
Other assurance services	2,000	1,200
Other non-audit services	-	1,000

	2,000	2,200

5. Average Number of Employees

Average number of employees, including directors, during the year was as follows:

	2025	2024
Directors	5	5

	5	5

6. Interest Receivable and Similar Income

	2025	2024
	£	£
Bank interest receivable	37,955	74,997

7. Tax on Profit

The tax credit on the loss for the year was as follows:

	Tax Rate		2025	2024
	2025	2024	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	-	(242,735 )


Total tax charge for the period			-	(242,735 )

The actual credit for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:

	2025	2024
	£	£
Profit before tax	(140,478)	(970,938)

Tax on profit at 25% (UK standard rate)	-	-
Total tax charge for the period	-	-

A tax credit has arisen in the previous year due to the company surrendering its tax losses through group relief. When tax losses are surrendered to companies within the same group, a charge is made, to the company receiving the tax relief, equivalent to the tax saved by the receiving company.

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2025

8. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 October 2024	-
Additions	2,179

As at 30 September 2025	2,179

Net Book Value
As at 30 September 2025	2,179

As at 1 October 2024	-

9. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	10,632	-
Amounts owed by group undertakings	621,926	757,434
Other debtors	253,384	24,818

	885,942	782,252

10. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	141,432	3,835
Accruals and deferred income	142,850	23,953

	284,282	27,788

11. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
5,000,000 Ordinary Shares of £ 1.00 each	5,000,000	5,000,000

12. Related Party Disclosures

The Company is a subsidiary of Graphene HoldCo Ltd, which is also its ultimate controlling party.

During the year, the company advanced funds of £621,734 to Graphene HoldCo Ltd. The parent company also settled £192 of costs on behalf of the company.

At the balance sheet date, the amount owed to the company by Graphene HoldCo Ltd was £621,926. All balances with the parent company are unsecured, interest-free, and repayable on demand.

During the year, the company also entered into transactions with FinServ Dynamics Ltd, a company controlled by Wayne Green, a director of the company. Fees of £7,200 (2024: £Nil) were paid during the year in respect of company and related services.

Amounts outstanding to FinServ Dynamics Ltd as at 30 Sep 2025 £7,200 (2024: £Nil) All transactions were conducted on normal commercial terms.

...CONTINUED

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Graphene Platforms Limited (Formerly: Marlborough Select Platform Limited)

Notes to the Financial Statements (continued)

For The Year Ended 30 September 2025

12. Related Party Disclosures - continued

During the course of the year the company entered into transactions with Navos Technologies Ltd, a company controlled by David Davies, a director of the company. Fees of £20,088 (2024: £Nil) were paid during the year in respect to development costs of software.

The above amounts of £20,088 remains outstanding with Navos Technologies Ltd at the balance sheet date.

13. Controlling Parties

The company's ultimate controlling party is Graphene HoldCo Ltd by virtue of their interest in the share capital of the company.

On 2 May 2025, the Company was acquired by Graphene Holdco Limited, which became the owner of substantially all of the Company’s issued share capital. Marlborough Group Holdings Limited, was the parent company prior to acquisition.

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