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Registered number: 13649758
SOCIOS SERVICES UK LIMITED
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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SOCIOS SERVICES UK LIMITED
Company Information
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SOCIOS SERVICES UK LIMITED
Registered number: 13649758
Balance sheet
As at 31 December 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 July 2026.
The notes on pages 2 to 8 form part of these financial statements.
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SOCIOS SERVICES UK LIMITED
Notes to the financial statements
For the Year Ended 31 December 2025
Socios Services UK Limited ("the Company") is a private company limited by shares incorporated in England and Wales. The Company's registered office is 5th Floor, 91-93 Baker Street, London, England, W1U 6QQ.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The company is dependent on a group company for the generation of revenue and cash flow. This significant customer is experiencing liquidity and performance issues, giving rise to a concern regarding its ability to honour the terms of the Outsourcing Agreement and it settle debts as they fall due. The outstanding balance due to the company as of 31 December 2025 has been provided for in full, giving rise to an excess of liabilities over assets amounting to £3,203,090 and a loss of £274,538.
The directors have reasonable expectations that the company will be able to continue to trade, having obtained assurances that should it be necessary another group company will take over the Outsourcing Agreement and provide financial support as necessary to enable Socios Services UK Limited to meet its liabilities and commitments as they fall due within twelve months from the date of approval of the financial statements, but no formal agreements are in place.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss
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SOCIOS SERVICES UK LIMITED
Notes to the financial statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Cost plus fees
Cost plus fees represents fees received for administrative support services provided during the period to related party entities. This turnover is recognised when the services are provided and is measured at a mark-up on costs.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
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SOCIOS SERVICES UK LIMITED
Notes to the financial statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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SOCIOS SERVICES UK LIMITED
Notes to the financial statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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SOCIOS SERVICES UK LIMITED
Notes to the financial statements
For the Year Ended 31 December 2025
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The average monthly number of employees, including directors, during the year was 16 (2024 - 17).
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Charge for the year on owned assets
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SOCIOS SERVICES UK LIMITED
Notes to the financial statements
For the Year Ended 31 December 2025
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Due after more than one year
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Commitments under operating leases
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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SOCIOS SERVICES UK LIMITED
Notes to the financial statements
For the Year Ended 31 December 2025
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Related party transactions
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Included within creditors amounts falling due within one year, are amounts owed to group undertakings of £3,400,102 to The Chiliz Group Limited, a company registered in Malta. During the year HX Entertainment Limited and Socios Services Limited merged to form The Chiliz Group Limited. In 2024 the balances owed to these former companies were £2,916,772 to HX Entertainment Limited and £87,480 to Socios Services Limited.
Included within debtors are amounts owed to group undertakings of £3,431,854 (2024: £3,022,016), by Fan Token Management AG (formerly Socios Technologies AG), a company registered in Switzerland. A provision amounting to £3,431,854 (£2024: £3,022,016) has been made in respect of this balance.
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The immediate parent undertaking is The Chiliz Group Limited (formerly HX Entertainment Limited), a company registered in Malta.
The ultimate parent undertaking is Zokay Investments Limited, a company registered in British Virgin Islands.
The parent undetaking of the smallest group of which the company is a member and consolidated financial statements are preared is Mediarex Enterprises Ltd. Copies of consolidated financial statements can be obtained from 14 East, Level 7, Triq Tas-Sliema, Gzira, Malta.
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.2 of these financial statements which indicates the existence of a material uncertainty in respect of the going concern status of the company's significant customer. This, together with other matters disclosed in note 2.2 indicate a material uncertainty exists that may cast doubt on the company's ability to continue as a going concern. Our opinion is not qualified in respect of this matter.
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The audit report was signed on 9 July 2026 by Hannah Clegg (Senior statutory auditor) on behalf of Sayers Butterworth LLP.
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