Company No: 09674012 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2025		2024
		€		€
Fixed assets
Intangible assets	3	1,754,533		1,753,603
Investments	5	714,621		714,621
		2,469,154		2,468,224
Current assets
Debtors	6	75,160		80,017
Cash at bank and in hand	7	258,674		389,383
		333,834		469,400
Creditors: amounts falling due within one year	8	( 419,404)		( 463,330)
Net current (liabilities)/assets		(85,570)		6,070
Total assets less current liabilities		2,383,584		2,474,294
Creditors: amounts falling due after more than one year	9	( 279,526)		( 280,691)
Net assets		2,104,058		2,193,603
Capital and reserves
Called-up share capital	10	165		165
Share premium account		2,714,655		2,714,655
Other reserves		30,741		30,741
Profit and loss account		( 641,503 )		( 551,958 )
Total shareholders' funds		2,104,058		2,193,603

For the financial year ending 31 July 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 financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of OSeven Telematics Limited (registered number: 09674012) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

V Stivaktakis Director

29 July 2026

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

OSeven Telematics Limited (the company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is 35 Ballards Lane, London, N3 1XW, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in EUR which is the functional currency of the company and rounded to the nearest €.

Going concern

The financial statements have been prepared on a going concern basis.

In assessing the appropriateness of the going concern assumption, the directors have considered the company's current financial position, cash flow forecasts and available cash resources for a period of at least twelve months from the date of approval of these financial statements.

The company faces challenging trading and financial conditions. In response, the directors have taken significant steps, both during the year and in recent months, to optimise the company's cost base, and are actively pursuing an increase in the company's revenues; further cost reductions can be implemented should circumstances require. The directors monitor the company's cash position and expenditure commitments on an ongoing basis.

The forecasts prepared by the directors indicate that additional funding will be required during the forecast period to support the company's operations. The directors expect that this requirement may be met from a number of sources, including, by way of example, growth in revenues from existing and new clients, the company's participation in new projects, and the proceeds of additional investment, or a combination of these. In this respect, the company is already in the process of raising further investment and has engaged with a number of potential investors. As the realisation of these funding sources is not wholly within the directors' control, these conditions indicate the existence of a material uncertainty which may cast significant doubt on the company's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business.

The directors have a reasonable expectation that the required funding will be secured from one or more of these sources and that the company will continue in operational existence for the foreseeable future. Accordingly, the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis, and the financial statements do not include any adjustments that would arise if the company were unable to continue as a going concern.

Foreign currency

The Company's functional and presentational currency is Euro.

Transactions and balances

Non Euro balances are translated into Euros using the spot rate at the period end and these are shown in the Statement of Financial Position. Non Euro transactions are translated into Euros and are included in the Statement of Comprehensive Income using the average rate for the year.

Turnover

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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following
conditions are satisfied:
• the amount of revenue can be measured reliably;
• it is probable that the Company will receive the consideration due under the contract;
• the stage of completion of the contract at the end of the reporting period can be measured reliably; and
• the costs incurred and the costs to complete the contract can be measured reliably.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Computer software

10 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Office equipment

2 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Financial instruments

The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to and from related parties.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Comprehensive Income.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and 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.

Investments
Investments in subsidiaries are measured at cost less accumulated impairment.

Convertible loan notes
The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the reporting date.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	4		5

3. Intangible assets

	Computer software		Total
	€		€
Cost
At 01 August 2024	3,511,509		3,511,509
Additions	391,200		391,200
At 31 July 2025	3,902,709		3,902,709
Accumulated amortisation
At 01 August 2024	1,757,906		1,757,906
Charge for the financial year	390,270		390,270
At 31 July 2025	2,148,176		2,148,176
Net book value
At 31 July 2025	1,754,533		1,754,533
At 31 July 2024	1,753,603		1,753,603

4. Tangible assets

	Office equipment		Total
	€		€
Cost
At 01 August 2024	4,954		4,954
Disposals	( 4,954)		( 4,954)
At 31 July 2025	0		0
Accumulated depreciation
At 01 August 2024	4,954		4,954
Disposals	( 4,954)		( 4,954)
At 31 July 2025	0		0
Net book value
At 31 July 2025	0		0
At 31 July 2024	0		0

5. Fixed asset investments

Investments in subsidiaries

	2025
	€
Cost
At 01 August 2024	714,621
At 31 July 2025	714,621
Carrying value at 31 July 2025	714,621
Carrying value at 31 July 2024	714,621

6. Debtors

	2025		2024
	€		€
Trade debtors	42,961		46,177
Other debtors	32,199		33,840
	75,160		80,017

7. Cash and cash equivalents

	2025		2024
	€		€
Cash at bank and in hand	258,674		389,383

8. Creditors: amounts falling due within one year

	2025		2024
	€		€
Trade creditors	7,874		1,908
Amounts owed to group undertakings	0		435,000
Accruals	411,436		5,345
Other taxation and social security	0		12,469
Other creditors	94		8,608
	419,404		463,330

9. Creditors: amounts falling due after more than one year

	2025		2024
	€		€
Other creditors	279,526		280,691

Other creditors includes convertible loans of €279,526 (2024 : €280,691) with the assumption that they will be converted into shares on 31 December 2026.

10. Called-up share capital

	2025		2024
	€		€
Allotted, called-up and fully-paid
8,800 Ordinary shares of £ 0.01 each	99		99
1,042 Ordinary A shares of € 0.01 each	10		10
	109		109
5,564 Preference shares of € 0.01 each	56		56
	165		165

11. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	2025		2024
	€		€
Within one year	13,500		13,000

12. Events after the Balance Sheet date

Since the year end, the company has commenced legal proceedings for the recovery of a trade receivable. The outcome of the proceedings, and any resulting financial effect, cannot yet be determined.