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REGISTERED NUMBER: 10409652 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2022

for

FRACTAL LOGISTICS LIMITED

FRACTAL LOGISTICS LIMITED (REGISTERED NUMBER: 10409652) |

Contents of the Financial Statements

for the Year Ended 31 December 2022

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| FRACTAL LOGISTICS LIMITED |

Company Information

for the Year Ended 31 December 2022

| Directors: | C T Bennett

| O Oppetit

| Registered office: | 128 City Road

| London

| EC1V 2NX

| Registered number: | 10409652 (England and Wales)

| Accountants: | Cooper Parry Advisory Limited

| Broadwalk House, 5th Floor

| 5 Appold Street

| Broadgate

| London

| EC2A 2AG

FRACTAL LOGISTICS LIMITED (REGISTERED NUMBER: 10409652) |

Balance Sheet

31 December 2022

2022 | 2021 |

| Notes | £ | £ | £ | £

Fixed assets

Intangible assets | 4 | 8,777 |  | 10,716 |  |

Tangible assets | 5 | - |  | 1,711 |  |

Investments | 6 | 1,016 |  | 1,016 |  |

9,793 |  | 13,443 |  |

Current assets

Debtors | 7 | 9,449 |  | 2,899,450 |  |

Cash at bank | 56,558 |  | 337,920 |  |

66,007 |  | 3,237,370 |  |

Creditors

Amounts falling due within one year | 8 | 4,261 |  | 8,910 |  |

Net current assets | 61,746 |  | 3,228,460 |  |

Total assets less current liabilities | 71,539 |  | 3,241,903 |  |

Creditors

Amounts falling due after more than one year | 9 | 1,280,765 |  | 1,322,759 |  |

Net (liabilities)/assets | (1,209,226 | ) | 1,919,144 |  |

Capital and reserves

Called up share capital | 10 | 8,007 |  | 1,307 |  |

Share premium | 2,337,290 |  | 2,337,290 |  |

Retained earnings | (3,554,523 | ) | (419,453 | ) |

Shareholders' funds | (1,209,226 | ) | 1,919,144 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2022 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 4 August 2026 and were signed on its behalf by:

C T Bennett - Director

FRACTAL LOGISTICS LIMITED (REGISTERED NUMBER: 10409652) |

Notes to the Financial Statements

for the Year Ended 31 December 2022

1. | Statutory information

| Fractal Logistics Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

| The presentation currency of the financial statements is the Pound Sterling (£).

2. | Accounting policies

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Going concern

| The financial statements have been prepared on the going concern basis. The company generated profits during the year and the directors believe that the company has sufficient financial resources to be able to meet its obligations, if and when, they become due, and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.

| Preparation of consolidated financial statements

| The financial statements contain information about Fractal Logistics Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Included in intangible assets are the following asset categories which are being amortised at the following rates:

| Trademarks - 10% on cost

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Computer equipment | - | 25% on cost

| Investments in subsidiaries

| Investments in subsidiary undertakings are initially recognised at cost and subsequently measured at cost less any accumulated impairment losses. Where indicators of impairment exist, the carrying value of the investment is assessed and written down to its recoverable amount if necessary.

| Financial instruments

| Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

| Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

| Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

| Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

FRACTAL LOGISTICS LIMITED (REGISTERED NUMBER: 10409652) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2022

2. | Accounting policies - continued

| Taxation

| Taxation for the year comprises of current tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Tax credits shown on the Profit and Loss Account represent trading losses surrendered for research and development tax credits.

| Research and development

| Expenditure on research and development is written off in the year in which it is incurred.

| The company qualifies to make claims under the SME R&D tax relief scheme. Tax credits arising from successful claims under the SME R&D tax relief scheme are reflected 'below the line' as a reduction in the Corporation Tax charge or, if loss making, as a Corporation Tax credit.

| Share-based payments

| The company operates an equity-settled compensation plan. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled.

3. | Employees and directors

| The average number of employees during the year was 3 (2021 - 7 ) .

4. | Intangible fixed assets

Trademarks |

| £

| Cost

| At 1 January 2022

| and 31 December 2022 | 19,391 |  |

| Amortisation

| At 1 January 2022 | 8,675 |  |

| Amortisation for year | 1,939 |  |

| At 31 December 2022 | 10,614 |  |

| Net book value

| At 31 December 2022 | 8,777 |  |

| At 31 December 2021 | 10,716 |  |

FRACTAL LOGISTICS LIMITED (REGISTERED NUMBER: 10409652) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2022

5. | Tangible fixed assets

Computer |

equipment |

| £

| Cost

| At 1 January 2022 | 8,237 |  |

| Disposals | (8,237 | ) |

| At 31 December 2022 | - |  |

| Depreciation

| At 1 January 2022 | 6,526 |  |

| Charge for year | 1,239 |  |

| Eliminated on disposal | (7,765 | ) |

| At 31 December 2022 | - |  |

| Net book value

| At 31 December 2022 | - |  |

| At 31 December 2021 | 1,711 |  |

6. | Fixed asset investments

Shares in |

group |

undertakings |

| £

| Cost

| At 1 January 2022

| and 31 December 2022 | 1,016 |  |

| Net book value

| At 31 December 2022 | 1,016 |  |

| At 31 December 2021 | 1,016 |  |

7. | Debtors: amounts falling due within one year |

2022 | 2021 |

| £ | £

| Amounts owed by group undertakings | - |  | 2,772,199 |  |

| Other debtors | 9,449 |  | 127,251 |  |

9,449 |  | 2,899,450 |  |

| Amounts owed by group undertakings are unsecured, non-interest bearing and repayable on demand.

8. | Creditors: amounts falling due within one year |

2022 | 2021 |

| £ | £

| Other creditors | 4,261 |  | 8,910 |  |

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

2022 | 2021 |

| £ | £

| Other creditors | 1,280,765 |  | 1,322,759 |  |

| Included within other creditors is a balance of £1,280,765 (2021: £1,322,759) which relates to convertible loan notes. The loan notes do not bear interest and have a maturity date which was extended indefinitely.

FRACTAL LOGISTICS LIMITED (REGISTERED NUMBER: 10409652) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2022

10. | Called up share capital

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2022 | 2021 |

value: |  | £ | £

| 771,696 | Ordinary | £0.01 | 7,717 |  | 1,017 |  |

| 37,500 | Preferred | £0.00773 | 290 |  | 290 |  |

8,007 |  | 1,307 |  |

| During the year 670,000 Ordinary shares with a nominal value of £0.01 per share were issued at par.

11. | Related party disclosures

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| During the year the company made advances available to the director totalling £6,700 (2021: £nil) and received repayments from the director totalling £nil (2021: £nil). The loan is interest free and repayable on demand. At the statement of financial position date the company was owed £6,700 by the director (2021: £nil).

12. | Ultimate controlling party

| The ultimate controlling party is C T Bennett.

13. | Share-based payment transactions

| The company operates an EMI share option scheme and as at the end of the reporting year, the company had granted 7,350 EMI qualifying share options at an exercise price of £0.01 per share (2021: £0.01). As at the statement of financial position date 2,036 share options had been exercised (2021: 2,036) and 5,314 had lapsed (2021: 5,314). Share options vest over a period up to 4 years from the grant date with a 12 month cliff. The share options are exercisable on the share capital of the company.