Company No: 13056041 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	4	671,438		503,279
Tangible assets	5	5,349		3,082
Investments	6	87		87
		676,874		506,448
Current assets
Debtors	7	153,979		24,406
Cash at bank and in hand		1,028,410		95,106
		1,182,389		119,512
Creditors: amounts falling due within one year	8	( 852,443)		( 1,096,569)
Net current assets/(liabilities)		329,946		(977,057)
Total assets less current liabilities		1,006,820		(470,609)
Net assets/(liabilities)		1,006,820		( 470,609)
Capital and reserves
Called-up share capital	10, 11	863		723
Share premium account	11	1,720,972		125,990
Profit and loss account		( 715,015 )		( 597,322 )
Total shareholders' funds/(deficit)		1,006,820		( 470,609)

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 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 Profit and Loss Account has not been delivered.

The financial statements of DBX Commodities Ltd (registered number: 13056041) were approved and authorised for issue by the Board of Directors on 06 August 2026. They were signed on its behalf by:

A M Claude Director

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

DBX Commodities Ltd (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 Fora - Thomas House 84 Eccleston Square, Pimlico, London, SW1V 1PX, 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.

This is the first year in which the financial statements have been prepared in accordance with FRS102 Section 1A. The prior year figures were prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements are presented in pounds sterling and rounded to the nearest £. The functional currency of the Company is the US Dollar ($).

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors recognise that while the business has net assets, the company has made further losses in the year. However, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Change in accounting policies

In the current year, the presentational currency of the Company has been changed from US Dollars ($) to pounds sterling (£), and has been applied retrospectively. This will also have an effect on future periods. Any foreign exchange differences on translation of the presentational currency have been included within retained earnings.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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:

Other intangible assets

5 years straight line

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation. 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:

Computer equipment

3 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.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost. 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.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Convertible loan notes
The component parts of convertible loans issued by the Company are classified financial liabilities in accordance with the substance of the contractual arrangement.

Government grants

Government grants are recognised within other operating income based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received.

A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Ordinary share capital

The ordinary share capital of the Company is presented as equity. The preference shares hold full voting and dividend rights and are presented as equity.

2.Transition to FRS102

The Company has adopted FRS 102.1A for the year ended 31 December 2025 and the comparative year has been considered for restatement.

Prior year accounts were prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS in USD.

The presentational currency of the Company has been changed from US Dollars ($) to pounds sterling (£), and has been applied retrospectively. The functional currency of the Company remains the US Dollar ($). Any foreign exchange differences on translation of the presentational currency have been included within retained earnings.

Under FRS 102.1A, the company has taken advantage of the exemptions provided from disclosing transactions with its related parties.

The difference between all other accounting policies has been assessed, and no material adjustments have been identified or implemented.

3. Employees

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

4. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2025	696,526		696,526
Additions	315,105		315,105
At 31 December 2025	1,011,631		1,011,631
Accumulated amortisation
At 01 January 2025	193,247		193,247
Charge for the financial year	146,946		146,946
At 31 December 2025	340,193		340,193
Net book value
At 31 December 2025	671,438		671,438
At 31 December 2024	503,279		503,279

5. Tangible assets

	Computer equipment		Total
	£		£
Cost
At 01 January 2025	4,692		4,692
Additions	4,140		4,140
At 31 December 2025	8,832		8,832
Accumulated depreciation
At 01 January 2025	1,610		1,610
Charge for the financial year	1,873		1,873
At 31 December 2025	3,483		3,483
Net book value
At 31 December 2025	5,349		5,349
At 31 December 2024	3,082		3,082

6. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 January 2025	87
At 31 December 2025	87
Carrying value at 31 December 2025	87
Carrying value at 31 December 2024	87

At the balance sheet date the company had 1 wholly owned subsidiary.

7. Debtors

	2025		2024
	£		£
Trade debtors	8,907		171
Amounts owed by own subsidiaries	110,275		0
Prepayments	8,056		2,424
VAT recoverable	12,104		21,251
Other debtors	14,637		560
	153,979		24,406

Amounts owed by own subsidiaries are repayable on demand and do not bear interest.

8. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	17,352		47,239
Amounts owed to own subsidiaries	0		29,900
Amounts owed to connected companies	438,967		398,654
Amounts owed to directors	585		0
Convertible loan notes	0		159,490
Accruals and deferred income	394,530		460,523
Other creditors	1,009		763
	852,443		1,096,569

Amounts owed to connected companies, and directors are repayable on demand and do not bear interest.

Within amounts owed to connected companies ae amounts owed to Companies holding a participating interest in the entity - see related party note.

Included within accruals and deferred income is £217,254 (2024 £263,325) relating to payments received from customers in advance of services provided.

9. Convertible loans

The Company issued $199,950 interest free convertible loan notes in 2023. The convertible loan notes were issued as convertible into preference shares of the Company if a round of equity financing was undertaken by the company within two years of the date of issue, or if not repaid.

The loan notes were converted into 2,150 preference shares in 2025.

10. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
100,000 Ordinary shares of US $ 0.01 each	723.12		723.12
1,720 Ordinary (2025) shares of US $ 0.01 each (2024: nil shares)	13.02		0
	736.14		723.12
16,830 Preference (2025) shares of US $ 0.01 each (2024: nil shares)	127.42		0
	863.56		723.12

2025 Ordinary and Preference shares were issued on 01 August 2025.

11. Changes in equity

	Called-up share capital		Share premium account
	£		£
At 01 January 2025	723		125,990
Issue of ordinary share capital	13		151,405
Issue of preference share capital	127		1,443,577
At 31 December 2025	863		1,720,972
At 01 January 2024	723		125,990
At 31 December 2024	723		125,990

12. Financial commitments

Commitments

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

	2025		2024
	£		£
Within one year	86,400		0
Between one and five years	14,400		0
Total future minimum lease payments under non-cancellable operating leases	100,800		0

The non-cancellable operating lease payments are in relation to business premises started in the year.

13. Related party transactions

Transactions with entities in which the entity itself has a participating interest

The company has taken advantage of the exemptions provided from disclosing transactions with its wholly owned subsidiaries.

Other related party transactions

	2025		2024
	£		£
Signal Ocean Limited (holds a participating interest in the entity) - Creditor	80,377		94,694
Signal Ocean Dry Cargo Limited (Controlled by Signal Ocean Limited) - Creditor	183,119		166,227
Signal Ocean Single Member Private Company (Controlled by Signal Ocean Limited) - Creditor	175,436		131,538

During the year the company recharged expenses to the value of £14,316 (2024 - £103,520 purchase of cost of sales) to Signal Ocean Limited.
During the year the company made purchases of costs of sales to the value of £165,675 (2024 - £78,349) from Signal Ocean Dry Cargo Limited.
During the year the company made purchases of costs of sales to the value of £43,898 (2024 - £49,643) from Signal Ocean Single Member Private Company.