| REGISTERED NUMBER: 13532868 (England and Wales) |
| Group Strategic Report, |
| Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Trilitech Limited |
| REGISTERED NUMBER: 13532868 (England and Wales) |
| Group Strategic Report, |
| Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Trilitech Limited |
| Trilitech Limited (Registered number: 13532868) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 5 |
| Consolidated Income Statement | 8 |
| Consolidated Other Comprehensive Income | 9 |
| Consolidated Statement of Financial Position | 10 |
| Company Statement of Financial Position | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Consolidated Statement of Cash Flows | 14 |
| Notes to the Consolidated Statement of Cash Flows | 15 |
| Notes to the Consolidated Financial Statements | 16 |
| Trilitech Limited |
| Company Information |
| for the Year Ended 31 December 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| Registered Auditor |
| Suite 301, Stanmore Business |
| and Innovation Centre |
| Howard Road |
| Stanmore |
| Middlesex |
| HA7 1FW |
| Trilitech Limited (Registered number: 13532868) |
| Group Strategic Report |
| for the Year Ended 31 December 2025 |
| The directors present their strategic report of the company and the group for the year ended 31 December 2025. |
| REVIEW OF BUSINESS |
| The Group's principal activity throughout the year was to support the development, adoption and long-term growth of the Tezos ecosystem. Tezos is an established, open-source blockchain platform that supports a wide range of applications, including in areas such as finance, gaming and digital ownership. The Group contributes to the ecosystem through technical development, the building of applications and tools, and the provision of support to the builders, entrepreneurs and partners who work within it. |
| The Group continued to invest in technology, research and development, talent and operational capability throughout the year. The directors regard sustained investment in these areas as central to the Group's purpose, to the delivery of its objectives and to the long-term resilience of the wider ecosystem it supports. |
| AQUISITION OF NOMADIC LABS |
| During the year, the Group acquired Nomadic Labs, a France-based research and development organisation with long-standing technical expertise and a central role in the Tezos ecosystem. Nomadic Labs is one of the principal teams responsible for the technical development of the network and has, over a number of years, worked alongside the Group's existing teams and other contributors to support its continued improvement. |
| The acquisition expanded the Group's operational presence and materially strengthened its technical and research capabilities. Following completion, management has focused on integrating activities in a controlled and measured manner, prioritising continuity across the Group's operations, the retention of specialist expertise, and the maintenance of appropriate governance and control over the enlarged group. |
| More broadly, the ecosystem in which the Group operates continued to develop during 2025, with ongoing improvements made to the underlying technology and to the experience of those using and building on it. The Group's development teams contributed to this work, reflecting the Group's continuing role at the technical core of the network. |
| ASSESSMENT OF PERFORMANCE |
| The directors assess the Group's performance principally by reference to its cash resources, working capital and funding requirements, together with the delivery of its planned activities and progress against its strategic objectives. |
| Taking these measures together, the directors consider that the Group's performance during the year was consistent with its plans, and that the Group remained in an appropriate financial position at the year end, having regard in particular to the acquisition of Nomadic Labs and the continued investment in operational and technical capability. |
| The Group remains committed to responsible financial stewardship and to pursuing opportunities that support its long-term objectives and those of the ecosystem it serves. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The directors have considered the principal risks and uncertainties facing the group. |
| These include: |
| - Operational and integration risk. Risks associated with staffing and retention of specialist talent, the delivery of planned activities, the integration of newly acquired operations, systems and processes, and the maintenance of appropriate operational controls across the enlarged group. |
| - Technology and information security risk. Risks relating to the reliability, security and continued development of the technology the Group works on and depends upon, including exposure to cyber threats and the need to maintain robust development, testing and security practices. |
| - Macroeconomic and market risk. Risks arising from wider economic conditions, including inflation, changes in cost levels and interest rate movements, together with the broader volatility and uncertainty that can affect the technology and digital asset sectors. |
| - Financial risk. Risks associated with foreign currency movements, credit risk, liquidity risk and the continued availability of sufficient funding to support the Group's planned activities. |
| - Regulatory and compliance risk. Risks arising from changes in laws, regulations and compliance expectations affecting the Group or the wider sector in which it operates, including the continuing evolution of the regulatory framework applicable to digital assets and related technologies. |
| The Group monitors these risks closely through regular management review, budgeting and forecasting processes, cash flow monitoring, and internal controls designed to mitigate their impact. Where appropriate, the Group seeks external professional advice to support compliance and risk management. |
| Trilitech Limited (Registered number: 13532868) |
| Group Strategic Report |
| for the Year Ended 31 December 2025 |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| The directors have considered the key performance indicators relevant to understanding the development, performance and financial position of the Group. The directors monitor the Group principally by reference to its cash resources, working capital and funding requirements. These measures are considered appropriate to the nature and scale of the Group's activities and provide the directors with an understanding of the Group's financial position and its ability to continue delivering its objectives. |
| Alongside these financial measures, the directors also monitor the Group's progress against its strategic objectives across the principal areas in which it operates. These include supporting growth and adoption within gaming, arts and culture, and capital markets and finance, together with the underlying technology and infrastructure that supports activity across these areas. The directors consider delivery against these objectives to be an important indicator of the Group's progress and of the value it contributes to the wider ecosystem. |
| For the year ended 31 December 2025, the directors consider that the Group's financial position and its progress against its objectives were in line with expectations, taking into account the acquisition of Nomadic Labs and the continued investment in the Group's operational and technical capabilities. |
| FUTURE DEVELOPMENTS |
| The Group intends to continue supporting the development of the wider Tezos ecosystem through ongoing investment in technology, talent and operational capability. The Group expects to remain an active contributor to the long-term improvement of the network and the applications built on it. |
| Following the acquisition of Nomadic Labs, the Group will continue to focus on developing its combined capabilities and on maintaining appropriate governance and financial control across the enlarged group. The directors remain confident in the Group's ability to deliver on its planned activities in the year ahead, while continuing to manage its resources responsibly. |
| ON BEHALF OF THE BOARD: |
| Trilitech Limited (Registered number: 13532868) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2025. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report. |
| Other changes in directors holding office are as follows: |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Parker Cavendish, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Trilitech Limited |
| Opinion |
| We have audited the financial statements of Trilitech Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, 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, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Report of the Independent Auditors to the Members of |
| Trilitech Limited |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' 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 a Report of the Auditors 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: |
| 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: |
| - identification of laws and regulations applicable to the company which may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment and health & safety legislation; |
| - assessing the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal and other relevant correspondence; |
| - discussions with the management on consideration of known or suspected instances of non-compliance with laws and regulations and fraud; |
| - evaluation of internal controls designed to prevent and detect irregularities; |
| - performing analytical procedures to identify any unusual or unexpected relationships; |
| - testing journal entries to identify unusual transactions; |
| - assessing whether there was evidence of bias by the management in relation to accounting estimates; |
| - investigating the rationale behind significant or unusual transactions; |
| - agreeing financial statement disclosures to underlying supporting documentation; and |
| - enquiring of management as to actual and potential litigation and claims. |
| There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Trilitech Limited |
| 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 we are required to state to them in a Report of the Auditors 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. |
| for and on behalf of |
| Chartered Accountants |
| Registered Auditor |
| Suite 301, Stanmore Business |
| and Innovation Centre |
| Howard Road |
| Stanmore |
| Middlesex |
| HA7 1FW |
| Trilitech Limited (Registered number: 13532868) |
| Consolidated Income Statement |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| TURNOVER | 29,091,922 | 22,623,547 |
| Administrative expenses | (30,342,414 | ) | (21,335,868 | ) |
| (1,250,492 | ) | 1,287,679 |
| Other operating income | 3,337,830 | - |
| OPERATING PROFIT | 4 | 2,087,338 | 1,287,679 |
| Interest receivable and similar income | 22,748 | 1,769 |
| PROFIT BEFORE TAXATION | 2,110,086 | 1,289,448 |
| Tax on profit | 5 | 92,753 | (122,482 | ) |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 2,202,839 | 1,166,966 |
| Trilitech Limited (Registered number: 13532868) |
| Consolidated Other Comprehensive Income |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 2,202,839 | 1,166,966 |
| OTHER COMPREHENSIVE INCOME |
| Loss on Investments | (163,584 | ) | 113,088 |
| Foreign Currency Translation | (24,007 | ) | - |
| Income tax relating to components of other comprehensive income |
40,896 |
(28,272 |
) |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
(146,695 |
) |
84,816 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
2,056,144 |
1,251,782 |
| Total comprehensive income attributable to: |
| Owners of the parent | 2,056,144 | 1,251,782 |
| Trilitech Limited (Registered number: 13532868) |
| Consolidated Statement of Financial Position |
| 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 7 | 13,960,289 | 66,466 |
| Tangible assets | 8 | 860,443 | 579,696 |
| Investments | 9 | - | - |
| 14,820,732 | 646,162 |
| CURRENT ASSETS |
| Debtors | 10 | 10,643,991 | 2,267,497 |
| Investments | 11 | 2,395,177 | 161,241 |
| Cash at bank | 2,220,603 | 3,975,959 |
| 15,259,771 | 6,404,697 |
| CREDITORS |
| Amounts falling due within one year | 12 | (6,579,708 | ) | (4,192,530 | ) |
| NET CURRENT ASSETS | 8,680,063 | 2,212,167 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
23,500,795 |
2,858,329 |
| PROVISIONS FOR LIABILITIES | 14 | (67,119 | ) | - |
| NET ASSETS | 23,433,676 | 2,858,329 |
| CAPITAL AND RESERVES |
| Called up share capital | 15 | 18,519,305 | 100 |
| Revaluation reserve | 16 | (23,261 | ) | 123,435 |
| Retained earnings | 16 | 4,937,632 | 2,734,794 |
| SHAREHOLDERS' FUNDS | 23,433,676 | 2,858,329 |
| The financial statements were approved by the Board of Directors and authorised for issue on 11 August 2026 and were signed on its behalf by: |
| K Hegarty - Director |
| Trilitech Limited (Registered number: 13532868) |
| Company Statement of Financial Position |
| 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 7 |
| Tangible assets | 8 |
| Investments | 9 |
| CURRENT ASSETS |
| Debtors | 10 |
| Investments | 11 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 12 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 14 | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 15 |
| Revaluation reserve | 16 |
| Retained earnings | 16 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 2,686,885 | 1,157,833 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Trilitech Limited (Registered number: 13532868) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Revaluation | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2024 | 100 | 1,567,828 | 38,619 | 1,606,547 |
| Changes in equity |
| Total comprehensive income | - | 1,166,966 | 84,816 | 1,251,782 |
| Balance at 31 December 2024 | 100 | 2,734,794 | 123,435 | 2,858,329 |
| Changes in equity |
| Issue of share capital | 18,519,205 | - | - | 18,519,205 |
| Total comprehensive income | - | 2,202,839 | (146,696 | ) | 2,056,143 |
| Balance at 31 December 2025 | 18,519,305 | 4,937,633 | (23,261 | ) | 23,433,677 |
| Trilitech Limited (Registered number: 13532868) |
| Company Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Revaluation | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | ( |
) |
| Balance at 31 December 2025 |
| Trilitech Limited (Registered number: 13532868) |
| Consolidated Statement of Cash Flows |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | (5,691,810 | ) | (2,330,882 | ) |
| Tax paid | 1,346,473 | (202,048 | ) |
| Decrease in current asset investments | 1,697,637 | 236,797 |
| Net cash from operating activities | (2,647,700 | ) | (2,296,133 | ) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (149,336 | ) | (84,199 | ) |
| Sale of tangible fixed assets | 6,296 | 9,294 |
| Acquisitions net of cash acquired | (17,487,932 | ) | - |
| Interest received | 22,748 | 1,769 |
| Net cash from investing activities | (17,608,224 | ) | (73,136 | ) |
| Cash flows from financing activities |
| Share issue | 18,519,205 | - |
| Foreign exchange rate changes on Cash | (18,637 | ) | - |
| Net cash from financing activities | 18,500,568 | - |
| Decrease in cash and cash equivalents | (1,755,356 | ) | (2,369,269 | ) |
| Cash and cash equivalents at beginning of year |
2 |
3,975,959 |
6,345,228 |
| Cash and cash equivalents at end of year | 2 | 2,220,603 | 3,975,959 |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Statement of Cash Flows |
| for the Year Ended 31 December 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2025 | 2024 |
| £ | £ |
| Profit before taxation | 2,110,086 | 1,289,448 |
| Loss on disposal of fixed assets | 10,592 | 1,910 |
| Depreciation/Amortisation | 1,869,596 | 240,340 |
| R&D Rebate | (3,337,830 | ) | - |
| Gain/(Loss) on Investments | (163,584 | ) | - |
| Finance income | (22,748 | ) | (1,769 | ) |
| 466,112 | 1,529,929 |
| Increase in trade and other debtors | (2,092,257 | ) | (3,640,482 | ) |
| Decrease in trade and other creditors | (4,065,665 | ) | (220,329 | ) |
| Cash generated from operations | (5,691,810 | ) | (2,330,882 | ) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31 December 2025 |
| 31.12.25 | 1.1.25 |
| £ | £ |
| Cash and cash equivalents | 2,220,603 | 3,975,959 |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 3,975,959 | 6,345,228 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.25 | Cash flow | At 31.12.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 3,975,959 | (1,755,356 | ) | 2,220,603 |
| 3,975,959 | (1,755,356 | ) | 2,220,603 |
| Liquid resources |
| Current asset investments | 161,241 | 2,233,936 | 2,395,177 |
| 161,241 | 2,233,936 | 2,395,177 |
| Total | 4,137,200 | 478,580 | 4,615,780 |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| Trilitech Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The consolidated financial statements incorporate the financial statements of Trilitech Limited and all its subsidiaries; the accounts of all group companies are made up to 31 December annually. The results of subsidiaries acquired or sold are included in the consolidated accounts up to, or from the date control passes. Inter-group transactions are eliminated on consolidation. |
| In accordance with the provisions of section 408 Companies Act 2006, a separate profit and loss account dealing with the results of the company only has not been prepared. |
| Significant judgements and estimates |
| In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Income is recognised when the service is provided. |
| Goodwill |
| Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. |
| Goodwill acquired in financial period 2025, is being amortised evenly over its estimated useful life of 5 years. |
| 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. |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Investments |
| Cryptocurrency held as investments are shown under the revaluation model and carried at a revalued amount, being the fair value on the date of revaluation less any subsequent accumulated amortisation and subsequent accumulated impairment losses. |
| Increases in market value will be recognised through other comprehensive income and accumulate in a revaluation reserve. This increase would however be recognised in the profit and loss account to the extent that it reverses a revaluation decrease previously recognised in the profit and loss account. |
| Decreases in market value as a result of a revaluation shall be recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity, any excess shall be recognised in the profit and loss account. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost, less accumulated impairment. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred 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 statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries | 13,839,553 | 10,557,354 |
| Social security costs | 1,633,541 | 1,286,742 |
| Other pension costs | 2,060,805 | 590,016 |
| 17,533,899 | 12,434,112 |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Employees & Directors |
| The average number of employees by undertakings that were proportionately consolidated during the year was 144 (2024 - 81 ) . |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration | 359,000 | 372,581 |
| Directors' pension contributions to money purchase schemes | 18,653 | 34,280 |
| Information regarding the highest paid director is as follows: |
| 2025 | 2024 |
| £ | £ |
| Emoluments etc | 234,000 | 372,581 |
| Pension contributions to money purchase schemes | 18,653 | 34,280 |
| 4. | OPERATING PROFIT |
| The operating profit (2024 - operating profit) is stated after charging: |
| 2025 | 2024 |
| £ | £ |
| Hire of plant and machinery | 3,854 | 3,558 |
| Other operating leases | 308,836 | 299,045 |
| Depreciation - owned assets | 335,023 | 231,725 |
| Loss on disposal of fixed assets | 10,592 | 1,910 |
| Goodwill amortisation | 1,520,165 | - |
| Computer software amortisation | 14,408 | 8,616 |
| Auditors' remuneration | 45,000 | 32,500 |
| Auditors' remuneration for non audit work | 40,125 | 56,000 |
| Foreign exchange differences | 100,386 | 37,782 |
| ............. | ............... |
| 5. | TAXATION |
| Analysis of the tax (credit)/charge |
| The tax (credit)/charge on the profit for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Current tax: |
| UK corporation tax | 507,766 | 333,364 |
| Prior year tax adjustment | 527,429 | (210,882 | ) |
| Foreign tax | (1,195,067 | ) | - |
| Total current tax | (159,872 | ) | 122,482 |
| Deferred tax: |
| Deferred tax | (81,536 | ) | - |
| Prior Year Deferred Tax | 148,655 | - |
| Total deferred tax | 67,119 | - |
| Tax on profit | (92,753 | ) | 122,482 |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 5. | TAXATION - continued |
| Tax effects relating to effects of other comprehensive income |
| 2025 |
| Gross | Tax | Net |
| £ | £ | £ |
| Loss on Investments | (163,584 | ) | 40,896 | (122,688 | ) |
| Foreign Currency Translation | (24,007 | ) | - | (24,007 | ) |
| (187,591 | ) | 40,896 | (146,695 | ) |
| 2024 |
| Gross | Tax | Net |
| £ | £ | £ |
| Gain on investments | 113,088 | (28,272 | ) | 84,816 |
| 6. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 7. | INTANGIBLE FIXED ASSETS |
Goodwill |
Other intangible |
Totals |
| £ | £ | £ |
| COST OR VALUATION |
| At 1 January 2025 | - | 86,160 | 86,160 |
| On acquisition | 15,201,652 | 17,795 | 15,219,447 |
| Additions | - | 226,744 | 226,744 |
| Foreign currency translation | 310 | 310 |
| ............... | ............... | ................. |
| At 31 December 2025 | 15,201,652 | 331,009 | 15,532,661 |
| ............... | ............... | ................. |
| DEPRECIATION |
| At 1 January 2025 | - | 19,694 | 19,694 |
| On acquisition | - | 17,795 | 17,795 |
| Charge for the year | 1,520,165 | 14,408 | 1,534,573 |
| Foreign currency translation | 310 | 310 |
| ............... | ............... | .................. |
| At 31 December 2025 | 1,520,165 | 52,206 | 1,572,371 |
| ............... | ............... | ................. |
| NET BOOK VALUE |
| At 31 December 2025 | 13,681,487 | 278,803 | 13,960,290 |
| ............... | ............... | ............... |
| At 31 December 2024 | - | 66,466 | 66,466 |
| ............... | ............... | ............... |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 7. | INTANGIBLE FIXED ASSETS - continued |
| Company |
| Computer |
| software |
| £ |
| COST |
| At 1 January 2025 |
| Additions |
| At 31 December 2025 |
| AMORTISATION |
| At 1 January 2025 |
| Amortisation for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| 8. | TANGIBLE FIXED ASSETS |
| Short Leasehold |
Plant and machinery |
Fixtures and fittings |
Computer Equipment |
Totals |
| £ | £ | £ | £ | £ |
| COST OR VALUATION |
| At 1 January 2025 | 450,053 | 30,517 | 353,278 | 255,414 | 1,089,262 |
| On acquisition | 452,532 | - | 37,081 | 405,922 | 895,536 |
| Additions | 64,857 | - | 27,589 | 56,890 | 149,336 |
| Transfers | - | (9,446 | ) | - | - | (9,446 | ) |
| Disposals | - | - | - | (39,681 | ) | (39,681 | ) |
| Foreign currency translation | 7,876 | - | 651 | 7,074 | 15,600 |
| ............... | ............... | ............... | ............... | ................. |
| At 31 December 2025 | 975,318 | 21,071 | 418,599 | 685,619 | 2,100,607 |
| ............... | ............... | ............... | ............... | ................. |
| DEPRECIATION |
| At 1 January 2025 | 232,570 | 7,870 | 176,519 | 92,607 | 509,566 |
| On acquisition | 69,089 | - | 10,884 | 331,201 | 411,175 |
| Charge for the year | 175,908 | 6,014 | 84,910 | 71,501 | 338,334 |
| Transfers | - | (3,311 | ) | - | - | (3,311 | ) |
| Eliminated on disposal | - | - | - | (22,793 | ) | (22,793 | ) |
| Foreign currency translation | 1,223 | - | 192 | 5,779 | 7,194 |
| ............... | ............... | ............... | ............... | .................. |
| At 31 December 2025 | 478,790 | 10,572 | 272,505 | 478,296 | 1,240,164 |
| ............... | ............... | ............... | ............... | ................. |
| NET BOOK VALUE |
| At 31 December 2025 | 496,528 | 10,499 | 146,093 | 207,323 | 860,443 |
| ............... | ............... | ............... | ............... | ............... |
| At 31 December 2024 | 217,483 | 22,647 | 176,759 | 162,807 | 579,696 |
| ............... | ............... | ............... | ............... | ............... |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 8. | TANGIBLE FIXED ASSETS - continued |
| Company |
| Fixtures |
| Short | Plant and | and | Computer |
| leasehold | machinery | fittings | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 January 2025 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 9. | FIXED ASSET INVESTMENTS |
| The following were wholly owned subsidiary undertakings of the company: |
| Trilitech Group Services Limited - a company incorporated in the United Kingdom |
| Nomadic Labs SAS - a company incorporated in France |
| On 30 June 2025 Trilitech Limited acquired 100% of the issued share capital of Nomadic Labs SAS, for a total consideration of £18,519,205. |
| ACQUISITION OF NOMADIC LABS SAS |
| AMOUNTS OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED |
| Book Value | Fair Value |
| £ | £ |
| FIXED ASSETS |
| Tangible Assets | 496,501 | 496,501 |
| CURRENT ASSETS |
| Debtors | 8,517,345 | 8,517,345 |
| ..................... | ...................... |
| TOTAL ASSETS | 9,013,846 | 9,013,846 |
| LIABILITIES |
| Creditors | 5,696,293 | 5,696,293 |
| ..................... | ...................... |
| TOTAL IDENTIFIABLE NET ASSETS | 3,317,553 | 3,317,553 |
| ..................... | ...................... |
| Goodwill | 15,201,652 |
| ...................... |
| TOTAL PURCHASE CONSIDERATION | 18,519,205 |
| ...................... |
| CONSIDERATION |
| Cash | 18,519,205 |
| ...................... |
| TOTAL PURCHASE CONSIDERATION | 18,519,205 |
| ...................... |
| The results of Nomadic Labs since acquisition are as follows: |
| Current period since acquisition |
| £ |
| Turnover | 6,896,121 |
| ................... |
| Profit since acquisition | 1,001,387 |
| .................... |
| 10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Amounts owed by group undertakings | 3,786,353 | 1,562,565 |
| Other debtors | 477,819 | 361,819 |
| Tax | 2,900,810 | 210,882 |
| VAT | 146,975 | 34,022 |
| Prepayments and accrued income | 3,332,034 | 98,209 |
| 10,643,991 | 2,267,497 |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | CURRENT ASSET INVESTMENTS |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Listed investments | 2,395,177 | 161,241 | 563,267 | 161,241 |
| Market value of listed investments at 31 December 2025 held by the group - £2,395,177 (2024 - £161,241). and by the company - £ (563,267) (2024 - £ (161,241) ). |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Trade creditors | 209,598 | 143,063 |
| Amounts owed to group undertakings | 1,479,644 | 1,854,545 |
| Tax | - | 361,636 |
| Social security and other taxes | 1,420,297 | 750,547 |
| Other creditors | 962,169 | 169,668 |
| Accruals and deferred income | 2,508,000 | 913,071 |
| 6,579,708 | 4,192,530 |
| 13. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable |
| operating leases |
| 2025 | 2024 |
| £ | £ |
| Within one year | 326,166 | 291,283 |
| Between one and five years | 220,676 | 280,000 |
| 546,842 | 571,283 |
| Company |
| Non-cancellable |
| operating leases |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| 14. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Deferred tax | 67,119 | - | 67,119 | - |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 14. | PROVISIONS FOR LIABILITIES - continued |
| Group |
| Deferred |
| tax |
| £ |
| Provided during year | (81,536 | ) |
| Prior year adjustment | 148,655 |
| Balance at 31 December 2025 | 67,119 |
| Company |
| Deferred |
| tax |
| £ |
| Provided during year | ( |
) |
| Prior Year Adjustment | 148,655 |
| Balance at 31 December 2025 |
| 15. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary | £1 | 18,519,305 | 100 |
| On 30 July 2025, the company issued 18,519,205 Ordinary shares of £1 each for cash at par value. The shares have attached to them, full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption, |
| 16. | RESERVES |
| Group |
| Retained | Revaluation |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 January 2025 | 2,734,793 | 123,435 | 2,858,228 |
| Profit for the year | 2,202,839 | 2,202,839 |
| Gain on investments | - | (146,696 | ) | (146,696 | ) |
| At 31 December 2025 | 4,937,632 | (23,261 | ) | 4,914,371 |
| Company |
| Retained | Revaluation |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 January 2025 | 2,832,770 |
| Profit for the year |
| Gain on investments | - | (123,435 | ) | (123,435 | ) |
| At 31 December 2025 | 5,396,220 |
| Trilitech Limited (Registered number: 13532868) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 17. | ULTIMATE PARENT UNDERTAKING AND RELATED GROUP UNDERTAKINGS |
| Trilitech Limited is a wholly-owned subsidiary of Digital Commonwealth Foundation (DCF), a company incorporated and registered in Jersey. The consolidated financial statements present the results and financial position of Trilitech Ltd and its directly controlled subsidiaries Trilitech Group Services Ltd and Nomadic Labs SAS, in accordance with the requirements of FRS 102: The Financial Reporting Standard applicable in the UK and Republic of Ireland. |
| DCF is the ultimate parent undertaking and controlling party of Trilitech Ltd. DCF also owns or controls a number of other undertakings, including companies incorporated in the British Virgin Islands (BVI), which are not subsidiaries of Trilitech Ltd and are therefore not included in these consolidated financial statements. These other undertakings are considered to be group undertakings of Trilitech Ltd, as defined under section 1161 of the Companies Act 2006, by virtue of being under common control by DCF |
| The financial statements of DCF are not publicly available. |