ACCOUNTS - Final Accounts preparation

The following is an analysis of the Group's revenue for the year from continuing operations:

Registered number: 11313260

ZEPPELIN GROUP LTD

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

ZEPPELIN GROUP LTD

COMPANY INFORMATION

Directors	Demian Elias Brener (appointed 17 April 2018)
	Tomas Horacio French (appointed 30 June 2023)


Company secretary	Taylor Wessing LLP
	Hill House 1 Little New St London United Kingdom EC4A 3TR

Registered number	11313260


Registered office	5 New Street Square
	London
	EC4A 3TW


Independent auditors	HT Digital Ltd
	Chartered accountants & statutory auditors
	101 New Cavendish Street
	London
	United Kingdom
	W1W 6XH

ZEPPELIN GROUP LTD

CONTENTS

	Page
Group Strategic Report	1 - 3
Directors' Report	4 - 6
Independent Auditors' Report	7 - 10
Consolidated Statement of Profit or Loss and Other Comprehensive Income	11
Consolidated Statement of Financial Position	12 - 13
Company Statement of Financial Position	14 - 15
Consolidated Statement of Changes in Equity	16 - 17
Company Statement of Changes in Equity	18 - 19
Consolidated Statement of Cash Flows	20 - 21
Company Statement of Cash Flows	22 - 23
Notes to the Consolidated Financial Statements	24 - 56

ZEPPELIN GROUP LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

Zeppelin Group Ltd is a leading blockchain security company dedicated to enabling businesses to build, secure and operate blockchain applications efficiently and safely. The Group’s products and services include industry-standard open-source libraries, the Defender SaaS platform, and professional services such as smart contract security audits and incident response. The Group’s mission is to deliver robust, long-term security solutions across all stages of blockchain development and adoption.

Business review

The Group continues to build around its established lines: independent security audits and incident response under professional services, the Defender platform for monitoring and risk management within products, and the open-source libraries it maintains for wide use across the blockchain ecosystem. Against that base, 2025 was the year the Group returned to an operating profit. Revenue grew to $33.8m from $25.9m, an increase of about 31%, led by demand for security audits and ecosystem development services. Gross profit rose to $15.6m (2024: $13.6m), though gross margin eased to 46% from 52% as the mix shifted towards developer work carrying more contractor cost. The operating result turned round to a $1.9m profit, against a $6.8m operating loss in 2024 (restated). Profit before tax was $2.9m and profit after tax $2.8m; the higher prior-year profit of $14.0m (restated) reflected a one-off gain on digital-asset disposals that did not recur, and in 2025 disposals produced a net gain of $0.9m instead. The Group closed the year with $11.0m of cash (2024: $8.7m) and net assets of $13.1m (2024: $9.7m - restated). The Group acknowledges a number of restatements to prior year figures stemming from a correction to the historic cost basis of digital asset holdings.

Financial key performance indicators

The Group returned to an operating profit of $1.9m (2024: operating loss of $6.8m) on revenue of $33.8m, up around 31%. Profit after tax was $2.8m; the 2024 figure of $14.0m included a one-off $20.2m gain on disposal of digital assets that did not recur. Cash was $11.0m with no borrowings and net assets were $13.1m.

Page 1

ZEPPELIN GROUP LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The directors review the principal risks facing the Group as part of their regular oversight.

Market and digital-asset risk: the Group receives part of its consideration in tokens and holds digital assets at cost less impairment. Some holdings cannot be converted immediately, whether because of vesting conditions or market conditions, and their value could fall below carrying value before conversion.

Client and revenue concentration: revenue is concentrated among a limited number of clients, so the loss of a major client or a downturn in the sector could affect revenue materially. The Group is broadening its client base and service lines.

Regulatory landscape: the Group is not currently subject to financial services or digital asset regulation. Changes in the regulation of digital assets or of the services the Group provides could increase its compliance burden. The directors monitor developments and take external advice.

Technology and cyber risk: threats evolve quickly and the Group must keep innovating to stay effective, which it supports through continuous research and development.

Foreign exchange risk: The Group reports in US dollars. A small proportion of funds is held in currencies other than the dollar; the substantial majority of cash and equivalents is held in USD across a number of institutions, including a material balance held with a single financial institution. Exchange rate movements on the minority non-USD balances affect reported results but the overall FX exposure is limited.

Counterparty risk: cash, short term investments and digital assets are held with banks, investment managers, exchanges and custodians, whose failure could cause loss. The Group spreads balances across more than one institution, limits short term investments to highly liquid instruments with a maximum duration of 180 days, and reviews its counterparties regularly.

People risk: the Group depends on specialist security and engineering talent in a competitive market, and retention is supported through the share-option scheme and the culture of the business.

Other key performance indicators

In addition to the financial measures, the Group tracks a small set of operational and strategic indicators. Client retention stayed high, with repeat engagements from its major clients. Its open-source security libraries remained in wide use across the ecosystem, a measure of the Group's standing in the sector. The remote-first operating model keeps the environmental footprint low and widens the pool from which the Group can hire.

Page 2

ZEPPELIN GROUP LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' Statement of Compliance with Duty to Promote the Success of the Group

The directors confirm they have acted in a manner consistent with their duty under Section 172 of the
Companies Act 2006, promoting the long-term success of the Group for the benefit of its members. In doing so,
they have considered:

• The likely consequences of decisions for the long term.

• The interests of employees, clients, and suppliers.

• The need to foster business relationships with stakeholders.

• The impact of operations on the community and environment.

• The need to maintain a reputation for high standards of conduct.

• The need to act fairly as between members of the company.

This report was approved by the board and signed on its behalf.

................................................ Demian Elias Brener Director	................................................ Tomas Horacio French Director

Date: 18 August 2026

Page 3

ZEPPELIN GROUP LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report and Directors' Report, as well as the Group and Company financial statements, in accordance with applicable law.

Company law requires the directors to prepare Group and Company financial statements for each financial year. Under that law they have elected to prepare the Group and Company financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.

Under company law the directors must not approve the Group or Company financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the Group and Company financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

∙make judgments and estimates that are reasonable and prudent;

∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;

∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Principal activity

Zeppelin Group Ltd is a leading blockchain security company that provides comprehensive security services,
enabling businesses to build, secure and operate blockchain applications efficiently and safely. Its products and
services include open source libraries for developers, the Defender SaaS platform, and professional services
that include code security audits and incident response.

Results and dividends

The profit for the year, after taxation, amounted to $2,763,664 (2024 - $13,978,247).

The directors do not recommend the payment of a dividend for 2025 (2024: $19,050,921), and the profit for the year has been carried to reserves.

Page 4

ZEPPELIN GROUP LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors

The directors who served during the year were:

Demian Elias Brener (appointed 17 April 2018)

Tomas Horacio French (appointed 30 June 2023)

Political contributions

The Group made no political donations and incurred no political expenditure during the year (2024: $nil).

Future developments

The directors' priorities for 2026 are to build on the Group's position in security audits and incident response and extend advisory work into stablecoins, financial institutions, modular chains and tokenisation, to grow further across Europe, Asia and North America, and to hold a disciplined line on costs while investing selectively in people and technology to support scale.

Financial instruments

The Group's financial instruments comprise cash and cash equivalents, short-term investments, trade and other receivables, digital assets held at cost less impairment, and trade and other payables. The Group does not use derivatives. Its main financial risks are market risk, principally the price of the digital assets it holds and foreign exchange movements, together with credit risk on cash and receivables and liquidity risk. The directors manage these by holding cash across more than one institution, converting digital asset receipts to fiat where the Group is free to do so, monitoring collection of receivables, and keeping enough liquidity to meet obligations as they fall due. Capital is managed so the Group can continue as a going concern.

Going concern

The directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. The Group ended the year with cash of $10,996,423, no borrowings and net assets of $13,093,497, and generated $5,082,208 of cash from operations. The directors therefore consider it appropriate to adopt the going concern basis of accounting, and are not aware of any material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, HT Digital Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 5

ZEPPELIN GROUP LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

This report was approved by the board and signed on its behalf.

................................................ Demian Elias Brener Director	................................................ Tomas Horacio French Director

Date: 18 August 2026	Date: 18 August 2026

Page 6

ZEPPELIN GROUP LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEPPELIN GROUP LTD

Opinion

We have audited the financial statements of ZEPPELIN GROUP LTD (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of material accounting policies set out on pages 25 - 31. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.

In our opinion:

∙the financial statements give a true and fair view of the state of the Group's and the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;

∙the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and

∙the financial statements 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 and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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.

Page 7

ZEPPELIN GROUP LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEPPELIN GROUP LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Statement of directors' responsibilities

As explained more fully in the Directors’ responsibilities statement set out on page 4, 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 is 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.

Page 8

ZEPPELIN GROUP LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEPPELIN GROUP LTD (CONTINUED)

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 an auditors' report 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.

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

∙we obtained an understanding on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group and the Parent company, including the Companies Act 2006, taxation legislation, GDPR, anti-bribery and customer fund safeguarding.

∙we obtained an understanding of how the company is complying with those legal and regulatory frameworks.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the presumed significant fraud risk in revenue recognition (allocation of total contract price to performance obligations). Our specific procedures performed to address this risk included detailed review of customer contracts and a test of details over the revenue balance, by recalculating the total revenue balance and agreeing fees to signed contracts.

In line with all audits conducted under ISAs (UK), we are mandated to undertake specific procedures to address the risk of management override. To mitigate the risk of fraud due to management override of controls, we performed tests on the appropriateness of journal entries and other adjustments. We also assessed whether the judgments made in accounting estimates indicated any potential bias and evaluated the business rationale for any significant transactions that appeared unusual or were outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

∙Reviewing financial statement disclosures by testing supporting documentation to ensure compliance with relevant laws and regulations that directly impact the financial statements.

∙We challenged assumptions and judgments made by management in its significant accounting estimates which we determined to be appropriate.

∙Conducting analytical procedures to detect any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.

∙Consulting with management and external legal counsel regarding actual and potential litigation and claims, as well as instances of non-compliance with laws and regulations.

∙Reading the minutes of governance meetings and examining correspondence with HMRC.

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

Page 9

ZEPPELIN GROUP LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEPPELIN GROUP LTD (CONTINUED)

Auditors' Report.

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 directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the directors’ report has 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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the 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.

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 an auditors' report 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.

Nicholas Newman (Senior Statutory Auditor)

for and on behalf of

HT Digital Ltd

Chartered accountants & statutory auditors

101 New Cavendish Street

London

United Kingdom

W1W 6XH

18 August 2026

Page 10

ZEPPELIN GROUP LTD

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

				2025	Restated 2024
				$	$


Revenue	6	33,824,244	25,889,285
Cost of sales		(18,262,715)	(12,336,360)
Gross profit		15,561,529	13,552,925

Administrative expenses		(13,695,432)	(20,372,535)
Profit/(loss) from operations		1,866,097	(6,819,610)

Finance income	12	111,883	299,049
Other finance income		-	267,742
Realised gains/(losses)		896,484	20,244,873
Profit before tax		2,874,464	13,992,054

Tax expense	13	(110,800)	(13,807)

Profit for the year

2,763,664

13,978,247


Total comprehensive income		2,763,664	13,978,247

Profit for the year attributable to:
Owners of the parent	2,763,664	13,978,247
	2,763,664	13,978,247

Total comprehensive income attributable to:
Owners of the parent	2,763,664	13,978,247
	2,763,664	13,978,247

The notes on pages 25 to 56 form part of these financial statements.

Page 11

ZEPPELIN GROUP LTD

REGISTERED NUMBER: 11313260

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

	2025	Restated 2024
	$	$

Assets
Non-current assets
Property, plant and equipment	14	99,108	96,551
Intangible assets	15	3,966,645	5,950,013
Contract assets	17	480,000	-
Deferred tax assets	13	32,361	32,361
		4,578,114	6,078,925
Current assets
Trade and other receivables	17	4,497,010	3,426,365
Cash and cash equivalents		10,996,423	8,652,725
		15,493,433	12,079,090

Total assets		20,071,547	18,158,015

Liabilities

Current liabilities
Trade and other payables	18	6,978,050	8,432,541
		6,978,050	8,432,541

Total liabilities		6,978,050	8,432,541


Net assets		13,093,497	9,725,474

Page 12

ZEPPELIN GROUP LTD

REGISTERED NUMBER: 11313260

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

	2025	Restated 2024
	$	$

Issued capital and reserves attributable to owners of the parent
Share capital	19	532	532
Share premium reserve		28,714	28,714
Other reserves		(7)	(7)
Share based payment reserve		2,094,385	1,461,905
Retained earnings		10,969,873	8,234,330
		13,093,497	9,725,474

TOTAL EQUITY		13,093,497	9,725,474

The financial statements on pages 11 to 56 were approved and authorised for issue by the board of directors and were signed on its behalf by:

................................................ Demian Elias Brener	................................................ Tomas Horacio French
Director	Director

Date: 18 August 2026	Date:18 August 2026

The notes on pages 25 to 56 form part of these financial statements.

Page 13

ZEPPELIN GROUP LTD

REGISTERED NUMBER: 11313260

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

	2025	Restated 2024
	$	$

Assets
Non-current assets
Property, plant and equipment	14	96,031	90,579
Intangible assets	15	3,048,232	4,986,140
Trade and other receivables	17	480,000	-
		3,624,263	5,076,719
Current assets
Trade and other receivables	17	4,471,667	3,376,740
Cash and cash equivalents		9,180,756	6,717,685
Amounts owed by group undertakings		173,901	217,570
		13,826,324	10,311,995

Total assets		17,450,587	15,388,714

Liabilities

Current liabilities
Trade and other payables	18	6,556,714	7,838,115
Amounts owed to group undertakings		427,463	-
		6,984,177	7,838,115

Total liabilities		6,984,177	7,838,115


Net assets		10,466,410	7,550,599

Page 14

ZEPPELIN GROUP LTD

REGISTERED NUMBER: 11313260

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

	2025	Restated 2024
	$	$

Issued capital and reserves attributable to owners of the parent
Share capital	19	532	532
Share premium reserve		28,714	28,714
Share based payment reserve		2,094,385	1,461,905
Retained earnings		8,342,779	6,059,448
TOTAL EQUITY		10,466,410	7,550,599

The Company's profit for the year was $2,284,582 (2024 - $18,013,140).

The financial statements on pages 11 to 56 were approved and authorised for issue by the board of directors and were signed on its behalf by:

Demian Elias Brener	Tomas Horacio French
Director	Director

The notes on pages 25 to 56 form part of these financial statements.

Page 15


		ZEPPELIN GROUP LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025

	Share capital	Share premium reserve	Other reserves	Share based payment reserve	Retained earnings (restated)	Total attributable to equity holders of parent (restated)	Total equity (restated)
	$	$	$	$	$	$	$
At 1 January 2025 (as previously stated)	532	28,714	-	1,641,936	5,053,870	6,725,052	6,725,052
Prior year adjustment - correction of error	-	-	(7)	(180,031)	3,180,460	3,000,422	3,000,422
At 1 January 2025 (as restated)	532	28,714	(7)	1,461,905	8,234,330	9,725,474	9,725,474
Profit for the year	-	-	-	-	2,763,664	2,763,664	2,763,664
Total comprehensive income for the year	-	-	-	-	2,763,664	2,763,664	2,763,664
Contributions by and distributions to owners
Share based payment reserve	-	-	-	632,480	-	632,480	632,480
Transfer of reserves	-	-	-	-	(28,121)	(28,121)	(28,121)
Total contributions by and distributions to owners	-	-	-	632,480	(28,121)	604,359	604,359
At 31 December 2025	532	28,714	(7)	2,094,385	10,969,873	13,093,497	13,093,497

The notes on pages 25 to 56 form part of these financial statements.

Page 16


		ZEPPELIN GROUP LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024

	Share capital	Share premium reserve	Other reserves	Share based payment reserve	Retained earnings (restated)	Total attributable to equity holders of parent (restated)	Total equity (restated)
	$	$	$	$	$	$	$
At 1 January 2024 (as previously stated)	532	29,379	-	15,655	12,941,056	12,986,622	12,986,622
Prior year adjustment - correction of error	-	(665)	-	1,113,052	365,941	1,478,328	1,478,328
At 1 January 2024 (as restated)	532	28,714	-	1,128,707	13,306,997	14,464,950	14,464,950
Profit for the year	-	-	-	-	13,978,247	13,978,247	13,978,247
Total comprehensive income for the year	-	-	-	-	13,978,247	13,978,247	13,978,247
Dividends	-	-	-	-	(19,050,921)	(19,050,921)	(19,050,921)
Share based payment reserve	-	-	-	348,853	-	348,853	348,853
Transfers of reserves	-	-	(7)	(15,655)	7	(15,655)	(15,655)
Total contributions by and distributions to owners	-	-	(7)	333,198	(19,050,914)	(18,717,723)	(18,717,723)
At 31 December 2024	532	28,714	(7)	1,461,905	8,234,330	9,725,474	9,725,474

Page 17


		ZEPPELIN GROUP LTD

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025

	Share capital	Share premium reserve	Share based payment reserve	Retained earnings (restated)	Total equity (restated)
	$	$	$	$	$
At 1 January 2025 (as previously stated)	532	28,714	1,641,936	2,878,997	4,550,179
Prior year adjustment - correction of error	-	-	(180,031)	3,180,451	3,000,420
At 1 January 2025 (as restated)	532	28,714	1,461,905	6,059,448	7,550,599
Comprehensive income for the year
Profit for the year	-	-	-	2,284,582	2,284,582
Total comprehensive income for the year	-	-	-	2,284,582	2,284,582
Contributions by and distributions to owners
Share based payment reserve	-	-	632,480	-	632,480
Transfer of reserves	-	-	-	(1,251)	(1,251)
Total contributions by and distributions to owners	-	-	632,480	(1,251)	631,229
At 31 December 2025	532	28,714	2,094,385	8,342,779	10,466,410

The notes on pages 25 to 56 form part of these financial statements.

Page 18


		ZEPPELIN GROUP LTD

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024

	Share capital	Share premium	Other reserves	Retained earnings (restated)	Total equity (restated)
	$	$	$	$	$
At 1 January 2024 (as previously stated)	532	29,379	-	6,707,407	6,737,318
Prior year adjustment - correction of error	-	(665)	1,113,052	389,822	1,502,209
At 1 January 2024 (as restated)	532	28,714	1,113,052	7,097,229	8,239,527
Comprehensive income for the year
Profit for the year	-	-	-	18,013,140	18,013,140
Total comprehensive income for the year	-	-	-	18,013,140	18,013,140
Contributions by and distributions to owners
Dividends	-	-	-	(19,050,921)	(19,050,921)
Share based payment reserve	-	-	348,853	-	348,853
Total contributions by and distributions to owners	-	-	348,853	(19,050,921)	(18,702,068)
At 31 December 2024	532	28,714	1,461,905	6,059,448	7,550,599

The notes on pages 25 to 56 form part of these financial statements.

Page 19

ZEPPELIN GROUP LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

				2025	Restated 2024
				$	$

Cash flows from operating activities
Profit for the year	2,763,664	13,978,247
Adjustments for
Other income	-	(267,742)
Depreciation and amortisation	284,593	88,490
Share based payment expense	632,480	348,853
Impairment of intangible assets	1,536,859	-
Gas fees	(2,146)	7,472
Interest received	(111,883)	(299,049)
Taxation charge	110,800	13,807
Bad debts	76,800	248,085
Realised gains on intangible assets	(896,484)	(20,244,873)
Non cash incentive - compensation and bonus	2,126,367	7,537,526
Exchange gain and loss	-	(41,014)
Prior period reserve movement (non-cash)	(270,587)	-
	6,250,463	1,369,802
Movements in working capital:
(Increase)/decrease in debtors	(737,776)	(926,119)
(Increase)/decrease in other current assets	(271,350)	42,203
(Increase)/decrease in accrued revenue and contract assets	(541,519)	485,777
Increase/(decrease) in creditors	81,376	(36,236)
Increase/(decrease) in other current liabilities	29,319	813,113
Increase/(decrease) in deferred revenue	271,695	575,253

Net cash from operating activities	5,082,208	2,323,793
Cash flows from investing activities
Purchase of tangible fixed assets	(111,832)	(105,280)
Purchase of intangible assets	(1,053,202)	(512)
Net gain/(loss) realised on conversion of tokens to USD	(328,110)	10,291,833
Interest received	111,883	299,049
Long term intangibles	(1,350,002)	-
Proceeds from conversion of stablecoins	(7,247)	367,314
Net cash (used in)/from investing activities	(2,738,510)	10,852,404
Cash flows from financing activities
Other dividends (paid)/received	-	(19,050,921)

Page 20

ZEPPELIN GROUP LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025


				2025	2024
				$	$

Net cash from/(used in) financing activities	-	(19,050,921)
Net increase/(decrease) in cash and cash equivalents	2,343,698	(5,874,724)

Cash and cash equivalents at the beginning of year	8,652,725	14,527,449
Cash and cash equivalents at the end of the year	10,996,423	8,652,725

The notes on pages 25 to 56 form part of these financial statements.

Page 21

ZEPPELIN GROUP LTD

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

				2025	Restated 2024
				$	$

Cash flows from operating activities
Profit for the year	2,284,582	18,013,140
Adjustments for
Other income	-	(53,999)
Depreciation and amortisation	280,345	79,714
Share based payment expense	632,480	348,853
Gas fees	(2,144)	7,472
Interest received	(104,341)	(20,511)
Bad debts	76,800	199,335
Gain from intangible assets	(438,059)	(2,919,036)
Non cash incentive - compensation and bonus	1,788,818	6,294,209
Exchange gain and loss (FX)	-	(41,014)
Dividend received	-	(22,140,760)
Prior period expenses	14,213	(17,700)
Impairment of investment in subsidiary	40,470	-
Impairment of intangible assets	1,536,859	-
	6,110,023	(250,297)
Movements in working capital:
(Increase)/decrease in debtors	(764,860)	(1,110,285)
(Increase)/decrease in other current assets	(269,662)	(28,763)
(Increase)/decrease in accrued revenue	(540,405)	485,883
(Increase)/decrease in creditors	85,316	(22,138)
(Increase)/decrease in amounts owed by group undertakings	(43,669)	(212,986)
Increase in trade and other payables	427,463	-
Increase/(decrease) in amounts owed to group undertakings	-	(202,815)
Increase/(decrease) in deferred revenue	271,695	575,253
Increase/(decrease) in other current liabilities	(1,016)	756,377

Net cash from/(used in) operating activities	5,274,885	(9,771)
Cash flows from investing activities
Purchase of intangible assets	(1,053,172)	(512)
Sale of intangible assets	(397,756)	(129,377)
Purchase of tangible assets	(110,479)	(100,108)
Long term intangibles	(1,350,002)	-
Interest received	104,341	20,511
Proceeds from conversion of stablecoins	(4,746)	38,197

Page 22

ZEPPELIN GROUP LTD

COMPANY STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025


				2025	2024
				$	$

Net cash used in investing activities	(2,811,814)	(171,289)
Cash flows from financing activities
Dividends received	-	22,140,760
Dividends paid	-	(19,050,921)
Net cash from financing activities	-	3,089,839
Net increase in cash and cash equivalents	2,463,071	2,908,779

Cash and cash equivalents at the beginning of year	6,717,685	3,808,906
Cash and cash equivalents at the end of the year	9,180,756	6,717,685

The notes on pages 25 to 56 form part of these financial statements.

Page 23

ZEPPELIN GROUP LTD

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

		Page
1.	Accounting policies	25
2.	Reporting entity	31
3.	Basis of preparation	32
4.	Functional and presentation currency	33
5.	Accounting estimates and judgments	33
6.	Revenue	34
7.	Other finance income	34
8.	Auditors' remuneration	34
9.	Realised gains/losses from intangible assets	35
10.	Employee benefit expenses	35
11.	Directors' remuneration	37
12.	Finance income	37
13.	Tax expense	38
14.	Property, plant and equipment	40
15.	Intangible assets	42
16.	Subsidiaries	44
17.	Trade and other receivables	45
18.	Trade and other payables	47
19.	Share capital	48
20.	Share based payments	49
21.	Recognised in profit or loss	49
22.	Share based payment reserve	50
23.	Reserves	50
24.	Financial instruments and financial risk	51
25.	Related party transactions	54
26.	Prior period error	55
27.	Capital management	56
28.	Events after the reporting date	56
29.	Capital commitments and contingencies	56

Page 24

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.Accounting policies

1.1

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

∙has power over the investee;

∙is exposed, or has rights, to variable returns from its involvement with the investee; and

∙has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

∙potential voting rights held by the Company, other vote holders or other parties;

∙rights arising from other contractual arrangements; and

∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Page 25

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.Accounting policies (continued)

1.1

Basis of consolidation (continued)

Changes in the Group's ownership interests in existing subsidiaries

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss, it is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IFRS 9, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

Page 26

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.Accounting policies (continued)

1.2

Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.

Security audit services. The performance obligation is the delivery of the agreed scope of review work, satisfied over time. Revenue is typically recognised on a percentage of completion basis, measured by days worked against the daily rate agreed in the contract. Engagements are typically invoiced in full at contract signing, on ten day terms for existing clients and due on receipt for ad hoc engagements.

Ecosystem and development services. The performance obligation is the delivery of the agreed development work, satisfied over time. These agreements are bespoke, so progress is measured against the phases or milestones set out in each agreement rather than on a single basis across the stream. Engagements are typically invoiced quarterly in advance from contract signing on ten day terms, so a deferred income balance arises on invoicing and is released to revenue as the work progresses. Network integration, advisory and incident response services within this category are typically recognised on a straight-line basis over the term of the agreement.

Subscription services. The performance obligation is the provision of continuous access to the platform, satisfied evenly over the subscription term. Subscriptions are invoiced monthly or annually on ten day terms from the billing start date.

Engagements are generally for a fixed scope at a fixed fee and no material variable consideration arises. Where payment falls due more than one year after the transfer of services, the directors do not consider the financing component to be significant and no transaction price is adjusted for the time value of money.

Where a contract fixes a quantity of tokens rather than a monetary amount, the consideration is non-cash consideration. It is measured at the fair value of the tokens at contract inception, being the date on which the Group obtains an enforceable right to them. Movements in the price of those tokens after that date do not form part of revenue and are recognised in profit or loss as they arise.

1.3

Employee benefits

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

Page 27

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.Accounting policies (continued)

1.4

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

(i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Consolidated Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

(ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

(iii) Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Page 28

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.Accounting policies (continued)

1.5

Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:

Computer equipment

2 years

1.6

Intangible assets

(i) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Expenditure on research is recognised in profit or loss as incurred. Development expenditure is capitalised as an internally generated intangible asset only when the Group can demonstrate all of the criteria in IAS 38.57: the technical feasibility of completing the asset for use or sale; its intention to complete the asset and use or sell it; its ability to use or sell it; how the asset will generate probable future economic benefits; the availability of adequate technical, financial and other resources to complete the development; and the ability to measure the attributable expenditure reliably. The amount capitalised comprises the directly attributable costs, principally the labour and related employee benefits of the engineers working on the project, identified by project from timesheet and scheduling records. Expenditure that does not meet these criteria is expensed as incurred.

During the year the Group capitalised $1,350,002 of development costs in respect of two qualifying projects, a reusable development tool and an open-source library, having assessed the IAS 38.57 criteria as met and documented that assessment in a technical feasibility review.

Capitalised development costs are amortised on a straight-line basis over an estimated useful life of four years (48 months), reflecting expected technological relevance, the rate of reuse across projects and anticipated obsolescence. Amortisation begins when the asset is available for use, taken as the month following capitalisation, and each capitalised amount is amortised over its own 48-month period. Because the costs were capitalised on a rolling basis through the year and amortised only from the month after each addition, only a part-period charge of $178,125 arises in 2025, leaving a net carrying amount of $1,171,877. The useful life and amortisation method are reviewed annually, and any changes are accounted for prospectively.

Page 29

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.Accounting policies (continued)

1.6

Intangible assets (continued)

(ii) Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

1.7

Impairment of non-financial assets (excluding inventories and deferred tax assets)

Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units ('CGUs').

Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income.

1.8

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

1.9

Financial instruments

The Group's financial assets comprise cash and cash equivalents, trade receivables and amounts owed
by group undertakings. Each is held to collect contractual cash flows and is measured at amortised cost.
Financial liabilities comprise trade payables, accruals and amounts owed to group undertakings, each
measured at amortised cost. The Group holds no derivative financial instruments and applies no hedge accounting.

Loss allowances on trade receivables and contract assets are measured at an amount equal to lifetime expected credit losses, applying the simplified approach permitted by IFRS 9.

1.10

Share-based payments and restricted token units

Equity-settled share options granted to employees are measured at fair value at the grant date using a Black-Scholes model. That fair value is recognised as an expense over the period during which the employee becomes unconditionally entitled to the award, with a corresponding credit to the share based payment reserve. At each reporting date the charge is revised for the number of options expected to vest.

Restricted token units are settled in digital assets rather than in equity instruments of the Company. They are accounted for as employee benefits and measured at the fair value of the assets to be delivered at the date the obligation arises, with the expense recognised over the period the related services are rendered. The charge is presented within non-cash incentive expense.

Page 30

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.Accounting policies (continued)

1.11

Derivative financial instruments

The Group may enter into derivative financial instruments to manage its exposure to interest rate and
foreign exchange rate risks. No derivative financial instruments were held during the current or the
preceding year.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL. Derivatives embedded in hybrid contracts that contain financial asset hosts within the scope of IFRS 9 are not separated. The entire hybrid contract is classified and subsequently measured at either amortised cost or FVTPL as appropriate. See note 1.9 for the Group's policy on classification of financial assets.

1.12

Foreign currency

The functional currency of the Company, and the presentation currency of the Group, is the US dollar. Transactions in other currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in other currencies are retranslated at the rate ruling at the reporting date and the resulting differences are recognised in profit or loss.

On consolidation, the assets and liabilities of operations whose functional currency is not the US dollar are translated at the rate ruling at the reporting date and their income and expenses at average rates for the period. The resulting exchange differences are recognised in other comprehensive income and accumulated in a separate component of equity.

1.13

Leases

The Group applies the recognition exemptions in IFRS 16 for short-term leases and for leases of low-value assets. Payments under such leases are recognised as an expense on a straight-line basis over the lease term. The Group has no leases to which those exemptions do not apply and accordingly recognises no right-of-use assets and no lease liabilities.

2.	Reporting entity

Zeppelin Group Ltd (“the Group”) is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address are as below: Registered number: 11313260 Registered office: 5 New Street Square London EC4A 3TW.

The Group operates globally and is a leading security services company in the blockchain industry. It provides security products to build, automate, and operate decentralised applications, while protecting leading organisations by performing security audits on their systems and products.

Page 31

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Basis of preparation

The Group's consolidated and the Company's individual financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 18 August 2026.

The directors have assessed the Group's and the Company's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. The Group ended the year with cash and net assets as shown below, has no borrowings, and generated $5,082,208 of cash from operating activities. The directors therefore consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements, and are not aware of any material uncertainties that may cast significant doubt on the Group's or the Company's ability to continue as a going concern.

Details of the Group's accounting policies, including changes during the year, are included in note 1.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of Comprehensive Income in these financial statements.

In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.

3.1 New standards, interpretations and amendments not yet effective

A number of new standards are effective for annual periods beginning after 1 January 2025 and earlier application is permitted; however, the Group has not early adopted the new or amended standards in preparing these consolidated financial statements.

a. Amendment to IAS 21 - The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability - (issued August 2023, effective for annual periods beginning on or after 1 January 2025) - The impact of the amendment was not material.

b. IFRS 18 – Presentation and Disclosure in Financial Statements (replaces IAS 1). Introduces new definitions for subtotals (operating profit and profit or loss before financing and tax), management-defined performance measure disclosures, and guidance on aggregation and disaggregation of information. (issued on April 2024, effective for annual periods beginning on or after 1 January 2027) - Unlikely there will be a material impact.

Page 32

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


4.	Functional and presentation currency

These consolidated financial statements are presented in US Dollar, which is the Company's functional currency. All amounts have been rounded to the nearest US Dollar, unless otherwise indicated.

5.	Accounting estimates and judgments

The preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions in the Company’s consolidated financial statements. Historically, the directors deem that significant estimates and assumptions include the determination of the recognition, measurement, and valuation of:

• Fair value of restricted token awards issued
• Revenues to be paid in tokens not yet issued
• Bonus accruals for team members
• Useful lives of tangible and intangible assets

For 2025 the directors consider several additional areas of estimation and judgement beyond those disclosed last year.

The most significant is the impairment of digital assets, where the recoverable amount of certain holdings turns on token price and on judgements about the depth of the market and any restrictions on disposal.

A second area is the fair value of non-cash consideration received in tokens, where a contract fixes a quantity of tokens rather than a dollar amount, so a value has to be estimated at the point revenue is recognised.

The third concerns the development costs capitalised for the first time this year. The directors have judged that each of the recognition criteria in IAS 38.57 was met for both qualifying projects, which is a judgement rather than an estimate and is the judgement on which recognition of the asset rests. In measuring the amount capitalised the directors have estimated the proportion of each engineer's employment cost attributable to qualifying development activity, by reference to project and scheduling records. The directors also judge the recoverability and useful life of the resulting asset, and the point at which the costs become available for use and begin to amortise.

Page 33

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


Security audit services	21,342,355	17,856,527
Ecosystem and development services	11,617,248	6,961,966
Subscription services	864,641	1,070,792
	33,824,244	25,889,285

Timing of revenue recognition:
	2025	2024
	$	$

	Services transferred over time	33,824,244	25,889,285
		33,824,244	25,889,285

7.	Other finance income
		2025	2024
		$	$


Other finance income	-	267,742
	-	267,742

Auditors' remuneration

87,413

55,953

In accordance with the applicable provisions of the Companies Act 2006, the company has taken the exemption from disclosing separately the amounts payable to the auditor in respect of non-audit services.

Page 34

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Realised gains/losses from intangible assets
		2025	Restated 2024
		$	$


Arising on the reassessment of digital asset cost basis	2,240,073	1,482,791
Realised on other disposals in the year	(1,343,589)	18,762,082
Profit on disposal of intangible assets	896,484	20,244,873

Employee benefit expenses (including directors) comprise:
Wages and salaries	4,108,646	4,123,531
Social security and pension costs	263,717	236,394
Non-cash incentive expenses	2,126,367	7,537,526
	6,498,730	11,897,451

The note presents the costs of the Group’s employees. Personnel engaged through internal-contractor arrangements, who make up most of the Group’s headcount, are not employees; their costs are included within cost of sales and administrative expenses as consultancy and contractor costs, consistent with the prior year. On this basis the 2024 comparative agrees with the amounts filed for that year.

The monthly average number of persons, including the directors, employed by the Group during the year was as follows:
	2025	2024
	No.	No.

	Employees	49	44
		49	44

Page 35

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Company
	2025	2024
	$	$

Employee benefit expenses (including directors) comprise:
Wages and salaries	227,710	70,040
National insurance and pension	34,546	14,970
Long term employee benefits	1,788,818	6,294,209
	2,051,074	6,379,219

The material movement year on year is on the non-cash incentive expense, being restricted token unit compensation, which fell from $6,294,209 in 2024 to $1,788,818 in 2025. The 2024 charge reflected an elevated level of token-based awards vesting in that year, following the Group’s restricted token unit programme; the 2025 charge is substantially lower as fewer awards vested. Wages and salaries rose from $70,040 to $227,710 over the same period.

The monthly average number of persons employed by the Company during the year was as follows:
	2025	2024
	No.	No.

	Employees	2	2
		2	2

Page 36

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Directors' remuneration
		2025	2024
		$	$


Wages and salaries	356,605	521,728
Bonus (accrued)	-	500,000
Fees	-	3,451
Share-based payment	170,955	-
Total emoluments	527,560	1,025,179

The highest paid director's emoluments were as follows:
	2025	2024
	$	$


Wages and salaries	342,534	511,503
Bonus (accrued)	-	500,000
Share-based payment	170,955	-
	513,489	1,011,503

Finance income


	Other interest receivable	111,883	299,049
	Total finance income	111,883	299,049

Page 37

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Current tax
Current tax on profits for the year	110,800	13,807
Total current tax	110,800	13,807
Deferred tax expense

	110,800	13,807

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:
	2025	2024
	$	$


Profit for the year	2,763,664	13,978,247
Income tax expense (including income tax on associate, joint venture and discontinued operations)	110,800	13,807
Profit before income taxes	2,874,464	13,992,054

Tax using the Company's domestic tax rate of 25%	718,616	3,498,014
Depreciations, amortisation and profit/(loss) on sale of assets	70,086	19,929
Expense adjustments	10,740	125,753
Other expenditure disallowed	19,200	49,834
Utilisation of tax losses	(1,033,535)	-
Other group member losses	18,079	18,639
Difference in foreign tax rate	(39,716)	(39,571)
Foreign tax adjustments	(15,033)	-
Exempt deductions	(25,925)	(384,086)
Realised gain on disposals	(109,515)	-
Share-based payment	158,119	-
Impairment	384,214	-
Allowance on intangible assets	(44,530)	-
Dividends received	-	(3,274,705)
Total tax expense	110,800	13,807

Page 38

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Tax expense (continued)

Current tax assets

Tax receivables	16,994	16,993
	16,994	16,993


Deferred tax	32,361	32,361
	32,361	32,361

Deferred tax assets have not been recognised in respect of the following, as there is insufficient evidence that taxable profits will arise against which they can be utilised.


					2025	2024
					$	$


Trading losses carried forward	4,850,707	8,984,847
Unrecognised deferred tax asset thereon, at 25%	1,212,677	2,246,212

Page 39

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Trading losses were utilised in the year as set out below. Trading losses carried forward under the current United Kingdom regime may be carried forward indefinitely and have no expiry date.


					2025	2024
					$	$


	Trading losses utilised in the year	4,134,140	-

A capital loss arose in the year on disposals of digital assets. Capital losses are available only against future chargeable gains and no deferred tax asset is recognised on them. The amount follows the corporation tax computation once reworked for the digital asset cost basis correction, which moves the realised result on those disposals from a loss to a gain.

14.	Property, plant and equipment
	Group

		Computer equipment
		$
	Cost or valuation
	At 1 January 2024	141,494
	Additions	105,280
	At 31 December 2024	246,774
	Additions	111,832
	At 31 December 2025	358,606

Page 40

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.Property, plant and equipment (continued)

		Computer equipment
		$
	Accumulated depreciation and impairment
	At 1 January 2024	61,733
	Charge for the year	88,490
	At 31 December 2024	150,223
	Charge for the year	109,275
	At 31 December 2025	259,498
	Net book value
	At 1 January 2024	79,761
	At 31 December 2024	96,551
	At 31 December 2025	99,108

	Company

		Computer equipment
		$
	Cost or valuation
	At 1 January 2024	115,860
	Additions	100,108
	At 31 December 2024	215,968
	Additions	110,479
	At 31 December 2025	326,447

Page 41

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.Property, plant and equipment (continued)

		Computer equipment
		$
	Accumulated depreciation and impairment
	At 1 January 2024	45,675
	Charge for the year	79,714
	At 31 December 2024	125,389
	Charge for the year	105,027
	At 31 December 2025	230,416
	Net book value
	At 1 January 2024	70,185
	At 31 December 2024	90,579
	At 31 December 2025	96,031

15.	Intangible assets
	Group

	Digital assets (Restated)	Development expenditure	Total (Restated)
	$	$	$
Cost
At 1 January 2024	2,437,070	-	2,437,070
Additions	76,766,272	-	76,766,272
Disposals	(86,812,484)	-	(86,812,484)
Impairment reversal	13,559,155	-	13,559,155
At 31 December 2024	5,950,013	-	5,950,013
Additions	8,412,909	1,350,002	9,762,911
Disposals	(7,030,874)	-	(7,030,874)
Impairment charge	(3,000,421)	-	(3,000,421)
At 31 December 2025	4,331,627	1,350,002	5,681,629

Page 42

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.Intangible assets (continued)

	Digital assets (Restated)	Development expenditure	Total (Restated)
	$	$	$
Accumulated amortisation and impairment
Charge for the year	-	178,125	178,125
Impairment charge	1,536,859	-	1,536,859
At 31 December 2025	1,536,859	178,125	1,714,984
Net book value
At 1 January 2024	2,437,070	-	2,437,070
At 31 December 2024	5,950,013	-	5,950,013
At 31 December 2025	2,794,768	1,171,877	3,966,645

In line with IAS 38, aggregate research and development expenditure recognised as an expense during the year amounted to $3,134,929 (2024: $nil), comprising $1,872,160 of research expenditure and $1,262,769 of development expenditure that did not qualify for capitalisation.

	Company

	Digital assets (Restated)	Development expenditure	Total (Restated)
	$	$	$
Cost
At 1 January 2024	6,890,485	-	6,890,485
Additions	36,099,805	-	36,099,805
Disposals	(41,011,691)	-	(41,011,691)
Impairment reversal	3,007,541	-	3,007,541
At 31 December 2024	4,986,140	-	4,986,140
Additions	7,937,078	1,350,002	9,287,080
Disposals	(6,509,583)	-	(6,509,583)
Impairment charge	(3,000,421)	-	(3,000,421)
At 31 December 2025	3,413,214	1,350,002	4,763,216

Page 43

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.Intangible assets (continued)

	Digital assets (Restated)	Development expenditure	Total (Restated)
	$	$	$
Accumulated amortisation and impairment
Charge for the year	-	178,125	178,125
Impairment charge	1,536,859	-	1,536,859
At 31 December 2025	1,536,859	178,125	1,714,984
Net book value
At 1 January 2024	6,890,485	-	6,890,485
At 31 December 2024	4,986,140	-	4,986,140
At 31 December 2025	1,876,355	1,171,877	3,048,232

16.	Subsidiaries
	Details of the Group's material subsidiaries at the end of the reporting period are as follows:
	Name of subsidiary	Place of incorporation and operation	Proportion of ownership interest and voting power held by the Group (%)
			2025	2024

1) Zeppelin Audits Ltd	Cayman Islands	-	100
2) zOS Global Ltd	Cayman Islands	100	100
3) Smart Developer Inc.	United States	100	100
4) Aricas S.A.	Uruguay	100	100
5) Contratos Inteligentes S.A.	Argentina	-	100

During the year, Zeppelin Audits Ltd and Contratos Inteligentes S.A. were wound up, resulting in the Group's ownership interest in both entities reducing to 0% as at 31 December 2025.

Page 44

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


17.	Trade and other receivables

	Group
		2025	2024
		$	$


Trade receivables	2,782,241	2,044,465
Trade receivables - net	2,782,241	2,044,465
Prepayments and accrued income	1,697,775	1,364,907
Contract assets	480,000	-
Other debtors	16,994	16,993
Total trade and other receivables	4,977,010	3,426,365
Less: current portion - trade receivables	(2,782,241)	(2,044,465)
Less: current portion - prepayments and accrued income	(1,697,775)	(1,364,907)
Less: current portion - other receivables	(16,994)	(16,993)
Total current portion	(4,497,010)	(3,426,365)
Total non-current portion	480,000	-

Page 45

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


Company
	2025	2024
	$	$


Trade receivables	2,782,241	2,017,382
Trade receivables - net	2,782,241	2,017,382
Prepayments and accrued income	1,689,426	1,359,358
Other receivables	480,000	-
Total trade and other receivables	4,951,667	3,376,740
Less: current portion - trade receivables	(2,782,241)	(2,017,382)
Less: current portion - prepayments and accrued income	(1,689,426)	(1,359,358)
Total current portion	(4,471,667)	(3,376,740)
Total non-current portion	480,000	-

Company
	2025	2024
	$	$

	Amounts owed by group undertakings	173,901	217,570
		173,901	217,570

Page 46

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Trade and other payables

	Group
		2025	2024
		$	$


Trade payables	174,359	82,433
Other payables	34,304	1,970,166
Accruals	2,278,958	2,154,166
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost	2,487,621	4,206,765
Other payables - tax and social security payments	28,940	35,982
Deferred income	4,461,489	4,189,794
Total trade and other payables	6,978,050	8,432,541
Total current portion	(6,978,050)	(8,432,541)

Company
	2025	2024
	$	$


Trade payables	163,401	71,369
Other payables	29,822	1,652,915
Accruals	1,873,062	1,888,055
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost	2,066,285	3,612,339
Other payables - tax and social security payments	28,940	35,982
Deferred income	4,461,489	4,189,794
Total trade and other payables	6,556,714	7,838,115
Total current portion	(6,556,714)	(7,838,115)

Page 47

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Share capital
	Authorised
		2025	2025	2024	2024
		Number	$	Number	$

Shares treated as equity
Ordinary shares of $0.013069 each	40,706	532	40,706	532
	40,706	532	40,706	532

Issued and fully paid
	2025	2025	2024	2024
	Number	$	Number	$

	Ordinary shares of $0.013069 each
	At 1 January and 31 December	40,706	532	40,706	532

Page 48

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Movements in share options
Outstanding at 1 January 2025	10,542	232
Granted during the year	3,913	829
Exercised during the year	-	-
Forfeited/lapsed during the year	(282)	644
Outstanding at 31 December 2025	14,173	388

The weighted average exercise price for shares granted during the year are derived from the following grant date fair value assumptions:

Share price: $829.09

Exercise price: $829.09

Expected volatility: 35.0%

Expected term: 10 years

Risk-free rate: 4.2%

Dividend yield: 0.0%

Fair value per option (Black-Scholes): $495.02

The Company recognises a change between the balance as at 1 January 2025 and the closing balance disclosed in the prior year accounts. Details of the adjustment can be found under note 26. Prior period error.

21.	Recognised in profit or loss
		2025	2024
		$	$


Share based payment expense	632,480	348,853
	632,480	348,853

Page 49

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Share based payment reserve

		$

	At 1 January 2025 (as previously reported)	1,641,936
	Prior year adjustment	(180,031)
	At 1 January 2025 (restated)	1,461,905
	Charge for the year	632,480
	At 31 December 2025	2,094,385

Figures provided as at 1 January 2025 differ from those disclosed in the prior year financial statements. Please refer to note 26. Prior period error.

23.

Reserves

Share premium reserve

The share premium reserve represents the excess of consideration received over the nominal value of shares issued. This reserve is not available for distribution.

Share based payment reserve

The share based payment reserve represents the cumulative fair value of equity-settled share-based payment transactions recognised in equity.

As at 31 December 2025, the share-based payment reserve had a closing balance of $2,094,385 (2024: $1,461,905 - restated) for the Group and $2,094,385 (2024:$1,461,905 - restated) for the Company.

Other reserves

Other reserves relate to unrealised foreign currency losses.

Profit and loss account

The retained earnings include accumulated profits and losses net of dividends declared.

Page 50

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


24.	Financial instruments and financial risk

All of the Group's financial assets and financial liabilities are measured at amortised cost. The Group holds no derivatives and applies no hedge accounting.


					2025	2024
					$	$


Trade receiveables	2,782,241	2,044,465
Other receivables	16,994	16,993
Cash and cash equivalents	10,996,423	8,652,725
Total financial assets at amortised cost	13,795,658	10,714,183

Contract assets are not financial assets but are within the scope of the expected credit loss requirements and are included in the credit risk disclosures below. Prepayments and deferred income are excluded, being neither financial assets nor financial liabilities.

Financial risk management

Financial risk is managed on a group basis. The Group has established policies to manage exposure at banks and financial institutions, with the majority of funds held at independently regulated institutions. Where a credit rating is not available for an institution, management assesses its credit quality by reference to its financial position, historical data and other information obtained through the relationship. Short-term investments are limited to highly liquid instruments with a maximum duration of 180 days..

Page 51

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


	Credit risk

Credit risk is the risk of financial loss where a counterparty to a financial instrument fails to meet its contractual obligations. The Group is exposed to credit risk on cash and cash equivalents held with banks, exchanges and custodians, and on trade receivables and contract assets due from clients.

It is Group policy to assess a client before contractual obligations begin, and thereafter to monitor adherence to payment terms and the ageing of outstanding balances. Loss allowances on trade receivables and contract assets are measured at an amount equal to lifetime expected credit losses.

The Group has a concentration of credit risk. A limited number of clients account for a significant proportion of revenue and of the receivables balance. Loss allowances are assessed with that concentration in mind. Cash is held across more than one institution, with a material balance at one of them.


					2025	2024
					$	$


	Maximum exposure to credit risk	2,782,241	2,044,465

Liquidity risk

Liquidity risk is the risk that the Group is unable to meet its obligations as they fall due. The Group has no borrowings and no undrawn facilities. All financial liabilities are contractually due within one year and the contractual amounts payable equal their carrying amounts. Liquidity is managed by holding cash and short-term investments in excess of forecast operating requirements.


					2025	2024
					$	$


Financial liabilities falling due within one year	2,487,621	4,206,765
Cash and cash equivalents held	10,996,423	8,652,725

Page 52

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Market risk

Market risk is the risk that changes in market conditions adversely affect the value of the Group's assets or liabilities, or its earnings. The Group is exposed to currency risk, interest rate risk and the price risk of the digital assets it holds.

Currency risk. The substantial majority of cash and cash equivalents is held in US dollars, the presentation currency, with a small proportion in other currencies. The Group is not therefore materially exposed to currency risk, and a ten per cent movement in exchange rates would not have a material effect on reported results.

Interest rate risk. The Group has no borrowings, so interest rate risk arises only on cash and short-term investments. Of the balance held at the reporting date, the amount shown below was held in short-term investments earning interest and the remainder in operating bank accounts. A movement of one hundred basis points in interest rates, applied to the interest bearing balance, would change finance income by the amount shown.


					2025	2024
					$	$


Short-term investments, interest bearing	5,741,947	-
Bank and operating accounts	5,048,829	-
Effect of a 100 basis point movement	57,419	-
Other interest receivable for the year	111,883	299,049

Digital asset price risk. Digital assets are carried at cost less impairment, so a fall in token prices affects the financial statements only where it reduces recoverable amount below carrying value. A ten per cent fall in prices at the reporting date, if it had that effect across the holding, would give rise to the impairment shown. A rise in prices has no effect, as gains are not recognised until realised.


					2025
					$


	Carrying value of digital assets	2,794,768
	Impairment on a ten percent fall in prices	279,477

Page 53

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.	Related party transactions


Basic remuneration	356,605	521,728
Bonus (accrued)	-	500,000
Fees	-	3,451
Share-based payment	170,955	-
Total emoluments	527,560	1,025,179

Bonuses were accrued in the respective financial years and paid in the following year.

There were no company pension contributions, post-employment benefits, long-term benefits, or termination benefits were provided to KMP during the year. No loans, quasi-loans, guarantees, or other related party transactions were made available to KMP or their connected persons. No material outstanding balances with key management personnel or their connected persons existed as at 31 December 2025 or 31 December 2024.

Company related party transactions
Other related party transactions are as follows:
Related party	Type of transaction	Transaction amount		Balance owed
		2025	2024	2025	2024
		$	$	$	$


zOS Global Ltd	Token proceeds received and held for the company	-	-	173,901	-
Smart Developer Inc.	Services recharged at cost plus mark-up	4,991,578	4,960,497	(427,463)	203,960
Contratos Inteligentes S.A.	Expense met on its behalf	-	32,100	-	-
Aricas S.A.	Expenses met on its behalf	26,860	9,067	-	13,610

Page 54

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

26.	Prior period error
	During the year the Group identified errors relating to prior periods, which have been corrected retrospectively in accordance with IAS 8. The 2024 comparative has been restated. The first error concerns one of the Group's digital asset holdings, carried at an impaired cost from September 2023. Throughout 2023 to 2025 those tokens were used to settle restricted token unit obligations and in scheduled market sales; these settlements were recorded at market value but derecognised at the lower impaired carrying amount, so the carrying amount of the holding was progressively understated, eventually becoming negative, and the realised gains on settlement were not recognised. The correction restates the digital-asset carrying value and the related gains: the gain arising before 2024 increases opening retained earnings at 1 January 2024, and the gain arising in 2024 increases the profit for that year. The second error concerns the measurement of the charge for equity-settled share options, which in prior periods was not determined by reference to the grant-date fair value of the awards. It is corrected against the opening share-based payment reserve at 1 January 2025. Finally, the share premium reported at 1 January 2024 has been corrected from $29,379 to $28,714. No shares were issued in any period presented and the balance agrees to the share premium account throughout.
		Group	Company
		2024	2024
		$	$


Total equity as at 31 December 2024	6,725,052	4,550,179
Prior year adjustment on share based payment reserve	(180,038)	(180,031)
Prior year adjustment on retained earnings	3,180,460	3,180,451
Equity (restated) after adjusting for the prior period error	9,725,474	7,550,599

Page 55

ZEPPELIN GROUP LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


27.	Capital management
	The Group’s objective in managing capital is to safeguard its ability to continue as a going concern, so that it can go on serving its clients and providing returns to shareholders, while keeping a capital base strong enough to support the development of its activities. The Group treats its total equity as capital. It is financed principally by equity and by the cash it generates from operations, holds a significant balance of digital assets, and uses no external borrowing. The directors review the capital position regularly, monitoring net funds against operating needs and the Group’s exposure to the price of the digital assets it holds, and adjust the Group’s plans, including the pace of investment and any distributions, in response to changes in conditions and risk. No changes were made to the approach during the year.
	The Group’s capital comprises its equity, being share capital, the share premium reserve, the share-based payment reserve and retained earnings, together with its net funds. Net debt is defined as borrowings less cash and cash equivalents; as the Group holds no borrowings, it is in a net funds position.
	The Group is not subject to any externally imposed capital requirements. The composition at 31 December was:
		2025	2024
		$	$


Cash and cash equivalents	10,996,423	8,652,725
Net funds	10,996,423	8,652,725


Share capital	532	532
Share premium reserve	28,714	28,714
Share-based payment reserve	2,094,385	1,461,905
Retained earnings	10,969,873	8,234,330
Other reserves	(7)	(7)
Total equity	13,093,497	9,725,474
Net funds to total equity ratio	84%	89%

28.	Events after the reporting date
	Group

In the period between the balance date and the signing of the financial statements, there are no reported post balance sheet items.

29.	Capital commitments and contingencies

The Group and the Company had no capital commitments contracted for but not provided in the financial statements at 31 December 2025 (2024: none), and no contingent liabilities at either date.

Page 56