CLOVE GROUP LIMITED


Directors	LOIZOU, Alexis
	OWENS, Christian Bailey
	ROBINSON, Matthew Jack


Company Secretary	OAKWOOD CORPORATE SECRETARY LIMITED


Registered Address	3rd Floor 1 Ashley Road
	Altrincham
	WA14 2DT


Registered Number	16536239 (England and Wales)

Balance Sheet as at
31 December 2025

	Notes	2025
		£	£
Fixed assets
Intangible assets	4		583,069
Tangible assets	5		27,301
Investments	6		870
			611,240
Current assets
Debtors	7	51,619
Cash at bank and on hand		9,254,377
		9,305,996
Creditors amounts falling due within one year	8	(58,007)
Net current assets (liabilities)			9,247,989
Total assets less current liabilities			9,859,229
Net assets			9,859,229
Capital and reserves
Called up share capital			33
Share premium			10,741,211
Profit and loss account			(882,015)
Shareholders' funds			9,859,229

The company was entitled to exemption from audit for this reporting period under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The directors have chosen to not file a copy of the company’s profit and loss account under section 444 (5A) Companies Act 2006.

The financial statements were approved and authorised for issue by the Board of Directors on 28 August 2026, and are signed on its behalf by:

OWENS, Christian Bailey
Director
Registered Company No. 16536239

CLOVE GROUP LIMITED

Notes to the Financial Statements
for the period ended 31 December 2025

1.	Accounting policies

	Statutory information
	The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

	Statement of compliance
	The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.

	Functional and presentation currency
	The financial statements are presented in sterling and this is the functional currency of the company.

	Going concern
	The financial statements have been prepared on a going concern basis. The directors consider this basis appropriate as the Company has sufficient cash available to continue to trade for at least 12 months from the date these financial statements are authorised for issue.

	Defined contribution pension plan
	The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	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. Intangible assets capitalised relate to website domains and trademark costs, amortised when in use and are being amortised evenly over its estimated useful life of 10 years.

	Tangible fixed assets and depreciation
	Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided on all tangible fixed assets as follows:


		Reducing balance (%)
	Office Equipment	33

	Investments
	Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses.

2.	Average number of employees


		2025
	Average number of employees during the year	7

3.	Further information regarding the company's income
	These financial statements have been prepared for the period from the date of incorporation on 23 June 2025 to 31 December 2025. This represents the Company’s first set of financial statements since incorporation.

4.	Intangible assets

	Other	Total
	£	£
Cost or valuation
Additions	598,035	598,035
At 31 December 25	598,035	598,035
Amortisation and impairment
Charge for year	14,966	14,966
At 31 December 25	14,966	14,966
Net book value
At 31 December 25	583,069	583,069
At 22 June 25	-	-

5.	Tangible fixed assets

	Office Equipment	Total
	£	£
Cost or valuation
Additions	30,606	30,606
At 31 December 25	30,606	30,606
Depreciation and impairment
Charge for year	3,305	3,305
At 31 December 25	3,305	3,305
Net book value
At 31 December 25	27,301	27,301
At 22 June 25	-	-

6.	Fixed asset investments
	On 10 October 2025, the Company invested in a subsidiary, Clove Financial Ltd, based in Cyprus and owns 100% of the common stock. The Company has taken advance of the special rules for small groups to not prepare group accounts, as the group qualifies as small.

	Other investments¹	Total
	£	£
Cost or valuation
Additions	870	870
At 31 December 25	870	870
Net book value
At 31 December 25	870	870

	Notes
	¹Other investments other than loans

7.	Debtors: amounts due within one year

		2025
		£
	Other debtors	40,311
	Prepayments and accrued income	11,308
	Total	51,619

8.	Creditors: amounts due within one year

		2025
		£
	Trade creditors / trade payables	4,643
	Amounts owed to related parties	870
	Taxation and social security	39,790
	Other creditors	2,964
	Accrued liabilities and deferred income	9,740
	Total	58,007


	At the balance sheet date, the company owed £870 to its subsidiary company, Clove Financial Ltd, based in Cyprus. This amount is included within amounts owed to related parties. The loan is unsecured, interest free, and repayable on demand.

9.	Events after reporting date
	Subsequent to the period ended 31 December 2025, the Company entered into a rental lease agreement, with total commitments under the non-cancellable operating lease over the remaining life of the lease of £100,000. The full amount is payable within 12 months of the reporting date. Additionally, after the reporting date, in June 2026 the Company granted 206,660 share options over ordinary shares to certain employees and contractors under its share option scheme. As the grant occurred after the reporting date, no share-based payment charge has been recognised in these financial statements. The directors consider the grant to be a non-adjusting event in accordance with Section 32 of FRS 102. The options have an exercise price of £0.00001 per share. 195,829 options vest over 4 years, whilst the remaining 10,831 vest over 2 year, all of which are subject to continued service. The financial effect of the grant cannot be reliably estimated as at the date these financial statements were authorised for issue. Any resulting share-based payment expense will be recognised over the applicable vesting period in future accounting periods.

Events after reporting date

Subsequent to the period ended 31 December 2025, the Company entered into a rental lease agreement, with total commitments under the non-cancellable operating lease over the remaining life of the lease of £100,000. The full amount is payable within 12 months of the reporting date.

Additionally, after the reporting date, in June 2026 the Company granted 206,660 share options over ordinary shares to certain employees and contractors under its share option scheme. As the grant occurred after the reporting date, no share-based payment charge has been recognised in these financial statements. The directors consider the grant to be a non-adjusting event in accordance with Section 32 of FRS 102. The options have an exercise price of £0.00001 per share. 195,829 options vest over 4 years, whilst the remaining 10,831 vest over 2 year, all of which are subject to continued service.

The financial effect of the grant cannot be reliably estimated as at the date these financial statements were authorised for issue. Any resulting share-based payment expense will be recognised over the applicable vesting period in future accounting periods.

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