FORGE EUROPE UK LTD

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—5

1. General Information

FORGE EUROPE UK LTD is a private company, limited by shares, incorporated in England & Wales, registered number 14877431 . The registered office is 16 Great Chapel Street, London, W1F 8FL. The Company is a wholly-owned subsidiary of Forge Europe GmbH, registered at the Berlin, Germany court.

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

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Going Concern Disclosure

After consideration of the Company's business model and having considered the Company's forecasts, liquidity and capital needs, the director has a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future, being at least the twelve months from the date of approval of the financial statements. Accordingly, the going concern basis continues to be used in preparing these financial statements.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The Company provides brokerage services, facilitating the trading of private company and private fund securities. The Company is an Appointed Representative of Sapeno Partners LLP which is authorised and regulated by the Financial Conduct Authority. The Company receives fees in connection with these brokerage services. Management fees represent amounts received in connection with an agreement between the Company and Forge Global Inc., its indirect parent, for services on a cost plus and agreed upon profit margin basis.

2.4. Financial Instruments

The company enters into basic financial instruments that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

2.5. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.6. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of 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 company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing 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 timing differences can be utilised. 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 assets and liabilities 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. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

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FORGE EUROPE UK LTD

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

3. Average Number of Employees

Average number of employees, including directors, during the year was: 5 (2024: 5)

4. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	139,917	-
Amounts owed by group undertakings	388,522	254,666
Other debtors	28,327	25,070

	556,766	279,736

The Company is party to Broker-Dealer Partnership Agreement ("Agreement") with an affiliate, Forge Securities LLC, a securities broker-dealer registered with the Securities and Exchange Commission in the United States, the Company and Forge Securities LLC each a Broker Party, as defined in the Agreement. For transactions involving both Broker Parties, under the terms of the Agreement, total revenue earned and collected in connection with such transactions is split ratably between the Broker Parties. The Cost Plus Support Agreement lapsed upon the January 1, 2025 effective date of the Affiliate Services Agreement.

Agreement	Counterparty	2025	2024
Broker-Dealer Partnership Agreement	Forge Securities LLC	£95,796	£1,175
Cost Plus Support Agreement	Forge Europe GmbH	£503,020	£503,020
Affiliate Services Agreement, as amended	Forge Europe GmbH	(£160,316)	(£212,689)
Pass through costs incurred on behalf of the Company	Forge Europe GmbH	(£40,749)	(£36,703)
Other, currency remeasurement		(£9,229)	(£137)
		£388,522	£254,666

5. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	2,145	11,214
Amounts owed to group undertakings	-	84,961
Other creditors	462,241	270,261
Taxation and social security	4,291	-

	468,677	366,436

6. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Amounts owed to group undertakings	1,701,652	1,368,897

The Company is party to a Shareholder Loan Agreement with its immediate parent. Under the terms of the Shareholder Loan Agreement, to provide the Company with financial resources to satisfy liquidity needs and developing, expanding and conducting its business. The total amount due under any Shareholder Loan Agreement is due, along with accrued and unpaid interest, on the maturity date of such loan. Amounts can be repaid in whole or in part at any time prior to the maturity date. On 08 August 2025, the Company partially repaid Loan #1 for total of £503,141 (€500,000 principal and €76,319 interest).

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FORGE EUROPE UK LTD

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Agreement	Counterparty	2025	2024
Shareholder Loan Agreement, as amended, restated, supplmented or otherwise modified
Loan #1, €0.5 million total facility*, €0.5 million outstanding, due 09/02/28, 10% interest rate	Forge Europe GmbH	£425,406	£852,981
Loan #2, €0.5 million total facility, €0.5 million outstanding, due 24/08/28, 10% interest rate	Forge Europe GmbH	£420,004	£420,004
Loan #3, €0.5 million total facility, €0.5 million outstanding, due 26/10/28, €0.15 million 10% interest rate, €0.35 million 5% interest rate	Forge Europe GmbH	£411,802	£124,622
Loan#4, €0.5 million total facility, €0.25 million outstanding, due 12/03/29, 5% interest rate	Forge Europe GmbH	£208,260	£-
Accrued and unpaid interest		£172,917	£-
Other, currency revaluation		£63,263	£28,710
		£1,701,652	£1,368,897

* Original facility amount was €1.0 million. Such amount was permanently reduced to €0.50 million upon repayment of €0.50 million in August 2025, in accordance with the terms of the Shareholder Loan Agreement.

7. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	1	1

8. Ultimate Controlling Party

The ultimate controlling party is The Charles Schwab Corporation.

The company is registered in Delaware, USA.

9. Prior year balance sheet reclassifications

Certain amounts due from and due to group companies have been reclassified in the prior year comparative figures to conform to the presentation adopted in the current period. The reclassifications have no impact on the net income/(loss) reported for either the current or prior year.

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		2025		2024
	Notes	£	£	£	£
CURRENT ASSETS
Debtors	4	556,766		279,736
Cash at bank and in hand		933,819		286,486

		1,490,585		566,222
Creditors: Amounts Falling Due Within One Year	5	(468,677 )		(366,436 )

NET CURRENT ASSETS (LIABILITIES)			1,021,908		199,786

TOTAL ASSETS LESS CURRENT LIABILITIES			1,021,908		199,786

Creditors: Amounts Falling Due After More Than One Year	6		(1,701,652 )		(1,368,897 )

NET LIABILITIES			(679,744 )		(1,169,111 )

CAPITAL AND RESERVES
Called up share capital	7		1		1
Share premium account			499,999		499,999
Profit and Loss Account			(1,179,744 )		(1,669,111 )

SHAREHOLDERS' FUNDS			(679,744)		(1,169,111)