Registration number: 16131854

Zonaris Ltd

Contents

Company Information	1
Balance Sheet	2
Notes to the Unaudited Financial Statements	3 to 7

Zonaris Ltd

Company Information

Directors

Michael Wellesley-Wesley Mariza Wellesley-Wesley

Registered office

80-83 Long Lane London United Kingdom EC1A 9ET

Accountants

Carbon Accountancy Limited Chartered Accountants80-83 Long Lane London EC1A 9ET

Zonaris Ltd

(Registration number: 16131854)
Balance Sheet as at 31 December 2025

	Note	2025 £
Fixed assets
Intangible assets	4	66,893
Current assets
Debtors	5	302,033
Cash at bank and in hand		106,059
		408,092
Creditors: Amounts falling due within one year	6	(2,750)
Net current assets		405,342
Net assets		472,235
Capital and reserves
Called up share capital	7	12,250
Share premium reserve		227,705
Other reserves		597,000
Retained earnings		(364,720)
Shareholders' funds		472,235

For the financial period ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

•	The members have not required the company to obtain an audit of its accounts for the period in question in accordance with section 476; and
•	The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 10 September 2026 and signed on its behalf by:
 

......................................... Mariza Wellesley-Wesley Director

Zonaris Ltd

Notes to the Unaudited Financial Statements for the Period from 12 December 2024 to 31 December 2025

1	General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
80-83 Long Lane
London
EC1A 9ET
United Kingdom

These financial statements were authorised for issue by the Board on 10 September 2026.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

The financial statements have been prepared on a going concern basis.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Zonaris Ltd

Notes to the Unaudited Financial Statements for the Period from 12 December 2024 to 31 December 2025

Intangible assets

Cryptocurrency
The company holds Bitcoin as a treasury asset. Cryptocurrency is an identifiable non-monetary asset without physical substance and is accounted for as an intangible fixed asset in accordance with Section 18 of FRS 102. It is measured initially at cost, being the sterling value of the consideration given including directly attributable transaction fees, and subsequently at cost less accumulated impairment losses.

No amortisation is charged, as the directors consider the residual value of the holding to be not less than its carrying amount.

The carrying amount is reviewed at each reporting date by reference to quoted prices on active exchanges, translated at the closing rate. Where fair value less costs to sell is below the carrying amount, an impairment loss is recognised in profit or loss. Impairment losses are reversed through profit or loss, up to the original cost, if the recoverable amount subsequently increases.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Zonaris Ltd

Notes to the Unaudited Financial Statements for the Period from 12 December 2024 to 31 December 2025

Warrant
Warrants issued by the company entitle the holder to subscribe for a fixed number of ordinary shares at a fixed price in cash. They contain no obligation for the company to deliver cash or another financial asset and are settled only by the issue of the company's own shares. They are therefore classified as equity instruments in accordance with Section 22 of FRS 102.

Consideration received on the issue of warrants is credited directly to a separate warrant reserve within equity, net of any directly attributable issue costs, and is not subsequently remeasured. On exercise, the excess of the subscription price over the nominal value of the shares issued is credited to the share premium account, and the amount held in the warrant reserve in respect of the warrants exercised is transferred to the profit and loss reserve. On lapse, the amount held in respect of the lapsed warrants is transferred to the profit and loss reserve. No amount is recognised in profit or loss in respect of the issue, exercise or lapse of warrants
 

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3	Staff numbers

The average number of persons employed by the company (including directors) during the period, was 0.

4	Intangible assets

	Other intangible assets  £	Total £
Cost or valuation
Additions acquired separately	88,261	88,261
At 31 December 2025	88,261	88,261
Amortisation
Impairment	21,368	21,368
At 31 December 2025	21,368	21,368
Carrying amount
At 31 December 2025	66,893	66,893

At 31 December 2025 the company held 1.0280609 Bitcoin at a cost of £88,261. The fair value of the holding at that date was £66,892, based on a quoted market price of US$87,502 per Bitcoin translated at US$1.3448 to £1. An impairment loss of £21,369 has been recognised in administrative expenses to write the holding down to its recoverable amount.

Zonaris Ltd

Notes to the Unaudited Financial Statements for the Period from 12 December 2024 to 31 December 2025

5

Debtors

Current	Note	2025 £
Amounts owed by related parties	9	80,148
Other debtors		221,885
		302,033

6

Creditors

Creditors: amounts falling due within one year

	2025 £
Due within one year
Accruals and deferred income	2,750

7	Share capital

Allotted, called up and fully paid shares

	2025
	No.	£
Ordinary of £0.01 each	419,450	4,195

Allotted, called up and not fully paid shares

	2025
	No.	£
Ordinary of £0.01 each	805,550	8,055.50

8

Reserves

By an instrument executed as a deed on 8 November 2025 the company constituted warrants to subscribe for up to 300,000 ordinary shares of 1 penny each. Warrants over 300,000 ordinary shares were outstanding at 31 December 2025. Each warrant entitles the holder to subscribe in cash for one ordinary share at a subscription price of £3.00 per share. The warrants are personal to the holder and may not be transferred. The subscription rights are exercisable until the date falling one year after completion of the seed round and lapse to the extent not exercised by that date. The consideration of £597,000 received by the company for the issue of the warrants is held in the warrant reserve. The shares to which the warrants relate would, if all the warrants were exercised, represent 19.7 per cent of the company's ordinary share capital as enlarged by that issue.

Zonaris Ltd

Notes to the Unaudited Financial Statements for the Period from 12 December 2024 to 31 December 2025

9	Related party transactions

Summary of transactions with parent

During the period the company was charged data centre costs fees of £74,742 and for office and administration expenses of £34,504 by Green Edge Cloud Ltd, its parent undertaking, in respect of operating costs and services recharged to the company. At 31 December 2025 the company was owed by Green Edge Cloud Ltd:

Loans to related parties

2025	Parent £	Total £
Advanced	80,148	80,148
At end of period	80,148	80,148

10	Parent and ultimate parent undertaking

The company's immediate parent is Green Edge Cloud Ltd, incorporated in England and Wales. Its registered address is: 80-83 Long Lane, London, EC1A 9ET.
Green Edge Cloud Ltd controls the company through its direct holding of 46.84% of the issued shares together with the 8.27% holding of its subsidiary undertaking Green Edge Cloud Austria GmbH, representing in aggregate 55.10% of the voting rights. Green Edge Cloud Ltd does not prepare consolidated financial statements.