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Registered number: 14144354


WEMATCH.LIVE FS LTD








AUDITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
WEMATCH.LIVE FS LTD
 
 
COMPANY INFORMATION


Directors
David Raccat 
Guillaume Tellez-Le Roux 
Mark Davis Tubby 




Registered number
14144354



Registered office
25 North Row

London

Greater London

W1K 6DJ




Independent auditors
Wellers
Statutory Auditors

The Coade

3rd Floor

98 Vauxhall Walk

London

SE11 5EL





 
WEMATCH.LIVE FS LTD
 

CONTENTS



Page
Directors' Report
1 - 2
Independent Auditors' Report
3 - 6
Statement of Income and Retained Earnings
7
Balance Sheet
8 - 9
Notes to the Financial Statements
10 - 24


 
WEMATCH.LIVE FS 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 Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

David Raccat 
Guillaume Tellez-Le Roux 
Mark Davis Tubby 

Page 1

 
WEMATCH.LIVE FS LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


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'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's auditors are aware of that information.

Auditors

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

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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





................................................
David Raccat
Director
................................................
Guillaume Tellez-Le Roux
Director


Date: 24 April 2026
Date: 24 April 2026

Page 2

 
WEMATCH.LIVE FS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WEMATCH.LIVE FS LTD
 

Opinion


We have audited the financial statements of WeMatch.Live FS Ltd (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 3

 
WEMATCH.LIVE FS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WEMATCH.LIVE FS 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.


Opinion 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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; or
∙the directors were not entitled to take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 4

 
WEMATCH.LIVE FS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WEMATCH.LIVE FS 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We  obtained  an  understanding  of  the  key  laws  and  regulations  that  are  applicable  to  the  company.  We determined that the most significant laws and regulations in the context of the financial statements included but were  not  limited  to  the  Companies  Act  2006,  United  Kingdom  Generally  Accepted  Accounting  Practice  and relevant tax legislation.

We  also  assessed  which  areas  of  the  financial  statements  are  more  susceptible  to  misstatement.  We
considered the opportunities and incentives that may exist within the organisation for fraud, and identified the
greatest potential for fraud in revenue recognition, particularly in respect of any manual adjustments made to
revenue outside of the day to day recording of transaction and also the potential for off balance sheet items to
be considered on balance sheet. We are also mandated to perform specific procedures under ISAs (UK) to
respond to the risk of management override.

The primary responsibility for the prevention and detection of fraud and irregularities rests with those charged
with governance of the company and management. We are not responsible for preventing irregularities. 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:

• The engagement partner ensured that the engagement team collectively had the appropriate 
 competence, capabilities and skills to identify or recognise non-compliance with applicable laws and 
 regulations;
• We identified the laws and regulations applicable to the company through discussion with directors and 
 other management, and from our commercial knowledge and experience;
• Identified laws and regulations were communicated within the audit team regularly and the team 
 remained alert to instances of non-compliance throughout the audit;
• We assessed the susceptibility of the company’s financial statements to material misstatement, 
 including obtaining an understanding of how fraud might occur, by:
 • Making enquiries of management regarding any instances of known or suspected fraud or non-
  compliance with laws and regulations, as well as any actual or potential litigation and claims;
 • Gaining an understanding of the design and implementation of the processes and controls in
  place within the company which are designed to prevent, detect or correct fraud or error within the
  financial statements.
 
Page 5

 
WEMATCH.LIVE FS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WEMATCH.LIVE FS LTD (CONTINUED)


To address the risk of fraud through management bias and override of controls, we:

• Reviewed correspondence with legal and regulatory bodies where applicable;
• Performed analytical procedures to identify any unusual or unexpected relationships;
• Reviewed the detail of certain nominal accounts for indications of management override;
• Challenged the accounting treatment applied in respect of revenue recognised during the year, in
 particular in relation to manual adjustments made to revenue;
• Identified and tested journal entries which we considered to be unusual and may be indicative of bias on
 the part of management or those charged with governance, investigating the rationale behind significant
 or unusual transactions;
• Reviewed the minutes of meetings of management and those charged with governance;

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:

• We agreed the financial statements disclosures to underlying supporting documentation.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including 
compliance  with  a  law  or  regulation  is  removed  from  the  events  and  transactions  reflected  in  the
financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also
greater regarding  irregularities  occurring  due  to  fraud  rather  than  error,  as  fraud  involves  intentional
concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.


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.





Mr Matthew Wyatt (Senior Statutory Auditor)
for and on behalf of
Wellers
Statutory Auditors
The Coade
3rd Floor
98 Vauxhall Walk
London
SE11 5EL

24 April 2026
Page 6

 
WEMATCH.LIVE FS LTD
 
 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

  

Turnover
 4 
3,100,006
872,786

Cost of sales
  
(736,407)
-

Gross profit
  
2,363,599
872,786

Administrative expenses
  
(2,234,634)
(826,074)

Operating profit
  
128,965
46,712

Interest receivable and similar income
 9 
12,756
290

Interest payable and similar expenses
 10 
(211)
-

Profit before tax
  
141,510
47,002

Tax on profit
 11 
(74,268)
(25,718)

Profit after tax
  
67,242
21,284

  

  

Retained earnings at the beginning of the year
  
21,284
-

  
21,284
-

Profit for the year
  
67,242
21,284

Retained earnings at the end of the year
  
88,526
21,284
The notes on pages 10 to 24 form part of these financial statements.

Page 7

 
WEMATCH.LIVE FS LTD
REGISTERED NUMBER: 14144354

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 12 
209,954
253,797

Tangible assets
 13 
546
842

  
210,500
254,639

Current assets
  

Debtors: amounts falling due within one year
 14 
1,182,283
18,703

Cash at bank and in hand
 15 
959,134
100,542

  
2,141,417
119,245

Creditors: amounts falling due within one year
 16 
(1,943,291)
(352,500)

Net current assets/(liabilities)
  
 
 
198,126
 
 
(233,255)

Total assets less current liabilities
  
408,626
21,384

  

Net assets
  
408,626
21,384


Capital and reserves
  

Called up share capital 
 17 
200
100

Share premium account
  
319,900
-

Profit and loss account
  
88,526
21,284

  
408,626
21,384


Page 8

 
WEMATCH.LIVE FS LTD
REGISTERED NUMBER: 14144354
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
David Raccat
................................................
Guillaume Tellez-Le Roux
Director
Director


Date: 24 April 2026
Date:24 April 2026

The notes on pages 10 to 24 form part of these financial statements.

Page 9

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

WeMatch.Live FS Ltd is a private limited company incorporated in England and Wales.

The company's registered number is 14144354.

The company's principal address is 25 North Row, London, United Kingdom, W1K 6DJ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Wematch.Securitiesfinancing Ltd as at 31/12/2025 and these financial statements may be obtained from 25 North Row, London, Greater London, United Kingdom, W1K 6DJ.

Page 10

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 11

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Company contributes into a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 12

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.


 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development expenditure
-
5
years

Page 13

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 14

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 15

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates  and  judgements  are  continually  evaluated  and  are  based  on  historical  experience  and  other factors,  including  expectations  of  future  events  that  are  believed  to  be  reasonable  under  the
circumstances.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Financial intermediation
2,839,980
-

Interco
260,026
872,786

3,100,006
872,786



5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Exchange differences
(6,955)
1,225

Share-based payment
137,118
57,036


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2025
2024
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
6,000
5,500

Page 16

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
1,284,219
521,863

Social security costs
184,367
69,283

Cost of defined contribution scheme
31,848
13,495

1,500,434
604,641


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Employees
3
3


8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
859,235
521,863

Company contributions to defined contribution pension schemes
21,241
13,495

880,476
535,358



9.


Interest receivable

2025
2024
£
£


Other interest receivable
12,756
290

12,756
290

Page 17

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
211
-

211
-


11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
74,268
25,718


74,268
25,718


Total current tax
74,268
25,718

Deferred tax

Total deferred tax
-
-


Profit after tax
74,268
25,718
Page 18

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
141,510
47,002


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
35,378
11,751

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
4,536
2,000

Capital allowances for year in excess of depreciation
74
(210)

Tax deduction arising from exercise of employee options
34,280
14,259

Marginal relief
-
(2,082)

Total tax charge for the year
74,268
25,718


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Intangible assets




Development expenditure

£



Cost


At 1 January 2025
258,307



At 31 December 2025

258,307



Amortisation


At 1 January 2025
4,510


Charge for the year on owned assets
43,843



At 31 December 2025

48,353



Net book value



At 31 December 2025
209,954



At 31 December 2024
253,797



Page 20

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Tangible fixed assets


Computer equipment

£



Cost or valuation


At 1 January 2025
889



At 31 December 2025

889



Depreciation


At 1 January 2025
47


Charge for the year on owned assets
296



At 31 December 2025

343



Net book value



At 31 December 2025
546



At 31 December 2024
842


14.


Debtors

2025
2024
£
£


Trade debtors
635,252
-

Other debtors
-
5,326

Prepayments and accrued income
547,031
13,377

1,182,283
18,703



15.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
959,134
100,542

959,134
100,542


Page 21

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
24,352
-

Amounts owed to group undertakings
1,544,496
282,053

Corporation tax
74,268
25,718

Other taxation and social security
36,989
36,209

Other creditors
2,280
3,720

Accruals and deferred income
260,906
4,800

1,943,291
352,500



17.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



200 (2024 - 100) Ordinary shares of £1.00 each
200
100


During the period, the company issued Ordinary shares with an aggregate nominal value of £100.

The company received total consideration of £320,000 in respect of these shares issues. 


18.


Reserves

Share premium account

Consideration received for shares issued above their nominal value net of transaction costs. 

Profit and loss account

Cumulative profit and loss net of distributions to owners. 

Page 22

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Share-based payments

WeMatch.Live FS Ltd's employees have options in an equity-settled share based remuneration scheme for options granted by the ultimate parent company. Within the WeMatch.Live FS Ltd accounts this creates an expense to the P&L and a corresponding creditor in the balance sheet, This results in a debtor sitting in the parent company accounts.

Equity settled share options have been granted. The vesting periods on these options range from one year cliff period vesting, quarterly vesting over periods of up to six years. If options remain unexercised after a period of 10 years from the date of the grant, the options expire. Furthermore, some options are forfeited if the employee leaves the Company before they become entitled to exercise the share options.

The employees have granted options over Ordinary shares of $1 in the ultimate controlling party as detailed in the table below (albeit the ultimate number subject to exercise will be dependent on the attainment of pre-determined performance criteria).

The weighted average fair value of options granted in the period was determined using the Black-Scholes option pricing model. The Black-Scholes option model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the "vesting date").

The expected life used in the model has been adjusted, based on the management's best estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

During the year an expense of £137,118 (2024 - £57,036) was recognised in respect of share based payments. 

Weighted average exercise price (pence)
2025
Number
2025
Weighted average exercise price
(pence)
2024
Number
2024

Outstanding at the beginning of the year

1396

34,500

1338
 
30,000
 
Granted during the year

0

15,000

1784
 
4,500
 
Outstanding at the end of the year
973

49,500

1396
 
34,500
 





Page 23

 
WEMATCH.LIVE FS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Pension commitments

The company contributes to a private money purchase scheme on behalf of its employees. The assets of the  scheme  are  held  seperately  from  those of the company in an independently administred fund. The pension costs charge represents contributions payable by the company to the fund and amounted to £31,848 (2024: £13,495). Contributions totalling £2,280 (2024: £3,720) were payable to the fund at the  balance sheet date and are included in creditors.


21.


Related party transactions

In accordance with FRS 102 section 33.1A, the Company has not disclosed transactions entered into with wholly owned company group companies


22.


Controlling party

The immediate parent undertaking of the Company is Wematch.Securitiesfinancing Ltd.

The ultimate controlling party is Wematch.Live R&D Ltd, an entity incorporated in Israel.

 
Page 24