Company Registration No. 11007202 (England and Wales)
CELOX MANAGEMENT UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
CELOX MANAGEMENT UK LIMITED
CONTENTS
Page
Director's report
2
Director's responsibilities statement
3
Independent auditor's report
4 - 7
Income statement
8
Statement of financial position
9 - 10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 30
CELOX MANAGEMENT UK LIMITED
COMPANY INFORMATION
- 1 -
Director
Mr P Jonsson
Company number
11007202
Registered office
1st Floor
8-10 Pollen Street
London
W1S 1NG
Auditor
TC Group
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
CELOX MANAGEMENT UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company is the provision of professional services, including advising on market research, corporate financing, budgeting, business development marketing and strategy and governance.

Results and dividends

The results for the year are set out on page 8.

No interim dividends were paid. The director does not recommend payment of a final dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr F Stenmo
(Resigned 1 April 2025)
Mr P Jonsson
Auditor

The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the director has taken all the necessary steps that they ought to have taken as a director in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

 

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr P Jonsson
Director
16 September 2026
CELOX MANAGEMENT UK LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with UK-adopted International Accounting Standards (IASs) and applicable law. Under company law the director must not approve the financial statements unless he is 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, International Accounting Standard 1 requires that directors:

 

The director is 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 enable them to ensure that the financial statements comply with the Companies Act 2006. He is 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.

CELOX MANAGEMENT UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CELOX MANAGEMENT UK LIMITED
- 4 -
Opinion

We have audited the financial statements of Celox Management UK Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion the financial statements:

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 Auditor's 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 UK, including the FRC’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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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.

CELOX MANAGEMENT UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CELOX MANAGEMENT UK LIMITED (CONTINUED)
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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 director's report.

 

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

 

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 auditor's 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.

CELOX MANAGEMENT UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CELOX MANAGEMENT UK LIMITED (CONTINUED)
- 6 -

Our approach was as follows:

 

 

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor’s 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 auditor's 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.

CELOX MANAGEMENT UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CELOX MANAGEMENT UK LIMITED (CONTINUED)
- 7 -
Robert Keen FCCA (Senior Statutory Auditor)
For and on behalf of TC Group, Statutory Auditor
6th Floor Kings House
9-10 Haymarket
London
SW1Y 4BP
United Kingdom
Date: .........................
0001-01-01
CELOX MANAGEMENT UK LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Revenue
4
-
250,000
Gross profit
-
250,000
Other operating income
10
372,677
219,943
Administrative expenses
(861,000)
(2,676,237)
Operating loss
6
(488,323)
(2,206,294)
Investment revenues
7
132,318
795,872
Finance costs
11
(23,298)
(35,349)
Other gains and losses
9
278,912
(278,912)
Loss before taxation
(100,391)
(1,724,683)
Income tax expense
12
-
-
Loss and total comprehensive income for the year
(100,391)
(1,724,683)

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 13 to 30 form part of these financial statements.

CELOX MANAGEMENT UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
Non-current assets
Property, plant and equipment
14
230,612
533,561
Investments
15
-
0
4,071,088
230,612
4,604,649
Current assets
Trade and other receivables
17
454,562
285,519
Cash and cash equivalents
642,162
1,036,527
Assets held for sale
19
4,350,000
-
0
5,446,724
1,322,046
Current liabilities
Trade and other payables
20
52,462
100,502
Lease liabilities
21
169,988
145,737
Deferred revenue
22
113,753
57,286
336,203
303,525
Net current assets
5,110,521
1,018,521
Non-current liabilities
Lease liabilities
21
30,595
212,241
Net assets
5,310,538
5,410,929
Equity
Called up share capital
24
6,278,900
6,278,900
Share premium account
999,000
999,000
Retained earnings
(1,967,362)
(1,866,971)
Total equity
5,310,538
5,410,929

The notes on pages 13 to 30 form part of these financial statements.

CELOX MANAGEMENT UK LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
The financial statements were approved by the board of directors and authorised for issue on 16 September 2026 and are signed on its behalf by:
Mr P Jonsson
Director
Company registration number 11007202 (England and Wales)
CELOX MANAGEMENT UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2024
12,436,900
999,000
(142,288)
13,293,612
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(1,724,683)
(1,724,683)
Transactions with owners:
Issue of share capital
24
1,300,000
-
0
-
1,300,000
Redemption of shares
24
(7,458,000)
-
0
-
(7,458,000)
Balance at 31 December 2024
6,278,900
999,000
(1,866,971)
5,410,929
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
(100,391)
(100,391)
Balance at 31 December 2025
6,278,900
999,000
(1,967,362)
5,310,538
CELOX MANAGEMENT UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
28
(390,317)
(2,027,215)
Interest paid
(23,298)
(35,349)
Net cash outflow from operating activities
(413,615)
(2,062,564)
Investing activities
Purchase of property, plant and equipment
(9,646)
Proceeds from disposal of property, plant and equipment
44,327
2,150
Receipts from associates
-
0
8,157,742
Interest received
24,318
23,613
Dividends received
-
0
685,278
Other income received from investments
108,000
86,981
Net cash generated from investing activities
176,645
8,946,118
Financing activities
Proceeds from issue of shares
-
0
1,300,000
Redemption of shares
-
0
(7,458,000)
Repayment of borrowings
-
0
(173,822)
Payment of lease liabilities
(157,395)
(145,738)
Net cash used in financing activities
(157,395)
(6,477,560)
Net (decrease)/increase in cash and cash equivalents
(394,365)
405,994
Cash and cash equivalents at beginning of year
1,036,527
630,533
Cash and cash equivalents at end of year
642,162
1,036,527

The notes on pages 13 to 30 form part of these financial statements.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Celox Management UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor, 8-10 Pollen Street, London, W1S 1NG. The principal activity of the company is the provision of professional services, including advising on market research, corporate financing, budgeting, business development marketing and strategy and governance.

1.1
Accounting convention

The financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under those standards.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, as modified by the initial recognition of financial instruments at fair value and subsequent measurement of certain financial assets and liabilities at amortised cost or fair value through profit or loss, in accordance with IFRS 9. The principal accounting policies adopted are set out below.

1.2
Going concern

The director has at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.

Revenue from contracts for the provision of professional services is recognised in the statement of comprehensive income evenly over the period of time to which they relate, with any amounts invoiced in advance being deferred and included within deferred income in creditors.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
25% straight line
Fixtures and fittings
25% straight line
Computer equipment
25% straight line
Right of Use Asset
Over the term of the lease
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.5
Non-current investments

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. Investments in associates are initially recognised at cost.

1.6
Impairment of tangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.7
Non-current assets held for sale

Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.

 

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

1.8
Fair value measurement

IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.

1.9
Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.10
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.

 

The company determines the classification of its financial assets at initial recognition. Financial assets are recognized initially at fair value, normally being the transaction price plus directly attributable transaction costs. The subsequent measurement of financial assets depends on their classification, as set out below. The company derecognizes financial assets when the contractual rights to the cash flows expire or the rights to receive cash flows have been transferred to a third party along with substantially all of the risks and rewards or control of the asset.

Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.11
Financial liabilities

Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.13
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on 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, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
2
Financial risk management objectives and policies

The company uses financial instruments, other than derivatives, comprising cash, short term borrowings, trade creditors and trade debtors, which arise directly from its activities. The main purpose of these financial instruments is to raise finance to fund the company's operations.

 

The company is exposed to foreign currency, interest rate, credit and liquidity risks arising from its business. The company's risk management approach seeks to minimise the potential material adverse effects from these exposures. As a whole, Management has implemented risk management policies and guidelines which set out its tolerance of risk and its general risk management philosophy.

Foreign currency risk

The company is exposed to foreign currency on its investments denominated in foreign currencies and in relation to transactions, also denominated in foreign currencies. The foreign currency risk is monitored regularly by management.

 

Interest rate risk

The company manages its interest rate risk exposure by setting its own interest rates on group borrowings.

 

Going concern and liquidity risk

In considering going concern and liquidity risk, the director has reviewed the company's future cash requirements and earnings projections. The director believes these forecasts have been prepared on a prudent basis and has also considered the impact of the range of potential changes to trading performance. The director has concluded that the company should be able to operate within its current facilities for the foreseeable future and therefore believes it is appropriate to prepare the financial statements on a going concern basis.

Capital management
The company's objectives when managing capital are to safeguard the company's ability to continue as a going concern in order to provide returns for the shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
Credit risk
Credit risk arises from cash and cash equivalents, receivables from related parties and other receivables.
(i) Risk management
For banks and financial institutions, only independently rated parties with a minimum rating of 'Caa' are accepted. If debtors are independently rated, these ratings are used. Otherwise, if there is no independent rating, management assesses the credit quality of the debtor, taking into account its financial position, past experience and other factors.
(ii) Impairment of financial assets
The Company has the following types of financial assets that are subject to the expected credit loss model:
• trade receivables
• cash and cash equivalents
Trade receivables  (Current)
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. The Company defines default as a situation when the debtor is more than 90 days past due on its contractual payments.
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Financial risk management objectives and policies
(Continued)
- 19 -
No allowance for expected credit losses has been recognized on trade receivables, because the majority of trade receivables is collected within the subsequent events period, hence this is considered to be indicative of the facts and circumstances existing at the year-end.
Cash and cash equivalents
No allowance for ECL has been recognised on cash and cash equivalents because these represent bank current accounts on which the contractual period that the Company is exposed to credit risk is only 1 day. Consequently, the resulting allowance for ECL is not material.
3
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Valuation and impairment of loans and non current investments

The key judgement is in respect of the potential impairment of the company’s investments and loans.  The director considers the performance of the companies in which the loans and or investments are held, and whether there are any factors which would indicate that an impairment adjustment is required.  As at the year-end the director had not identified any impairment indicators and so no adjustment was required.

4
Revenue
2025
2024
£
£
Revenue analysed by class of business
Turnover from rendering of services in UK
-
250,000
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was 3.

2025
2024
Number
Number
3
8

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
297,030
1,555,778
Social security costs
41,602
210,897
Pension costs
1,310
10,344
339,942
1,777,019
6
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(118)
58,875
Fees payable to the company's auditor for the audit of the company's financial statements
11,800
13,500
Depreciation of property, plant and equipment
258,622
259,831
Profit on disposal of property, plant and equipment
-
(955)
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
(Continued)
- 21 -
7
Investment income
2025
2024
£
£
Interest income
Financial instruments measured at amortised cost:
Other interest income on financial assets
24,318
23,613
Other income
Dividends from shares in group undertakings
-
0
685,278
Interest income from associates
108,000
86,981
132,318
795,872
Income above relates to assets held at amortised cost, unless stated otherwise.

The dividends received in 2024 of £685,278 were from Celox Olympos Ltd, a fellow subsidiary in which Celox Management UK Limited holds preference shares. As at 31 December 2025, this investment meets the criteria of IFRS 5 and is presented within Current assets held for sale (see Note 18). No dividend income was recognised in 2025.

8
Director's remuneration
2025
2024
£
£
Remuneration for qualifying services
18,000
214,200
Company pension contributions to defined contribution schemes
540
-
18,540
214,200
9
Other gains and losses
2025
2024
£
£
Other gains and losses
278,912
(278,912)

During the year, the Company recognised present value (PV) gain of £278,912 (2024 - PV loss of £278,912) in respect of its investment in Selbey Anderson Ltd. The loss reflects the adjustment to the carrying amount of the investment to align with the expected consideration receivable under the Sale and Purchase Agreement (“SPA”), discounted to present value.The impairment has been recognised in the income statement under “Other gains and losses” and increases the carrying value of the investment in the statement of financial position.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
10
Other operating income

Rental income from operating subleases is recognized in profit or loss on a straight-line basis over the term of the relevant lease.

11
Finance costs
2025
2024
£
£
Interest on lease liabilities
23,304
34,963
(Profit)/Loss on foreign exchange on loan
(6)
386
Total interest expense
23,298
35,349
12
Income tax expense
2025
2024
£
£

The charge for the year can be reconciled to the loss per the income statement as follows:

2025
2024
£
£
Loss before taxation
(100,391)
(1,724,683)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(25,098)
(431,171)
Effect of expenses not deductible in determining taxable profit
-
0
37,102
Unutilised tax losses carried forward
25,098
495,661
Effect of revaluations of investments
-
0
69,728
UK dividend income
-
0
(171,320)
Taxation charge for the year
-
-

There are circa £10.96m of tax losses carried forward for offset against future taxable profits, which have not been recognised as a deferred tax asset.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
13
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
£
£
In respect of:
Investments in associates
-
278,912
Recognised in:
Other gains and losses
-
278,912

Reversals of previous impairment losses have been recognised in profit or loss as follows:

2025
2024
£
£
In respect of:
Fixed asset investments
278,912
-
Recognised in:
Other gains and losses
278,912
-
14
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Computer equipment
Right of Use Asset
Total
£
£
£
£
£
Cost
At 1 January 2024
315,923
174,859
53,746
667,184
1,211,712
Additions
4,964
-
0
4,682
-
0
9,646
Disposals
-
0
-
0
(1,937)
-
0
(1,937)
At 31 December 2024
320,887
174,859
56,491
667,184
1,219,421
Additions
-
0
-
0
848
-
0
848
Other adjustments
-
0
-
0
-
0
(45,175)
(45,175)
At 31 December 2025
320,887
174,859
57,339
622,009
1,175,094
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Computer equipment
Right of Use Asset
Total
£
£
£
£
£
(Continued)
- 24 -
Accumulated depreciation and impairment
At 1 January 2024
107,306
77,236
30,558
211,671
426,771
Charge for the year
81,061
35,895
9,438
133,437
259,831
Eliminated on disposal
-
0
-
0
(742)
-
0
(742)
At 31 December 2024
188,367
113,131
39,254
345,108
685,860
Charge for the year
81,164
35,895
8,126
133,437
258,622
At 31 December 2025
269,531
149,026
47,380
478,545
944,482
Carrying amount
At 31 December 2025
51,356
25,833
9,959
143,464
230,612
At 31 December 2024
132,520
61,728
17,237
322,076
533,561

During the year, an adjustment of £45,175 was made to the Right-of-Use asset carrying value (and corresponding lease liability) to reflect an unrecorded rent-free period from lease commencement in May 2022. As the adjustment is not material to the financial statements taken as a whole, comparative figures have not been fully restated, and the adjustment has been reflected in the current period balances.

15
Investments
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Investments in associates
-
0
-
0
-
0
2,721,088
Loans to associates
-
-
-
1,350,000
-
0
-
0
-
0
4,071,088

The company has not designated any financial assets that are not classified as held for trading as financial assets at fair value through profit or loss.

On 14 December 2024, the Company entered into a Sale and Purchase Agreement (“SPA”) to dispose of its ownership interest and shareholder loans in Selbey Anderson Ltd for a consideration of £3m.

The sale is highly probable and is scheduled for completion in September 2026.

Consequently, the investment in associate has been reclassified from non-current assets to Assets Held for Sales in accordance with IFRS 5. Equity accounting under IAS 28 ceased upon reclassification.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
16
Associates

Details of the company's associates at 31 December 2025 are as follows:

Name of undertaking
Country of incorporation
Ownership interest (%)
Voting power held (%)
Nature of business
Selbey Anderson Ltd
United Kingdom
47.73
47.73
Marketing agency
17
Trade and other receivables
2025
2024
£
£
Trade receivables
133,333
68,743
VAT recoverable
-
0
4,143
Other receivables
283,784
175,614
Prepayments
37,445
37,019
454,562
285,519
18
Trade receivables - credit risk
Fair value of trade receivables

The director considers that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

19
Assets and liabilities classified as held for sale
2025
2024
£
£
Loans to associates
1,350,000
-
Investments in associates
3,000,000
-
0
Total assets classified as held for sale
4,350,000
-
0
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
19
Assets and liabilities classified as held for sale
(Continued)
- 26 -

During the period, management committed to a plan to dispose of the company's investment in its associate entity, Selby Anderson LTD, along with the settlement of associated intercompany funding. On 14 December 2024, a formal Sale and Purchase Agreement (SPA) was executed with Celox Holding (Cyprus) Limited, an entity under common group control for:

 

 

The transaction is highly probably and scheduled for completion in September 2026.

Consequently, the investment in associate has been reclassified to Assets Held for Sale in accordance with IFRS 5.

In accordance with IFRS 5 and IFRS 9, the carrying values of both the equity holding and the loan receivable were reviewed prior to reclassification. As total recoverable proceeds (£4.35m) equal the combined carrying amounts, no impairment loss or expected credit loss has been recognised.

 

As at 31 December 2024, the criteria for classification under IFRS 5 were not met because completion was subject to substantive completion conditions and the expected completion timeline exceeded 12 months from that balance sheet date.

20
Trade and other payables
Current
2025
2024
£
£
Trade payables
26,062
22,241
Accruals
13,500
13,500
Social security and other taxation
10,640
59,877
Other payables
2,260
4,884
52,462
100,502
21
Lease liabilities
2025
2024
Maturity analysis of lease payments
£
£
Within one year
180,700
180,700
In two to five years
31,189
211,888
Total undiscounted liabilities
211,889
392,588
Future finance charges and other adjustments
(11,306)
(34,610)
Lease liabilities in the financial statements
200,583
357,978
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
21
Lease liabilities
(Continued)
- 27 -

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£
£
Current liabilities
169,988
145,737
Non-current liabilities
30,595
212,241
200,583
357,978
22
Deferred revenue
2025
2024
£
£
Arising from services
113,753
57,286
All deferred revenues are expected to be settled within 12 months from the reporting date.
23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,310
10,344

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

24
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
6,278,900
6,278,900
6,278,900
6,278,900

As at the beginning of the year, the company's share capital was £6,278,900 and there is no movement during the year.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
25
Events after the reporting date

On 15 May 2026, Selbey Anderson Limited completed an allotment of new ordinary shares. As a result of this share issue, Celox Management UK Limited's equity interest in Selbey Anderson Limited was diluted from 47.73% to 45.67%.

Management has evaluated the financial impact of this transaction under IAS 10 and confirmed the following:

 

 

No adjustments have been made to the carrying value of the asset held for sale or the intercompany loan in the financial statements for the year ended 31 December 2025.

26
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

2025
2024
£
£
Short-term employee benefits
18,540
214,200
Other transactions with related parties

During the year the company entered into the following transactions with fellow subsidiary undertakings within the group headed by Celox Group Ltd:

Sale of services
Purchase of services
2025
2024
2025
2024
£
£
£
£
Other related parties
-
0
250,000
-
0
-
0
Other information

The company entered into a binding agreement to sell it's holdings in Selby Anderson to Celox Holding (Cyprus) Limited, a related party by virtue of common control within the group, for an agreed consideration of £3m. Under the terms of the agreement, the outstanding loan of £1.35m owed by Selby Anderson to the company will also be settled in full upon completion in September 2026.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
27
Controlling party

The ultimate parent undertaking is Celox Group Ltd which is incorporated in Cyprus. The registered office is: Eirinis, 119, 3041, Limassol, Cyprus.

 

The smallest and largest group of which the company is a member and for which consolidated accounts are prepared is Celox Group Ltd. Copies of the consolidated accounts of Celox Group Ltd can be obtained from the company's registered office: Eirinis, 119, 3041, Limassol, Cyprus.

The ultimate controlling party is the Jonas and Christina Af Jochnick Foundation incorporated in Liechtenstein.

28
Cash absorbed by operations
2025
2024
£
£
Loss for the year after tax
(100,391)
(1,724,683)
Adjustments for:
Finance costs
23,298
35,349
Investment income
(132,318)
(795,872)
Gain on disposal of property, plant and equipment
-
(955)
Depreciation and impairment of property, plant and equipment
258,622
259,831
Other gains and losses
(278,912)
278,912
Movements in working capital:
Increase in trade and other receivables
(169,043)
(108,357)
(Decrease)/increase in trade and other payables
(48,040)
23,260
Increase in deferred revenue outstanding
56,467
5,300
Cash absorbed by operations
(390,317)
(2,027,215)
29
Analysis of changes in net funds
1 January 2025
Cash flows
Other non-cash changes
31 December 2025
£
£
£
£
Cash at bank and in hand
1,036,527
(394,365)
-
642,162
Lease liabilities
(357,978)
180,700
(23,305)
(200,583)
678,549
(213,665)
(23,305)
441,579
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
29
Analysis of changes in net funds
(Continued)
- 30 -
1 January 2024
Cash flows
Other non-cash changes
31 December 2024
Prior year:
£
£
£
£
Cash at bank and in hand
630,533
405,994
-
1,036,527
Borrowings excluding overdrafts
(173,822)
173,822
-
-
Lease liabilities
(503,716)
180,700
(34,962)
(357,978)
(47,005)
760,516
(34,962)
678,549
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