THEORICA HOLDINGS LTD

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

Registered number: 12037735

		2026		2025
	Notes	€	€	€	€
FIXED ASSETS
Tangible Assets	4		213		701
Investments	5		110,001		110,001

			110,214		110,702
CURRENT ASSETS
Debtors	6	296,611		10,525
Cash at bank and in hand		256,638		1,969

		553,249		12,494
Creditors: Amounts Falling Due Within One Year	7	(336,446 )		(30,515 )

NET CURRENT ASSETS (LIABILITIES)			216,803		(18,021 )

TOTAL ASSETS LESS CURRENT LIABILITIES			327,017		92,681

PROVISIONS FOR LIABILITIES
Deferred Taxation			(53 )		(133 )

NET ASSETS			326,964		92,548

CAPITAL AND RESERVES
Called up share capital	8		1		1
Profit and Loss Account			326,963		92,547

SHAREHOLDERS' FUNDS			326,964		92,548

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THEORICA HOLDINGS LTD

Balance Sheet (continued)

As At 30 June 2026

For the year ending 30 June 2026 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The member has not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

On behalf of the board

Mr Nicola Pedroni

Director

20/10/2026

The notes on pages 3 to 5 form part of these financial statements.

1. General Information

THEORICA HOLDINGS LTD is a private company, limited by shares, incorporated in England & Wales, registered number 12037735 . The registered office is A AND L, Suite 1-3 The Hop Exchange, 24 Southwark Street, London, SE1 1TY.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

Presentation currency

The accounts are presented in Euros.

2.2. Going Concern Disclosure

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have reached this conclusion giving due consideration to the projected future performance of the company and any potential risk that might impact the company's ability to meet its required solvency levels. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

2.3. Turnover

The Company does not carry on a trade and therefore has no turnover in the current year.

The Company’s income comprises investment income, including dividends received from subsidiary undertakings and other investments. Such income is recognised in the profit and loss account when the Company’s right to receive payment is established, the amount can be measured reliably, and it is probable that the economic benefits associated with the transaction will flow to the Company.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & Machinery

25% Straight line

2.5. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

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

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THEORICA HOLDINGS LTD

Notes to the Financial Statements (continued)

For The Year Ended 30 June 2026

2.6. Interest Income

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

2.7. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and short-term deposits with an original maturity of three months or less.

At 30 June 2026, cash and cash equivalents totalled €261,551(2025: €6895), comprising balances held with Intesa Sanpaolo in GBP and EUR, and cash held in a Capital International account.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 1 (2025: 1)

4. Tangible Assets

	Plant & Machinery
	€
Cost
As at 1 July 2025	1,953

As at 30 June 2026	1,953

Depreciation
As at 1 July 2025	1,252
Provided during the period	488

As at 30 June 2026	1,740

Net Book Value
As at 30 June 2026	213

As at 1 July 2025	701

5. Investments

	Subsidiaries	Listed	Unlisted	Total
	€	€	€	€
Cost or Valuation
As at 1 July 2025	1	100,000	10,000	110,001

As at 30 June 2026	1	100,000	10,000	110,001

Provision
As at 1 July 2025	-	-	-	-

As at 30 June 2026	-	-	-	-

Net Book Value
As at 30 June 2026	1	100,000	10,000	110,001

As at 1 July 2025	1	100,000	10,000	110,001

Investments in subsidiary undertakings are initially recognised at cost and subsequently measured at cost less any accumulated impairment losses.

Investments in listed and unlisted equity instruments are initially recognised at transaction price, including transaction costs where applicable, and subsequently measured at fair value where this can be reliably determined. Changes in fair value are recognised in the profit and loss account.

...CONTINUED

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THEORICA HOLDINGS LTD

Notes to the Financial Statements (continued)

For The Year Ended 30 June 2026

5. Investments - continued

Where fair value cannot be measured reliably without undue cost or effort, investments are measured at cost less impairment.

Investments are reviewed at each reporting date for indicators of impairment. Any impairment losses are recognised in the profit and loss account.

Gains and losses arising on the disposal of investments are recognised in the profit and loss account when the investments are derecognised.

6. Debtors

	2026	2025
	€	€
Due within one year
Other debtors	296,611	10,525

Short term debtors are measured at transaction price, less any impairment. Loans receivables 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.

7. Creditors: Amounts Falling Due Within One Year

	2026	2025
	€	€
Trade creditors	120	-
Other creditors	336,326	30,515

	336,446	30,515

Short term trade 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.

8. Share Capital

	2026	2025
Allotted, called up and fully paid	€	€
1 Ordinary Shares of € 1.00 each	1	1

9. Foreign Currency Risk

Transactions in foreign currencies are translated into Euros at the rate of exchange ruling on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the balance sheet date. Exchange differences are recognised in the profit and loss account.

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