Audited Results for FY 2025
Summary by AI BETAClose X
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For Immediate Release
30th April 2026
Adalan Ventures Plc
("Adalan" or the "Company")
Audited annual results for 2025
Adalan Ventures plc (the 'Company' or 'Adalan'), announces its audited annual results for the year ended 31 December 2025.
The results follow at the bottom of this announcement.
Further information can be found at the corporate website: https://adalanventures.com/ and in due course the full unedited version of the audited annual results will be available on the national storage mechanism at the following website: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
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Adalan Ventures Plc |
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Siro Cicconi |
Tel: +44 (0) 73 9377 9849 |
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This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADALAN VENTURES PLC
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Opinion
We have audited the financial statements of Adalan Ventures PLC (the 'company') for the year ended 31 December 2025 which comprise the statement of profit or loss and other comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flow and the 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:
· give a true and fair view of the state of the company's affairs as at 31 December 2025, and of its loss for the year then ended;
· have been properly prepared in accordance with UK adopted International Financial Reporting Standards (IFRSs); 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 Auditor 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.
Material uncertainty related to going concern
We draw attention to the going concern note in the accounting policies, concerning the Company's ability to continue as a going concern.
The matters explained indicate that the base case forecast for the Company requires short term working capital funding to meet its liabilities as they fall due. It also indicates that the Company needs to raise further funds to enable the Company to invest in future ventures currently planned for the remainder of 2026.
These events or conditions along with the matters set forth in in the accounting policies indicate the existence of a material uncertainty which may cast significant doubt over the Company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
We have highlighted going concern as a key audit matter. 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. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included (but not limited to):
• Analysing management's and the Directors' cash flow forecast which forms the basis of their assessment that the going concern basis of preparation remains appropriate for the preparation of the Company financial statements for a period of at least twelve months from the date of approval of these financial statements;
• Testing the integrity of the cash flow model;
• Comparing the costs and results included in the model to actuals achieved in the year and post-year end performance;
• Sensitising the cash flows for changes in key assumptions and considering impact on headroom; and
• Reviewing and considering the adequacy of the disclosure within the financial statements relating to the Directors' assessment of the going concern basis of preparation.
• Reviewing the forecasts for both scenarios where a reverse takeover takes places or where the reverse takeover is abandoned.
Our approach to the audit
In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate.
Key audit matters
Key audit matters are those that, in our professional judgement, were of most significance in our audit of the Financial Statements of the current year and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the use of the Going Concern basis described in the material uncertainty related to going concern section, we have determined the matter described below to be the key audit matter to be communicated in our report.
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Key audit matter |
How our work addressed this matter |
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Management override of controls
Management is typically in a unique position to perpetrate fraud because of its ability to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise would appear to be operating effectively.
On the basis of a smaller management team with a reduced number of directors and the therefore reduced segregation of duties, we consider management override to be a key audit matter. |
Our audit work included, but was not restricted to:
· Journals testing, including completeness of journal review, reviewing journals posted during and after the year end for any activity that is not in line with our knowledge; · Reviewing management estimations, judgements and application of accounting policies for undue bias in the financial statements; · Reviewing unadjusted audit differences for indications of bias of a deliberate misstatement; and · Applying professional scepticism in our audit procedures..
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Shares in advance reserve
During the year the company received funding from investors in exchange for a future issue of shares, this "Shares in Advance" amount is complex in nature and is therefore more likely to be misstated. Shares could not be issued during the period as the company was suspended from share dealing. After the year end, these liabilities were satisfied via the issuance of equity instruments. We consider this to be a key audit matter concerning whether the instruments should be included in debt or equity.
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Our audit work included, but was not restricted to: • Vouching stated amounts to bank receipts from investors; • Agreeing amounts to signed subscription agreements and verification against supporting documentation; • Confirming existence of the liability via review of equity issues and allotments in the period; • Ensuring amounts are correctly classified in accordance with IFRS accounting standards; • Ensuring cut off is correctly treated by review of cash receipts; and • Vouching post year end share amounts granted to investors in extinguishment of liabilities.
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Our application of materiality
We apply the concept of materiality both in planning and performing our audit and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
We consider net assets to be the most significant determinant of the Company's financial performance used by the users of the financial statements. We have based materiality on 5% of net assets for the Company. Overall materiality for the Company was therefore set at £71,200, performance materiality was set at £53,400.
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £3,600. We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into accounts size, risk profile, the organisation of the Company and the internal control environment when assessing the level of work to be performed.
Based on our assessment of the accounting process, the industry in which the company operates and the control environment, it was appropriate to undertake an entirely substantive audit approach. Our substantive audit procedures included testing of total expenditure, total assets, liabilities and equity.
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 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.
Opinions 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
· the strategic report and the directors' report have 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 strategic report and 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
Auditor 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.
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 legal and regulatory frameworks within which the Company operates focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and relevant taxation legislation.
· We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that 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 is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters that we are required to address
We were appointed by the directors of Adalan Ventures PLC on 30 September 2024 to audit the financial statements for the year ended 31 December 2023 and subsequent financial periods. Our total uninterrupted period of engagement is 3 years, covering the periods ending 2023 to 2025.
We confirm that we are independent of the Company and have not provided any prohibited non-audit services, as defined by the Ethical Standard issued by the Financial Report Council.
Our audit report is consistent with our additional report to the Audit Committee and Board of Directors explaining the results of our audit.
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.
Paul Randall FCA (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants
Statutory Auditors
40 Gracechurch Street
London
EC3V 0BT
Date: 29th April 2026
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
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Note |
2025 £ |
2024 £ |
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Staff costs |
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(181,650) |
(184,536) |
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Operating expenses |
7 |
(271,685) |
(212,100) |
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Profit/(Loss) before income tax |
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(453,335) |
(396,636) |
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Income tax expense |
9 |
- |
- |
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Net loss |
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(453,335) |
(396,636) |
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Net other comprehensive income that may be reclassified to profit or loss |
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Foreign exchange differences arising on translation into presentation currency |
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- |
- |
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Total comprehensive expense |
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(453,335) |
(396,636) |
Earnings per share 6
Basic and Diluted loss for the year attributable to
ordinary equity holders of the parent (0.88p) (0.77p)
The notes on pages 29 to 37 form an integral part of these financial statements.
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Registered number: 11418575
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Note |
2025 |
2024 |
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£ |
£ |
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Assets |
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Cash and cash equivalents |
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29,310 |
1,823 |
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Advanced subscriptions receivable |
10 |
50,000 |
- |
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Total assets |
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79,310 |
1,823 |
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Liabilities |
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Other liabilities |
10 |
1,018,354 |
859,354 |
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Advanced subscriptions for shares |
10 |
443,778 |
83,956 |
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Loan |
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41,980 |
29,980 |
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Total liabilities |
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1,504,112 |
973,290 |
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Equity |
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Share capital |
5 |
513,475 |
513,475 |
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Deferred share capital |
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4,157,775 |
4,157,775 |
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Share Premium |
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6,910,128 |
6,910,128 |
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Share options reserve |
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- |
9,672 |
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Accumulated deficit |
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(13,006,180) |
(12,562,517) |
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Total equity |
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(1,424,802) |
(971,467) |
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Total liabilities and equity |
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29,310 |
1,823 |
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The above Company Statement of Financial Position should be read in conjunction with the accompanying notes.
The Financial Statements were authorised for issue by the Board of Directors on 29th April 2026 and were signed on its behalf
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Siro Donato Cicconi, Chief Executive Officer |
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Malcolm Groat, Chairman |
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The notes on pages 29 to 37 form an integral part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Share capital £ |
Deferred Share Capital £ |
Share premium £ |
Accumulated deficit £ |
Share options reserve £ |
Total £ |
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Balance at 31 December 2023 |
513,475 |
4,157,775 |
6,910,128 |
(12,275,849) |
119,640 |
(574,831) |
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Cancellation of options |
- |
- |
- |
109,968 |
(109,968) |
- |
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Comprehensive loss for 2024 |
- |
- |
- |
(396,636) |
- |
(396,636) |
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Balance at 31 December 2024 |
513,475 |
4,157,775 |
6,910,128 |
(12,562,517) |
9,672 |
(971,467) |
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Cancellation of options |
- |
- |
- |
9,672 |
(9,672) |
- |
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Comprehensive loss for 2025 |
- |
- |
- |
(453,335) |
- |
(453,335) |
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Balance at 31 December 2025 |
513,475 |
4,157,775 |
6,910,128 |
(13,006,180) |
- |
(1,424,802) |
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The notes on pages 29 to 37 form an integral part of these financial statements.
STATEMENT OF CASH FLOWS
THE YEAR ENDED 31 DECEMBER 2025
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2025 |
2024 |
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£ |
£ |
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Cash flows from operating activities |
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Loss for the period |
(453,335) |
(396,636) |
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Correction for non-cash transaction |
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Cash flows from/(used in) operating activities before changes in operating assets and liabilities |
(453,335) |
(396,636) |
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Adjustments for |
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Increase in trade and other receivables, VAT |
(50,000) |
- |
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(Decrease)/Increase in trade and other payables |
171,000 |
256,249 |
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Cash generated from operations |
(332,335) |
(140,249) |
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Net cash flows used in operating activities |
(332,335) |
(140,249) |
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Cash flows from investing activities |
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Investment in subsidiary |
- |
- |
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Net cash flows from investing activities |
- |
- |
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Cash flows from financing activities |
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Issue of ordinary shares (including share premium) |
- |
- |
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Advanced subscription of shares |
359,822 |
83,956 |
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Net cash flows from financing activities |
359,822 |
83,956 |
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Net change in cash and cash equivalents |
27,487 |
(56,293) |
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Cash and cash equivalents at the beginning of the year |
1,823 |
58,116 |
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Cash and cash equivalents at the end of the year |
29,310 |
1,823 |
The notes on pages 29 to 37 form an integral part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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1. General Information
The Company was incorporated and registered in England and Wales as a public company limited by shares on 15 June 2018 under the Companies Act 2006, with the name Agana Holdings Plc, and registered number 11418575. On 22 July 2019, the Company changed its name to Zaim Credit Systems Plc. On 23 March 2023, the Company changed its name to Adalan Ventures Plc.
The Company's registered office is located at 10 Orange Street, London, United Kingdom, WC2H 7DQ.
2. Principal activities
As at 31 December 2025, the principal activity of the Company was to seek acquisition opportunities. The Company expects that consideration for the Acquisition will primarily be satisfied by issue of new Shares to a vendor (or vendors), but that some cash may also be payable by the Company. Any funds not used in connection with the Acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.
Following completion of the Acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its Shareholders through operational improvements as well as potentially through additional complementary acquisitions following the Acquisition. Following the Acquisition, the Company intends to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange.
3. Accounting policies
3.1 Basis of Preparation
The Company has not yet commenced business and no dividends have been declared or paid since the date of incorporation.
The historical financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom.
The historical financial information is presented in Pounds Sterling ("£"), which is the Company's functional and presentational currency and has been prepared under the historical cost convention.
3.2 Going concern
The accounts have been prepared on the going concern basis. The Company generated a loss for the year of £453,335 and as at 31 December 2025 had net liabilities of £1,424,802.
As a result of the above, the Directors have reviewed the Company's expected operational results and cash requirements for the year from the date of these accounts. The company is dependent on the success of future fundraising in order to meet its liabilities as they fall due. The company is also in the process of seeking additional funding in order to purse its strategy of making an acquisition to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange. Part of the new capital that is being sought is a loan from Topos for up to £850,000 to fund the transaction costs of the reverse take over. As at the date of this document the loan has not yet been signed but is expected to be in the not too distant future
Should the raising of new capital be unsuccessful then the Company faces significant uncertainty over its ability to continue as a going concern. The Company has reduced its cash expenditure to a minimum and obtained short-term finance during the period of delay in completing any such fundraising to allow the Company to work on the re-capitalisation of the business. The Directors therefore consider it appropriate to prepare the financial statements on a going concern basis.
However, as at the date of approval of these financial statements, there are no legally binding agreements in place in relation to any fundraising or extension of terms with creditors and as the success of any finance raising is outside the control of the company there can be no certainty that additional funds will be forthcoming, which indicates the existence of a material uncertainty which may cast doubt about the Company's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in
the normal course of business. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.
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3.3 Financial assets
Financial assets are recognized 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.
Financial assets are initially measured at fair value plus transaction costs, other than those classified as fair value through the income statement, which are measured at fair value.
Trade and other receivables
Trade receivables are recognized and carried at the lower of their original invoiced value and recoverable amount. Balances are written off when the probability of recovery is considered to be remote.
Impairment of financial assets
Financial assets, other than those at fair value through the income statement, 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 derecognized 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.
3.4 Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through the income statement or other financial liabilities.
Financial liabilities are classified according to the substance of the contractual arrangements entered into.
Derecognition of financial liabilities
Financial liabilities are derecognized when, and only when, the company's obligations are discharged, cancelled, or they expire.
Taxation
Income 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 recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized 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 realized. 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.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short term investments to be cash equivalents. Cash and cash equivalents are carried at amortised cost in the statement of financial position.
Share based payments
The Company operates equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. The fair value of employee services received in exchange for the grant of share options are recognised as an expense. The total expense to be apportioned over the vesting period is determined by reference to the fair value of the options granted:
· including any market performance conditions;
· excluding the impact of any service and non-market performance vesting conditions; and
· including the impact of any non-vesting conditions.
Non-market performance and service conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period the Company revises its estimate of the number of options that are expected to vest.
It recognises the impact of the revision of original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
When options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.
The fair value of goods or services received in exchange for shares is recognised as an expense.
Foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Gains and losses on purchase and sale of foreign currency are determined as a difference between the selling price and the carrying amount at the date of the transaction.
Share capital
Share capital comprises the nominal value paid for each share. Any premium paid over and above the nominal value is allocated to share premium, which is recorded net of any transaction specific costs.
4. Standards and interpretations issued but not yet applied
The Company has not yet commenced business and no dividends have been declared or paid since the date of incorporation.
The historical financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom.
The historical financial information is presented in Pounds Sterling ("£"), which is the Company's functional and presentational currency and has been prepared under the historical cost convention.
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the Directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for accounting periods beginning on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.
Critical accounting estimates and judgements
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.
The estimates and associated assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The Company's nature of operations is to act as a special purpose acquisition Company. This significantly reduces the level of estimates and assumptions required.
The going concern status of the Company is considered to be a key judgement. This has been considered further in note 3.2 to the financial statements
5. Share capital
|
|
Number |
£ |
|
|
|
|
|
Issued and fully paid |
|
|
|
31 December 2025 and 2024 |
51,347,500 |
513,475 |
6. Earnings per share
Basic & diluted earnings per share
The Company presents basic and diluted earnings per share information for its ordinary shares. Basic earnings per share are calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. Diluted earnings per share are determined by adjusting the profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Loss for the year Weighted average shares in issue |
(453,335) 51,347,500 |
(396,636) 51,347,500 |
|
Basic and diluted Earnings/(loss) per share (Pence) |
(0.88) |
(0.77) |
As the Company was loss making in both periods the basic and diluted earnings per share are derived from using only the undiluted shares in issue with no effect for potential dilution resulting in the figures presented as the same for both measures.
The number of shares used to denominate the weighted average shares in issue has been adjusted in the prior year to account for the share consolidation which happened during the current year.
7. Operating Expenses
|
|
|
2025 £ |
2024 £ |
|
Consulting services |
|
15,895 |
9,000 |
|
Communication |
|
- |
- |
|
Banking services |
|
2,300 |
1,049 |
|
Investor Relations |
|
- |
132,764 |
|
Other expenses |
|
252,974 |
69,287 |
|
Total operating expenses |
|
271,169 |
212,100 |
Operating expenses include the cost of audit for the company of £21,500 (2024: £21,000). These amounts are included in other expenses.
8. Auditors Remuneration 2025 2024
£ £
Statutory Audit Services 21,500 21,000
9. Income Tax
In 2025, the Company generated a tax loss and therefore has no tax expense (as at 31 December 2024, the Company had no current income tax expenses). The current income tax rate applicable to the Company is 25% (2024: 25%).
A reconciliation between the theoretical and the actual taxation charge is provided below.
|
|
2025 |
2024 |
|
|
£ |
£ |
|
IFRS profit/(loss) before taxation |
(453,335) |
(396,636) |
|
Theoretical tax charge at the applicable statutory rate |
- |
- |
|
Tax Losses carried forward |
(453,335) |
(396,636) |
|
Unrecognised deferred tax asset |
- |
- |
|
Income tax expense for the year |
- |
- |
10. Trade and other payables
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Trade payables Accruals |
69,199 940,574 |
104,307 746,466 |
|
Other payables |
8,581 |
8,581 |
|
|
1,018,354 |
859,354 |
|
|
|
|
Advanced subscriptions for shares of £443,778 (2024: £83,956) at the year end represents funds advanced for the subscription of shares at an issue price of 4p per share. On the 28th March 2026 the Company issued 9,8750,000 ordinary shares at a price of 4 pence per share in settlement of the advanced subscriptions for shares totaling £395,000 (refer note 17). Of the £443,778, a total of £50,000 has not been received at the year end and sat within debtors. As at the date of this document the full amount has been received and shares are expected to be issued in the near future on the same terms.
11. Net debt reconciliation
|
|
1 January 2025 |
Cashflows |
Increase during year |
31 December 2025 |
|
|
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
1,823 |
27,487 |
- |
29,310 |
|
Trade and other payables |
(859,354) |
- |
159,000 |
(1,018,354) |
|
Loan Advanced |
(29,980 |
- |
12,000 |
(41,980) |
|
Advanced subscription for shares |
(83,956) |
- |
309,822 |
(393,778) |
|
Net Debt |
(971,467) |
27,487 |
480,822 |
(1,424,802) |
12. Financial instruments
The Company's principal financial instruments comprise cash and cash equivalents and trade creditors. The Company's accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial assets, financial liability and equity instrument are set out in Note 3. The Company do not use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Financial Assets |
|
|
|
Loans and receivables |
|
|
|
Cash and cash equivalents |
29,310 |
1,823 |
|
Total Financial Assets |
29,310 |
1,823 |
|
|
|
|
|
Financial Liabilities measured at amortised cost |
|
|
|
Trade Payables |
69,199 |
104,307 |
|
Total financial liabilities |
69,199 |
104,307 |
There are no financial assets that are either past due or impaired.
13. Share Based Payments
|
|
Number of options and warrants outstanding |
Weighted Average exercise price |
|
|
|
(p) |
|
Outstanding as at 31 December 2023 |
2,015,000 |
25.0 |
|
Forfeited & cancelled |
1,815,000 |
25.0 |
|
Outstanding as at 31 December 2024 |
200,000 |
27.0 |
|
Forfeited & cancelled |
200,000 |
27.0 |
|
Outstanding as at 31 December 2025 |
- |
- |
The Company has elected to transfer reserves from the share based payment reserves to retained earnings upon the expiration or cancelation of related share based payments.
14. Capital management policy
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 shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company consists of equity attributable to equity holders of the Company, comprising issued share capital and reserves.
15. Financial risk management
The Company uses a limited number of financial instruments, comprising cash and other payables, which arise directly from operations. The Company does not trade in financial instruments.
a) Financial risk factors
The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cash flow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.
b) Currency risk
The Company does not operate internationally and its exposure to foreign exchange risk is limited to the transactions and balances that are denominated in currencies other than Pounds Sterling.
c) Credit risk
The Company does not have any major concentrations of credit risk related to any individual customer or counterparty. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. The Group has taken necessary steps and precautions in minimising the credit risk by lodging cash and cash equivalents only with reputable licensed banks.
d) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 3.2). At the date of approval of the financial statements there was a material uncertainty in relation to liquidity risk.
e) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and assets. The Company monitors the interest rate on its interest bearing assets closely to ensure favourable rates are secured.
f) Fair values
Management assessed that the fair values of cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
16. Ultimate Controlling Party
The ultimate controlling party is Zaim Holding SA which holds 69.2% of the share capital. Siro Cicconi, the Director of the Company is the ultimate beneficial owner of Zaim Holding SA, which he wholly owns through his life interest in Excelsior Foundation which wholly owns Zaim Holding SA
17. Subsequent Events
The Company received further advanced subscriptions for shares following the period end totaling £30,700.
On the 28 March 2026 the Company issued 16,153,623 ordinary shares at a price of 4 pence per share in settlement of outstanding liabilities to certain directors, secretary and consultants.
On the 28 March 2026 the Company issued 9,8750,000 ordinary shares at a price of 4 pence per share in settlement of the advanced subscriptions for shares totaling £395,000
On the 28 March 2026 the Company issued warrants over 2,975,000 exercisable at a price of 25 pence per share, which vest immediately and expire after 3 years.
On the 28 March 2026 the Company issued warrants over 20,000,000 shares exercisable at a price of 4 pence per share to certain directors and a Company controlled by Simon Retter the Company secretary. These warrants vest upon the successful completion of a reverse take over and expire after 3 years from vesting date.
18. Related Party Transactions
As at the 31 December 2025 the Company owed a certain director £8,581 as a result of cash advanced to the Company. This loan is repayable on demand and carries no interest.
As at the 31 December 2025 the Company owed the Company Secretary (who is deemed a key member of management personnel) £12,000 as a result of cash advanced to the Company. This loan is repayable on demand and carries no interest, but was converted into equity after the year end (refer note 17)
19. Number of employees
The average number of employees during the year was 3 (2024: 3) and comprised solely the Directors.
20. Reserves
Retained earnings represents accumulated profit and losses to date.
Share based payment reserve holds the fair value of equity share based payment arrangements at the date of
issue once these instruments have been vested.
Share capital represents the nominal value of shares issued.
Share Premium represents the premium issued over and above the nominal value of shares that have been fully paid up.
The deferred share capital reserve represents the deferred share capital following the 10 for 1 share consolidation undertaken during the period. This share capital carries no voting or other rights what so ever.
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