REG - Adalan Ventures PLC - Audited Results for FY 2025
30/04/2026 07:02
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RNS Number : 4811C Adalan Ventures PLC 30 April 2026
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For Immediate Release
30(th) 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/ (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:
Adalan Ventures Plc
Siro Cicconi
Tel: +44 (0) 73 9377 9849
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
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.
Key audit matter How our work addressed this matter
Management override of controls Our audit work included, but was not restricted to:
Management is typically in a unique position to perpetrate fraud because of · Journals testing, including completeness of journal review,
its ability to manipulate accounting records and prepare fraudulent financial reviewing journals posted during and after the year end for any activity that
statements by overriding controls that otherwise would appear to be operating is not in line with our knowledge;
effectively.
· Reviewing management estimations, judgements and application of
accounting policies for undue bias in the financial statements;
On the basis of a smaller management team with a reduced number of directors · Reviewing unadjusted audit differences for indications of bias of
and the therefore reduced segregation of duties, we consider management a deliberate misstatement; and
override to be a key audit matter.
· Applying professional scepticism in our audit procedures..
Shares in advance reserve Our audit work included, but was not restricted to:
• Vouching stated amounts to bank receipts from investors;
During the year the company received funding from investors in exchange for a • Agreeing amounts to signed subscription agreements and
future issue of shares, this "Shares in Advance" amount is complex in nature verification against supporting documentation;
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 • Confirming existence of the liability via review of equity
year end, these liabilities were satisfied via the issuance of equity issues and allotments in the period;
instruments. We consider this to be a key
• Ensuring amounts are correctly classified in accordance with
audit matter concerning whether the instruments should be included in debt or IFRS accounting standards;
equity.
• 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.
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: 29(th) April 2026
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED
31 DECEMBER 2025
Note 2025 2024
£ £
Staff costs (181,650) (184,536)
Operating expenses 7 (271,685) (212,100)
Profit/(Loss) before income tax (453,335) (396,636)
9 - -
Income tax expense
Net loss (453,335) (396,636)
Net other comprehensive income that may be reclassified to profit or loss
Foreign exchange differences arising on translation into presentation currency - -
Total comprehensive expense (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.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
Registered number: 11418575
Note 2025 2024
£ £
Assets
Cash and cash equivalents 29,310 1,823
Advanced subscriptions receivable 10 50,000 -
Total assets 79,310 1,823
Liabilities
Other liabilities 10 1,018,354 859,354
Advanced subscriptions for shares 10 443,778 83,956
Loan 41,980 29,980
Total liabilities 1,504,112 973,290
Equity
Share capital 5 513,475 513,475
Deferred share capital 4,157,775 4,157,775
Share Premium 6,910,128 6,910,128
Share options reserve - 9,672
Accumulated deficit (13,006,180) (12,562,517)
Total equity (1,424,802) (971,467)
Total liabilities and equity 29,310 1,823
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 29(th) April 2026 and were signed on its behalf
Siro Donato Cicconi,
Chief Executive Officer
Malcolm Groat,
Chairman
The notes on pages 29 to 37 form an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital Share premium Accumulated deficit Total
equity
£ £ £
£
Deferred Share Capital Share options reserve
£ £
Balance at 31 December 2023 513,475 4,157,775 6,910,128 (12,275,849) 119,640 (574,831)
Cancellation of options - - - 109,968 (109,968) -
Comprehensive loss for 2024 - - - (396,636) - (396,636)
Balance at 31 December 2024 513,475 4,157,775 6,910,128 (12,562,517) 9,672 (971,467)
Cancellation of options - - - 9,672 (9,672) -
Comprehensive loss for 2025 - - - (453,335) - (453,335)
Balance at 31 December 2025 513,475 4,157,775 6,910,128 (13,006,180) - (1,424,802)
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
2025 2024
£ £
Cash flows from operating activities
Loss for the period (453,335) (396,636)
Correction for non-cash transaction
Cash flows from/(used in) operating activities before changes in operating (453,335) (396,636)
assets and liabilities
Adjustments for
Increase in trade and other receivables, VAT (50,000) -
(Decrease)/Increase in trade and other payables 171,000 256,249
Cash generated from operations
(332,335) (140,249)
(332,335) (140,249)
Net cash flows used in operating activities
Cash flows from investing activities
Investment in subsidiary - -
Net cash flows from investing activities - -
Cash flows from financing activities
Issue of ordinary shares (including share premium) - -
Advanced subscription of shares 359,822 83,956
Net cash flows from financing activities 359,822 83,956
Net change in cash and cash equivalents 27,487 (56,293)
1,823 58,116
Cash and cash equivalents at the beginning of the year
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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
.
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 (453,335) (396,636)
Weighted average shares in issue 51,347,500 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 69,199 104,307
Accruals 940,574 746,466
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 28(th) 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 Increase during year 31 December 2025
Cashflows
£ £ £ £
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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