Final Audited Results

 

Financial instruments Financial Assets

The Group's financial assets measured at amortised cost comprise of trade and other receivables and cash and cash equivalents.

 

Trade receivables and intra group balances are initially recognised at fair value. New impairment requirements use an expected credit loss model to recognise an allowance. For receivables a simplified approach to measure expected credit losses during a lifetime expected credit loss allowance is available and has been adopted by the group. During this process the probability of non-payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being reported within the consolidated statement of comprehensive income. On confirmation that the trade and intra group receivable will not be collectable, the gross carrying value of the asset is written off against the provision.

 

Non-derivative financial liabilities

The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

 

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly.

 

attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method. Other financial liabilities comprise trade and other payables.

 

Share capital Ordinary Shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

 

Warrants

Warrants are an option to acquire shares between two future dates at a fixed price. They are occasionally issued to third parties that invest in the Company's equity and are granted at the time of that equity investment.

 

If the warrant 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.

 

Taxation

Taxation comprises current and deferred tax. Tax is recognised in profit or loss except where it relates to items recognised directly in equity or other comprehensive income, in which case the tax is also recognised directly in equity or other comprehensive income.

 

Current tax is the amount of corporation tax payable or recoverable in respect of the taxable profit or loss for the current and prior periods and is calculated using tax rates enacted or substantively enacted at the reporting date.

 

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

 

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply when the timing differences reverse.

 

The company has incurred losses since incorporation. No deferred tax asset has been recognised in respect of tax losses carried forward, as there is insufficient evidence that future taxable profits will be available against which the losses can be utilised.

 

3 Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements.

 

The Group remains in a growth and investment phase, and the Directors have prepared detailed cash flow forecasts covering the period to December 2027 to assess the adequacy of the Group's working capital.

 

These forecasts reflect continued revenue growth across the Group's marketplace, payments, affiliate and licensing activities, with the cost base reaching breakeven at operating level during the forecast period. Over 80% of the Group's workforce is engaged on one-month notice terms, providing the Directors with significant flexibility to align the cost base with the rate of commercial delivery should this be required.

 

In assessing going concern, the Directors have also taken account of the following sources of financial support available to the Group:

o  subscription for new ordinary shares completed in April 2026 raising £50,000, subscribed at a price of

·    17.5p per share - a premium to the prevailing market price - reflecting continued investor confidence in the Group;

·    £100,000 working capital loan facility advanced by Gana Media Group Plc, an existing shareholder, in March 2026; and

·    the Group's intangible asset base and equity-raising capacity as a company admitted to trading on the Aquis Stock Exchange Growth Market.

 

The Directors acknowledge that the Group's ability to continue as a going concern is dependent upon the achievement of its forecast revenue growth and, to the extent that growth is slower than forecast, upon securing additional funding and/or implementing available cost reductions. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern.

 

Notwithstanding this material uncertainty, the Directors have a reasonable expectation that the Group has adequate resources, together with the funding sources and cost flexibility described above, to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements. The financial statements do not include any adjustments that would result if the Group were unable to continue as a going concern.

 

3   New standards and interpretations

 

The current standards, amendments and interpretations have been adopted in the year and have not had a material impact on the reported results in the Company's financial statements:

 

·    Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback

·    Amendments to IAS 1: Classification of Liabilities as Current or Non-current

·    Amendments to IAS 7 and IFRS 7 - Supplier Finance Agreements

 

The adoption of the following mentioned standards, amendments and interpretations in future years:

 

	Effective date - period beginning on or after
Lack of Exchangeability (Amendments to IAS 21)	1 January 2025
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7).	1 January 2026
IFRS 18 Presentation and disclosure in Financial Statements	1 January 2027
IAS 7 Statement of Cash Flows	1 January 2027

 

 

The directors have undertaken a project to review the above standards, amendments and interpretations.

 

Management do not expect these standards to materially impact the financial statements.

 

 

4     Critical accounting estimates and judgements

The preparation of the financial statements requires management to make estimates and judgements that affect the reported amounts of assets, liabilities, revenue, and costs.

 

(a) Impairment of Goodwill

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows.

 

(b)  Valuation and useful life of Intangible Assets

The Group is required to make judgements over the carrying value of intangible assets (software) and evaluate the size of any impairment required. Management also exercises judgement in determining the estimated useful economic life over which the software is amortised.

 

5     Revenue and Segmental Reporting

 

Accounting Policy: Revenue Recognition (IFRS 15)

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods and services supplied, stated net of discounts, returns, and value-added taxes. The Group recognises revenue when (or as) a performance obligation is satisfied, i.e., when 'control' of the goods or services underlying the particular performance obligation is transferred to the customer.

 

·    Commission and Affiliate Income (ClickSpin / Nyce Marketplace): Revenue from affiliate services and marketplace commissions is recognised at a point in time when the underlying transaction (e.g., player referral or marketplace sale) is successfully completed and confirmed.

·    Payment Solutions (Nyce Pay): Transaction fees are recognised at a point in time when the payment processing service is fully executed.

·    Platform and Software Licensing (Nirmata / Reelsoft): Revenue from licensing and platforms is recognised over the period of the contract if the customer simultaneously receives and consumes the benefits. Setup or integration fees are assessed to determine if they represent a distinct performance obligation; if not, they are recognised over the life of the contract.

 

Revenue Breakdown	18-months Group 2025 £000	12-months Group 2024 £000
Affiliate and Commission Income	152	-
Events	77	-
Payment Processing Fees & Related Commission	78	-
Consulting Fees	160	-
Total Revenue	467	-

 

7.            Operating Profit / (Loss)

 

Accounting Policy: Exceptional Items

The Group classifies certain one-off charges or credits that have a material impact on the Group's financial results as 'exceptional items'. These are disclosed separately to provide further understanding of the financial performance of the Group.

 

The operating profit/(loss) is stated after charging/(crediting):

 

		18-months Group 2025 £000	12-months Group 2024 £000
	Auditor's remuneration - audit fees	23	12
	Amortisation of intangible assets (Software)	21	-
	Impairment losses	-	440
8	Foreign exchange (gains) / losses   Staff Costs	(7)	-

 

Accounting Policy: Employee Benefits

The Group provides a range of benefits to employees, including paid holiday arrangements and defined contribution pension plans. Short-term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

 

Average number of employees (including directors) during the period:

 

	18-months Group 2025	12-months Group 2024
	Number	Number
Management & Directors	2	4
Operations & Administration	-	-
Total	2	4
Staff costs for the period:
	18-months Group 2025 £000	12-months Group 2024 £000
Wages and salaries (including directors)	37	120
Social security costs	-	-
Pension costs	-	-
Total	37	120

 

 

9     Taxation

 

Accounting Policy: Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income.

 

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

 

Tax charge for the period:	18-months Group 2025 £000	12-months Group 2024 £000
Current tax charge	-	-
Deferred tax charge / (credit)	-	-
Total tax charge	-	-

 

Reconciliation of tax charge:

The tax assessed for the period differs from the standard rate of corporation tax in the UK. The differences are explained below:

 

	18-months Group 2025 £000	12-months Group 2024 £000
Loss on ordinary activities before taxation	(1,092)	(778)
Loss multiplied by the standard rate of UK corporation tax of 25% (2024: 25%)	(273)	(195)
Effects of: Expenses not deductible for tax purposes:	-	-
Differences in overseas tax rates	-	-
Tax losses for which no deferred tax asset was recognised	273	195
Total tax charge	-	-

 

Deferred Tax:

At 31 December 2025, the Group had estimated unrecognised tax losses of £3.498m available to carry forward against future taxable profits (2024: £2.406 million). No deferred tax asset has been recognised in respect of these losses due to the uncertainty of their recovery in the near term.

 

10  Earnings Per Share (EPS)

 

Accounting Policy: Earnings Per Share

Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares (such as share options, warrants, and convertible loan notes). Where the Group reports a loss, dilutive potential ordinary shares are ignored as their inclusion would be anti-dilutive (i.e., they would decrease the loss per share).

 

Calculation of Earnings Per Share:

 

	Group 2025 £000	Group 2024 £000
Earnings: Profit / (Loss) for the period attributable to owners of the parent	(1,092)	(778)
Number of shares: Weighted average number of shares for basic and diluted EPS	6,293,186	2,753,296
Earnings per share (Loss) per share (Pence)	(17.080)	(28.257)

 

 

11  Intangible Assets

 

	Goodwill	Software	Digital Assets (USDT)	Total
Cost	£000	£000	£000	£000
At 1 July 2024 Additions Exchange differences	- 1,844	- 173	- 112	- 2,129 -
At 31 December 2025	1,844	173	112	2,129
Amortisation and Impairment At 1 July 2024	-	-	-	-
Amortisation charge for the period Impairment charge for the period	- -	21 -	- -	21 -
At 31 December 2025	-	21	-	21
Net book value At 31 December 2025	1,844	152	112	2,108
At 30 June 2024	-	-	-	-

 

In March 2025, the Group acquired 100% control of Nyce International Limited (including Nyce Affiliates Limited which was wholly owned by Nyce International Limited) and Virya VC Limited for consideration of £1,880,000.

 

At the acquisition date these subsidiaries net identifiable assets of £36,000 based on their book values and no fair value adjustments were identified.

 

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of the above subsidiaries at the date of acquisition.

 

Goodwill is tested annually for impairment. Management has assessed the recoverable amount of the cash-generating units to which goodwill is allocated and concluded that no impairment is required at 31 December 2025.

 

12    Investments in Subsidiaries (Company only)

 

	Total £'000
Cost
At 1 July 2024	-
Acquisitions	1,880
At 31 December 2025	1,880
Impairment
At 1 July 2024	-
Charge for the period	-
At 31 December 2025	-
Net book value
At 31 December 2025	1,880
At 30 June 2024	-

 

 

Subsidiary Undertakings

At 31 December 2025, the Company held a 100% interest in the following subsidiary undertakings, all of which have been included in the consolidated financial statements:

 

 

Name of Subsidiary	Country of Incorporation	Principal Activity	Class of Shares Held	Ownership
Nyce International Limited (trades as Nyce Pay & Nyce Marketplace)	Hong Kong	Payment solutions and B2B marketplace	Ordinary	100%
Nyce Affiliates (trades as clickSpin)	Hong Kong	Affiliate marketing and commission services	Ordinary	100%
Holy Holdings (trades as Nirmata)	Isle of Man	Platform and software licensing	Ordinary	100%
Virya VC Limited	United Kingdom	Dormant	Ordinary	100%

 

13 Trade and Other Receivables
	Group 2025	Company  2025	Group & Company 2024
	£000	£000	£000
Amounts owed from group undertakings	-	170
Trade receivables	59	-	-
Prepayments	20	4	-
Deposits	3	-	8
VAT Debtors	8	8	-
Total	90	182	8
14 Trade and Other Payables

 

	Group 2025	Company 2025	Group & Company 2024
	£000	£000	£000
Trade payables	61	21	177
Accruals	178	35	12
Income in Advance	49	-	-
Other payables	-	-	8
Total	288	57	197
15  Share Capital and Share Premium

 

Accounting Policy: Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

Alloted, issued and fully paid:	Number of Shares	Share Capital		Share Premium		Total
	'000s	£000		£000		£000
At 1 July 2024	432,581	433		1,786		2,219
Conversion of Convertible Loan Note	120,000	120		-		120
Shares issued to acquire Nyce International	400,000	400		1,200		1,600
Shares issued to acquire Virya VC	70,000	70		210		280
Shares issued to acquire Reelsoft (Software)	40,000	40		120		160
Shares issued to settle creditors	145,800	146		328		474
Shares issued for cash (March placements)	241,500	242		241		483
Shares issued for cash (Aug/Sep subscription)	75,000	75		75		150
Shares issued for cash (Other)	26,405	26		22		48
Share issue costs	-			(56)		(56)
Balance prior to consolidation	1,551,286	1,552		3,926		5,478
150-for-1 Share Consolidation	(1,540,944)	-		-		-
Post-consolidation balance (31 October 2025)	10,342	1,552		3,926		5,478
Post-consolidation cash raises	16	2		1		3
At 31 December 2025	10,358	1,554		3,927		5,481

 

Following the share consolidation in October 2025, the ordinary shares have a nominal value of 15p each (previously 0.1p). All shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.

 

Significant Share Capital Transactions During the Period:

During the 18-month period ended 31 December 2025, the Company underwent a significant capital restructuring. The acquisition of Nyce International Limited constituted a significant change in the business operations, resulting in a fundamental change in the Group's board of directors, management, and principal activities.

 

To facilitate this restructuring and provide working capital, the Company issued significant volumes of 0.1p ordinary shares prior to October 2025, including:

 

·    120,000,000 shares upon the automatic conversion of the £120,000 Convertible Loan Note.

·    400,000,000 shares as consideration for Nyce International Limited, 70,000,000 shares for Virya VC Limited, and 40,000,000 shares for the Reelsoft Vision RGS software platform.

·    241,500,000 shares raised for cash in March 2025 and 75,000,000 shares raised for cash in an August/September

·    2025 subscription.

 

Share warrants:

The March 2025 fundraising included the issue of 2,400,000 warrants with an exercise price of £1.05 per share. These warrants expired unexercised in March 2026.

 

At the reporting date, 17,331 warrants issued in 2022 remain outstanding. These warrants are exercisable at prices of £7.50 or

£15.00 per share and expire in March 2027. 19,172 Warrants issued in 2021 remain outstanding. These warrants are exercisable at a price of £3.00 per share and expires on 23 December 2026.

 

Share Consolidation:

On 31 October 2025, following shareholder approval, the Company completed a 150-for-1 share consolidation. Every 150 existing ordinary shares of 0.1p each were consolidated into 1 new ordinary share of 15p each. This reduced the issued share capital from 1,551,285,750 shares to 10,341,905 shares (accounting for minor fractional share adjustments) without altering the total monetary value of the share capital.

 

Share Options:

On 9 May 2025, the Company granted options over a total of 100,000,000 ordinary shares (pre-consolidation) to its directors, Harmen Brenninkmeijer and Farzad Peyman-Fard. Following the share consolidation, this equates to 666,666 options at an exercise price of 30p. The options vest in tranches subject to the Company achieving specific volume-weighted average share price targets.

 

16 Related Party Transactions Ultimate Controlling Party

In the opinion of the Directors, as at the period end and the date of these financial statements, there is no single ultimate controlling party.

 

Key Management Personnel Compensation

Key management are considered to be the directors of the Company. Details of their remuneration and equity holdings are disclosed in the Directors' Report.

 

Transactions with Related Parties

During the period, the Group entered into the following transactions with related parties:

 

Group 2025 £000 Group 2024 £000 Fees for consultancy services supplied by City & Westminster Corporate Finance LLP, an LLP controlled by John May and Stuart                                                    Adam (former director) 60   60 Fees for consultancy services supplied by Gaming Incubator Holding Ltd, a company owned and controlled by Harmen                                                                Brenninkmeijer 25   - Fees for consultancy services supplied by Panko International Pty. Ltd, a company owned and controlled by Stelios Michaelides                                                                                                                   60 - Fees for consultancy services supplied by Happy Consulting LLC, an LLC owned and controlled by Lucas Caneda (a former director)                                                              64 48 Fees for consultancy services supplied by Virya Solutions Group Ltd, a company owned and control by Farzad Peyman-Fard                                                                                   50 - Nick Martin (Former Director)                                                                                                 100 -

 

 

 

 

 

 

 

 

 

 

             

Other Related Party Transactions

On 9 May 2025, the Company granted options over a total of 100,000,000 ordinary shares (pre-consolidation) to directors Harmen Brenninkmeijer and Farzad Peyman-Fard. Following the share consolidation, this equates to 666,666 options at an exercise price of 30p.

 

17 Financial Instruments and treasury risk management Fair value of financial assets and liabilities

The carrying values of financial assets and liabilities are considered to be materially equivalent to their fair values.

 

Treasury risk management

The Group manages a variety of market risks, including the effects of changes in foreign exchange rates, liquidity and counterparty risk.

 

Credit risk

The Group's principle financial assets are bank balances and cash and other receivables. The credit risk on liquid funds is limited because the counterparties are reputable banks with high credit ratings. The Group operates with positive cash and cash equivalents as a result of using share capital in anticipation of future funding requirements. The Group's policy is therefore one of achieving higher returns with minimal risks.

 

Currency risk

The Group's operations are primarily located in the UK, with the main exchange risk being between the US Dollar, Pound Sterling, Euro and Hong Kong Dollar for general operations. The group operates primarily in highly stable, low-volatility global currencies, thereby minimising its exposure to foreign exchange risk.

 

Interest rate risk

The Group held no debt during the current or prior financial year and was therefore not exposed to interest rate risk during the reporting period. Subsequent to the year-end, the Group entered into a debt agreement with a fixed interest rate of 7%. Because this interest rate is fixed, the Group's future exposure to interest rate volatility is effectively mitigated.

 

Liquidity risk

The Group actively manages its working capital to ensure the Group has sufficient funds for operations and planned activated. Operation cash flow represents receipts from revenue, together with on-going direct operational support costs, exploration, appraisal, administration and business development costs. The Group manages its liquidity requirements by the use of both short-term and long-term cash flow forecasts. The Group's policy is to ensure facilities are available as required, to issue equity share capital and from strategic alliances in accordance with long-term cash flow forecasts. The Group has no undrawn committed facilities as at 31 December 2025. The Group's financial liabilities are primarily obligations under trade payables and operational costs. All amounts are due for payment in accordance with agreed settlement terms with suppliers or statutory deadlines and all within one year.

 

Capital management

The Group manages its capital to ensure it can support its growth strategy while operating without debt leverage. Currently, the capital structure is composed entirely of equity finance.

The Group's strategy is to efficiently deploy these equity resources to appraise and advance its core projects and pursue strategic alliances. As projects progress, the Directors will continuously monitor the capital structure to ensure it remains optimal. The Group remains committed to keeping the market and investors informed of its progress and intends to raise further equity funding at appropriate intervals to drive future expansion.

 

Categories of financial instruments

All of the Group's financial assets are carried at amortised cost. The Group's financial liabilities are classified as financial liabilities at amortised cost.

 

18 Events After the Reporting Period

 

Accounting Policy: Events After the Reporting Period

Post year-end events that provide additional information about the Group's position at the balance sheet date (adjusting events) are reflected in the financial statements. Post year-end events that are not adjusting events are disclosed in the notes when material.

 

Non-Adjusting Events

In preparing these financial statements, the Directors have reviewed events occurring after the reporting period end date of 31 December 2025 up to the date of approval of these financial statements.

 

Subsequent to the reporting date, the following significant non-adjusting events occurred:

·    10 March 2026: The Company announced the launch of a strategic editorial and commercial partnership with Yogonet, a global B2B media outlet serving the gaming and betting industry, to establish a dedicated co-branded content area for the NYCE Marketplace.

 

·    13 March 2026: The Company secured £100,000 in loan funding from Gana Media Group Plc, an existing shareholder, to support ongoing working capital requirements. The loan is available in tranches, carries an interest rate of 7% per annum, and is repayable within 12 months. The provision of this funding constituted a related party transaction, as Farzad Peyman-Fard, CEO of the Company, also serves as a Non-Executive Director of Gana Media Group Plc.

 

·    29 April 2026, the Company successfully completed a capital fundraise, securing £50,000 in additional funding. The proceeds from this fundraising initiative will be deployed to support working capital requirements and accelerate the scaling of the Company's B2B gambling marketplace and advisory ventures.

 

·    The Company expanded its portfolio through the launch of iNNOVASSION, a new iGaming software development initiative established as a strategic joint venture alongside Spandan Mahanta, in which the Group holds a majority interest. iNNOVASSION has acquired an existing multi tenant online casino platform, player account management (PAM), CRM, CMS, real time analytics stack and a portfolio of proprietary and certified games, together with a team of more than twenty engineers, thereby adding a scalable technology engine to the Group's ecosystem. This venture is designed to drive next generation innovation across sports, casino and related technology verticals, supporting the Group's strategy of deepening its involvement in proprietary platforms and venture led value creation for operators and shareholders.

 

19 First-time Adoption of IFRS Basis of Transition

These financial statements for the 18-month period ended 31 December 2025 are the first the Group and the Company have prepared in accordance with UK-adopted International Accounting Standards (IFRS).

 

The Group and Company transitioned from FRS 102 (The Financial Reporting Standard applicable in the UK and Republic of Ireland) to IFRS on 1 July 2023 (the Date of Transition).

 

Impact of Transition

The accounting policies applied by the Company and Group under IFRS do not materially differ from those applied under FRS 102. Consequently, the transition from FRS 102 to IFRS has not resulted in any material adjustments to:

 

·    The Statement of Financial Position (Equity) as of the Date of Transition (1 July 2023) and the end of the comparative period (30 June 2024).

·    The Statement of Profit or Loss and Other Comprehensive Income for the 12-month comparative period ended 30 June 2024.

·    The Statement of Cash Flows for the 12-month comparative period ended 30 June 2024.

 

As there are no measurement or recognition differences resulting from the transition, no reconciliation tables between FRS 102 and IFRS have been presented.

 

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NYCE INTERNATIONAL PLC

 

For the eighteen month period ended 31 December 2025

 

Opinion

We have audited the financial statements of Nyce International Plc (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Position, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policies.

 

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Accounting Standards.

 

In our opinion the financial statements:

 

·      give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's loss for the period then ended;

·      have been properly prepared in accordance with UK adopted International Accounting Standards; 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)) applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, 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

The group incurred a net loss of £1,092,000 during the period ended 31 December 2025 and, as of that date, the group's accumulated profit and loss reserves were in deficit by £3,498,000 and the cash balance was £73,000. As stated in note 3, these events or conditions along with other matters as set forth in note 3, indicate that a material uncertainty exists that may cast significant doubt on the Groups's ability to continue as a going concern. Our opinion is not modified in respect of this 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 entity's ability to continue to adopt the going concern basis of accounting included:

 

·    Reviewing the cash flow forecasts prepared by management for the period up to June 2027, providing challenge to key assumptions and reviewing for reasonableness;

·    Reviewing post-year end RNS announcements and held discussions with management on expenditure plans and

·    Reviewing the documentation and cash flow forecasts; and

·    Assessing the adequacy of going concern disclosures within the financial statements.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

 

An overview of the scope of our audit

As part of designing 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 judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. 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.

 

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.

 

The Group financial statements are a consolidation of a number of reporting units and components, comprising the Group's operating businesses and holding companies.

 

We performed audits of the complete financial information of Nyce International PLC. For Nyce International Limited and Nyce Affiliates Limited, which were individually financially significant and accounted for the vast majority of the Group's revenue, profit and loss, assets and liabilities, we reviewed and evaluated the work performed by the component auditor and performed additional audit procedures where considered necessary. We also performed specified audit procedures over certain account balances and transaction classes that we regarded as material to the Group or subject to audit risk across the other reporting units and components. We have overall

coverage of 100% of Group loss before tax, revenue, total assets and total liabilities.

 

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period 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. This is not a complete list of all risks identified by our audit.

 

Key audit matter & description of risk

How the matter was addressed in the audit and key observations arising with respect to that risk

Acquisition of subsidiaries and resulting goodwill The Group acquired 100% of Nyce International Limited, Holy Holdings Limited and Virya VC Limited during the period and has consolidated these entities as subsidiaries. Nyce International Limited owns 100% of Nyce Affiliates Limited, which has also been consolidated into the Group financial statements.   The acquisition were accounted for as business combinations and resulted in the recognition of goodwill.   There is a significant risk that the acquisitions have not been correctly accounted for under IFRS 3 and that the acquired entities do not meet the consolidation criteria under IFRS 10.   There is also a significant risk that the goodwill recognized on acquisition may be impaired.

Our audit work in this area included:   - Confirmed the existence and ownership of the acquired entities by vouching to supporting documentations. - Reviewed the acquisition documents and shareholder agreements and confirmed that the Group has sufficient power, control and rights to variable returns and meets the IFRS 10 criteria to be consolidated as subsidiaries. - - Checked and confirmed how the acquisition consideration has been settled, including shares issued as consideration. - - Reviewed the assets and liabilities recognised on acquisition and checked the calculation of goodwill arising on consolidation. - - Checked and confirmed that the acquired entities have been consolidated from the appropriate acquisition date. - Reviewed management's assessment of goodwill and considered whether there were any indicators of impairment. - - We independently assessed the recoverability of goodwill using a fair value less costs of disposal approach and considered supporting evidence available at the reporting date and subsequently.   Based on the procedures performed, we are satisfied that the acquisitions have been appropriately accounted for and disclosed in the financial statements and that the goodwill recognised on acquisition was recoverable at 31 December 2025.

 

 

 

Our application of materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

 

 

	Group financial statements	Company financial statements
Overall materiality	£22,750	£22,700
How we determined it	1% of gross assets	1% of gross assets

 

Rationale for benchmark applied:

The Group and Company are in a growth phase and continue to invest in the development and expansion of their operations. As a result, profitability and revenue are not considered to be the most appropriate measures for determining materiality. We believe gross assets are the primary measure used by shareholders in assessing the financial position and value of the Group and Company and therefore represent the most appropriate benchmark for the audit.

 

Accordingly, materiality has been determined at 1% of gross assets for both the Group and Company.

 

For each component within the scope of our Group audit, we allocated a materiality that was lower than overall Group materiality. The range of materiality allocated across components was between £1,600 and £22,700 (excluding dormant companies).

 

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 period 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 light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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

 

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, 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 group's and parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

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:

 

The extent to which the audit was considered capable of detecting irregularities including fraud Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

·    the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

·    we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including AQSE rules and the Companies Act 2006.

·    we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

·    identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

 

We assessed the susceptibility of the Group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

·    making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

·    considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

 

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

 

·    performed analytical procedures to identify any unusual or unexpected relationships;

·    tested journal entries to identify unusual transactions;

·    assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 5 were indicative of potential bias;

·    investigated the rationale behind significant or unusual transactions.

 

 

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

 

·    agreeing financial statement disclosures to underlying supporting documentation;

·    reading the minutes of meetings of those charged with governance;

·    enquiring of management as to actual and potential litigation and claims;

 

There are inherent limitations in our audit procedures described above. The more removed those laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

Other matter

The audit report for the comparative financial statements for the year ended 30 June 2024 had a qualified opinion due to a lack of financial information relating to a former subsidiary which had gone into administration, and single entity financial statements were presented instead of consolidated accounts.

 

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.