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TMT Investments Plc announced its audited final results for the year ended 31 December 2025, reporting a Net Asset Value (NAV) per share of US$7.13, an 8.9% increase from the prior year, and a total NAV of US$220.8 million. During 2025, TMT made US$1.5 million in additional investments, generated US$5.5 million from cash disposals and dividends, and completed a US$1.7 million share buyback for 651,688 shares. The company's Annual General Meeting is scheduled for 19 May 2026.
| Date | 24 Mar 2026 |
| Time | 07:00:09 |
| Category | Results |
| ID | 7789X |
24 March 2026
TMT INVESTMENTS PLC
("TMT" or the "Company")
Final Results for the year ended 31 December 2025
Notice of AGM
TMT Investments Plc (AIM: TMT), the venture capital company investing in high-growth technology companies, is pleased to announce its audited final results for the year ended 31 December 2025.
Highlights:
· NAV per share of US$7.13 as of 31 December 2025, up 8.9% year on year (31 December 2024: US$6.55)
· Total NAV of US$220.8 million (31 December 2024: US$205.9 million)
· IRR from inception to 31 December 2025 of 14% per annum (14.5% from inception to 31 December 2024)
· US$1.5 million of additional investments made in 2025 (US$5.9 million in 2024)
· US$5.5 million of cash disposals and dividends received in 2025 (US$5.9 million in 2024), with an additional US$1.5 million cash disposal post-period end, including:
o Scale AI valued at US$29 billion in June 2025 as a result of an investment by Meta Platforms, Inc., which is a +138% valuation uplift compared to TMT's investment in Scale AI in October 2024 when including the additional US$0.6 million cash dividend received by TMT from Scale AI.
o Partial US$0.85 million cash disposal of shareholding in Bolt (+17% valuation uplift)
o Partial US$3.8 million cash disposal of shareholding in Backblaze
· US$1.7 million share buyback completed in December 2025 at a weighted average price of US$2.65 per share
· As of 31 December 2025, the Company had cash and cash equivalent reserves of US$5.0 million (31 December 2024: US$5.2 million) and unaudited cash of US$6.2 million as of 23 March 2026
Alexander Selegenev, Executive Director of TMT, commented:
"In 2025, TMT's net asset value increased 8.9%, mainly as a result of the significant positive currency exchange impact on the Company's Pound Sterling and Euro-denominated investments and the continued growth of TMT's investment in Scentbird. This was a period of continuing macroeconomic and political instability, as well as of subdued venture capital, IPO, and M&A activity outside the AI segment.
TMT's portfolio benefited from positive revaluations of seven of its investee companies (Bolt, Scentbird, Global Work AI, Spin.ai, Scale AI, Rhino, and Whizz), which have been partly offset by full and partial write-downs in the value of nine of the Company's investments (Backblaze, Mobilo, SOAX, MTL Financial, Prodly, Sonic Jobs, Aurabeat, Qumata, and Go X), in line with TMT's highly prudent valuation approach.
The majority of TMT's portfolio companies continue to demonstrate good business progress and have adapted well to the challenges of the current environment. Despite reduced revenue growth rates for some investees in this environment, many of them have managed to reach either profitability or positive operating cash flow levels.
TMT successfully disposed of partial stakes in some of its portfolio companies (most notably, Backblaze and Bolt) at NAV-enhancing valuation levels.
Given the continued high level of market uncertainty and volatility in 2025, TMT maintained its cautious investment approach during the period, and made only four new and follow-on investments. Two new companies were added to TMT's portfolio, Spendbase Inc. and Leasy Holdings Limited.
In 2025, TMT's shares often traded at a 60%+ discount to NAV, and at this valuation it was hard for management to identify a better investment opportunity than TMT's current investment portfolio itself. Accordingly, the Company successfully completed a share buyback programme, in which a total of 651,688 TMT shares were bought at a weighted average price of US$2.65 per share for a total consideration of US$1,729,657.
With no financial debt and strong cash reserves, TMT is well positioned to not only ride out the current market volatility, but also to continue making investments and realising full and partial disposals when the right opportunities present themselves.
We look forward to keeping shareholders updated on relevant developments in due course."
Notice of AGM
The Company's Annual General Meeting will be held on 19 May 2026 at 13 Castle Street, St. Helier, Jersey, JE1 1ES at 14:30 (BST).
Copies of the Annual Report and Accounts for the year ended 31 December 2025 ("Annual Report"), together with the formal Notice of AGM and form of proxy, will shortly be available on the Company's website at www.tmtinvestments.com.
For further information contact:
|
TMT Investments Plc Alexander Selegenev Executive Director
|
+44 370 707 4040 (Computershare - Company Secretary) alexander.selegenev@tmtinvestments.com
|
|
Strand Hanson Limited (Nominated Adviser) James Bellman / James Dance / Imogen Ellis
|
+44 (0)20 7409 3494 |
|
Cavendish Capital Markets Limited (Joint Broker) Ben Jeynes / George Lawson
|
+44 (0)20 7220 0500 |
|
Hybridan LLP (Joint Broker) Claire Louise Noyce
|
+44 (0)20 3764 2341 |
|
Kinlan Communications David Hothersall
|
+44 (0)20 7638 3435 |
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019.
About TMT Investments Plc
TMT Investments Plc invests in high-growth technology companies globally across a number of core specialist sectors. Founded in 2010, TMT has a current investment portfolio of over 50 companies and net assets of US$221 million as of 31 December 2025. The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation. The Company is traded on the AIM market of the London Stock Exchange. www.tmtinvestments.com.
EXECUTIVE DIRECTOR'S STATEMENT
In 2025, the venture capital segment, along with the broader markets, continued to experience a higher degree of volatility.
In line with the market, TMT's portfolio has continued to see an increased divergence between its stronger and weaker performers. Despite the ongoing challenges in the macroeconomic and political environment in 2025 (which marked the fourth consecutive "stress year" for the venture capital industry following the tech market correction in early 2022), investors have continued to back fast-growing, high-quality digital technology companies, especially in the currently popular AI segment, although at more subdued levels.
We were pleased to see Scale AI, Global Work, Whizz and Rhino receive further validation of their progress by raising fresh capital at valuation levels that have resulted in positive revaluations for TMT as of 31 December 2025. In particular, on 12 June 2025, Scale AI, Inc., the "humanity-first" AI company (https://scale.com), announced a significant new investment from Meta Platforms, Inc. (Nasdaq: META) that valued Scale at over US$29 billion. The transaction represented a revaluation uplift of 138% (US$0.7 million) in the fair value of TMT's holding in Scale, compared to the previous reported amount as of 31 December 2024. As part of the transaction, TMT also received a US$0.6 million cash dividend. This positive revaluation of 2.38 times in only eight months represented another example of how notable returns can be generated from carefully selected AI opportunities.
In addition, the current fair value of TMT's investment in Bolt was updated following a US$0.85 million partial disposal by TMT to an independent buyer.
In parallel, TMT continues to apply a highly prudent approach to valuing its portfolio investments and therefore regularly reviews and writes down investments that are not showing the progress the Board believes is required to justify the previously reported valuation level. In line with this approach, TMT partially or fully wrote down the value of nine of its investments during the period.
NAV per share
The Company's NAV per share of US$7.13 as of 31 December 2025 was notably driven by the upward revaluations of Bolt and Scentbird, as well as a significant positive currency exchange impact at the year-end.
Operating expenses
In 2025, the Company's administrative expenses of US$1.44 million were broadly in line with 2024 of US$1.38 million, reflecting the Company's continued, subdued level of new investment and business development activities during the period.
Financial position
As of 31 December 2025, the Company had no financial debt and cash and cash equivalent reserves of US$5.0 million (31 December 2024: US$5.2 million). As of 23 March 2026, the Company had unaudited cash and cash equivalent reserves of US$6.2 million.
Outlook
TMT has a globally diversified investment portfolio of over 50 companies, focused primarily on Data Platforms, Enterprise Software, Mobility, and FinTech.
Despite the ongoing market and political volatility, investors continue to invest in high-quality technology businesses at appropriate valuation levels. TMT is continuing to identify such opportunities selectively, whilst employing a generally cautious investment approach. With no financial debt and strong cash and cash equivalent reserves, TMT is well positioned to not only ride out the current market volatility, but also to continue making investments and realising full and partial disposals when the right opportunities present themselves.
Alexander Selegenev
Executive Director
23 March 2026
PORTFOLIO DEVELOPMENTS
The following developments have had an impact on, and are reflected in, the Company's NAV and/or audited financial statements as of 31 December 2025, in accordance with applicable accounting standards.
Profitable full and partial cash exits, and positive revaluations:
· TMT disposed of a portion of its shareholding in NASDAQ-traded Backblaze for a total net cash consideration of US$3.8 million.
· TMT disposed of a portion of its shareholding in Bolt Technology OÜ for a total net cash consideration of US$0.85 million.
· TMT received a US$0.6 million cash dividend from Scale AI, Inc., as part of a significant new investment Scale AI received from Meta Platforms, Inc. in June 2025.
· TMT's €50,000 convertible note investment in Timbeter OÜ was repaid in November 2025.
· TMT's US$50,000 SAFE investment in Lulu Systems, Inc. (trading as Mobilo) was repaid in December 2025.
· TMT received a US$30,000 cash consideration for the disposal of its entire equity stake in Accern.
The following of the Company's portfolio investments were positively revalued as of 31 December 2025:
|
Portfolio company |
Portfolio company description |
Positive revaluation amount (US$) |
As % of fair value reported as of 31 Dec 2024 |
Basis for revaluation |
|
Bolt Technology OÜ |
A leading international ride-hailing and mobility company (www.bolt.eu) |
11,358,465* |
17% |
Partial disposal |
|
Scentbird, Inc. |
Perfume, wellness and beauty product subscription service (www.scentbird.com) |
8,528,115 |
61% |
Comparable company analysis |
|
Expert Remote Inc., trading as Global Work AI |
An AI-powered job sourcing tool for freelancers (https://globalwork.ai) |
1,100,000 |
220% |
New funding round (SAFE) |
|
Spin Technology, Inc, trading as Spin.ai |
An all-in-one SaaS data protection platform for mission-critical SaaS apps (www.spin.ai) |
1,097,434 |
114% |
Partial disposal |
|
Scale AI, Inc. |
Data labelling and AI infrastructure company (https://scale.com) |
708,501 |
138% |
New funding round (equity) |
|
Rhinocorn Inc., trading as Rhino |
provider of first-class armoured car rides in Latin America (www.vamosrhino.com/en) |
520,000 |
87% |
New funding round (SAFE) |
|
My Device Inc., trading as Whizz |
Device-as-a-service e-bike rental company (www.getwhizz.co) |
491,719 |
27% |
New funding round (convertible note) |
|
Other |
|
900 |
|
|
|
Total |
|
23,805,134 |
|
|
* - incl. foreign exchange effect
In addition to the above, the following of TMT's non-USD denominated investments increased in value by a total of US$2,157,927 due to exchange rate fluctuations as of 31 December 2025: eAgronom, Timbeter, 3S Money, Feel, FemTech, Outvio, EstateGuru, Laundryheap, and Entytech.
Negative revaluations:
The following of the Company's portfolio investments were negatively revalued as of 31 December 2025:
|
Portfolio Company |
Write-down amount (US$) |
Reduction as % of fair value reported as of 31 Dec 2024 |
Reasons for write-down |
|
Backblaze Inc. |
2,345,704 |
13% |
Based on the closing mid-market price of US$4.66 per share on 31 December 2025 (incl. US$3.8 million net partial disposal proceeds received in 2025) |
|
Lulu Systems, Inc. (trading as Mobilo) |
1,211,100 |
64% |
Challenging current market environment |
|
SOAX |
1,000,000 |
25% |
TMT's estimate of likely current valuation |
|
MTL Financial Ltd (trading as Outfund) |
959,540 |
63% |
Merger transaction |
|
Prodly, Inc. |
900,000 |
50% |
Challenging current market environment |
|
SonicJobs App Ltd. |
676,869 |
76% |
New funding round (equity) |
|
Aurabeat |
515,000 |
100% |
Challenging current market environment; prospects unclear |
|
Qumata |
454,706 |
100% |
Chances of repositioning the company's product seem very low |
|
Go X |
175,000 |
100% |
Lack of information from the company's management; prospects unclear |
|
Other |
16,432 |
|
|
|
Total |
8,254,351 |
|
|
Key developments for the five largest portfolio holdings in 2025 (Source: TMT's portfolio companies):
Bolt - ride-hailing and food delivery service:
· Double-digit revenue growth
· Active in over 800 cities globally (up from over 700 cities as of 31 December 2024)
· EBIT positive
Backblaze - cloud storage provider:
· 14% revenue growth
· Adjusted EBITDA positive
3S Money - provider of global business accounts and payment solutions:
· Double-digit revenue growth
· EBITDA positive
Scentbird - Perfume, wellness and beauty product subscription service:
· Double-digit revenue growth
· Net Profit positive
PandaDoc - proposal automation and contract management software:
· Double-digit revenue growth
· Over 65,000 customers (from over 60,000 as of 31 December 2024)
· Single-digit negative EBITDA margin
Further investments:
Given the continued high level of market uncertainty and volatility in 2025, TMT maintained its cautious investment approach and made the following investments in the period (excluding capitalised transaction costs):
New investments during the reporting period:
· US$500,000 in Spendbase Inc., a SaaS subscription management and software cost optimisation platform (www.spendbase.co); and
· US$500,000 in Leasy Holdings Limited, a Peruvian fintech startup revolutionising vehicle financing for Latin America's gig economy, especially ride-hailing drivers (www.leasyauto.com).
Follow-on investments during the reporting period:
· US$400,000 in Rhinocorn Inc., trading as Rhino, a provider of first-class armoured car rides in Latin America (www.vamosrhino.com/en); and
· US$129,000 in Expert Remote Inc., trading as Global Work AI, an AI-powered job sourcing tool for freelancers (https://globalwork.ai).
Post Period Events:
TMT received a US$1.5 million cash consideration for the disposal of 75% of its equity stake in Spin Technology, Inc, trading as Spin.ai.
At the end of 2025, the Company executed a share buyback programme for approximately US$1.7 million, with a portion of the acquired TMT shares cancelled after the year-end. As a result, in January 2026, TMT cancelled 161,688 ordinary shares acquired by the Company at a cost of US$429,139.
CORPORATE GOVERNANCE STATEMENT
The Board fully endorses the importance of good corporate governance and has adopted the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Sized Companies (the "QCA Code"), which the Board believes to be the most appropriate corporate governance code given the Company's size, stage of development and AIM-quoted status. The QCA Code is a practical, outcome-oriented approach to corporate governance that is tailored for small and mid-size quoted companies in the UK and which provides the Company with the framework and effective oversight to help ensure that a strong level of governance is maintained.
Following extensive consultations with stakeholders, in November 2023 the QCA published a revised second version of its 2018 Code in order to continue providing clear and practical guidance for small and medium sized public companies and help them achieve sound corporate governance. TMT has updated its corporate governance procedures in accordance with the 2023 QCA Code. In line with the QCA guidelines, TMT's 2025 Annual Report is the first year in which TMT is reporting against the 2023 QCA code.
In accordance with the QCA Code and AIM Rule 26, the QCA Code report provides a high-level overview of how TMT has applied the principles of the QCA Code. TMT has given a summary of any areas in which the Company's governance structures and practices depart or differ from the expectations of the QCA Code.
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their report and audited financial statements of the Company for the year ended 31 December 2025.
Principal activity and review of the business
TMT Investments Plc ("TMT" or the "Company") was incorporated under the laws of Jersey. The Company has been established for the purpose of making investments in the TMT sector where the Directors believe there is a potential for growth and the creation of shareholder value. The Company primarily targets companies operating in markets that the Directors believe have strong growth potential and having the potential to become multinational businesses. The Company can invest in any region of the world.
Results and dividends
The profit for the year amounted to US$16,600,308 (2024: loss of US$2,198,061), which includes a profit on changes in fair value of financial assets at Fair Value through profit and loss ("FVPL") of US$17,867,862 (2024: loss of US$1,078,442).
Further information on the Company's results and financial position is included in the financial statements.
The Board has decided that it will not recommend a final dividend (2024: nil).
Company listing
TMT is traded on the AIM market of the London Stock Exchange ("AIM"). The Company's ticker is TMT. Information required by AIM Rule 26 is available in the 'Investor Relations' section of the Company's website at www.tmtinvestments.com.
Board meetings
Three Board meetings, three meetings of the Audit Committee and one meeting of the Remuneration Committee were held in 2025. The number of meetings attended by the Directors is set out below.
|
Director |
Board meetings |
Audit Committee meetings |
Remuneration Committee meetings |
Nomination Committee meetings |
|
Yuri Mostovoy |
3 |
- |
- |
- |
|
Alexander Selegenev |
1 |
- |
- |
- |
|
Andrea Nastaj |
3 |
3 |
1 |
- |
|
James Mullins |
3 |
3 |
1 |
- |
|
Total meetings |
3 |
3 |
1 |
- |
Changes in share capital
The Company has one class of ordinary share that carries no right to fixed income, and each share carries the right to one vote at general meetings of the Company. At the end of 2025, the Company executed a share buyback programme pursuant to which it acquired ordinary shares in the Company at a cost of US$1.7 million, of which TMT shares with an aggregate acquired value of US$828,100 were cancelled during the year and US$429,139 of the acquired TMT shares were cancelled after the year end. As a result, as of 31 December 2025 and the date of this report, the Company's issued share capital consisted of 30,961,538 and 30,799,850 ordinary shares of no par value each in the Company respectively.
Substantial shareholdings
The Directors are aware of the following shareholdings of 3% or more of the issued share capital of the Company as of 23 March 2026.
|
Shareholders |
Number of ordinary shares |
% of issued ordinary share capital |
|
Macmillan Trading Company Limited* |
7,476,882 |
24.28% |
|
Wissey Trade & Invest Ltd |
5,000,000 |
16.23% |
|
Zaur Ganiev |
2,443,810 |
7.93% |
|
Canaccord Genuity Group Inc |
2,154,939 |
7.00% |
|
Merit Systems Inc. |
2,054,865 |
6.67% |
|
Ramify Consulting Corp |
2,054,086 |
6.67% |
|
German Kaplun |
1,959,604 |
6.36% |
|
Eclectic Capital Limited |
1,224,442 |
3.98% |
|
Others |
6,431,222 |
20.88% |
|
Total |
30,799,850 |
100.00% |
* - incl. those owned via 100%-owned Mango Telecommunication
Concert Party
A concert party, as defined in the City Code on Takeovers and Mergers (the "Code"), currently exists, consisting of the following shareholders:
|
Shareholder (legal holder) |
Beneficial holder (if different to legal holder) |
No. of Ordinary Shares |
% of issued share capital |
|
Macmillan Trading Company Limited ("Macmillan")* |
Alexander Morgulchik 45.05%, German Kaplun 37.17%, Artemii Iniutin 17.78% |
7,476,882 |
24.28% |
|
Wissey Trade & Invest Ltd ("Wissey") |
Andrey Kareev |
5,000,000 |
16.23% |
|
Ramify Consulting Corp. ("Ramify") |
German Kaplun |
2,054,086 |
6.67% |
|
Merit Systems Inc. |
Artemii Iniutin |
2,054,865 |
6.67% |
|
German Kaplun |
|
1,959,604 |
6.36% |
|
Menostar Holdings Limited ("Menostar") |
Dmitry Kirpichenko |
701,916 |
2.28% |
|
Eclectic Capital Limited ("Eclectic") |
Nika Kirpichenko |
1,224,442 |
3.98% |
|
Artemii Iniutin |
|
733,877 |
2.38% |
|
Natalia Inyutina (Adult daughter of Artemii Iniutin) |
727,156 |
2.36% |
|
|
Vlada Kaplun (Adult Daughter of German Kaplun) |
363,578 |
1.18% |
|
|
Marina Kedrova (Adult Daughter of German Kaplun) |
363,578 |
1.18% |
|
|
Alexander Morgulchik |
|
195,438 |
0.63% |
|
Total |
|
22,855,422 |
74.21% |
* - incl. those owned via 100%-owned Mango Telecommunication
Since September 2013, when the Company became subject to the Code, the concert party has been interested in, in aggregate, more than 50% of the Company's issued share capital at all times.
The total direct and indirect interest in TMT by the concert party's beneficial holders are as follows:
|
Beneficial holder |
No. of Ordinary Shares |
% of issued share capital |
|
German Kaplun |
6,792,608 |
22.05% |
|
Andrey Kareev |
5,000,000 |
16.23% |
|
Artemii Iniutin |
4,118,371 |
13.37% |
|
Alexander Morgulchik |
3,563,773 |
11.57% |
|
Dmitry Kirpichenko |
701,916 |
2.28% |
|
Nika Kirpichenko |
1,224,442 |
3.98% |
|
Natalia Inyutina |
727,156 |
2.36% |
|
Vlada Kaplun |
363,578 |
1.18% |
|
Marina Kedrova |
363,578 |
1.18% |
|
Total |
22,855,422 |
74.21% |
NOTES:
The majority of the ordinary shares held by Eclectic were previously held by Menostar, who invested in the Company at the time of admission of its ordinary shares to trading on AIM ("Admission"). The beneficial owner of Eclectic is Nika Kirpichenko who is the wife of Dmitry Kirpichenko, the beneficial owner of Menostar. Wissey and Menostar both invested in the Company on its Admission and, along with Eclectic, have invested in and/or been otherwise involved with other business ventures associated with the two founders of the Company Alexander Morgulchik and German Kaplun.
The Company will update this disclosure in future annual financial reports and, if relevant, via RNS announcements.
Directors
During the financial year the following Directors held office:
Yuri Mostovoy Non-executive Chairman
Alexander Selegenev Executive Director
James Joseph Mullins Independent Non-Executive Director
Andrea Nastaj Independent Non-Executive Director
The Directors' fees for 2025 and 2024 were as follows:
|
Director |
|
|
2025 USD |
2024 USD |
|
Yuri Mostovoy |
|
|
64,500 |
60,000 |
|
Alexander Selegenev |
|
|
134,374 |
125,000 |
|
James Joseph Mullins |
|
|
34,115 |
30,680 |
|
Andrea Nastaj |
|
|
21,322 |
19,176 |
Subsequent events post the period end
TMT received a US$1.5 million cash consideration for the disposal of 75% of its equity stake in Spin Technology, Inc, trading as Spin.ai.
At the end of 2025, the Company executed a share buyback programme for approximately US$1.7 million, with a portion of the acquired TMT shares cancelled after the year-end. As a result, in January 2026, TMT cancelled 161,688 ordinary shares, with an acquired value of US$429,139.
Statement of Directors' responsibilities in respect of the annual report and the financial statements
The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and UK-adopted International Financial Reporting Standards ("IFRSs").
The Companies (Jersey) Law 1991 (as amended) ("Companies Law") requires the Directors to prepare financial statements for each financial year. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Law. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The Directors are responsible for the preparation of the Directors' report and corporate governance statement. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period. In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and accounting estimates that are reasonable and prudent;
· state whether applicable UK-adopted IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
Directors' responsibility statement
Each of the Directors, whose names are listed in the Directors section above confirm that, to the best of each person's knowledge and belief:
· the financial statements, prepared in accordance with UK-adopted IFRSs, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
· the Directors' report contained in the annual report includes a true and fair review of the development and performance of the business and the position of the Company.
Going concern
The Directors confirm that, after giving due consideration to the financial position and expected cash flows of the Company; they have a reasonable expectation that the Company will have adequate cash resources to continue in operational existence for the foreseeable future, and for at least one year from the date of approval of these financial statements and they have therefore adopted the going concern basis in preparing the financial statements.
Disclosure of information to auditors
Each of the persons who is a Director at the date of approval of this annual report confirms that:
· so far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware; and
· the Directors have taken steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.
The audit registration of Kreston Reeves LLP was transferred to Kreston Reeves Audit LLP on 6 October 2025. Kreston Reeves Audit LLP were formally appointed as auditor to the Company on 6 October 2025. Kreston Reeves Audit LLP will be proposed for reappointment at the Company's next scheduled AGM.
On behalf of the Board of Directors
Alexander Selegenev
Executive Director
23 March 2026
REMUNERATION REPORT
On behalf of the Board, I am pleased to present my report as Chairman of the Remuneration Committee. This report covers the remuneration-related activities of the Committee for the year ended 31 December 2025. It sets out the remuneration policy and remuneration details for the Company's Directors.
The Remuneration Committee currently comprises James Mullins and Andrea Nastaj, with James Mullins appointed as chairman. The Remuneration Committee has the following key duties:
· Reviewing and recommending the emoluments, pension entitlements and other benefits of the Executive Director, other Directors, senior executives, investment team executives and various consultants engaged by the Company; and
· Reviewing the operation of any share option schemes and/or bonus plans implemented by the Company and the granting of options and/or bonus awards under such schemes.
The remuneration of Non-executive Directors is a matter for the Board. No Director is involved in any decision as to his own remuneration. Fees for non-executive directors are reviewed periodically by the Board, taking into account the time commitment requirements and responsibility of the individual roles, and after reviewing practice in other comparable companies.
The Remuneration Committee met once in 2025 to approve the Company's new Bonus Plan to 31 Dec 2029 and an increase in certain salaries and fees. The Remuneration Committee undertook an evaluation of its effectiveness in 2025, which concluded the Committee was functioning effectively. Further details on the evaluation are provided under Principle 8 of the Corporate Governance section of the Annual Report.
The Company's Remuneration Policy is set out under Principle 9 of the Corporate Governance section of the Annual Report. In accordance with the QCA Code, the Company will put the Remuneration Report and the Company Remuneration Policy to an advisory shareholder vote at the Company's AGM.
The Directors' fees for 2025 and 2024 were as follows:
|
Director |
|
2025 USD |
2024 USD |
|
Yuri Mostovoy |
|
64,500 |
60,000 |
|
Alexander Selegenev |
|
134,374 |
125,000 |
|
James Joseph Mullins |
|
34,115 |
30,680 |
|
Andrea Nastaj |
|
21,322 |
19,176 |
The Directors are aware of the following total beneficial shareholdings by Directors and Applicable Employees as of 23 March 2026:
|
Beneficial holder |
No. of Ordinary Shares |
% of issued share capital |
|
German Kaplun |
6,792,608 |
22.05% |
|
Artemii Iniutin |
4,118,371 |
13.37% |
|
Alexander Morgulchik |
3,563,773 |
11.57% |
|
Alexander Selegenev (inc. 34,000 owned by Alexander Selegenev's wife) |
131,544 |
0.43% |
James Mullins
Chair of the Remuneration Committee
23 March 2026
INDEPENDENT AUDITOR REPORT
TO THE SHAREHOLDERS OF TMT INVESTMENTS PLC
FOR THE YEAR ENDED 31 DECEMBER 2025
Opinion
We have audited the financial statements of TMT Investments PLC (the 'Company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the financial statements is UK adopted International Accounting Standards, as applied in accordance with the provisions of the Companies (Jersey) Law 1991.
In our opinion, the financial statements of the Company:
· give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of the Company's profit and cash flows for the year then ended; and
· have been properly prepared in accordance with UK adopted International Accounting Standards; and
· have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard 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.
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 judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. 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 give an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which they operate.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. Based on our professional judgement, we determined materiality and performance materiality for the financial statements of the Company as follows:
|
Materiality Measure |
2025 |
2024 |
|
Materiality
|
$4,145,800 |
$4,118,000 |
|
Basis for determining materiality
|
2% of gross assets |
2% of net assets |
|
Rationale for benchmark applied |
The Company's principal activity is that of venture capital investment, and as such its business performance is driven by the underlying fair value of investment assets held by the Company. Materiality has been determined using a gross asset basis rather than net assets. In prior periods, we applied net assets as the benchmark; however, the Company currently has minimal liabilities, resulting in gross assets being more representative.
|
The Company's principal activity is that of venture capital investment, and as such its business performance is driven by the underlying fair value of investment assets held by the Company. |
|
Performance materiality
|
$2,902,000 |
$2,882,600 |
|
Basis for determining performance materiality
|
70% of materiality |
70% of materiality |
|
Reporting threshold |
$207,300 |
$205,900 |
|
Basis for determining reporting threshold |
5% of materiality |
5% of materiality |
We reported all audit differences found in excess of our reporting threshold to the audit committee.
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.
This matter was 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.
|
Valuation of investments $215,952,838 (2024: $202,023,938) |
|
|
Significance and nature of key risk The Company's investment strategy targets early stage/start-up businesses. To this end valuations of individual investments can be highly subjective, especially in the case of valuations linked to earnings-based multiples.
Given the inherent uncertainty as well as the highly material nature of the balance in the statement of financial position, this is considered to be a key risk area.
Furthermore, as investments are carried at fair value through the profit or loss in the financial statements, investment gains and losses in the year also drive underlying business performance.
The Company's investments accounting policy is outlined in note 2.6 of these financial statements. |
How our audit addressed the key risk We reviewed the investments portfolio and selected a sample of individual investments to review in detail. The selection basis for these investments was based on their relative value in the statement of financial position as well as investments that applied valuation methodologies that involved increased inherent uncertainty. This sample covered 98.8% of the USD value of the total stated investments in the financial statements.
We confirmed the ownership percentage of each investment to appropriate signed documentation. We have also vouched the initial cost of purchase upon initial recognition to relevant supporting documents.
For non-USD investments, we ensured that their fair values were appropriately retranslated at the year end date.
For investments using recent transaction prices for valuation, we have obtained the source documentation of the recent transaction prices used in determining the fair value per share and assessed the reasonableness of using such transaction prices as estimates of their fair values.
For investments using earnings-based multiples for valuation, we have obtained the valuation calculations and considered reasonableness of assumptions made, including the multiple applied.
For listed market investments, we have independently recalculated the value of the Company's shareholding based on the market price as at 31 December 2025.
With respect to valuation methodologies subject to increased estimation uncertainty, our specialist valuation team considered the reasonableness of the methodologies, assumptions and data used.
We have obtained an understanding of key controls relevant to the valuation of investments and tested the design and implementation of such controls during the year.
|
|
Key observations
We have no material concerns over the valuation of investments at the end of the reporting period.
|
|
Conclusions relating to going concern
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.
We performed the following audit procedures:
· Analysing the financial performance and financial strength of the business; and
· Assessment of the liquidity of the business, including analysis of the quantum of investments that are readily realisable for cash; and
· Evaluating the on-going liabilities profile of the business not including performance-based expenses such as bonus fees; and
· Review of events and transactions subsequent to the end of the reporting period that present a material threat or provide material support to going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. 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.
Our opinion on the Remuneration report
Kreston Reeves has audited the Remuneration report for the financial year. The directors of the Company are responsible for the preparation and presentation of the Remuneration report in accordance with the Companies Act 2006. Kreston Reeves' responsibility is to express an opinion on the Remuneration report, based on our audit conducted in accordance with International Accounting Standards. In Kreston Reeves' opinion, the Remuneration report of the Company for the period complies with the requirements of the Companies Act 2006.
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 our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Company, 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.
Corporate Governance Statement
We have reviewed the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
· Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified;
· Directors' explanation as to their assessment of the Company's prospects, the period this assessment covers and why the period is appropriate;
· Director's statement on whether it has a reasonable expectation that the Company will be able to continue in operation and meets its liabilities;
· Directors' statement on fair, balanced and understandable;
· Board's confirmation that it has carried out a robust assessment of the emerging and principal risks;
· Section of the annual report that describes the review of effectiveness of risk management and internal control systems Section of the annual report that describes the review of effectiveness of risk management and internal control systems;
· Section describing the work of the audit committee.
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'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.
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the Company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to anti-bribery. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies (Jersey) Law 1991. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to management bias in accounting estimates and judgemental areas of the financial statements such as the valuation of investments. Audit procedures performed by the engagement team included:
· Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations and fraud, and review of the reports made by management; and
· Assessment of identified fraud risk factors; and
· Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud; and
· Review of the integrity of banking records; and
· Challenging assumptions and judgements made by management in its significant accounting estimates; and
· Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
· Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
· Reading minutes of meetings of those charged with governance; and
· Review of the valuation methodology and associated assumptions for investments held; and
· Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and
· Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.
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.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal controls.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
· Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
· Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Use of our Report
This report is made solely to the Company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. 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.
Anne Dwyer BSc(Hons) FCA (Senior Statutory Auditor)
For and on behalf of
Kreston Reeves Audit LLP
Statutory Auditor
London
Date: 23 March 2026
FINANCIAL STATEMENTS
Statement of Comprehensive Income
|
|
|
For the year ended |
For the year ended |
|
|
Notes |
USD |
USD |
|
Gains/(Losses) on investments |
3 |
17,868,761 |
(1,137,784) |
|
Total investment income/(loss) |
|
17,868,761 |
(1,137,784) |
|
Expenses |
|
|
|
|
Administrative expenses |
5 |
(1,440,138) |
(1,377,336) |
|
Operating gain/(loss) |
|
16,428,623 |
(2,515,120) |
|
Finance income, net |
7 |
181,925 |
340,996 |
|
Currency exchange loss |
|
(10,240) |
(23,937) |
|
Gain/(Loss) before taxation |
|
16,600,308 |
(2,198,061) |
|
Taxation |
8 |
- |
- |
|
Gain/(Loss) attributable to equity shareholders |
|
16,600,308 |
(2,198,061) |
|
Total comprehensive income/(loss) for the year |
|
16,600,308 |
(2,198,061) |
|
Gain/(Loss) per share |
|
|
|
|
Basic and diluted gain/(loss) per share (cents per share) |
9 |
52.86 |
(6.99) |
Statement of Financial Position
Company registration number: 106628 (Jersey)
|
|
|
At 31 December 2025 |
At 31 December 2024 |
|
|
Notes |
USD |
USD |
|
Non‑current assets |
|
|
|
|
Financial assets at FVPL |
10 |
215,952,838 |
202,023,938 |
|
Total non‑current assets |
|
215,952,838 |
202,023,938 |
|
Current assets |
|
|
|
|
Trade and other receivables |
11 |
77,096 |
64,553 |
|
Cash and cash equivalents |
12 |
5,013,050 |
5,200,828 |
|
Total current assets |
|
5,090,146 |
5,265,381 |
|
Total assets |
|
221,042,984 |
207,289,319 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
13 |
258,691 |
1,375,677 |
|
Total current liabilities |
|
258,691 |
1,375,677 |
|
Total liabilities |
|
258,691 |
1,375,677 |
|
Net assets |
|
220,784,293 |
205,913,642 |
|
Equity |
|
|
|
|
Share capital |
14 |
52,455,315 |
53,283,415 |
|
Own Shares for Cancellation |
14 |
(429,139) |
- |
|
Retained earnings |
|
168,758,117 |
152,630,227 |
|
Total equity |
|
220,784,293 |
205,913,642 |
Statement of Cash Flows
|
|
|
For the year ended |
For the year ended |
|
|
Notes |
USD |
USD |
|
Operating activities |
|
|
|
|
Gain/(Loss) attributable to equity shareholders |
|
16,600,308 |
(2,198,061) |
|
Adjustments for non‑cash items: |
|
|
|
|
Changes in fair value of financial assets at FVPL |
3 |
(17,867,862) |
1,078,442 |
|
Interest received |
|
(163,050) |
(340,996) |
|
Other financial income |
|
(18,875) |
- |
|
Impairment of receivables |
3 |
- |
70,504 |
|
|
|
(1,449,479) |
(1,390,111) |
|
Changes in working capital: |
|
|
|
|
(Increase)/Decrease in trade and other receivables |
11 |
(12,543) |
16,851 |
|
Decrease in trade and other payables |
13 |
(1,116,986) |
(342,139) |
|
Net cash used in operating activities |
|
(2,579,008) |
(1,715,399) |
|
Investing activities |
|
|
|
|
Purchase of financial assets at FVPL |
10 |
(1,529,000) |
(5,928,341) |
|
Purchase of TMT shares |
14 |
(1,729,657) |
- |
|
Proceeds from sale/disposal of financial assets at FVPL |
10 |
5,467,962 |
5,912,637 |
|
Interest received on treasury bills and deposits |
7 |
163,050 |
340,996 |
|
Other financial income |
7 |
18,875 |
- |
|
Net cash generated from investing activities |
|
2,391,230 |
325,292 |
|
Decrease in cash and cash equivalents |
|
(187,778) |
(1,390,107) |
|
Cash and cash equivalents at the beginning of the year |
|
5,200,828 |
6,590,935 |
|
Cash and cash equivalents at the end of the year |
12 |
5,013,050 |
5,200,828 |
Statement of Changes in Equity
For the year ended 31 December 2024 and for the year ended 31 December 2025, USD
|
|
|
Share capital |
Own Shares for Cancellation |
Retained earnings |
Total |
|
|
Note |
USD |
USD |
USD |
USD |
|
Balance at 31 December 2023 |
|
53,283,415 |
- |
154,828,288 |
208,111,703 |
|
Comprehensive loss |
|
|
|
|
|
|
Loss for the year |
|
- |
- |
(2,198,061) |
(2,198,061) |
|
Total comprehensive loss for the year |
|
- |
- |
(2,198,061) |
(2,198,061) |
|
Balance at 31 December 2024 |
|
53,283,415 |
- |
152,630,227 |
205,913,642 |
|
Gains for the year |
|
- |
- |
16,600,308 |
16,600,308 |
|
Buy back and cancellation of shares |
14 |
(828,100) |
(429,139) |
(472,418) |
(1,729,657) |
|
Total comprehensive income for the year |
|
(828,100) |
(429,139) |
16,127,890 |
14,870,651 |
|
Balance at 31 December 2025 |
|
52,455,315 |
(429,139) |
168,758,117 |
220,784,293 |
The financial statements were approved by the Board of Directors on 23 March 2026 and were signed on its behalf by:
Alexander Selegenev
Executive Director
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. Company information
TMT Investments Plc ("TMT" or the "Company") is a company incorporated in Jersey with its registered office at 13 Castle Street, St Helier, Jersey, JE1 1ES, Channel Islands.
The Company was incorporated and registered on 30 September 2010 in Jersey under the Companies (Jersey) Law 1991 (as amended) with registration number 106628 under the name TMT Investments Limited. The Company obtained consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1985 on 30 September 2010. On 1 December 2010 the Company re‑registered as a public company and changed its name to TMT Investments Plc. The Company's ordinary shares were admitted to trading on the AIM market of the London Stock Exchange on 10 December 2010.
The memorandum and articles of association of the Company do not restrict its activities and therefore it has unlimited legal capacity. The Company's ability to implement its Investment Policy and achieve its desired returns will be limited by its ability to identify and acquire suitable investments. Suitable investment opportunities may not always be readily available.
The Company seeks to make investments in any region of the world. The Company invests in high‑growth technology companies globally across a number of core specialist sectors. The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation.
Financial statements of the Company are prepared by and approved by the Directors in accordance with International Financial Reporting Standards, UK‑adopted International Accounting Standards and their interpretations issued or adopted by the International Accounting Standards Board ("IFRSs"). The Company's accounting reference date is 31 December.
2. Summary of significant accounting policies
2.1. Basis of presentation
The principal accounting policies applied by the Company in the preparation of these financial statements are set out below and have been applied consistently.
The financial statements have been prepared on a going concern basis, under the historical cost basis as modified by the fair value of financial assets at FVPL, as explained in the accounting policies below, and in accordance with IFRS. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
The preparation of financial statements, in compliance with UK adopted International Accounting Standards, requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 2.12).
2.2. Going concern
The Directors confirm that, after giving due consideration to the financial position and expected cash flows of the Company and due to availability of highly liquid investments readily realisable for cash should this be needed; they have a reasonable expectation that the Company will have adequate cash resources to continue in operational existence for the foreseeable future, and for at least one year from the date of approval of these financial statements and they have therefore adopted the going concern basis in preparing the financial statements.
2.3. Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision‑maker who is responsible for allocating resources and assessing performance of the operating segments and has been identified as the Board, which makes strategic decisions. For the purposes of IFRS 8 'Operating Segments' the Company currently has one segment, being 'Investing in the TMT sector'.
Even though the Company only invests in the TMT sector, there are still geographical disclosures that need to be made to comply with IFRS 8 'Operating Segments'.
2.4. Foreign currency translation
Functional and presentation currency
Items included in the financial statements of the Company are measured in United States Dollars ('US dollars', 'USD' or 'US$'), which is the Company's functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into US$ using the exchange rates prevailing at the dates of the transactions. Foreign currency monetary items are translated using the closing rate (i.e. mid‑market price investments).
Non‑monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. (i.e. comparable company analysis and cost‑based investments as these are effectively re‑fair valued at each year‑end).
Exchange differences arising from the translation at the year‑end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
|
|
Conversion rates, USD |
|
|
Currency |
As at |
Average rate, 2025 |
|
British pounds |
1.3451 |
1.2990 |
|
Euro |
1.1744 |
1.1050 |
2.5. Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand, deposits held at call with banks, and other short‑term highly liquid investments with maturities of three months or less from the date of acquisition.
2.6. Financial assets and liabilities
Recognition and measurement
The Company recognises financial assets and liabilities when it becomes party to the contractual provisions of the instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets are classified into the following categories:
· amortised cost;
· fair value through profit or loss (FVPL); and
· fair value through other comprehensive income (FVOCI).
In the periods presented, the Company did not have any financial assets categorised as FVOCI. The classification is determined by both:
· the entity's business model for managing the financial asset; and
· the contractual cash flow characteristics of the financial asset.
Subsequent measurement
FVPL
All financial investments of the Company are measured at fair value through profit or loss and are subject to a fair value revaluation at year end date.
The Company manages its investments with a view of profiting from the receipt of dividends and changes in fair value of equity investments. Financial assets of the Company comprise of listed and unlisted equity investments, convertible promissory notes and SAFEs. All the financial assets are not for trading and are classified as financial assets at FVPL. Directly attributable transaction costs are recognised in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.
When measuring the fair value of a financial instrument, the Company uses relevant transactions during the year or shortly after the year end, which gives an indication of fair value and considers other valuation methods to provide evidence of value. The "price of recent investment" methodology is used mainly for venture capital investments, and the fair value is derived by reference to the most recent financing round or sizeable partial disposal. Fair value change is only recognised if that round involved a new external investor. From time to time, the Company may assess the fair value in the absence of a relevant independent transaction by relying on other market observable data and valuation techniques, such as the analysis of comparable companies and/or comparable transactions. The nature of such valuation techniques is highly judgmental and dependent on the market sentiment at the time of the analysis.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Company is the mid‑market price at the time. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. Specific valuation techniques used to value financial instruments include the use of quoted market prices or dealer quotes for similar instruments.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Transfers between levels of the fair value hierarchy, for the purpose of preparing these financial statements, are deemed to have occurred at the beginning of the reporting period.
Where an active market is established for an investment it is classified to level 1 with a mid‑market price valuation methodology applied. Where observable market data becomes available for an investment, including for comparable companies within an active market, it is classified to level 2 with comparable company analysis used as the valuation methodology. The investment otherwise remains classified to level 3, with the cost of investment or price of recent investment valuation methodology applied.
Financial assets that qualify as an associate, as 20% or more of the voting rights are held by the company, are exempt from IAS 28 'Investments in Associates', as TMT is a venture capital organisation. Such investments are therefore treated as financial assets at FVPL.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions:
· they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and
· the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and other receivables fall into this category of financial instruments.
Impairment of Financial Assets
In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model to be applied. The expected credit loss model requires the Company to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. IFRS 9 requires the Company to recognise a loss allowance for expected credit losses on receivables. In particular, IFRS 9 requires the Company to measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses (ECL) if the credit risk on that financial instrument has increased significantly since initial recognition, or if the financial instrument is a purchased or originated credit‑impaired financial asset. However, if the credit risk on a financial instrument has not increased significantly since initial recognition, the Company is required to measure the loss allowance for that financial instrument at an amount equal to 12 months ECL.
Income
Interest income from convertible notes receivable is recognised as it accrues by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash flows through the expected life of the financial asset to the asset's carrying value.
2.7. Net finance income
Net finance income comprises interest income on deposits, bank balances and other cash equivalents. Interest income is recognised as it accrues in the statement of comprehensive income, using the effective interest method.
2.8. Taxation
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 is provided in full using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates that are expected to apply when the related deferred tax asset is realised or when the deferred tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.
The Company is incorporated in Jersey. There are not any tax expenses recognised in the Statement of comprehensive income as the Company's current income tax rate in Jersey is 0%.
2.9. Equity instruments
Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.
2.10. New IFRSs and interpretations
The following standards and amendments became effective from 1 January 2025, but did not have any impact on the Company:
· Amendments to IAS 21 - Lack of Exchangeability.
2.11. Future IFRS changes
The following table summarises changes to IFRS adoption which is mandatory for periods beginning in 2025 and beyond:
|
Standard |
Effective date |
Overview |
|
Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments |
1 January 2026 (early adoption permitted) |
The new exception permits companies to elect to derecognize certain financial liabilities settled via electronic payment systems earlier than the settlement date. They also provide guidelines to assess contractual cash flow characteristics of financial assets, which apply to all contingent cash flows, including those arising from environmental, social, and governance (ESG)-linked features. Additionally, these amendments introduce new disclosure requirements and update others. |
|
Amendments to IFRS 9 and IFRS 7 - Power Purchase Agreements (PPAs) |
1 January 2026 (early adoption permitted) |
PPAs address the application of 'own use' and hedge accounting requirements for agreements which meet specified criteria. If a PPA qualifies for the 'own use' exemption, it is accounted for as an executory contract rather than as a derivative. The amendments apply to contracts that reference electricity generated from nature dependent sources and for which cash flows vary based on the amount of electricity generated by a reference production facility. New disclosures have also been introduced. |
|
IFRS 18 Presentation and Disclosure in Financial Statements |
1 January 2027 (early adoption permitted) |
This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: - the structure of the statement of profit or loss; - required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and - enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. |
|
IFRS 19 Subsidiaries without Public Accountability: Disclosures |
1 January 2027 (early adoption permitted) |
This new standard works alongside other IFRS Accounting Standards. An eligible subsidiary applies the requirements in other IFRS Accounting Standards except for the disclosure requirements and instead applies the reduced disclosure requirements in IFRS 19. IFRS 19's reduced disclosure requirements balance the information needs of the users of eligible subsidiaries' financial statements with cost savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries. A subsidiary is eligible if: - it does not have public accountability; and - it has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with IFRS Accounting Standards. IFRS 19 can be applied as soon as it is issued. |
These changes are not expected to have any impact on the Company in 2025 and beyond.
2.12. Accounting estimates and judgements
Estimates and judgements need to be regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results.
The estimates and underlying assumptions are reviewed on an on‑going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates significant to the financial statements during the year and at the year‑end is the consideration of the fair value of financial assets at FVPL as set out in the relevant accounting policies shown above. A number of the financial assets at FVPL held by the Company are at an early stage of their development. The Company cannot yet carry out regular reliable fair value estimates of some of these investments. Future events or transactions involving the companies invested in may result in more accurate valuations of their fair values (either upwards or downwards) which may affect the Company's overall net asset value.
As summarised in note 10 the Company has investments held at year end of US$40,446,656 (2024: US$97,634,716) classified as level 2 in the fair value hierarchy, valued on a comparable company analysis basis. The Company has a further US$163,023,081 (2024: US$85,808,119) classified as level 3, valued at cost or price of recent investment (less any currency exchange related impairment charges). Generally, when impairments are used in the comparable company valuation methodology, impairments are allocated on a 50%-66% basis when management determine that there is increased uncertainty over the investee's business prospects and/or exit strategy, or a 100% basis when management determine that the investment is unlikely to be recovered. Readers of these financial statements should consider the inherent uncertainty principle involved when considering these investment valuations.
3. Gains/(Losses) on investments
|
|
For the year ended |
For the year ended |
|
|
USD |
USD |
|
Gross interest income from convertible notes receivable |
- |
3,098 |
|
Net interest income from convertible notes receivable |
- |
3,098 |
|
Gains/(Losses) on changes in fair value of financial assets at FVPL |
17,867,862 |
(1,078,442) |
|
Impairment of receivables |
- |
(70,504) |
|
Other gains on investment |
899 |
8,064 |
|
Total net gains/(losses) on investments |
17,868,761 |
(1,137,784) |
During the year ended 31 December 2025, there was no impairment of receivables. During the year ended 31 December 2024, impairment losses related to receivables for previously disposed investments of US$70,504 were recognised.
4. Segmental analysis
Geographic information
The Company has investments in the following geographic areas: the USA, Estonia, the United Kingdom, Ireland and the Cayman Islands.
Non‑current financial assets
|
|
USA |
Cayman |
Estonia |
United |
Ireland |
Total |
|
As at 31/12/ 2025 |
USD |
USD |
USD |
USD |
USD |
USD |
|
Equity investments |
84,600,044 |
500,000 |
79,850,002 |
31,585,147 |
561,499 |
197,096,692 |
|
Convertible notes & SAFEs |
18,386,386 |
- |
469,760 |
- |
- |
18,856,146 |
|
Total |
102,986,430 |
500,000 |
80,319,762 |
31,585,147 |
561,499 |
215,952,838 |
|
|
USA |
Cayman |
Estonia |
United |
Total |
|
As at 31/12/ 2024 |
USD |
USD |
USD |
USD |
USD |
|
Equity investments |
78,382,247 |
- |
69,145,646 |
33,551,818 |
181,079,711 |
|
Convertible notes & SAFEs |
19,963,252 |
515,000 |
465,975 |
- |
20,944,227 |
|
Total |
98,345,499 |
515,000 |
69,611,621 |
33,551,818 |
202,023,938 |
5. Administrative expenses
Administrative expenses include the following amounts:
|
|
For the year ended |
For the year ended |
|
|
USD |
USD |
|
Staff expenses (note 6) |
978,862 |
908,856 |
|
Professional fees |
258,467 |
267,534 |
|
Legal fees |
9,391 |
20,749 |
|
Bank and LSE charges |
17,801 |
20,950 |
|
Audit fees |
63,123 |
47,902 |
|
Accounting fees |
20,263 |
19,400 |
|
Other expenses |
92,231 |
91,945 |
|
|
1,440,138 |
1,377,336 |
6. Staff expenses
|
|
For the year ended |
For the year ended |
|
|
USD |
USD |
|
Directors' fees |
254,311 |
234,856 |
|
Wages and salaries |
724,551 |
674,000 |
|
|
978,862 |
908,856 |
Fees and salaries shown above include fees and salaries relating to the year ended 31 December 2025.
The Directors' fees for 2025 were as follows:
|
|
For the year ended |
For the year ended |
|
|
USD |
USD |
|
Alexander Selegenev |
134,374 |
125,000 |
|
Yuri Mostovoy |
64,500 |
60,000 |
|
James Joseph Mullins |
34,115 |
30,680 |
|
Andrea Nastaj |
21,322 |
19,176 |
|
|
254,311 |
234,856 |
The Directors' fees shown above are all classified as 'short term employment benefits' under International Accounting Standard 24. The Directors do not receive any pension contributions or other benefits. The average number of staff employed (excluding Directors) by the Company during the year was 7 (2024: 7).
Key management personnel of the Company are defined as those persons having authority and responsibility for the planning, directing and controlling the activities of the Company, directly or indirectly. Key management of the Company are therefore considered to be the Directors of the Company. There were no transactions with the key management, other than their fees and reimbursement of business expenses.
Under the Company's Bonus Plan, subject to achieving a minimum hurdle NAV and high watermark conditions, the team receives an annual cash bonus equal to 10% of the net increases in the Company's NAV, adjusted for any changes in the Company's equity capital resulting from issuance of new shares, dividends, share buy‑backs and similar corporate transactions. The Company`s bonus year runs from 1 January to 31 December. As the Company's adjusted NAV did not exceed the previously achieved high watermark during the financial year, no bonus accrued for the year ended 31 December 2025.
7. Net finance income
|
|
For the year ended |
For the year ended |
|
|
USD |
USD |
|
Interest income |
163,050 |
340,996 |
|
Other financial income |
18,875 |
- |
|
|
181,925 |
340,996 |
8. Income tax expense
The Company is incorporated in Jersey. No tax reconciliation note has been presented as the Company's current income tax rate in Jersey is 0%.
9. Gain/ (Loss) per share
The calculation of basic gain per share is based upon the net income for the year ended 31 December 2025 attributable to the ordinary shareholders of US$16,600,308 (2024: net loss US$2,198,061) and the weighted average number of ordinary shares outstanding calculated as follows:
|
Gain per share |
For the year ended |
For the year ended |
|
Basic gain/(loss) per share (cents per share) |
52.86 |
(6.99) |
|
Gain/(Loss) attributable to equity holders of the entity |
16,600,308 |
(2,198,061) |
The weighted average number of ordinary shares outstanding was calculated as follows:
|
|
For the year ended |
For the year ended |
|
Weighted average number of shares in issue |
|
|
|
Ordinary shares |
31,401,519 |
31,451,538 |
|
|
31,401,519 |
31,451,538 |
10. Non‑current financial assets
Reconciliation of fair value measurements of non‑current financial assets:
|
|
At 31 December 2025 |
At 31 December 2024 |
|
Investments held at fair value through profit and loss, USD: |
|
|
|
‑ listed shares (i) |
12,483,101 |
18,581,103 |
|
‑ unlisted shares (ii) |
184,613,591 |
162,498,608 |
|
‑ promissory notes (iii) |
2,560,000 |
2,611,775 |
|
‑ SAFEs (iv) |
16,296,146 |
18,332,452 |
|
|
215,952,838 |
202,023,938 |
|
|
At 31 December 2025 |
At 31 December 2024 |
|
|
USD |
USD |
|
Opening valuation |
202,023,938 |
203,086,676 |
|
Purchases (including consulting fees) |
1,529,000 |
5,928,341 |
|
Disposal proceeds |
(5,467,962) |
(5,912,637) |
|
Impairment losses in the year |
(2,178,771) |
(4,358,118) |
|
Realised gain |
1,297,432 |
1,100,592 |
|
Unrealised gains |
18,749,201 |
2,179,084 |
|
Closing valuation |
215,952,838 |
202,023,938 |
|
Movement in unrealised gains |
|
|
|
Opening accumulated unrealised gains |
131,862,993 |
133,189,507 |
|
Unrealised gains |
18,749,201 |
1,928,434 |
|
Transfer of previously unrealised losses from realised reserve on disposal of investments |
(2,072,177) |
(3,254,948) |
|
Closing accumulated unrealised gains |
148,540,017 |
131,862,993 |
Impairment losses above represent cost value of investments fully impaired during 2025. The difference between cost and fair value before impairment in the amount of US$1,034,065 (gain) is shown as unrealised gains movement (2024: gain of US$250,650). Total amount of fully impaired investments during 2025 was US$1,144,706 and presented within the column "Write-offs" in the movement for each individual investment below (2024: US$4,107,468).
Reconciliation of investments, if held under the cost and price of recent investment model:
|
Historic cost basis |
|
|
|
Opening book cost |
70,160,945 |
69,897,169 |
|
Purchases (including consulting fees) |
1,529,000 |
5,928,341 |
|
Disposals on sale of investment |
(2,098,353) |
(1,306,447) |
|
Impairment losses in the year |
(2,178,771) |
(4,358,118) |
|
Closing book cost |
67,412,821 |
70,160,945 |
|
Valuation methodology |
|
|
|
Level 1 ‑ Mid‑market price |
12,483,101 |
18,581,103 |
|
Level 2 ‑ Comparable company analysis |
40,446,656 |
97,634,716 |
|
Level 3 ‑ Cost or price of recent investment |
163,023,081 |
85,808,119 |
|
|
215,952,838 |
202,023,938 |
The estimates significant to the financial statements during the year and at the year‑end is the consideration of the fair value of financial assets at FVPL as set out in the relevant accounting policies shown above. A number of the financial assets at FVPL held by the Company are at an early stage of their development. The Company cannot yet carry out regular reliable fair value estimates of some of these investments. Future events or transactions involving the companies invested in may result in more accurate valuations of their fair values (either upwards or downwards) which may affect the Company's overall net asset value.
Valuation methodologies can be changed from time to time. The following table shows the changes made for 2025 compared to 2024. These investments were held at cost or price of recent investments of the total value of US$76,865,609 as of 31 December 2024:
|
Company name |
2025 |
2024 |
|
Bolt |
Cost or price of recent investment |
Comparable company analysis |
|
Viceversa |
Cost or price of recent investment |
Comparable company analysis |
|
Prodly |
Comparable company analysis |
Cost or price of recent investment |
|
SOAX |
Comparable company analysis |
Cost or price of recent investment |
|
Mobilo (Lulu Systems, Inc) |
Comparable company analysis |
Cost or price of recent investment |
The following table shows the changes made for 2024 compared to 2023. These investments were held at cost or price of recent investments of the total value of US$9,996,813 as of 31 December 2023:
|
Company name |
2024 |
2023 |
|
Affise |
Cost or price of recent investment |
Comparable company analysis |
|
Aurabeat |
Comparable company analysis |
Cost or price of recent investment |
|
FemTech |
Comparable company analysis |
Cost or price of recent investment |
|
Hinterview |
Comparable company analysis |
Cost or price of recent investment |
|
Adwisely |
Comparable company analysis |
Cost or price of recent investment |
|
Bairro |
Comparable company analysis |
Cost or price of recent investment |
|
Viceversa |
Comparable company analysis |
Cost or price of recent investment |
The list of fully impaired or exited investments, in which the Company still maintained ownership as of 31 December 2025, was as follows:
|
Company name |
Investment |
Year of |
|
Rollapp |
350,000 |
2018 |
|
UsingMiles/Help WW/Source Inc. |
250,000 |
2018 |
|
Favim |
300,000 |
2018 |
|
AdInch |
1,000,000 |
2018 |
|
E2C |
124,731 |
2020 |
|
Drupe |
225,000 |
2019 |
|
Virool/Turgo |
600,000 |
2017 |
|
Sixa |
900,000 |
2019 |
|
Usual Beverage Co. |
300,000 |
2022 |
|
StudyFree |
1,000,000 |
2022 |
|
Wanelo |
355,000 |
2023 |
|
Rocket Games (Legionfarm) |
1,650,000 |
2023 |
|
Scalarr |
1,999,999 |
2023 |
|
Academy of Change |
1,000,000 |
2023 |
|
Conte.ai/Postoplan |
1,784,185 |
2023 |
|
Metrospeedy |
1,000,000 |
2023 |
|
BaFood |
2,500,000 |
2023 |
|
Hinterview Limited |
661,743 |
2024 |
|
Hugo Technologies |
595,654 |
2024 |
|
Moeco IoT, Inc |
1,000,000 |
2024 |
|
Rocket Games (LegionFarm) |
69,828 |
2024 |
|
Sharethis |
488,909 |
2024 |
|
Bairro (BAIRRÍSSIMO, LDA) |
1,107,638 |
2024 |
|
GameOn |
1,030,000 |
2024 |
|
Cheetah (Go X) |
350,000 |
2025 |
|
Qumata |
798,771 |
2025 |
|
Aurabeat |
1,030,000 |
2025 |
|
Total |
22,471,458 |
|
Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.
When measuring the fair value of a financial instrument, the Company uses relevant transactions during the year or shortly after the year end, which gives an indication of fair value and considers other valuation methods to provide evidence of value. The "price of recent investment" methodology is used mainly for venture capital investments, and the fair value is derived by reference to the most recent financing round or sizeable partial disposal. Fair value change is only recognised if that round or partial disposal involved a new external investor. From time to time, the Company may assess the fair value in the absence of a relevant independent transaction by relying on other market observable data and valuation techniques, such as the analysis of comparable companies and/or comparable transactions. The nature of such valuation techniques is highly judgmental and dependent on the market sentiment at the time of the analysis.
(i) Equity investments as at 31 December 2025:
|
Investee company |
Date of initial investment |
Value at 1 Jan 2025, USD |
Additions to equity investments during the period, USD |
Conversions from loan notes and SAFEs, USD |
Gain/loss from changes in fair value of equity investments, USD |
Disposals, USD |
Write-offs, USD |
Value at 31 Dec 2025, USD |
Fully diluted equity stake owned |
|
Backblaze |
24.07.2012 |
18,581,103 |
- |
- |
(2,345,704) |
(3,752,298) |
- |
12,483,101 |
5‑10% |
|
Remote.it |
13.06.2014 |
131,200 |
- |
- |
- |
- |
- |
131,200 |
<5% |
|
Bolt |
15.09.2014 |
67,659,570 |
- |
- |
11,358,465 |
(853,447) |
- |
78,164,588 |
<5% |
|
PandaDoc |
11.07.2014 |
8,013,824 |
- |
- |
- |
- |
- |
8,013,824 |
<5% |
|
Fideo Intelligence |
11.01.2018 |
244,506 |
- |
- |
- |
- |
- |
244,506 |
<5% |
|
Scentbird |
13.04.2015 |
14,074,244 |
- |
- |
8,528,115 |
- |
- |
22,602,359 |
<5% |
|
Workiz |
16.05.2016 |
3,971,659 |
- |
- |
- |
- |
- |
3,971,659 |
<5% |
|
Hugo |
19.01.2019 |
- |
- |
- |
160,052 |
(160,052) |
- |
- |
<5% |
|
Inquisitive |
25.02.2019 |
905,656 |
- |
- |
- |
- |
- |
905,656 |
<5% |
|
Qumata |
06.06.2019 |
454,706 |
- |
- |
- |
- |
(454,706) |
- |
<5% |
|
eAgronom |
31.08.2018 |
372,913 |
- |
- |
50,021 |
- |
- |
422,934 |
<5% |
|
Timbeter |
05.12.2019 |
207,100 |
- |
- |
27,780 |
- |
- |
234,880 |
<5% |
|
3S Money Club |
07.04.2020 |
18,578,690 |
- |
- |
1,367,193 |
- |
- |
19,945,883 |
10‑15% |
|
Virtual Mentor (Allright) |
12.11.2020 |
772,500 |
- |
- |
- |
- |
- |
772,500 |
<5% |
|
NovaKid |
13.11.2020 |
2,949,855 |
- |
- |
- |
- |
- |
2,949,855 |
<5% |
|
Viceversa |
17.11.2020 |
1,521,039 |
- |
- |
(959,540) |
- |
- |
561,499 |
<5% |
|
Accern |
21.08.2019 |
30,000 |
- |
- |
- |
(30,000) |
- |
- |
<5% |
|
Feel |
13.08.2020 |
3,801,910 |
- |
- |
279,780 |
- |
- |
4,081,690 |
5‑10% |
|
Affise |
18.09.2019 |
2,611,317 |
- |
- |
- |
- |
- |
2,611,317 |
5‑10% |
|
3D Look |
03.03.2021 |
500,000 |
- |
- |
- |
- |
- |
500,000 |
<5% |
|
FemTech |
30.03.2021 |
450,515 |
- |
- |
33,153 |
- |
- |
483,668 |
5‑10% |
|
Muncher |
23.04.2021 |
1,426,849 |
- |
- |
- |
- |
- |
1,426,849 |
5‑10% |
|
CyberWrite |
20.05.2021 |
1,156,341 |
- |
- |
- |
- |
- |
1,156,341 |
<5% |
|
Outvio |
22.06.2021 |
517,750 |
- |
- |
69,450 |
- |
- |
587,200 |
<5% |
|
Collectly |
13.07.2021 |
6,449,328 |
- |
- |
- |
- |
- |
6,449,328 |
<5% |
|
VertoFX |
16.07.2021 |
1,132,999 |
- |
- |
- |
- |
- |
1,132,999 |
<5% |
|
EstateGuru |
06.09.2021 |
388,313 |
- |
- |
52,087 |
- |
- |
440,400 |
<5% |
|
Prodly |
09.09.2021 |
1,800,000 |
- |
- |
(900,000) |
- |
- |
900,000 |
<5% |
|
Sonic Jobs |
15.09.2021 |
888,220 |
- |
- |
(676,869) |
- |
- |
211,351 |
<5% |
|
OneNotary (Adorum) |
01.10.2021 |
- |
- |
924,377 |
- |
- |
- |
924,377 |
<5% |
|
EdVibe (Study Space, Inc) |
02.11.2021 |
750,000 |
- |
- |
- |
- |
- |
750,000 |
5‑10% |
|
1Fit (Alippe, Inc) |
24.12.2021 |
1,580,320 |
- |
- |
- |
- |
- |
1,580,320 |
<5% |
|
Agendapro |
03.09.2021 |
910,609 |
- |
- |
(16,432) |
- |
- |
894,177 |
<5% |
|
Laundryheap |
28.01.2022 |
2,951,082 |
- |
- |
217,168 |
- |
- |
3,168,250 |
<5% |
|
My Device Inc |
30.11.2021 |
1,789,241 |
- |
- |
491,719 |
- |
- |
2,280,960 |
5‑10% |
|
SOAX |
21.01.2022 |
4,000,000 |
- |
- |
(1,000,000) |
- |
- |
3,000,000 |
5‑10% |
|
Spin.ai |
17.12.2018 |
964,102 |
- |
- |
1,097,434 |
- |
- |
2,061,536 |
<5% |
|
Jome |
16.02.2024 |
1,030,000 |
- |
- |
- |
- |
- |
1,030,000 |
<5% |
|
ScaleAI |
16.10.2024 |
514,157 |
- |
- |
708,501 |
(564,655) |
- |
658,003 |
|
|
Phoenix |
29.05.2023 |
1,300,020 |
- |
- |
- |
- |
- |
1,300,020 |
<5% |
|
Montera |
02.08.2023 |
721,000 |
- |
- |
- |
- |
- |
721,000 |
<5% |
|
Rain Technologies Inc. |
17.10.2023 |
- |
- |
1,865,389 |
- |
- |
- |
1,865,389 |
<5% |
|
Praktika.ai Company |
29.12.2023 |
4,977,073 |
- |
- |
- |
- |
- |
4,977,073 |
<5% |
|
Leasy Holdings Limited |
19.12.2025 |
- |
500,000 |
- |
- |
- |
- |
500,000 |
<5% |
|
Total |
|
181,079,711 |
500,000 |
2,789,766 |
18,542,373 |
(5,360,452) |
(454,706) |
197,096,692 |
|
(ii) Convertible loan notes as at 31 December 2025:
|
Investee company |
Date of initial investment |
Value at 1 Jan 2025, USD |
Additions to convertible note investments during the period, USD |
Conversions to equity, USD |
Gain/loss from changes in fair value of convertible loan notes, USD |
Disposals, |
Write-offs, USD |
Value at 31 Dec 2025, USD |
|
Timbeter |
05.12.2019 |
51,775 |
- |
- |
5,735 |
(57,510) |
- |
- |
|
MedVidi |
27.09.2021 |
2,560,000 |
- |
- |
- |
- |
- |
2,560,000 |
|
Total |
|
2,611,775 |
- |
- |
5,735 |
(57,510) |
- |
2,560,000 |
(iii) SAFEs as at 31 December 2025:
|
Investee company |
Date of initial investment |
Value at 1 Jan 2025, USD |
Additions to SAFE investments during the period, USD |
Conversions to equity, USD |
Gain/loss from changes in fair value of SAFE investments, USD |
Disposals, USD |
Write-offs, USD |
Value at 31 Dec 2025, USD |
|
Cheetah (Go X) |
29.07.2019 |
175,000 |
- |
- |
- |
- |
(175,000) |
- |
|
Adwisely |
24.09.2019 |
800,000 |
- |
- |
- |
- |
- |
800,000 |
|
Aurabeat |
03.05.2021 |
515,000 |
- |
- |
- |
- |
(515,000) |
- |
|
Synder (CloudBusiness Inc) |
26.05.2021 |
3,428,571 |
- |
- |
- |
- |
- |
3,428,571 |
|
OneNotary (Adorum) |
01.10.2021 |
924,377 |
- |
(924,377) |
- |
- |
- |
- |
|
Educate online |
16.11.2021 |
5,694,915 |
- |
- |
- |
- |
- |
5,694,915 |
|
Mobilo (Lulu Systems, Inc) |
09.12.2021 |
1,885,000 |
- |
- |
(1,211,100) |
(50,000) |
- |
623,900 |
|
1Fit (Alippe, Inc) |
19.04.2023 |
500,000 |
- |
- |
- |
- |
- |
500,000 |
|
Rain Technologies Inc. |
17.10.2023 |
1,865,389 |
- |
(1,865,389) |
- |
- |
- |
- |
|
Entytech OU |
20.06.2024 |
414,200 |
- |
- |
55,560 |
- |
- |
469,760 |
|
For Good AI Inc. (Zencoder) |
20.09.2024 |
1,030,000 |
- |
- |
- |
- |
- |
1,030,000 |
|
Rhinocorn Inc |
13.12.2024 |
600,000 |
400,000 |
- |
520,000 |
- |
- |
1,520,000 |
|
Expert Remote Inc (Global Work AI) |
30.12.2024 |
500,000 |
129,000 |
- |
1,100,000 |
- |
- |
1,729,000 |
|
Spendbase Inc |
15.01.2025 |
- |
500,000 |
- |
- |
- |
- |
500,000 |
|
Total |
|
18,332,452 |
1,029,000 |
(2,789,766) |
464,460 |
(50,000) |
(690,000) |
16,296,146 |
11. Trade and other receivables
|
|
At 31 December 2025 |
At 31 December 2024 |
|
|
USD |
USD |
|
Prepayments |
56,895 |
44,352 |
|
Other receivables |
20,201 |
20,201 |
|
|
77,096 |
64,553 |
The fair value of trade and other receivables approximate to their carrying amounts as presented above.
Other receivables as of 31 December 2025 and as of 31 December 2024 represented amounts due from the disposed investment in Hugo.
Expected credit loss model under IFRS 9 has not been applied with respect to receivables due to this being inappropriate for the above receivables.
12. Cash and cash equivalents
The cash and cash equivalents as at 31 December 2025 included cash and cash equivalents in banks and brokers.
Cash and cash equivalents comprised the following:
|
|
At 31 December 2025 |
At 31 December 2024 |
|
|
USD |
USD |
|
Treasury bills |
- |
2,473,851 |
|
Bank balances |
5,013,050 |
2,726,977 |
|
|
5,013,050 |
5,200,828 |
The following table represents an analysis of cash and equivalents by rating agency designation based on Moody`s rating or their equivalent:
|
|
At 31 December 2025 |
At 31 December 2024 |
|
Bank balances |
USD |
USD |
|
C rating |
27,128 |
88,982 |
|
Caa2 rating |
2,394,647 |
2,606,210 |
|
Baa3 rating |
- |
882 |
|
Baa2 rating |
131 |
- |
|
Aaa rating |
100,433 |
- |
|
Not rated |
2,490,711 |
30,903 |
|
|
5,013,050 |
2,726,977 |
|
|
At 31 December 2025 |
At 31 December 2024 |
|
Treasury bills |
USD |
USD |
|
Aaa rating |
- |
2,473,851 |
|
|
- |
2,473,851 |
13. Trade and other payables
|
|
At 31 December 2025 |
At 31 December 2024 |
|
|
USD |
USD |
|
Salaries payable |
13,200 |
59,500 |
|
Directors' fees payable |
18,367 |
11,891 |
|
Bonuses payable |
153,300 |
1,206,217 |
|
Trade payables |
33,315 |
44,037 |
|
Other current liability |
- |
45 |
|
Accruals |
40,509 |
53,987 |
|
|
258,691 |
1,375,677 |
The fair value of trade and other payables approximate to their carrying amounts as presented above.
14. Share capital
On 31 December 2025 the Company had an authorised share capital of unlimited ordinary shares of no par value and had issued ordinary share capital of:
|
|
At 31 December 2025 |
At 31 December 2024 |
|
|
USD |
USD |
|
Share capital |
52,455,315 |
53,283,415 |
|
Issued capital comprises: |
Number |
Number |
|
Fully paid ordinary shares |
30,961,538 |
31,451,538 |
|
|
Number of shares |
Number of shares |
|
Balance at 31 December 2024 |
31,451,538 |
31,451,538 |
|
Buy back and cancellation of shares |
(490,000) |
- |
|
Balance at 31 December 2025 |
30,961,538 |
31,451,538 |
The Company successfully completed a share buyback programme, in which a total of 651,688 TMT shares were bought at a weighted average price of US$2.65 per share for a total consideration of US$1,729,657. In 2025, 490,000 TMT shares were cancelled for a total consideration of US$1,300,518. At the year end, the Company owned 161,688 of its own shares, which had been acquired for a total consideration of US$429,139, and which were subsequently cancelled in January 2026.
15. Capital management
The capital structure of the Company consists of equity share capital, reserves, and retained earnings.
The Board's policy is to maintain a strong capital base so as to maintain investor and market confidence and to enable the successful future development of the business.
The Company is not subject to externally imposed capital requirements.
No changes were made to the objectives, policies and process for managing capital during the year.
16. Financial risk management and financial instruments
The Company has identified the following risks arising from its activities and has established policies and procedures to manage these risks. The Company's principal financial assets are cash and cash equivalents, investments in equity shares, and convertible notes receivable.
Credit risk
As at 31 December 2025 the largest exposure to credit risk related to convertible notes receivable and SAFEs of US$18,856,146 (as at 31 December 2024 ‑ US$20,944,227), and cash and cash equivalents of US$5,013,050 (as at 31 December 2024 ‑ US$5,200,828).
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each investee company. The credit quality of investments in equity shares and convertible promissory notes is based on the financial performance of the individual portfolio companies. For those assets that are not impaired it is believed that the risk of default is small and that capital repayments and interest payments will be made in accordance with the agreed terms and conditions of the Company's investment. In other cases, an appropriate asset impairment is recorded to reflect the fair value. The exposure to credit risk is approved and monitored on an ongoing basis individually for all significant investee companies.
The exposure risk is reduced because the counterparties are banks with high credit ratings ("BBB+" Liquidity banks) assigned by international credit rating agencies. The Directors intend to continue to spread the risk by holding the Company's cash reserves in more than one financial institution.
(i) Exposure to credit risk
The carrying amount of the following assets represents the maximum credit exposure. The maximum exposure to credit risk as at 31 December was as follows:
|
|
At 31 December 2025 |
At 31 December 2024 |
|
|
USD |
USD |
|
Convertible notes receivable & SAFEs |
18,856,146 |
20,944,227 |
|
Trade and other receivables |
77,096 |
64,553 |
|
Cash and cash equivalents |
5,013,050 |
5,200,828 |
|
|
23,946,292 |
26,209,608 |
Market risk
The Company's financial assets are classified as financial assets at FVPL. The measurement of the Company's investments in equity shares and convertible notes is largely dependent on the underlying trading performance of the investee companies, but the valuation and other items in the financial statements can also be affected by fluctuations in interest and currency exchange rates.
Foreign currency risk management
The Company is exposed to foreign currency risks on investments and salary and director remuneration payments that are denominated in a currency other than the functional currency of the Company. The currency giving rise to this risk is primarily GBP and EUR. The exposure to foreign currency risk as at 31 December 2025 was as follows:
|
|
At 31 December 2025 |
At 31 December 2025 |
At 31 December 2024 |
At 31 December 2024 |
|
|
GBP |
EUR |
GBP |
EUR |
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
22,972 |
52,781 |
77,530 |
14,305 |
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
(32,886) |
- |
(38,903) |
- |
|
Net (short)/ long position |
(9,914) |
52,781 |
38,627 |
14,305 |
|
Net exposure currency |
(7,370) |
44,943 |
30,830 |
13,815 |
|
Net exposure currency (assuming a 10% movement in exchange rates) |
(8,923) |
47,503 |
34,764 |
12,875 |
|
Impact on exchange movements in the statement of comprehensive income |
(991) |
5,278 |
3,863 |
1,431 |
The foreign exchange rates of the USD at 31 December were as follows:
|
|
31/12/2025 |
31/12/2024 |
|
Currency |
|
|
|
British pounds |
1.3451 |
1.2529 |
|
Euro |
1.1744 |
1.0355 |
This analysis assumes that all other variables, in particular interest rates, remain constant.
Fair value and liquidity risk management
The Company's approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company.
The Company has low liquidity risk due to maintaining adequate banking facilities, by continuously monitoring actual cash flows and by matching the maturity profiles of financial assets and current liabilities.
As at 31 December 2025, the cash and equivalents of the Company were US$5,013,050. As at 31 December 2024, the cash and equivalents of the Company were US$5,200,828
The following are the maturities of current liabilities as at 31 December 2025:
|
|
Carrying amount |
Within one year |
2‑5 |
More than 5 years |
|
|
USD |
USD |
USD |
USD |
|
Salaries |
13,200 |
13,200 |
- |
- |
|
Directors' fees payable |
18,367 |
18,367 |
- |
- |
|
Bonuses payable |
153,300 |
153,300 |
- |
- |
|
Trade payables |
33,315 |
33,315 |
- |
- |
|
Other current liabilities |
- |
- |
- |
- |
|
Accruals |
40,509 |
40,509 |
- |
- |
|
|
258,691 |
258,691 |
- |
- |
The following table analyses the fair values of financial instruments measured at fair value by the level in the fair value hierarchy as at 31 December 2025:
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
USD |
USD |
USD |
USD |
|
Financial assets |
|
|
|
|
|
Financial assets at FVPL |
12,483,101 |
40,446,656 |
163,023,081 |
215,952,838 |
|
|
12,483,101 |
40,446,656 |
163,023,081 |
215,952,838 |
17. Related party transactions
The Company's Directors receive fees and bonuses from the Company, details of which can be found in Note 6.
18. Equity
Share capital
This represents the value of shares that have been issued by the Company as at the date of issue.
Own shares for cancellation
This company's own shares that have been repurchased and are intended to be cancelled, resulting in a reduction of the company's issued share capital.
Retained earnings
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company's shareholders.
19. Subsequent events
TMT received a US$1.5 million cash consideration for the disposal of 75% of its equity stake in Spin Technology, Inc, trading as Spin.ai.
At the end of 2025, the Company executed a share buyback programme for approximately US$1.7 million, with a portion of the acquired TMT shares cancelled after the year-end. As a result, in January 2026, TMT cancelled 161,688 ordinary shares, which had been acquired for an aggregate consideration of US$429,139.
20. Control
The Company is not controlled by any one party. Details of significant shareholders are shown in the Directors' Report.