Catenai : Annual Report & Financial Statements 2024

About this update from Catenai Plc

Annual Report & Financial Statements Year Ended 31 December 2024 Company No. 04689130 Catenai Plc Annual report and financial statements for the year ended 31 December 2024 Contents Chairman's Statement 1 Board of Directors 3 Strategic Report for the year ended 31 December 2024 4 Report of the Directors for the year ended 31 December 2024 7 Report of the independent auditors 21 Statement of comprehensive income 26 Statement of financial position 27 Statement of cash flows 28 Statement of changes in equity 29 Notes to the financial statements 30 Catenai Plc is referred to in this document as "Catenai" or the "Company". Chairman's Statement Business and performance review The Company identified Klarian Ltd in late 2023 and subsequently raised funds to lend to Klarian via a convertible loan note in May 2024. The terms included fees rather than interest which amounted to £117,500. The redemption date was originally 31 December 2024 but due to Klarian's ongoing negotiations with potential customers and other investors, it was agreed to extend the repayment date to 30 June 2025. Subsequent to the year end, Klarian confirmed it intended to repay the loan note in full. Consequently the Company looked for another investment and this resulted in the transaction with Alludium in May 2025. On 26 June 2025, we announced a significant fundraise and creation of BTC focused Treasury. Full details are contained in the announcements made. Board changes In March 2024, Guy Meyer resigned and Sarfraz Munshi was appointed as a non-executive director. John Farthing combined his existing CFO position with that of interim CEO. Financial overview The Company made a net loss for the year of £128,174 (2023: £261,318). Revenues for the year were £131,500 (2023: £28,670). The Company has a statement of financial position at the year-end showing net assets of £404,568 (2023 net liabilities: £433,158). Working capital and fund raisings During the year, the Company received £720,000 cash from share placings and settled £292,700 of liabilities by the issue of shares. Company strategy The Board continues to focus on organic growth, building on existing customer relationships and attracting new clients, and also on identifying and exploring strategic acquisitions to build the Company and improve shareholder value. Operational KPIs These are: number of customers; number of repeat orders; number of acquisition opportunities reviewed; and bank balance. Current Trading and Outlook We continue to seek additional work from customers and develop the relationship with Alludium Ltd. The recent fundraise and creation of BTC Treasury puts the Company in an excellent cash position. I would like to thank the team at Catenai for their commitment and tenacity in pursuing every opportunity to bring new business into the Company. ‌Post period end After the year end the Company improved its balance sheet by raising gross proceeds of up to £2,350,000 through share issues and £36,000 from the exercise of warrants. Please refer to note 22 for further details. Brian Thompson Chairman 27 June 2025 Board of Directors Directors as at 27 June 2025 Brian Thompson, Non-Executive Chairman appointed 24 April 2020 John Farthing, Interim Chief Executive Officer and Chief Financial Officer appointed 24 April 2020 Sarfraz Munshi, Non-Executive Director appointed 28 March 2024 Company Secretary John Farthing appointed 31 August 2019 Company Information Registered in England Company no: 04689130 Auditors: MAH, Chartered Accountants 154 Bishopsgate, London EC2M 4LN Nominated Adviser: Cairn Financial Advisers LLP 9 th Floor, 107 Cheapside, London, EC2V 6DN Brokers: Shard Capital Partners LLP 3 rd Floor, 70 St Mary Axe, London, EC3A 8BE Registrars : Avenir Registrars Ltd 5 St John's Street, London, EC1M 4BH Registered office: Catenai Plc, 27 Old Gloucester Street, London WC1N 3AX Trading Address: Catenai Plc, 26/27 Lansdowne Terrace, Newcastle NE3 1HP Telephone: +44 (0) 20 7183 8666 Email: [email protected] Website: https://www.catenaiplc.com ‌Strategic Report for the year ended 31 December 2024 Results and dividends The results of the Company for the year are set out on page 26 of this report and show the loss for the year of £128,174 (2023: £261,318) with total revenues of £131,500 (2023: £28,670). The Directors are unable to recommend the payment of a dividend (2023: nil). Principal activities, review of business and future developments A review of the year is held within the Chairman's Statement above. The Company offers its shareholders exposure to the digital media and fintech sectors. Key performance indicators ("KPIs") A review of the business of the Company, together with comments on future developments is given in the Chairman's Statement. The board monitors the Company's performance in delivery of strategy by measuring progress against Key Performance Indicators ("KPIs"). These KPIs comprise a number of operational and financial metrics . Year ending 31 December 2024 Operating metrics Number of customers 1 Number of repeat orders 1 Number of acquisition opportunities reviewed 1 Financial metrics Cash £477 Further KPIs may be introduced as the Company evolves. Klarian was the focus of attention in 2024. Principal risks and uncertainties Global pandemics, war, terrorism & other events out of the Company's control The Company's stated business strategy may be adversely affected if the above events impact the technology sector. These or any other adverse events may cause negative impacts on the Company's operations, which could result in reduced income levels for the Company and reduced opportunities for acquisitions. The current macroeconomic situation continues to be a key risk and concern for the Company and could impact its potential for future growth and expansion. Principal risks and uncertainties (continued) Technological Development In order for the Company to remain competitive, technological developments must be followed especially in the event of any technology changes. The Company must continue to increase and improve the functionality, properties and the quality of existing products. Such adaptation is associated with costs that can be significant and are affected by factors that are wholly or partly outside the control of the Company. This means that the level and timing of future operating costs and capital requirements to follow in this development may deviate significantly from current estimates. A lack of ability to follow technological developments, or the costs attributable to any future developments can have a material adverse effect on the Company's operations, financial position, and results. Financial instruments and capital risk management The Company had £nil loans outstanding at the period-end (2023: £nil). The Company's cash reserves during the period were held in bank current and deposit accounts. A detailed description of how the Company manages risks and uncertainty surrounding financial instruments, working capital, interest rates and liquidity is held in note 17 to the financial statements. Events after the reporting period Events after the reporting period are set out in note 22 to the financial statements. Going concern The Board monitors the Company's ability to continue as a going concern. The following is a summary of the Directors' assessment of the going concern status of the Company. The net asset position as at 31 December 2024, being the Company's financial period-end, was £404,568 and the Company made a loss of £128,174 for the period. After the year end the Company improved its balance sheet by raising gross proceeds of £2,386,000 through share issues. The Directors are confident that the Company will achieve its cash flow forecasts and, taking into account the operating initiatives already in place and the funding options available to the Company, have prepared the accounts on a going concern basis. The going concern assumption is also discussed and disclosed in note 1 and 2 to the annual report and accounts. Section 172 statement Section 172 of the Companies Act 2006 (the "Act") requires the Directors to act in good faith and in a way that is most likely to promote the success of the Company for the benefit of its members. In accordance with section 414CZA of the Act, the Directors provide the following statement that describes how they have had regard to the matters set out in section 172(1)(a) to (f) of the Act during the period when performing their duty under section 172. Stakeholder How we engage Investors The Board ensures that all relevant Company announcements are made via the London Stock Exchange's Regulatory News Service and are also available on the Company's website. Employees The Company has one employee who works remotely. There is an open-door policy for any concerns or feedback. The board will continue to evaluate compensation packages that are in line with the company size and growth. Advisers The Company worked closely with its professional advisers throughout the period. The Board maintains close and constant communication with these advisers, consistently seeking their guidance on legal and regulatory issues. Customers The Company is in regular communication via email for any ongoing concerns or questions. Suppliers The Company regularly communicates with its suppliers via email and virtual meetings. The Company is continually evaluating its suppliers to ensure that they are competitive and providing the appropriate services. By order of the Board Brian Thompson Chairman 27 June 2025 ‌Report of the Directors for the year ended 31 December 2024 The Directors present their report together with the audited financial statements for the year ended 31 December 2024. Directors in the year Brian Thompson, Non-Executive Chairman Edward Guy Meyer, former CEO (resigned 28 March 2024) John Farthing, Interim Chief Executive Officer and Chief Financial Officer (appointed 24 April 2020) Sarfraz Munshi, Non-Executive Director (appointed 28 March 2024) Substantial shareholdings So far as the Company is aware and subject to any new notifications received after 27 June 2025, the following persons have a notifiable interest in the ordinary share capital of the Company (3 per cent or more of the Company's ordinary shares; please note percentages are rounded): Ordinary Shares held at 27 June 2025 Sanderson Capital Partners Ltd 209,033,333 (21.70%) Brian Thompson 34,597,093 (3.59%) Environmental matters The nature of Catenai's business means that it is unlikely to be a major polluter but the Board is mindful of the potential impact on the environment of the Company's activities. The Board recognises its responsibility to the environment in areas such as energy management, paper usage, waste reduction and recycling, and communications. Quoted Companies Alliance (QCA) Governance Code In April 2018, the Quoted Companies Alliance (QCA) published an updated version of its Code which provides UK small and mid-sized companies with a corporate governance framework that is appropriate for a Company of our size and nature. The Board considers the principles and recommendations contained in the QCA Code are appropriate and have therefore chosen to apply the QCA Code. The updated 2018 QCA Code has 10 principles that should be applied. Each principle is listed below together with a short explanation of how the Company applies each of the principles: Principle One: Establish a strategy and business model which promote long-term value for shareholders Application: The board must be able to express a shared view of the company's purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future. Quoted Companies Alliance (QCA) Governance Code (Continued) How we comply with the QCA Code in this area: The purpose of the Group is encapsulated in the expression of its mission, which is to provide leading edge technical solutions to multiple sectors where the associated intellectual property is owned and developed by the Group. This will deliver a profitable and highly-valued business and competitive advantages over other providers of similar services. The key challenges we face include: Communicating changes to business and revised product offerings. We have reviewed our communications strategy and have engaged a leading journalist and a corporate communications organisation (Brand Communications, Brand UK Ltd) to assist in promotion of the Group utilising both print and a variety of social media platforms. The group also attends relevant investor conferences. Delivering continuous availability - a failure in the group's systems could lead to an inability to deliver services. This is addressed by operating redundant systems across multiple datacentres and a comprehensive disaster recovery programme. Recruiting and retaining suitable staff - the group's ability to execute its strategy is dependent on the skills and abilities of its staff. We undertake ongoing initiatives to foster good staff engagement and ensure that remuneration packages are competitive in the market. We believe we have the correct strategy and services in place to deliver growth in sales over the medium to long term. This will enable us to deliver sustainable shareholder value. Departure from Code and Reason: None Principle Two: Seek to understand and meet shareholder needs and expectations Application: Directors must develop a good understanding of the needs and expectations of all elements of the company's shareholder base. The board must manage shareholders' expectations and should seek to understand the motivations behind shareholder voting decisions How we comply with the QCA Code in this area: The Board is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We communicate with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the Annual General Meeting (AGM), and we encourage shareholder's participation in face-to-face meetings. The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group's position and prospects. All reports and press releases are published on the Group's website. The AGM is the principal opportunity for private shareholders to meet and discuss the Group's business with the Directors. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. The CEO of the Board, together with the other director whenever possible, attends the AGM and are available to answer questions raised by shareholders. Shareholders vote on each resolution, by way of a poll. For each resolution we announce the number of votes received for, against and withheld and subsequently publish them on our website. Quoted Companies Alliance (QCA) Governance Code (Continued) There is an open question and answer session during which shareholders may ask questions both about the resolutions being proposed and the business in general. The Directors are also available after the meeting for an informal discussion with shareholders. In addition, we review analysts' notes to achieve a wide understanding of investors' views. This information is considered by the Board when addressing the long-term strategy of the Group and its interaction with stakeholders. Since the period end, the group has engaged Align Research Limited from which it has commissioned the preparation of research that can be made available to all shareholders As the Company is too small to have a dedicated investor relations department, the CEO is responsible for reviewing all communications received from members and determining the most appropriate response. Please use [email protected] to register your enquiry. Departure from Code and Reason: None Principle Three: Take into account wider stakeholder and social responsibilities and their implications for long-term success Application: Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company's stakeholders and understand their needs, interests and expectations. Where matters that relate to the company's impact on society, the communities within which it operates or the environment have the potential to affect the company's ability to deliver Shareholder value over the medium to long-term, then those matters must be integrated into the company's strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups. How we comply with the QCA Code in this area: Staff Stakeholder - Our ability to develop innovative technology and to deliver and fulfil client services relies on having talented and motivated staff. Reason for Engagement - Good two-way communication with staff is a key requirement for high levels of engagement, fostering a culture of innovation. How We Engage - Monthly staff briefings. Invitation to staff to ask questions of management that are answered in the briefings. These have provided insights that have led to enhancement of management practices. Clients Stakeholder - Our success and competitive advantage are dependent upon fulfilling client requirements, particularly in relation to quality of service, its speed of delivery and range of product offerings. Reason for Engagement - Understanding current and emerging requirements of clients and the market generally enables us to develop new and enhanced services, together with appropriate technology and related software to support the fulfilment of those services. How We Engage - Seek feedback on services and software systems. Obtain fulfilment metrics employed by clients to measure performance. Quoted Companies Alliance (QCA) Governance Code (Continued) Obtain requests for new services and service enhancements. Suppliers Stakeholder - key suppliers are our datacentre hosting providers and providers of some software. Reason for Engagement - Hosting and datacentre services organisation provide hosting services for the infrastructure that delivers a number of our service. We utilise some 3rd party software within our solutions. How We Engage - We have long term arrangement with multiple providers in geographically diverse locations, to reduce reliance on any one provider. We ensure we have relevant contractual agreements in place. Shareholder Stakeholder - As a public company we must provide transparent, easy-to-understand and balanced information to ensure support and confidence. Reason for Engagement - Meeting regulatory requirements and understanding shareholder sentiments on the business, its prospects and performance of management. How We Engage - Regulatory news releases. Keeping the investor relations section of the website up to date. Participation at investor events. Annual and half-year reports and presentations. AGM Departure from Code and Reason: None Principle Four: Embed effective risk management, considering both opportunities and threats, throughout the organisation Application: The board needs to ensure that the company's risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company's supply chain, from key suppliers to end-customer. Setting strategy includes determining the extent of exposure to the identified. The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board. The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement. Quoted Companies Alliance (QCA) Governance Code (Continued) The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Directors must commit the time necessary to fulfil their roles. How we comply with the QCA Code in this area: The Board is responsible for putting in place and communicating a sound system to manage risk and implement internal control. The Board consider the management of risk is an essential business practice and is reviewed and addressed regularly at monthly Board meetings. Within the scope of the annual audit, specific risks are evaluated in detail, including in relation to liquidity, credit, currency, capital and interest rates. Staff are reminded on a regular basis that they should seek approval from the CEO if they, or their families, plan to trade in the Group's shares. Note 13 in the Company's annual report and accounts lists specific financial risk factors impacting the Company. Departure from Code and Reason: None Principle Five: Maintain the board as a well-functioning, balanced team led by the chair Application: The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board. The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement. The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Directors must commit the time necessary to fulfil their roles. How we comply with the QCA Code in this area: The Board currently consists of three Directors of which two are non-executive and one is executive. The Company is committed to appoint additional non-executive and executive Board members as the business expands. Brian Thompson, Non-executive Chairman, John Farthing, Interim CEO & Chief Financial Officer, Sarfraz Munshi, Non-executive Director. Quoted Companies Alliance (QCA) Governance Code (Continued) The members of the Board have a collective responsibility and legal obligation to promote the interests of the Group and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the interim CEO. The Board has considered succession planning for Board members and has concluded that given the current size of the Company it is impractical to consider a traditional succession plan. This decision will be reviewed on an annual basis. Non-executive directors are required to attend 10-12 board meetings per year in London and to be available at other times as required for face-to-face and telephone meetings with the executive team (and investors where appropriate). The Board meets on a monthly basis, with additional phone meetings occurring as needed. Minutes of each meeting are provided to all Board members for review. Meetings held during the 12 month period under review and the attendance of the directors is summarised below: Board Possible Executive Directors Guy Meyer 3/3 John Farthing 12/12 Non-Executive Directors Sarfraz Munshi 9/9 Brian Thompson 12/12 The Company has a remuneration committees and an audit committee, both of which are chaired by the Non-executive director. The Audit Committee considers the annual and interim financial statements and the audit plan. The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the financial statements and internal control systems. The Remuneration Committee is responsible for reviewing the performance of the senior executives and for determining their levels of remuneration. Departure from Code and Reason: Albeit the board as currently structured does not meet the recommendations of the Code (that is to say having 2 non-executive directors) the board believes that it still operates effectively and re-emphasises its commitment to appoint a two independent non-executive directors when the opportunity arises. Principle Six: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities Application: The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition. Quoted Companies Alliance (QCA) Governance Code (Continued) The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board. As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change How we comply with the QCA Code in this area: All members of the Board bring relevant sector experience to the Company within the media and technology sector. The Board believe that the blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy. Directors attend seminars and other regulatory and trade events to ensure that their knowledge remains current. Shareholders are given the opportunity to re-elect Directors at the Annual General Meeting of the Company. Any Directors appointed since the last AGM are open to shareholder vote along with one third of the existing Directors and all Directors are re-elected at least every 3 years. A profile of each of the Directors of the Company is set out below John Farthing - Interim CEO & Chief Financial Officer Mr Farthing qualified as a Chartered Accountant in 1988. Following a career in stockbroking, John has experience working with both UK listed as well as private companies. John is also a Chartered Fellow of the Chartered Institute for Securities & Investment and a Liveryman of the Worshipful Company of World Traders. John was appointed to the board on 24th April 2020 and was appointed Interim CEO on 28th March 2024. Brian Thompson - Non-Executive Chairman Mr Thompson is an entrepreneur and is the founder owner of Newcastle-based B.T.I.C. Ltd, a successful business that has operated in the insurance industry since 1985. He is also a director of Third Eye Neurotech Ltd. Brian was appointed to the board on 24th April 2020. Sarfraz Munshi - Non-Executive Director Mr Munshi has over 10 years of experience in the financial industry. His expertise includes managing and advising hedge funds and clients in global markets, transacting over £1bn of assets in both private and public transactions across a variety of sectors. Sarfraz has a BSc with Honours in Economics in the First Class from the University of Nottingham. Sarfraz was appointed to the board on 28th March 2024. Departure from Code and Reason: None Principle Seven: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement Application: The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors. The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team. It is healthy for membership of the board to be periodically Quoted Companies Alliance (QCA) Governance Code (Continued) refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable. How we comply with the QCA Code in this area: The board currently does not have a formal evaluation process. The board is committed to implement a formal review process in next 12 months. The board does review its performance on an informal basis in an ad-hoc manner. As a result of the reviews that have occurred a number of refinements in working practices were identified as a result of this exercise and have since been adopted. Departure from Code and Reason: The Company has yet to carry out a formal assessment of board effectiveness. The board will keep this under consideration and put in place procedures when it is felt appropriate. Principle Eight: Promote a corporate culture that is based on ethical values and behaviours Application: The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage. The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company. The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company How we comply with the QCA Code in this area: The Company maintains and annually reviews a Staff Handbook that includes clear guidance on what is expected of every employee and officer of the Company Adherence of these standards is a key factor in the evaluation of performance within the company, including during annual performance reviews. The Company also adopts five core values which it believes is at the heart of delivering long-term growth being: We place our customers first, putting ourselves in their shoes to understand the current and future needs of those who use our products and services, and always striving to exceed their expectations. We have an enduring positive attitude that stems from being self-motivated, adaptable and agile and feeling fully empowered to make a difference, speaking out with ideas and suggestions to make things better. We are team players who recognise that the Company is a company worth much more than the sum of its parts, we are passionate about communicating with colleagues and with our customers and are committed to learning from one another We are committed to innovation in what we do and how we do it, as well as to working smarter rather than harder to reduce costs, increase efficiency and make lives easier by being creative, Quoted Companies Alliance (QCA) Governance Code (Continued) pragmatic and different. We respect one another and are courteous, honest and straightforward in all our dealings. We honour diversity, individuality and personal differences, and are committed to conducting our business with the highest personal, professional and ethical standards. The board believes that a culture that is based on the five core values is a competitive advantage and consistent with fulfilment of the group's mission and execution of its strategy. Departure from Code and Reason: None Principle Nine: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board Application: The company should maintain governance structures and processes in line with its corporate culture and appropriate to its: size and complexity; and capacity, appetite and tolerance for risk. The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company. How we comply with the QCA Code in this area: The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of matters that are reserved as the responsibility of the Board. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the Group implements. The Chief Executive Officer leads the development of business strategies within the Group's operations. The Board has considered mechanisms by which the business and the financial risks facing the Group are managed and reported to the Board. The principal business and financial risks have been identified and control procedures implemented. The Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk and to provide reasonable but not absolute assurance with regard to the safeguarding of the Group's assets against misstatement or loss. The Board currently consists of three Directors of which two are Executive Directors and one Non- Executive Director. It is the Board's intention to appoint additional Directors as the business expands. The Board considers that there will be an appropriate balance between the Executives and Non-executives and that no individual or small group dominates the Board's decision making. The Board's members have a wide range of expertise and experience and it is felt that concerns may be addressed to the Non-executive Director. The Board has delegated certain authorities to the audit and remuneration committees, each with formal terms of reference. Internal Controls The Board has ultimate responsibility for the Group's system of internal control and for reviewing Quoted Companies Alliance (QCA) Governance Code (Continued) its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the Group. The principal elements of the Group's internal control system for which the Board has responsibility include: Close management of the day to day activities of the Group by the executive Directors; An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision making and rapid implementation whilst minimising risks; A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet and cash flow, which is approved by the Board; Detailed monthly reporting of performance against budget; and Central control over key areas such as capital expenditure authorisation and banking facilities. The Group continues to review its system of internal control to ensure compliance with best practice. The Board considers that the introduction of an internal audit function is not appropriate at this juncture. The matters reserved for the Board are: Setting long-term objectives and commercial strategy; Approving changes to the Board structure; Approving resolutions to be put to general meetings of shareholders and the associated documents or circulars; Approving dividend policy and the declaration of dividends; Approving major investments, disposals, capital projects or contracts; Changing the share capital or corporate structure of the Group; and Approving half-year and full-year results and reports. The Board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this code on an annual basis and revise its governance framework as appropriate as the group evolves. Departure from Code and Reason: None Principle Ten: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders Application: A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist: the communication of shareholders' views to the board; and the shareholders' understanding of Quoted Companies Alliance (QCA) Governance Code (Continued) the unique circumstances and constraints faced by the company. It should be clear where these communication practices are described (annual report or website). How we comply with the QCA Code in this area: The Board appreciates the importance of good communications with Shareholders and other relevant stakeholders. The Company website is regularly updated to ensure the communications are available to all. The Group financial statements and notices of General Meetings of the Company can be found here. The results of voting on all resolutions in future general meetings will be posted to the Group's website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 percent of independent shareholders. Shareholders are welcome to contact the Company at 26 Lansdowne Terrace, Newcastle upon Tyne, NE3 1HP to discuss any relevant matters with the board. Departure from Code and Reason: None Communication with shareholders London Stock Exchange notifications are the primary vehicles for communication with shareholders. The annual report and accounts and the interim statement at each half- year are also communicated to shareholders and are distributed to other parties who have expressed an interest in the Company's performance. The London Stock Exchange notifications and the Company results can be viewed on the Company website (www. catenaiplc.com). The AGM is the main shareholder event of the year and provides an opportunity for shareholders to question the Directors. Shareholders who have any queries relating to their shareholdings or to the affairs of Catenai generally are invited to contact the Company Secretary at the Company's registered address. We publish all shareholder information including the AGM Notice of Meeting and Annual Report and Accounts on the Company website at https://www.catenaiplc.com/financial-reports . Reducing the number of communications sent by post not only results in cost savings to the Company but also reduces the impact that the unnecessary printing and distribution of reports has on the environment. Board of Directors The Board is responsible for formulating, reviewing and approving the Company's strategies, budgets, major items of capital expenditure and corporate actions. The changes in the Board are detailed above. Each Director has extensive and relevant business experience. Brief biographies of the Directors are set out below in this report. Non-executive directors are required to attend 10-12 Board Meetings per year in London and be available at other times as required for face-to-face and telephone meetings with the executive team. The Board meets on a monthly basis. Meetings held in the year to 31 December 2024 and the attendance for the Directors who held office during the year is summarised below: Attendance Total Possible Brian Thompson 12 12 Edward Guy Meyer 3 3 John Farthing 12 12 Sarfraz Munshi 9 9 The Board believes that this is an appropriate structure for the Company at its current stage of development and that there is sufficient expertise within the Board to facilitate a sound decision-making process and control environment in the short-term. Details of the remuneration of the Directors are included in note 6 of the financial statements. Future remuneration will be dependent on the growth of the Company. Directors' profiles Brian Thompson, Non-Executive Chairman Brian is an entrepreneur and is the founder owner of Newcastle-based B.T.I.C. Ltd, a successful business that has operated in the insurance industry since 1985. He is also a director of Third Eye Neurotech Ltd. Brian was appointed to the board on 24th April 2020. John Farthing, Interim Chief Executive Officer and Chief Financial Officer John qualified as a Chartered Accountant in 1988. Following a career in stockbroking, John has experience working with both UK listed as well as private companies. John is also a Chartered Fellow of the Chartered Institute for Securities & Investment and a Liveryman of the Worshipful Company of World Traders. John was appointed to the board on 24th April 2020. Sarfraz Munshi, Non-Executive Director Sarfraz has over 10 years of experience in the financial industry. His expertise includes managing and advising hedge funds and clients in global markets, transacting over £1bn of assets in both private and public transactions across a variety of sectors. Sarfraz has a BSc with Honours in Economics in the First Class from the University of Nottingham. Sarfraz was appointed to the board on 28th March 2024. Financial instruments and principal risks and uncertainties Financial instruments and principal risks and uncertainties are set out in the Strategic Report on page 4. Events after the reporting period Events after the reporting period are set out in note 22 to the financial statements. Auditors The engagement partner has previously acted for five years. It has been determined that the engagement partner may act for a further period (not to exceed two years) in the interests of audit quality as there have been unexpected changes in our senior management and there are likely to be substantial changes made to the nature or structure of our business. In the case of each person who was a Director at the time this report was approved: so far as that Director was aware there was no relevant audit information of which the Company's auditors were unaware; and that Director had taken all steps that the Director ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the Company's auditors were aware of that information. This information is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006. MAH, Chartered Accountants expressed their willingness to continue in office. A resolution to reappoint them will be proposed at the Annual General Meeting. Directors' responsibilities The Directors are responsible for preparing the Annual Report and the Company financial statements in accordance with the applicable United Kingdom law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with UK-adopted International Financial Reporting Standards and applicable law. Under company law 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 of the Company for that period. In preparing these financial statements the Directors are required to: select suitable accounting policies and then apply them consistently; make judgments and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping proper 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors are also responsible for safeguarding the assets of the Company and hence take reasonable steps for the prevention and detection of fraud and other irregularities. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the on-going integrity of the financial statements contained therein. By order of the Board Brian Thompson Chairman 27 June 2025 ‌Report of the independent auditors INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATENAI PLC Opinion We have audited the financial statements of Catenai Plc for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows, and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International Financial Reporting Standards (IFRSs). In our opinion: the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2024 and of the company's loss for the year then ended; the financial statements have been properly prepared in accordance with UK adopted International Accounting Standards; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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. Conclusions relating 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. Our evaluation of the directors assessment of the entity's ability to continue to adopt the going concern basis of accounting included: Reviewing the cash flow forecasts prepared by management for the period up to June 2026, providing challenge to key assumptions and reviewing for reasonableness; A comparison of actual results for the period to past budgets to assess the forecasting ability/accuracy of management; Reviewing post-period end RNS announcements, fundraising activities and held discussions with management on expenditure plans; and Assessing the adequacy of going concern disclosures within the financial statements. 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. Key audit matters We identified the key audit matter described below as that which was most significant in the audit of the financial statement of the current period. Key audit matters include the most significant assessed risks of material misstatement, including those risks that had the greatest effect on our overall audit strategy, the allocation of resources in the audit and the direction of the efforts of the audit team. In addressing this matter, we have performed the procedures below which were designed to address the matter in the context of the financial statements as a whole and in forming our opinion thereon. Consequently, we do not provide a separate opinion on this individual matter. Key audit matter Description of risk How the matter was addressed in the audit and key observations arising with respect to that risk Going concern The company has used going concern basis of preparation in its accounting policies. However, there is significant judgement required as to whether the company can continue to operate as a going concern. We evaluated management's assessment about going concern and challenged the judgement made by management, as described in note 1. As part of our procedures we: reviewed the company's environment, controls and management's assessment of the company's ability to continue as a going concern reviewed the cashflow forecasts and assumptions made and the data sources Based on our procedures we concluded that the going concern basis of preparation is appropriate. (See also Conclusions relating to going concern above) Materiality The materiality for the financial statements as a whole was set at £7,880. This has been determined with reference to the benchmark of the company's gross expenses, which we consider to be an appropriate measure based on the activities of the company during the year. Materiality represents 3% of total expenditure as presented on the face of the Statement of comprehensive income. An overview of the scope of our audit We tailored the scope of our audit to ensure that we were able to give our audit opinion on the financial statements of Catenai Plc taking into account the nature of the Company's activities, the Company's risk profile, the accounting processes and controls, and the environment in which the Company operates. We designed our audit to ensure that we obtain sufficient and appropriate audit evidence in respect of: The significant transactions and balances; Other items, which, irrespective of size, are perceived as carrying a significant level of audit risk whether through susceptibility to fraud, or other reasons; The appropriateness of the going concern assumption used in the preparation of the financial statements. Other information The other information comprises the information included in the Report and Financial Statements, 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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. Opinion on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors' report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or the financial statements are not in agreement with the accounting records and returns; or certain disclosures of directors' remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Auditor'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. We also obtain sufficient appropriate audit evidence regarding the financial information of the 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained an understanding of the Company and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research and the application of cumulative audit knowledge and experience of the sector. We determined the principal laws and regulations relevant to the Company and company in this regard to be those arising from: AIM rules; Companies Act 2006; Employment Law; Anti-Bribery Money Laundering Regulations; and QCA compliance We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Company and company with those laws and regulations. These procedures included, but were not limited to: o review of legal and professional fees to understand the nature of the costs and the existence o of any noncompliance with laws and regulations; o discussion with management regarding potential non-compliance; and o review of minutes of meetings of those charged with governance and RNS We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, the potential for management bias was identified in relation to the going concern of the Company and company and as noted above, we addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimate. As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals ; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibiIities . This description forms part of our auditor's report. Use of our report This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed Mohammed Haque Senior Statutory Auditor For and on behalf of MAH, Chartered Accountants Statutory Auditors 154 Bishopsgate London EC2M 4LN Date: 27 June 2025 25 Statement of comprehensive income for the year ended 31 December 2024 31 December 31 December Note 2024 £ 2023 £ Revenue 3 131,500 28,670 Cost of sales - - Gross profit 131,500 28,670 Administrative expenses 4 (262,679) (392,488) Reversal of provision 9 - 102,500 Loss from operations (131,179) (261,318) Bank interest received 3,005 - Loss before taxation (128,174) (261,318) Taxation credit 6 - - Loss from continuing operations (128,174) (261,318) Total comprehensive loss for the year (128,174) (261,318) Basic and diluted loss per share (pence) 8 (0.04) (0.09) The notes on pages 30 to 47 form part of these financial statements. Statement of financial position at 31 December 2024 Note 2024 £ 2023 £ Non-current assets Intangible assets 1 1 Investments 9 - - Current assets 1 1 Trade and other receivables 10 578,321 17,291 Cash and other equivalents 477 1,185 578,798 18,476 Current liabilities Trade and other payables 11 (174,230) (320,635) Loans and borrowings 12 - (131,000) Non current liabilities (174,230) (451,635) Loans and borrowings 12 - - Total liabilities (174,230) (451,635) Net assets / (liabilities) 404,568 (433,158) Capital and reserves Ordinary share capital 14 789,149 570,078 Deferred share capital 14 3,615,192 3,159,130 Share premium account 19,956,224 19,665,457 Share reserve (83,333) (83,333) Merger reserve 11,119,585 11,119,585 Capital redemption reserve 2,732,904 2,732,904 Retained Losses (37,725,153) (37,596,979) Shareholders' funds 404,568 (433,158) The financial statements were approved by the Board and authorised for issue on 27 June 2025 Brian Thompson Chairman The notes on pages 30 to 47 form part of these financial statements. Statement of cash flows for the year ended 31 December 2024 Cash flow from operating activities Note 31 December 2024 £ 31 December 2023 £ Loss for the year Adjustments for: Amortisation of intangible assets (128,174) - (261,318) - Net bank and other interest charges Services settled by the issue of shares Issue of share options and warrants charge - - - - - - Net cash outflow before changes in working capital (128,174) (261,318) (Increase)/Decrease in trade and other receivables (561,029) 57,454 (Decrease) / Increase in trade and other payables 15,295 12,127 Cash outflow from operations (673,908) (191,737) Interest received - - Interest paid - - Net cash flows from operating activities (673,908) (191,737) Investing activities Investment in joint venture - - Net cash flows from investing activities - - Financing activities Issue of share capital 720,000 - Share issue costs (46,800) New loans raised - 131,000 Net cash flows from financing activities 673,200 131,000 Net (decrease) / increase in cash (708) (60,737) Cash and cash equivalents at beginning of year 1,185 61,922 Cash and cash equivalents at end of year 477 1,185 During the year the Company settled £292,700 (2023: £nil) of liabilities by the issue of shares in non-cash transactions. The notes on pages 30 to 47 form part of these financial statements.

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