Announcement PDF Vault Ventures Plc Annual Report and Financial Statements for the year ended 31 December 2025 Registered number 11540119 Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 Contents Page Company Information 1 Chairman’s Statement (inc. Strategic Report) 2 Directors Report 4 Statement ofDirectors’ Responsibilities 8 Independent Auditor’s Report 9 Consolidated Statement of Comprehensive Income 17 Parent’s Statement of comprehensive income 18 Consolidated Statement of Financial Position 19 Parent’s Statement of Financial Position 20 Consolidated Statement of Changes in Equity 21 Parent’s Statement of Changes in Equity 22 Consolidated Statement of Cash Flows 23 Notes to the Financial Statements 24 Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 Vault Ventures Plc 1 Company information Directors Jeremy Woodgate Derek Franklin Lew Brian Stockbridge Rachelle Ruth Roesler (appointed 12 May 25) Nicolas Baxter (appointed 18 July 2025) Lucas Perraudin (appointed 2 October 2025) Registered office 21 Arlington Street London SW1A 1RN Corporate Adviser Alfred Henry Corporate Finance Ltd C/O Prysm Financial Francis Barber House, 9 Gough Square, London EC4A 3DG Auditor Parker Russell UK LLP Chartered Accountants & Statutory Auditors Level 30, The Leadenhall Building 122 Leadenhall Street London EC3V 4AB Solicitors to English Law Hill Dickinson LLP The Broadgate Tower 20 Primrose Street London EC2A 2EW Bankers Revolut Business Westferry Circus Canary Wharf London E14 4HD Registrars Neville Registrars Neville House Steelpark Road Halesowen West Midlands B62 8HD Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 2 Vault Ventures Plc Chairman’s Statement (inc. Strategic Report) I am pleased to present the Annual Report of Vault Ventures PLC for the year ended 31 December 2025. Principal Activities Vault Ventures PLC (the “Company”) is a technology-focused company seeking to develop and commercialise innovative digital infrastructure, cybersecurity and advanced technology opportunities. During the year, the Company and its subsidiaries (together, the "Group") continued to refine its strategic focus towards high-growth technology sectors such as post-quantum security solutions, secure communications platforms and related technology assets. The pace of technological change accelerated throughout 2025. The growing recognition of quantum computing capabilities and the potential risks they pose to existing cryptographic standards has increased demand for quantum-resilient security solutions. Against this backdrop, the Group has taken important strategic steps to position itself within this emerging sector and to focus on areas where the Board believes long-term structural demand is likely to emerge. Following the year end, the Group announced a number of initiatives which further demonstrate the execution of this strategy. These include the development of a proprietary post-quantum secure communications platform in partnership with Whitespace Global Limited, the expansion of the Group’s investor reach through cross-trading the Group’s shares onto the OTCQB Venture Market in the United States, and the appointment of experienced strategic advisers with extensive backgrounds in banking, enterprise technology and regulated markets. The Board believes these developments validate the direction established during 2025 and strengthen the Group’s ability to engage with institutional customers and strategic partners. Alongside its technology initiatives, the Group has continued to maintain a disciplined approach to capital allocation while seeking opportunities to enhance shareholder value. The Board remains mindful of market volatility and continues to assess funding, partnership and commercial opportunities that support sustainable growth. Post the year-end, the Board identified that trading and investment activities within its Dubai-based subsidiary, Web3 Virtual Vault DMCC, had resulted in significant losses on its crypto asset holdings. Accordingly, the Group recognised a non-cash impairment of c. £2,122k. Whilst this is a material accounting adjustment, it is entirely non- cash and has no impact on the Group's short-term liquidity or going concern assessment. As the Dubai operation was always non-core to the Group’s strategy, the Board is pursuing an orderly conclusion of its activities while focusing management resources on the Group’s quantum-focused technology opportunities. Strategic approach The Group’s strategy is based on four core pillars: o Post-Quantum Security Infrastructure: The Group is focused on application-layer encryption technologies and secure communications platforms designed to support the transition towards quantum- resilient infrastructure. o Institutional and Enterprise Markets: The Group’s target customers include regulated institutions and large enterprises where security, governance and compliance requirements create demand for advanced cybersecurity solutions. o Strategic Partnerships: The Group seeks to accelerate development through partnerships with technology providers, advisers and commercial operators possessing specialist expertise. Collaborative development arrangements are intended to reduce execution risk and improve access to commercial opportunities. o Capital Markets Development: The Board remains committed to broadening shareholder engagement and enhancing market visibility. Expanding access to international investors and strengthening the Group’s capital markets profile are considered important elements of long-term value creation. Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 3 Vault Ventures Plc Key Developments After the Reporting Period Subsequent to 31 December 2025, the Group announced: • Progress on a post-quantum secure communications platform development programme with Whitespace Global Limited. • Cross-trading of the Group’s shares on the OTCQB Venture Market in the United States. • The appointment of Andrew Webber and Gordon Merrylees as Strategic Advisers to support institutional engagement and commercial execution. • Increased focus on opportunities arising from UK Government support for quantum technology development and deployment. These announcements represent important milestones in the execution of the Group’s strategy. Directors and employees The Group has nine directors, of six are directors of the Company. The Group recognises the value of the commitment of its key personnel and is conscious that it must keep appropriate reward systems, both financial and motivational in place to minimise this area of risk. Principal Risks and Uncertainties Funding and liquidity risk. The Group manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecast and actual cash flows. The Group's objective is to ensure that sufficient funds are available to meet its liabilities as they fall due. As at 31 December 2025, the Group held cash and cash equivalents of £766k (31 December 2024: £190k). The Directors acknowledge that the Group is reliant on continued fundraising activities to meet its ongoing operational requirements and to fund its growth strategy. The Group's financial liabilities comprise trade and other payables, which are all due within one year. There are no borrowings or other long-term financial liabilities outstanding as at the balance sheet date. The Directors are satisfied that the Group has, or has access to, sufficient resources to meet its obligations as they fall due for the foreseeable future. Reference is made to the going concern disclosure at Note 2. Investment and market risk. The Group holds assets across technology, blockchain, AI, and fintech sectors. These sectors are subject to rapid technological change, regulatory evolution, and market volatility. The value of investments can fluctuate significantly and may be impaired if underlying businesses fail to perform or if market conditions deteriorate. The impairment recognised during 2025, illustrates the risks inherent in investment in crypto-related assets. Operational and strategic execution risk. As the Group transitions to a more operationally focused business model, it faces risks related to the successful development and commercialisation of its technology products, including AI and post-quantum security initiatives. The ability to attract and retain the necessary expertise, manage costs, and execute on its long-term strategic plan is critical. Any failure in execution could result in financial losses and reputational damage, potentially undermining shareholder value. Financial performance review The loss of the Group for the period ended 31 December 2025 before taxation amounts to £3,573k (31 December 2024: loss of £156k). The current year loss includes a non-cash impairment charge of £2,122k in respect of the Dubai subsidiary, as announced on 5 June 2026. Section 172(1) statement The Directors continue to act in a way that they consider, in good faith, to be most likely to promote the success of the Group for the benefit of the members as a whole. Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 4 Vault Ventures Plc The requirements of s172 are for the Directors to: • Consider the likely consequences of any decision in the long term, • Act fairly between the members of the Group, • Maintain a reputation for high standards of business conduct, • Consider the interests of the Group's employees, • Foster the Group's relationships with suppliers, customers and others, and • Consider the impact of the Group's operations on the community and the environment. Corporate Governance The Directors are committed to maintaining high standards of corporate governance and, so far as is practicable given the Company's size and nature, to comply with the QCA Corporate Governance Code. The Company has established an Audit Committee, a Remuneration Committee and an Aquis Rules and Compliance Committee, each comprising Jeremy Woodgate and Derek Lew. Full details of the Board's approach to corporate governance are set out on the Company's website at investors.vaultplc.com/corporate-governance. The Group is an early-stage technology development company quoted on the Access Segment of the Aquis Stock Exchange and its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, of the Board's broad and specific intentions and the rationale for its decisions. The Group pays its creditors promptly and keeps its costs to a minimum to protect shareholders’ funds. When selecting investments, issues such as the impact on the community and the environment are taken into consideration. The Board believes the long-term outlook for post-quantum cybersecurity and secure communications infrastructure remains attractive, supported by increasing awareness of quantum-related security risks and continued investment in digital resilience. Whilst the Board recognises that successful execution will depend on continued access to funding, commercial partnerships and product development milestones, it believes the Group is well positioned to capitalise on these opportunities. On behalf of the Board, I would like to thank our shareholders for their continued support and confidence. We also recognise the commitment of our advisers, partners and stakeholders who have contributed to the Group’s progress. Notwithstanding the challenges encountered with our Dubai subsidiary, which the Board has addressed decisively, we enter 2026 with confidence in the Group’s strategic direction. Brian Stockbridge Chairman 30 June 2026 Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 Vault Ventures Plc 5 Directors Report The directors present their report on the Group and its audited financial statements for the year ended 31 December 2025. Principal Activity and Business Review A review of the business for the year, and future developments are set out in the Chairman’s Report, incorporating Strategic Report. Dividends The Directors do not recommend the payment of a dividend for the year. Review of the business and future developments A review of the Group’s performance, financial position and future prospects is given in the Chairman’s Report, incorporating the Strategic Report. Directors and their interests The interests of the Directors at 31 December 2025 in the ordinary share capital of the Group (all beneficially held) were as follows: 31 December 2025 31 December 2024 No. No.* Brian Stockbridge (directly & via Dark Horse Family Office Ltd & via First Sentinel Corporate Finance) 36,214,374 1,255,442,886 Jeremy Woodgate (via nominee company) 4,025,286 27,528,617 Derek Lew (via California Two Pizza Ventures Inc) 26,938,389 1,167,942,885 Nicolas Baxter 27,303,571 - *Pre 100:1 share consolidation Substantial shareholdings The substantial shareholders with more than a 5% shareholding as at 31 December 2025 are shown below Percentage Bank of New York Nominees Ltd 6.39% GHC Nominees Limited 15.83% Hargreaves Lansdown (Nominees) Limited 13.20% James Brearley Crest Nominees Limited 9.60% Pershing Nominees Limited 9.69% Vidacos Nominees Limited 9.46% Lynchwood Nominees Limited 10.36% Employees There were no employees other than directors. Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 Vault Ventures Plc 6 Creditor payment policy The policy of the Group is to: a) Agree the terms of payment with suppliers when settling the terms of each transaction; b) Ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and c) Pay in accordance with its contractual and other legal obligations provided suppliers comply with the terms and conditions of supply. Charitable donations During the period, the Group made no charitable donations (2024 - £Nil). Financial reporting The Board has ultimate responsibility for the preparation of the annual accounts. A detailed review of the performance of the Group is contained in the Chairman’s report (incorporating the strategic report). Presenting the Chairman’s report (incorporating the strategic report) and Director’s Report, the Board seeks to present a balanced and understandable assessment of the Group’s position, performance and prospects. Internal control A key objective of the Directors is to safeguard the value of the business and assets of the Group. This requires the development of relevant policies and appropriate internal controls to ensure proper management of the Group’s resources and the identification and mitigation of risks which might serve to undermine them. The Directors are responsible for the Group’s system of internal control and for reviewing its effectiveness. It should, however, be recognised that such a system can provide only reasonable and not absolute assurance against material misstatement or loss. Risk management The directors have in place a process of regularly reviewing risks to the business and monitoring associated controls, actions and contingency plans. Financial risk management is further discussed in Note 19. Directors' indemnities The Group has put in place qualifying third party indemnity insurance for all of the Directors of the Group which was in force at the date of approval of this report. Going concern the Directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. In performing this assessment, the Directors have considered the Group's current financial position, liquidity profile, principal risks and uncertainties, forecast cash flows and funding requirements, together with the availability of mitigating actions within the control of management. The Group incurred a loss for the year ended 31 December 2025 and, as at that date, had accumulated losses. As the parent company of the Group, the Group does not generate recurring trading revenues in its own right, with revenue generated by its operating subsidiaries. Accordingly, the Group remains dependent upon available cash resources and, where necessary, access to external sources of finance in order to fund its ongoing operating activities and strategic objectives. The Directors have prepared detailed cash flow forecasts covering the period to June 2027, representing a period in excess of twelve months from the date of approval of these financial statements. The forecasts incorporate the Directors' best estimates of future trading activity, operating expenditure, committed contractual obligations, working capital movements and anticipated financing requirements. The assumptions underlying the forecasts have been benchmarked against historical performance, approved budgets and current commercial expectations and have been reviewed for consistency with the Group's strategic plans. Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 Vault Ventures Plc 7 In assessing the appropriateness of the going concern basis of preparation, the Directors have performed a comprehensive downside analysis, including sensitivity modelling over key assumptions that could reasonably be expected to affect the Group's liquidity position. These sensitivities include, amongst other matters, delays in securing additional financing, higher than anticipated operating expenditure, slower commercial execution and the impact of reduced cash inflows. Reverse stress testing has also been undertaken to identify the extent of adverse movements in key assumptions that would result in the exhaustion of available liquidity during the assessment period. The Directors have identified a number of realistic and achievable mitigating actions that remain within management's control and which could be implemented, if required, to preserve cash resources. These include the deferral or accrual of Directors' remuneration, the reduction or postponement of discretionary expenditure, the rescheduling of certain development activities and the deferral of non-essential capital commitments. The Directors have also considered the Group's established track record of accessing equity markets and the progress of ongoing discussions with existing and prospective investors regarding future funding requirements. The assessment also reflects the impairment recognised in respect of the intercompany loan receivable from Web 3 Virtual Vault DMCC, which has been recognised as an adjusting post-reporting period event in accordance with IAS 10 Events after the Reporting Period. As the impairment represents a non-cash accounting adjustment, it does not adversely affect the Group's short-term liquidity or forecast cash flows. The cash flow forecasts indicate that additional external funding will be required during the assessment period in order to support the Group's planned activities beyond the utilisation of existing cash resources. Whilst the Directors have a reasonable expectation that further capital can be successfully obtained, reflecting the Group's previous fundraising history and the advanced stage of ongoing discussions with potential investors, no legally binding financing arrangements were in place at the date on which these financial statements were authorised for issue. Consequently, there remains uncertainty as to the timing, availability and quantum of future funding. The Directors have concluded that the requirement to obtain additional financing gives rise to a material uncertainty which may cast significant doubt upon the Group's ability to continue as a going concern within the meaning of IAS 1.25. However, having considered the cash flow forecasts, the results of the sensitivity analyses, the mitigating actions available to management and the Directors' reasonable expectation that additional funding will be secured, they remain satisfied that it is appropriate to prepare the financial statements on the going concern basis. Accordingly, these financial statements have been prepared on a going concern basis. They do not include any adjustments to the carrying amounts or classification of assets and liabilities, or to the reported amounts of income and expenses, that would be required if the Group were unable to realise its assets and settle its liabilities in the normal course of business. Auditors The auditors, Parker Russell UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the Board on 30 June 2026 and signed on its behalf. Brian Stockbridge Chairman 30 June 2026 Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 Vault Ventures Plc 8 Statement of directors’ responsibilities The directors are responsible for preparing the Directors' Report and the financial statements, in accordance with applicable law. Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK-adopted international accounting standards (UK-adopted IFRS). 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 Group and of the profit or loss of the Group for that period. In preparing the financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently. • make judgements and estimates that are reasonable and prudent. • state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements. • assess the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and • use the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations or have no realistic alternative but to do so. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Website publication The Directors are responsible for the maintenance and integrity of the Group’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Statement of disclosure to auditors So far as the Directors are aware, there is no relevant audit information of which the Group’s auditors are unaware. Additionally, the Directors have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Group’s auditors are aware of that information. Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 Vault Ventures Plc 9 Parker Russell UK LLP’s Independent Auditor’s Report to the members of Vault Ventures Plc Qualified opinion on the Group financial statements and opinion on the parent company financial statements We have audited the financial statements of Vault Ventures PLC (the “parent company”) and its subsidiaries (the “Group”) for the year ended 31 December 2025, which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows, the parent company statement of comprehensive income, parent company statement of financial position, parent company statement of changes in equity, parent company statement of cash flows, and the related notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards. Qualified opinion on the Group financial statements In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the Group financial statements: give a true and fair view of the state of the Group’s affairs as at 31 December 2025 and of the Group’s loss for the year then ended; have been properly prepared in accordance with UK-adopted international accounting standards; and have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on the parent company financial statements In our opinion, the parent company financial statements: give a true and fair view of the state of the parent company’s affairs as at 31 December 2025 and of the parent company’s loss for the year then ended; have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and have been prepared in accordance with the requirements of the Companies Act 2006. Basis for Qualified Opinion Web3 Virtual Vault DMCC ("W3VV"), a 70%-owned subsidiary of the Company, is included within the consolidated financial statements. Subsequent to the reporting date, the Group was unable to obtain access to certain accounting records, supporting documentation and third-party evidence relating to W3VV. Consequently, we were unable to obtain sufficient appropriate audit evidence in relation to certain balances and transactions recognised by W3VV as at, and for the year ended, 31 December 2025. Specifically, we were unable to obtain sufficient appropriate audit evidence in respect of digital assets and cash with a combined carrying amount of £2.122 million at 31 December 2025, the related impairment recognised in the consolidated financial statements, realised and unrealised gains and losses arising on digital asset transactions, and certain operating expenses recognised during the year. The audit evidence that was unavailable included complete accounting records, independent third-party confirmations, cryptocurrency exchange records, bank statements, evidence supporting ownership and control over digital asset wallets and exchange accounts, complete transaction histories and supporting documentation for the underlying transactions. The alternative audit procedures available to us did not provide sufficient appropriate audit evidence to conclude on the existence, rights and obligations, completeness, accuracy, valuation, cut-off, presentation or disclosure of these balances and transactions. Docusign Envelope ID: D44CB65F-FC52-8B47-8356-AE88A7914E26 10 Accordingly, we were unable to determine whether adjustments might have been necessary in respect of the carrying amounts of the digital assets and cash balances, the impairment recognised thereon, gains and losses arising from digital asset transactions, operating expenses, the Group's loss for the year, cash flows, related disclosures and the associated elements of the consolidated financial statements. Management has recognised a full impairment of the digital assets and cash balances held by W3VV. However, the recognition of that impairment does not remove the limitation on the scope of our audit because we were unable to obtain sufficient appropriate audit evidence regarding either the carrying amounts of the underlying assets prior to impairment or the appropriateness of the measurement of the impairment recognised. Our qualification relates solely to the consolidated financial statements. We obtained sufficient appropriate audit evidence in respect of the parent company financial statements and, accordingly, our opinion on the parent company financial statements is not modified in respect of this matter. Material Uncertainty Related to Going Concern We draw attention to Note 2 to the financial statements, which explains that the Group and the parent company incurred losses during the year, remain dependent on continued access to equity funding to meet their ongoing operating requirements and to execute their development strategy, and that the timing and certainty of obtaining further financing cannot be guaranteed. As stated in Note 2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group’s and the parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Group’s and parent company’s ability to continue to adopt the going concern basis of accounting included: o evaluating the directors’ cash-flow forecasts through to June 2027, including checking their mathematical accuracy and consistency with Board-approved plans and the Group’s current operating structure; o assessing the historical accuracy of forecasting and comparing forecast cash flows with actual post-year- end performance; o challenging the principal assumptions relating to operating expenditure, anticipated revenues, cash- preservation measures and the timing and availability of future funding; o evaluating the directors’ downside sensitivities and stress testing, including the effect of deferring discretionary expenditure and directors’ remuneration; o inspecting available evidence of post-year-end cash balances, fundraising activity and other relevant events; and o assessing whether the goi