Notes to the Condensed Consolidated Financial Statements

For the period ended 31 December 2025

1.    General information

Connecting Excellence Group Plc (the "Company") is a public limited company and is incorporated and domiciled in England and Wales. The address of the registered office is Atlas House, 31 King Street, Leeds, England, LS1 2HL.

On 2 September 2025, the Company acquired the entire issued share capital of Spencer Riley Limited and SPE 366 Ltd and on 11 December 2025, the Company listed on the Aquis Stock Exchange.

2.    Basis of preparation

These condensed consolidated interim financial statements include the results of the Company and its subsidiaries (the "Group") for the period from incorporation of the Company on 14 May 2025 to 31 December 2025 and have not been audited but have been reviewed by the Company's auditors. These condensed consolidated interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.

The condensed consolidated interim financial statements have been prepared in accordance with UK-adopted International Accounting Standard IAS 34 "Interim Financial Reporting" and are presented on a condensed basis.

The interim financial statements should be read in conjunction with the financial statements for the periods ended 30 June 2025 within the Company's Admission Document, which were prepared in accordance with UK-adopted International Accounting Standards, and the public announcements made by the Company during the interim period. The Admission Document, dated 10 December 2025, is available on the Company's website.

The condensed consolidated interim financial statements are presented in thousands of Pounds Sterling ("£'000"), which is the functional and presentational currency of the Group.

On 2 September 2025, the Company entered into a share-for-share arrangement pursuant to which the Company acquired 100% of the share capital of Spencer Riley Limited and SPE 366 Ltd in exchange for shares in the Company. This transaction was considered a combination of entities under common control and falls out of the scope of IFRS 3 'Business Combinations'. IFRS does not specifically state how combinations of entities under common control are accounted for. Therefore, in accordance with IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors', the Directors have considered merger accounting principles, as set out in FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. Under this method, the financial statements of the parties to the combination are aggregated and presented as though the combining entities had always been part of the Group, therefore the consolidated interim financial statements include the assets and liabilities of the Group as at 31 December 2025. The opening consolidated statement of changes in equity as at 14 May 2025 includes the share capital of the Company and the reserves of the combined Group. The investment by the Company in Spencer Riley Limited and SPE 366 Ltd is eliminated and to the extent there are any differences between the fair value and nominal value of the shares this is through the merger reserve in the Group statement of financial position.

Going concern

As at 31 December 2025 the Group had a cash balance of £1,397k, and net assets of £4,123k.

The Directors have considered the applicability of the going concern basis in the preparation of these interim financial statements. This included the review of internal budgets and financial results which show, taking into account reasonably probable changes in financial performance that the Group should be able to operate within the level of its current funding arrangements.

The Directors have a reasonable expectation that the Group will have ample resources to continue in operation for the foreseeable future. For this reason, they have adopted the going concern basis in the preparation of the interim financial statements.

3.    Accounting policies

i)              Basis of Consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The consolidated interim financial statements consolidate the interim financial statements and the results of the Company and its subsidiary undertakings Spencer Riley Limited and SPE 366 Ltd, made up to 31 December 2025.

Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the interim financial statements.

ii)             Intangible assets

Bitcoin

Bitcoin is accounted for as an intangible asset with indefinite useful lives and measured at fair value with revaluation gains or losses recognised in other comprehensive income or profit or loss, respectively. Fair value is determined by reference to an active market at the reporting date. The Group's holding in Bitcoin is accounted for as an intangible asset with an indefinite useful economic life. Bitcoin is traded in an active market and the Directors have adopted the revaluation measurement model.

Bitcoin purchases are initially recognised at cost and are subsequently re-valued to fair value based on the market price available on global exchanges. Increases in the carrying amounts arising on revaluation are recognised, net of tax, in other comprehensive income and accumulated in the revaluation reserve in equity. To the extent that the increase reverses a decrease previously recognised in profit or loss, the increase is first recognised in profit or loss. Decreases that reverse previous increases of the same asset are first recognised in other comprehensive income to the extent of the remaining surplus attributable to the asset. All other decreases are charged to profit or loss.

Bitcoin is held for long term appreciation in line with the Group's treasury policy and therefore is classified as a non-current asset in the consolidated statement of financial position

4.    Revenue

An analysis of the Group's revenue for the year, for continuing operations, is as follows:

No single customer accounted for more than 10% of total revenue.

5.    Loss per share

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary shares in issue during the period. As the Group is loss making, the effect of instruments that convert into Ordinary shares is considered anti-dilutive.

The weighted average number of shares used in the calculations are set out below:

6.    Intangible assets

The Group held Bitcoin during the period, which is recorded at cost on the day of acquisition. Increases in fair value between acquisition and reporting date are recorded in other comprehensive income and decreases in profit or loss.

7.    Share capital

On 13 November 2025, the Company entered into a number of arrangements regarding its share capital, resulting in a change in the share structure. The changes to the share structure included the following:

·      An issue of 49,921 £1 Ordinary shares to the existing shareholders;

·      A sub-division of the shares from a par value of £1 to a par value of £0.0000056, resulting in the total number of shares after the sub-division of 9,021,960,000;

·      A capital reduction of 14,067,858 shares; and

·      A consolidation of the shares from a par value of £0.0000056 to £0.0000010, resulting in a total of 105,975,201 shares in issue, and a deferral of 105,975,201 shares at a par value of £0.0004712.

On 11 December 2025, following successful admission to Aquis the Company issued 276,190,486 Ordinary shares for net proceeds of £4,400,878.

8.    Related party transactions

Related parties comprise of key management personnel who are the Directors of the Company.

As at the balance sheet date of 31 December 2025, amounts owed by P W Cresco Ltd, a Company under common control, to the Group were £31,123.

9.    Events after the reporting date

On 5 January 2026 the Company announced that it had made further Bitcoin purchases up until 2 January 2026. The Company purchased one Bitcoin on 2 January 2026 for a purchase price of £66,434.76 ($89,421.19).

On 2 February 2026 the Company announced that it had made a further Bitcoin purchase on 30 January 2026 of 1.065 Bitcoin for a purchase price of £64,000 ($87,987.20).

On 18 February 2026 the Company announced that it began trading on the OTC Venture Market ("OTCQB") in the United States, under the symbol "XCELF". No new Ordinary Shares have been issued by the Company for this parallel trading of its shares.

Important Notice: 

Connecting Excellence Group PLC holds treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of digital asset. Whilst the Board of Directors of the Company considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in Bitcoin to be high risk.

At the outset, it is important to note that an investment in the Company is not an investment in Bitcoin, either directly or by proxy. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to Bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA. And Bitcoin is unregulated in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin exposure for the same value as it paid in the first place or even for the value the Company ascribes to its Bitcoin positions due to these market movements. And because Bitcoin is unregulated, the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

However, Bitcoin is formally recognised as personal property in the UK under the new Property (Digital Assets etc) Act 2025, which received Royal Assent on December 2, 2025. This legislation has removed previous legal uncertainty by establishing a new, third category of personal property to accommodate digital assets that do not fit traditional definitions.

The Board of Directors of the Company with a history of a Bitcoin treasury prior to becoming a public company, has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise; (ii) the Bitcoin market is largely unregulated - there is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its Bitcoin at will - the ability to sell Bitcoin depends on various factors, including the supply and demand in the market at the relevant time, with operational failings such as technology outages, cyber-attacks and comingling of funds potentially causing unwanted delay. The Board of Directors of the Company does not subscribe to such a negative view, and therefore ascribes to the 'Bitcoin, not crypto' mantra and has a 'Bitcoin only ethos'. However, prospective investors in the Company are encouraged to do their own research and verify before investing.