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REGISTERED NUMBER: 14751534 (England and Wales)

ZYGO HOLDINGS LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

| ZYGO HOLDINGS LIMITED (REGISTERED NUMBER: 14751534) |

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| Chartered Accountants' Report | 7 |

| ZYGO HOLDINGS LIMITED |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2024

| DIRECTORS: | S Ellis

| G S Harry

| REGISTERED OFFICE: | 221 High Street

| Second Floor

| Swansea

| SA1 1NW

| REGISTERED NUMBER: | 14751534 (England and Wales)

| ACCOUNTANTS: | Bevan Buckland LLP

| Ground Floor Cardigan House

| Castle Court

| Swansea Enterprise Park

| Swansea

| SA7 9LA

| ZYGO HOLDINGS LIMITED (REGISTERED NUMBER: 14751534) |

BALANCE SHEET

31 DECEMBER 2024

| 2024 | 2023 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Investments | 4 | 210,102 |  | 210,102 |  |

CURRENT ASSETS

Debtors | 5 | 100 |  | 100 |  |

Cash at bank | 2,500 |  | - |  |

2,600 |  | 100 |  |

CREDITORS

Amounts falling due within one year | 6 | 214,197 |  | 198,202 |  |

NET CURRENT LIABILITIES | (211,597 | ) | (198,102 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (1,495 | ) | 12,000 |  |

CREDITORS

Amounts falling due after more than one year | 7 | - |  | 12,500 |  |

NET LIABILITIES | (1,495 | ) | (500 | ) |

CAPITAL AND RESERVES

Called up share capital | 100 |  | 100 |  |

Retained earnings | (1,595 | ) | (600 | ) |

(1,495 | ) | (500 | ) |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2025 and were signed on its behalf by:

S Ellis - Director

| ZYGO HOLDINGS LIMITED (REGISTERED NUMBER: 14751534) |

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Zygo Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Preparation of consolidated financial statements

| The financial statements contain information about Zygo Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| ZYGO HOLDINGS LIMITED (REGISTERED NUMBER: 14751534) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Cash at bank and cash in hand

| Cash at bank and cash in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.

| Debtors

| Short term debtors are measured at transaction price, less any impairment.

| Creditors

| Short term creditors are measured at transaction price.

| Provision for liabilities

| Provisions are recognised when the company has a present obligation (legal and constructive) from a past event that will probably result in a transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably.

| Functional and Presentation Currency

| The company's functional and presentation currency is pounds sterling.

| Going Concern

| The accounts have been prepared on the going concern basis, on the understanding that the director and shareholder will continue to financially support the company for a period of 12 months from the date of these financial statements.

| Financial instruments

| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

| Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

| Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

| Basic financial assets

| Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

| Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

| Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

| Impairment of financial assets

| Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

| Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

| ZYGO HOLDINGS LIMITED (REGISTERED NUMBER: 14751534) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Derecognition of financial assets

| Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

| Basic financial liabilities

| Basic financial liabilities, including trade and other payables and bank loans that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

| Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

| Derecognition of financial liabilities

| Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was NIL (2023 - 2 ).

4. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2024

| and 31 December 2024 | 210,102 |  |

| NET BOOK VALUE

| At 31 December 2024 | 210,102 |  |

| At 31 December 2023 | 210,102 |  |

5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Other debtors | 100 |  | 100 |  |

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Amounts owed to group undertakings | 171,368 |  | 84,856 |  |

| Other creditors | 42,829 |  | 113,346 |  |

214,197 |  | 198,202 |  |

| Included in other creditors above is an amount of £27,109 owed to the directors. This amount is interest-free and repayable on demand.

| ZYGO HOLDINGS LIMITED (REGISTERED NUMBER: 14751534) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2024 | 2023 |

£ | £ |

| Other creditors | - |  | 12,500 |  |

8. | SECURED DEBTS

| The following secured debts are included within creditors:

2024 | 2023 |

£ | £ |

| Loan Note | 15,000 |  | 42,500 |  |

| There is a secured loan note included in the accounts of £15,000, GR Digital Ltd is guarantor of this loan.

9. | RELATED PARTY DISCLOSURES

| At the balance sheet date the amount due to GR Digital Ltd was £123,397 and £47,971.13 was due to Upload Inc (parent company) . These amounts are interest-free and repayable on demand.

CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS

ON THE UNAUDITED FINANCIAL STATEMENTS OF

ZYGO HOLDINGS LIMITED

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Zygo Holdings Limited for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Zygo Holdings Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Zygo Holdings Limited and state those matters that we have agreed to state to the Board of Directors of Zygo Holdings Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Zygo Holdings Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Zygo Holdings Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Zygo Holdings Limited. You consider that Zygo Holdings Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Zygo Holdings Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Bevan Buckland LLP

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

12 September 2025