REGISTERED NUMBER: 14575260 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2024

for

WISMETTAC EMEA HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Statement of Directors' Responsibilities

5

Independent Auditors' Report

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

Y Sasa

H Shinkai

T Suzuki

K Hayashi

REGISTERED OFFICE:

Oak Point

Oakcroft Road

Chessington

Surrey

KT9 1RH

REGISTERED NUMBER:

14575260 (England and Wales)

AUDITORS:

P and Co (Partners) LLP

Chartered Accountants and

Statutory Auditors

18 Ensign Street

London

E1 8PA

SOLICITORS:

3CS Corporate Solicitors

60 Moorgate

London

EC2R 6EJ

The directors present their strategic report for the period from 1 January 2024 to 31 December 2024.

ACTIVITIES

The company's business activities are holding investments and providing support services to its group companies.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

The results for the year ended 31 December 2024 are set out in the Income Statement. During the year, the company made a loss after taxation of £36,038,120 (2023: £2,973,141).

At 31 December 2024, the company's net liabilities are £4,500,456 (2023: net asset of £31,537,664)

The company continued business activities during the financial period, and the company generated revenue via intercompany charges and service charge income.

The company will continue to maintain the investment. The company does not have specific key performance indicators in place, but the company conducts an annual review of costs relative to sales of the group.

The primary focus lies in ensuring that expenditure align with the budgetary projections, a process that is reviewed monthly. The monthly business review results were reported to the headquarter in Japan to maintain transparency and alignment with organisational objectives.

As an investment holding company, the company does not have specific key performance indicators in place, but instead the company conducts an annual review of total costs relative to intercompany recharges and dividends to evaluate the performance.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's activities expose it to a number of financial risks including foreign currency risk and liquidity risk. The use of financial derivatives is governed by the company's policies approved by the board of directors, which provide written principles on the use of financial derivatives to manage these risks. The company does not use derivative financial instruments for speculative purposes.

Foreign currency risk

The company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. In the course of business when the company requires to initiate contracts denominated in foreign currency, the company maintains a close monitoring policy for reserve pricing opportunity possible and negotiations with counterparties in business terms to mitigate currency risk. The company does not engage in any currency hedge position.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operation and future developments, the company maintains financial capacity of both long-term and short-term debt finance. The company's position as part of the Nishimoto Wismettac Group ("the group") means that it has access to finance facilities both internal and external to the group.

GOING CONCERN

The company prepares forecast and cash flow projections to identify the level of financial resources required for its future operations. The results are shared with the parent company and the group, which has confirmed its continued support for the company's cash flow requirements via a signed letter of support.

The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements.

CORPORATE GOVERNANCE STATEMENT

The company adheres to the Wismettac Group code of Business Ethics, which is publicly available on the Wismettac Group website. The management team and employees of the company, based on the Code of Business Ethics, complies with relevant laws and regulations, international treaties, and rules effective within the Wismettac Group.

APPROVED AND SIGNED ON BEHALF OF THE BOARD:

K Hayashi - Director

22 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

Information regarding future developments of the company is included in the Strategic Report.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Y Sasa

H Shinkai

T Suzuki

Other changes in directors holding office are as follows:

I D Hetherington - resigned 16 December 2024

K Hayashi - appointed 16 December 2024

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, P and Co (Partners) LLP, have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.

APPROVED AND SIGNED ON BEHALF OF THE BOARD:

K Hayashi - Director

22 September 2025

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting 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 judgements and accounting estimates that are reasonable and prudent;

- state whether applicable accounting standards have been followed, subjected to any material departures 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 adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of WISMETTAC EMEA HOLDINGS LIMITED (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

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 its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	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 Auditors' 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, 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 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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Auditors' Report thereon.

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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

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; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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.

Auditors' 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 Auditors' 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 is detailed below.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our understanding of the Company and the industry in which it operates.

The principal risks of non-compliance with laws and regulations related to failure to comply with UK tax regulations and employment laws in the relevant jurisdictions, health and safety legislation, anti-bribery legislation, general data protection regulation (GDPR), and relevant legislation such as the Criminal Finance Act 2017 and we considered the extent to which non-compliance might have a material effect on amounts or disclosures in the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements including the financial reporting legislation and the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting for estimates including estimates relating to investment impairment, stock provision, and provision for bad and doubtful debts.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraph above. Audit procedures performed included, but were not limited to:

- discussing with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- reading minutes of meetings of those charged with governance;

- inspecting the company's regulatory and legal correspondence;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- identifying and testing journal entries, in particular journal entries posted with unusual account combinations;

- testing of assumptions and judgements made by management in making significant accounting estimates; and

- reviewing the financial statement disclosures and agreeing to underlying supporting documentation.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations or through collusion. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.

Sangyai Jonathan Pitayanukul (Senior Statutory Auditor)

for and on behalf of P and Co (Partners) LLP

Chartered Accountants and

Statutory Auditors

18 Ensign Street

London

E1 8PA

23 September 2025

TURNOVER

4

-

-

Administrative expenses

(37,146,863

)

(4,777,310

)

(37,146,863

)

(4,777,310

)

Other operating income

1,256,851

1,806,592

OPERATING LOSS

(35,890,012

)

(2,970,718

)

Interest payable and similar expenses

6

(148,108

)

(2,423

)

LOSS BEFORE TAXATION

7

(36,038,120

)

(2,973,141

)

Tax on loss

9

-

-

LOSS FOR THE FINANCIAL YEAR

(36,038,120

)

(2,973,141

)

LOSS FOR THE YEAR

(36,038,120

)

(2,973,141

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(36,038,120

)

(2,973,141

)

FIXED ASSETS

Investments

10

-

34,510,804

CURRENT ASSETS

Debtors

11

932,489

875,483

Cash at bank

668,441

186,852

1,600,930

1,062,335

CREDITORS

Amounts falling due within one year

12

(5,633,886

)

(3,600,058

)

NET CURRENT LIABILITIES

(4,032,956

)

(2,537,723

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,032,956

)

31,973,081

CREDITORS

Amounts falling due after more than one year

13

(467,500

)

-

PROVISIONS FOR LIABILITIES

16

-

(435,417

)

NET (LIABILITIES)/ASSETS

(4,500,456

)

31,537,664

CAPITAL AND RESERVES

Called up share capital

17

2

2

Share premium

18

34,510,803

34,510,803

Retained earnings

18

(39,011,261

)

(2,973,141

)

SHAREHOLDERS' FUNDS

(4,500,456

)

31,537,664

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2025 and were signed on its behalf by:

K Hayashi - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

2

-

34,510,803

34,510,805

Total comprehensive income

-

(2,973,141

)

-

(2,973,141

)

Balance at 31 December 2023

2

(2,973,141

)

34,510,803

31,537,664

Changes in equity

Total comprehensive income

-

(36,038,120

)

-

(36,038,120

)

Balance at 31 December 2024

2

(39,011,261

)

34,510,803

(4,500,456

)

1.	STATUTORY INFORMATION

WISMETTAC EMEA HOLDINGS LIMITED (the "Company") is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

Consolidation

The Company is a wholly owned subsidiary of Wismettac Foods, Inc., a company incorporated in Japan and of its ultimate parent, Nishimoto Co., Ltd., a company incorporated in Japan. It is included in the consolidated financial statements of Nishimoto Co., Ltd., which are publicly available and can be obtained from the Tokyo Stock Exchange. Therefore, the Company is exempt, by virtue of section 401 of the Companies Act 2006, from the requirement to prepare consolidated financial statements. The address of the ultimate parent’s registered office is 15th Floor, Nihonbashi Muromachi Mitsui Tower, 3-2-1, Nihonbashi Muromachi, Chuo-ku, Tokyo 103-0022 Japan.

These financial statements are separate financial statements.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.

Reporting period

During the period ended 31 December 2023, the company prepared its first annual report for the period from the incorporation date 6 January 2023 to 31 December 2023. Accordingly, the corresponding comparative amounts shown for the Income Statement and related notes cover a period from 6 January 2023 to 31 December 2023 and therefore may not be comparable with amounts shown for the current year which covered a 12-month period ended 31 December 2024.

Going concern

The Company’s business activities, together with the factors likely to affect its future development and position, are set out in the Strategic Report.

The directors have reviewed forecasts and are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due at least 12 months from the date of approval of the financial statements through support and funding from its ultimate parent company and the Nishimoto Wismettac group and existing banking arrangements.

The bank covenant includes a minimum net worth requirement. If there were to be a breach of the group’s bank covenant, with no further mitigating actions or cure, it could result in an immediate repayment.

Under the directors' representation, the Company has informed the bank about the financial position is due to one-off impairment provision this year. The loan is guaranteed by the parent company to ensure the Company can meet their obligations as they fall due, the directors are certain that the breach of loan covenant will not affect going concern of the Company and will not trigger immediate repayment.

The directors, having assessed the response of the directors of the parent company to their enquiries, have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Company to continue as a going concern or it’s an ability to continue with the current banking arrangement. Thus, they continue to adopt the going concern basis of accounting in preparing these financial statements.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1; and

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Investments

Investments in subsidiaries are held at cost less accumulated impairment losses.

Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity 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.

In the Company’s balance sheet, investments in subsidiaries are accounted for at cost less accumulated impairment losses, if any. On disposal of the investment, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.

Associated companies

Associated companies are entities over which the Company has significant influence, but not control, accompanied by a shareholding giving rise to voting rights of 20% and above but not exceeding 50%.

Financial instruments

Financial assets are classified as measure at: amortised cost, fair value through profit or loss and fair value through other comprehensive income, as appropriate.

The Company classifies its financial assets as measure at amortised costs.

The classification depends on the purpose for which the financial assets were acquired i.e. the entity's business model for managing the financial assets and/or the contractual cash flow characteristics of the financial assets.

Regular way purchases and sales of financial assets are recognised on trade date, being the date on which the Company commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

At initial recognition, the Company measures a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.

Subsequent to initial recognition these financial assets are measured at amortised cost using the effective interest method. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in the income statement together with foreign exchange gains and losses.

Impairment of financial assets

The Company assesses on a forward-looking basis the expected credit loss associated with its financial assets. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For debtors, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade debtors and contract assets.

To measure the expected credit losses, debtors and contract assets are grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the debtors for the same types of contracts. The Company has therefore concluded that the expected loss rates for debtors are a reasonable approximation of the loss rates for the contract assets.

Financial liabilities

The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purpose of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Foreign currencies

The financial statements are presented in pounds sterling, which is the currency of the primary economic environment in which the Company operates (its functional currency).

Transactions in currencies other than the Company's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in the income statement in the period in which they arise.

Employee benefit costs

The Company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Share-based payment

The Company operates a share-based compensation plan whereby employees are awarded restricted stocks units (RSUs) by the parent company for services provided to the Company. The Company has no obligation to settle the awards.

The fair value of the amount payable to employees in respect of RSUs, which are settled in cash and equity, is recognised as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the RSUs. Any changes in the liability are recognised in profit or loss.

Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the income statement as other income or finance costs.

Borrowings are classified as creditors: amounts falling due within one year unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period in which case they are classified as creditors: amounts falling due after more than one year.

Operating profit

Operating profit is stated after charging restructuring costs but before investment income and finance costs.

Leases

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use.

At the lease commencement date, the Company recognises a right-of-use asset and a lease liability, except for short-term leases that have a lease term of 12 months or less and leases of low-value assets. When the Company enters into lease in respect of a low-value asset, the Company decides whether to capitalise the lease on a lease-by-lease basis. The lease payments associated with those leases which are not capitalised are recognised as an expense on a systematic basis over the lease term unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using a relevant incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

- fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;

- variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

- fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;

- amounts expected to be payable by the lease under residual value guarantees;

- the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

- payment of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

After initial recognition, the lease liability is measured at amortised cost and interest expense is calculated using the effective interest method. Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence are charged to profit or loss in the accounting period in which they are incurred.

The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial amount of the lease liability plus any lease payments made at or before the commencement date, and any initial direct costs incurred. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses.

Whenever the Company incurs an obligation for cost to dismantle and remove a leased asset, restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is required and measured under IAS 37.

The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, or there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or there is a change arising from the reassessment of whether the Company will be reasonably certain to exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Leases - as a lessee - continued

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use assets is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

In the balance sheet, the Company presents right-of-use assets within the same line item as similar underlying assets and presents lease liabilities separately.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements

The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

Impairment of investment

Management assesses whether there are any indicators of impairment for investment at each reporting date. Investments are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use.

Management considered the operating performances of the Company’s cash generating units and identified whether there are indicators of impairment for a cash generating unit. The Company has determined the respective recoverable amounts of the cash generating unit based on its value in use derived from management’s cash flow projection.

When value in use calculations are undertaken, management is required to estimate the expected future cash flows from the asset or cash-generating unit, including estimating the revenue growth rate and gross profit margin for the individual cash generating units and using a suitable discount rate in order to determine the present value of those cash flows. The carrying amount of investment at the end of the reporting period is £nil (2023:£34,510,804) as set out in Note 10 to the financial statements. Changes in assumptions made and discount rate applied could affect the carrying values of the asset.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

5.	EMPLOYEES AND DIRECTORS

Year Ended

Period

31.12.2024

6.1.2023 to

31.12.2023

£

£

Wages and salaries

735,246

1,399,424

Social security costs

251,150

308,933

Other pension costs

111,908

271,091

Redundancy costs

1,313,784

1,122,419

Share-based payment

(1,206,731

)

365,404

1,205,357

3,467,271

The average number of employees including directors during the period was as follows:

Year Ended

Period

31.12.2024

6.1.2023 to

31.12.2023

Administration

3

9

Directors' remunerations

Period

6.1.23

Year Ended

to

31.12.24

31.12.23

£

£

Directors' remuneration

(686,812

)

627,478

Information regarding the highest paid director is as follows:

Year Ended

Period

31.12.24

6.1.23

to

31.12.23

£

£

Emoluments etc

(686,812)

487,221

Share-based payment

Certain employees of the Company participate in the shared based remuneration scheme which is operated by the Company’s ultimate parent company Nishimoto Co., Ltd.

The parent company of the Company granted restricted stock units to a director who is entitled to combined payment of equity and cash after one year of service. The apportionment between equity -settled portion and cash-settled portion is determined by the restricted stock units policy of the group. The shares of restricted stock units are allotted at the end of a three year period after grant date. The amount of the share-based payment is determined by the share price of the parent company, which is referred to the observable quoted price in the stock exchange of Tokyo.

During the year in December 2024, the director resigned from the Company prior to the vesting and allotment of the restricted stock units. In accordance with the agreed terms of the share-based payment scheme, all unvested RSUs were forfeited. The Company reversed the provision previously recognised in respect of such share-based payments through profit or loss account this year.

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

6.1.23

Year Ended

to

31.12.24

31.12.23

£

£

Bank interest

135,338

2,423

Interest on Group Finance Facility

12,770

-

148,108

2,423

7.	LOSS BEFORE TAXATION

The loss before taxation is stated after charging:

Year Ended

Period

31.12.2024

6.1.23 to

31.12.23

£

£

Net foreign exchange losses

19,530

3,606

Staff costs (excluding redundancy cost)

(108,427

)

2,344,852

Redundancy cost

1,313,784

1,122,419

Impairment loss

34,510,804

-

8.	AUDITORS' REMUNERATION

Fees payable to P and Co (Partners) LLP for the audit of the Company's annual accounts were £5,000 (2023 - £5,000).

9.

TAXATION

Analysis of tax purpose

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the period ended 31 December 2023.

Factors affecting the tax expense

The tax assessed for the year is higher (2023: higher) than the standard rate of corporation tax in the UK. The difference is explained below:

Year Ended

Period

31.12.24

6.1.23 to

31.12.23

£

£

Loss before income tax

(36,038,120

)

(2,973,141

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.5000%)

(9,009,530

)

(698,688

)

Effects of:

Expense not deductible for tax purpose

8,422,483

93,664

Group relief

587,047

605,024

Tax expense

-

-

10.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

34,510,804

Impairments

(34,510,804

)

At 31 December 2024

-

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

34,510,804