ACCOUNTS - Final Accounts preparation

Company registration number: 10177604

	DIRECTORS' REPORT AND FINANCIAL STATEMENTS
	FOR THE YEAR ENDED 31 MARCH 2025

	NEWINCCO 1404 LIMITED


NEWINCCO 1404 LIMITED

COMPANY INFORMATION

Directors	J W J Ritblat
	P J Goswell


Registered number	10177604


Registered office	2 Fitzroy Place
	8 Mortimer Street
	London
	W1T 3JJ


Independent auditor	Menzies LLP
	Chartered Accountants & Statutory Auditor
	4th Floor
	95 Gresham Street
	London
	EC2V 7AB


NEWINCCO 1404 LIMITED

CONTENTS

	Page
Directors' report	1 - 2
Independent auditor's report	3 - 6
Statement of comprehensive income	7
Statement of financial position	8
Statement of changes in equity	9
Notes to the financial statements	10 - 16


NEWINCCO 1404 LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping 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 to 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.

Principal activity

The principal activity of the company is that of a holding company.

Directors

The directors who served during the year were:

J W J Ritblat

P J Goswell

Qualifying third party indemnity provisions

The Company maintains directors' and officers’ liability insurance which provides appropriate cover for legal action brought against its directors.
The Company's practice has always been to indemnify its directors in accordance with the Company's Articles and to the maximum extent permitted by law. Qualifying third party indemnities, under which the Company has agreed to indemnify the directors, were in force during the financial year and at the date of approval of the financial statements, in accordance with the Company’s Articles and to the maximum extent permitted by law, in respect of all costs, charges, expenses, losses and liabilities which they may incur in or about the execution of their duties for the Company, or any entity which is an associated company (as defined in Section 256 of the Companies Act 2006), or as a result of duties performed by the directors on behalf of the Company or any such associated company.

Page 1


NEWINCCO 1404 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

J W J Ritblat

Director

Date: 1 October 2025

Page 2


NEWINCCO 1404 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEWINCCO 1404 LIMITED

Opinion

We have audited the financial statements of Newincco 1404 Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 March 2025 and of its profit 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Page 3


NEWINCCO 1404 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEWINCCO 1404 LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has 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 Directors' report.

We have nothing to report in respect of the following matters in relation to which 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' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 4


NEWINCCO 1404 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEWINCCO 1404 LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:

∙The Companies Act 2006;

∙Financial Reporting Standards 102; and

∙UK tax legislation.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

∙Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and

∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud would be the use of management override of controls to manipulate results, or to cause the company to enter into transactions not in its best interests.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Page 5


NEWINCCO 1404 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEWINCCO 1404 LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Sarah Hallam FCCA (Senior Statutory Auditor)

for and on behalf of

Menzies LLP

Chartered Accountants

Statutory Auditor

4th Floor

95 Gresham Street

London

EC2V 7AB

1 October 2025

Page 6


NEWINCCO 1404 LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

	2025	2024
Note	£	£


Administrative expenses		(15,459)	(10,437)
Operating loss		(15,459)	(10,437)
Interest receivable and similar income	4	848,747	796,375
Profit before tax		833,288	785,938
Tax on profit	5	(675,425)	452,360
Profit for the financial year		157,863	1,238,298

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 10 to 16 form part of these financial statements.

Page 7


NEWINCCO 1404 LIMITED REGISTERED NUMBER:10177604

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Investments	7		5		5
			5		5
Non current assets
Debtors: amounts due after more than one year	8		875,000		650,000
			875,000		650,000
Current assets
Debtors: amounts due within one year	8	5,362,949		5,136,433
		5,362,949		5,136,433
Creditors: amounts due within one year	9	(5,253,034)		(4,959,381)
Net current assets			109,915		177,052
Total assets less current liabilities			984,920		827,057

Net assets			984,920		827,057

Capital and reserves
Called up share capital	11	1	1
Profit and loss account	12	984,919	827,056
		984,920	827,057

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J W J Ritblat

Director

Date: 1 October 2025

The notes on pages 10 to 16 form part of these financial statements.

Page 8


NEWINCCO 1404 LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 April 2023	1	(411,242)	(411,241)

Profit for the year	-	1,238,298	1,238,298

At 1 April 2024	1	827,056	827,057

Profit for the year	-	157,863	157,863
At 31 March 2025	1	984,919	984,920

The notes on pages 10 to 16 form part of these financial statements.

Page 9


NEWINCCO 1404 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Newincco 1404 Limited (the 'Company') is a private company limited by shares incorporated and domiciled in England & Wales. The registered office is 2 Fitzroy Place, 8 Mortimer Street, London, W1T 3JJ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Cortx Holdings Limited as at 31 March 2025 and these financial statements may be obtained from Companies House.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

2.4

Going concern

The directors therefore have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 10


NEWINCCO 1404 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.10

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like other debtors and creditors, loans from and to related parties and investments in ordinary shares.

3.	Auditor's remuneration
		2025	2024
		£	£

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements

6,480

5,900

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 11


NEWINCCO 1404 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

4.	Other interest receivable and similar income
		2025	2024
		£	£

	Loan interest receivable	848,747	796,375
		848,747	796,375

Of the loan Interest receivable above, £776,976 (2024: £742,025) was receivable from its subsidiary NW1 Partners UK LLP.

5.	Taxation

		2025	2024
		£	£

Corporation tax
Current tax on profits for the year	267,471	-
Adjustments in respect of previous periods	65,524	(112,334)
Group taxation relief	14,398	(215,026)
Foreign tax
Foreign tax on income for the year	342,832	-
	342,832	-
Total current tax	690,225	(327,360)

Deferred tax
Origination and reversal of timing differences	(14,800)	(125,000)
Total deferred tax	(14,800)	(125,000)


	Total tax charge/(credit)	675,425	(452,360)

Page 12


NEWINCCO 1404 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

5.Taxation (continued)

Factors affecting tax charge for the year
The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
	2025	2024
	£	£

Profit on ordinary activities before tax

833,288

785,938

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	208,322	196,485
Effects of:
Expenses not deductible for tax purposes	-	3,204
Adjustments to brought forward values	(5,357)	-
Receipt in respect of group relief	-	(218,584)
Adjustments to tax charge in respect of prior periods	65,524	(112,334)
Adjustments in respect of loss not recognised in accounts	-	(19,232)
Movement in deferred tax not recognised	57,570	(301,374)
Adjustments to deferred tax in respect of prior periods	238	(525)
Tax paid in the United States on share of profits in NW1 Partners US, LLC	342,832	-
Other differences leading to an increase in the tax charge	6,296	-
Total tax charge / (credit) for the year	675,425	(452,360)

The Company has recognised a deferred tax asset of £139,800 (2024: £125,000), calculated using the main rate of corporation tax of 25%. This is in respect of tax losses of £560,000 as the company anticipates that it will expect to receive profits from NW1 Partners UK LLP of £560,000 in the foreseeable future.
The Company has an unrecognised deferred tax asset at 31 March 2025 of £419,400 (2024: £361,830), calculated using the main rate of corporation tax of 25% (2024: 25%). This is calculated on the tax losses carried forward of £1,677,600 (2024: £1,447,320). It is not believed that there will be sufficient profits to utilise these losses in the foreseeable future therefore these have not been recognised in the year.

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

6.	Employees
	The Company has no employees other than the directors, who did not receive any remuneration as they are remunerated via a fellow group Company (2024 - £NIL).

Page 13


NEWINCCO 1404 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

7.	Fixed asset investments

		Unlisted investments
		£
	Cost or valuation
	At 1 April 2024	5
	At 31 March 2025	5

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	NW1 Capital Management Limited*	2 Fitzroy Place, 8 Mortimer Street, London, W1T 3JJ	Ordinary	45%
	NW1 Partners UK LLP	2 Fitzroy Place, 8 Mortimer Street, London, W1T 3JJ	Ordinary	45%

*Indirectly held.
Significant shareholdings Class of Holding
shares NW1 Partners US, LLC Voting rights 45%

The registered office of NW1 Partners US, LLC is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware 19801.
Additional disclosures are given in respect of significant shareholdings, which exceed certain 25% thresholds under FRS 102 Section 15 - "Interests in Joint Ventures", for the year ended 31 March 2025 as follows:


Name	Aggregate of share capital and reserves	(Loss)
	£	£

NW1 Capital Management Limited*	(1,845,766)	(313,324)
NW1 Partners UK LLP	(4,392,994)	(172,761)
NW1 Partners US, LLC	(879,571)	(555,612)

Page 14


NEWINCCO 1404 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

8.	Debtors
		2025	2024
		£	£

Due after more than one year
Other debtors	875,000	650,000
	875,000	650,000

					2025	2024
					£	£

Due within one year
Amounts owed by group undertakings	5,049,377	4,851,439
Other debtors	173,772	95,994
Corporation tax recoverable	-	64,000
Deferred taxation	139,800	125,000
	5,362,949	5,136,433

9.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Amounts owed to group undertakings	5,039,734	4,938,153
Accruals and deferred income	10,080	21,228
Corporation tax	203,220	-
	5,253,034	4,959,381

Page 15


NEWINCCO 1404 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

10.	Deferred taxation

		2025
		£

	At beginning of year	125,000
	Charged to profit or loss	14,800
	At end of year	139,800

The deferred tax asset is made up as follows:
	2025	2024
	£	£

	Tax losses carried forward	139,800	125,000
		139,800	125,000

11.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1 (2024 - 1) Ordinary share of £1.00	1	1

12.

Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses.

13.	Related party transactions
	The Company has taken advantage of the exemption in FRS 102 from the requirement to disclose transactions with group undertakings on the grounds that it is a wholly owned subsidiary of Cortx Holdings Limited, whose consolidated financial statements are publicly available.

14.	Controlling party

The ultimate parent undertaking is Cortx Holdings Limited, a company registered in England & Wales.
The smallest and the largest group in which the results of the company are consolidated is that headed by Cortx Holdings Limited. The registered office of Cortx Holdings Limited is 2 Fitzroy Place, 8 Mortimer Street, London, W1T 3JJ.
The consolidated financial statements of Cortx Holdings Limited are publicly available from Companies House.

Page 16