REGISTERED NUMBER: 06800014 (England and Wales)

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

NGP3 LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

K S Avery

M D Bennett

SECRETARY:

K S Avery

REGISTERED OFFICE:

Runway East

1 Victoria Street

Redcliffe

Bristol

BS1 6AA

REGISTERED NUMBER:

06800014 (England and Wales)

AUDITORS:

Burnside

Chartered Accountants

and Statutory Auditor

61 Queen Square

Bristol

BS1 4JZ

FIXED ASSETS

Investments

4

1,680,764

1,680,764

CURRENT ASSETS

Cash at bank

1

1

CREDITORS

Amounts falling due within one year

5

1,339,879

1,331,779

NET CURRENT LIABILITIES

(1,339,878

)

(1,331,778

)

TOTAL ASSETS LESS CURRENT LIABILITIES

340,886

348,986

CREDITORS

Amounts falling due after more than one year

6

2

2

NET ASSETS

340,884

348,984

CAPITAL AND RESERVES

Called up share capital

7

1,000

1,000

Share premium

300,000

300,000

Other reserves

7,500

-

Retained earnings

32,384

47,984

SHAREHOLDERS' FUNDS

340,884

348,984

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 December 2025 and were signed on its behalf by:

K S Avery - Director

1.	STATUTORY INFORMATION

NGP3 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.

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

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 NGP3 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, less provision for impairment in value.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised 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 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.

Financial instruments

Financial assets and liabilities are recognised in the balance sheet when the company becomes party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and are measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of any direct issue costs.

Interest bearing bank loans, overdrafts and other loans which meet the criteria of basic financial instruments are initially recorded at the present value of cash payable to the bank, usually being equivalent to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

Going concern

At the year end date the company had net current liabilities of £1,339,878. However, this includes a liability to its subsidiaries of £1,339,879, which it is understood will not be demanded unless the company has the means to pay.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

Share-based payment transactions

Employee share options are accounted for using the fair value of the options at the grant date, expensed over the estimated period until the exercise date. A compensation expense is recognised by debiting the profit and loss account and crediting an equity reserve. The fair value of the options is measured using the Black Scholes Merton model and changes in estimates are adjusted through profit and loss account.

When options are exercised or expire, a share options equity reserve is transferred to retained earnings.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakin

£

COST

At 1 April 2024

and 31 March 2025

1,680,764

NET BOOK VALUE

At 31 March 2025

1,680,764

At 31 March 2024

1,680,764

At 31 March 2025 the company owned 100% of the issued share capital of the companies listed below:

Aggregate capital and reserves

E3 Holdings Limited - £1 (2024 - £1)

E3 Media Limited - trading as Great State - £3,091,217 (2024 - £2,921,158)

Great State Limited - £1 (2024 - £1)

Profit and (loss) for the year

E3 Holdings Limited - £Nil (2024 - £Nil)

E3 Media Limited - trading as Great State - £650,059 (2024 - £415,650)

Great State Limited - £Nil (2024 - £Nil)

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amount owed to group

undertakings

1,339,879

1,331,779

1,339,879

1,331,779

6.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group

undertakings

2

2

2

2

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Ordinary

£1

1,000

1,000

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Steven Coombe FCA (Senior Statutory Auditor)

for and on behalf of Burnside

9.	CONTINGENT LIABILITIES

The company has granted a debenture to HSBC Bank plc as part of a composite guarantee in respect of borrowing facilities provided to E3 Media Limited - trading as Great State, and E3 Holdings Limited creating charges over the assets of the company.

E3 Media Limited had borrowings subject to this debenture at 31 March 2025 of £Nil (2024 - £Nil).

10.	RELATED PARTY DISCLOSURES

11.	SHARE-BASED PAYMENT TRANSACTIONS

On 11 October 2024 the company put in place an Employment Management Incentive ("EMI") Share Option scheme. At 31 March 2025 options over 316 'A' Ordinary shares of £1.00 had been granted to certain members of the management team.

All options vested as of the date of issue.

The options are exercisable at a price of £1.00 and are subject to certain exit conditions. The options could be exercised up until 11 October 2031. None of the options were exercised in the year, or after.

The directors have considered the options in issue and the uncertainties in the timing of the options that might be exercised in the future, and using the Black Scholes Merton model have determined that the related notional cost this year is £7,500 (2024 - £Nil). This has been recognised in these accounts and taken to the Share option reserve.