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REGISTERED NUMBER: 14818610 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 August 2025

for

JMAN Topco Limited

JMAN Topco Limited (Registered number: 14818610)

Contents of the Consolidated Financial Statements

for the Year Ended 31 August 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Consolidated Income Statement | 10 |

Consolidated Other Comprehensive Income | 11 |

Consolidated Balance Sheet | 12 |

Company Balance Sheet | 13 |

Consolidated Statement of Changes in Equity | 14 |

Company Statement of Changes in Equity | 15 |

Consolidated Cash Flow Statement | 16 |

Notes to the Consolidated Cash Flow Statement | 17 |

Notes to the Consolidated Financial Statements | 19 |

JMAN Topco Limited

Company Information

for the Year Ended 31 August 2025

| DIRECTORS: | Mr R N Cowen

| Mr J A Denison-Pender

| Mr G C Elton

| Mr A R I Newman

| Mr M Holgate

| REGISTERED OFFICE: | 10 Lloyd's Avenue

| London

| EC3N 3AJ

| REGISTERED NUMBER: | 14818610 (England and Wales)

| AUDITORS: | RSM UK Audit LLP, Statutory Auditor

| Third Floor

| Priory Place

| New London Road

| Chelmsford

| Essex

| CM2 0PP

JMAN Topco Limited (Registered number: 14818610)

Group Strategic Report

for the Year Ended 31 August 2025

The directors present their strategic report of the company and the group for the year ended 31 August 2025.

REVIEW OF BUSINESS

The group has continued to deliver strong results since its formation in May 2023. These financial statements present the results for the year ended 31 August 2025, which is the group's first 12-month reporting period. Comparative figures relate to the extended 15.5-month period from formation in May 2023 to 31 August 2024 and are therefore not directly comparable with the current year.

Key Performance Indicators

The group's key financial performance indicators during the period were as follows:

2025 |  | 2024 |  |

| 15.5 months |

| As restated |

£ s |  | £ s |  |

Turnover |  | 30,099 |  | 28,754 |

Gross profit |  | 17,254 |  | 19,517 |

EBITDA |  | 6,815 |  | 2,023 |

Gross profit margin |  | 57.3% |  | 67.9% |

EBITDA margin |  | 22.6% |  | 7.0% |

The 2024 figures presented above cover a 15.5 month period. On a pro rated 12 month basis, turnover is £22.3m, indicating growth of 35% for the year. The gross margin decreased from 67.9% to 57.3%, reflecting investments, including expansion into the US. EBITDA margin increased from 7.0% to 22.6%, reflecting the impact of one off Group incorporation and transaction costs incurred in the prior 15.5 month period. The Group's operating results are in line with the Directors' expectations, and the Group is well positioned for future growth.

Non-financial KPIs include a strong emphasis on client satisfaction, demonstrated through regular feedback mechanisms and high client retention rates. Project delivery and quality are assessed by project success rate and timely completion, underscoring the commitment to meeting client objectives.

Internally, employee engagement and productivity are prioritised, evidenced by high satisfaction scores and efficient utilisation of billable hours. Operational efficiency is measured through project profitability, reflecting the group's dedication to delivering value while managing costs effectively.

These KPIs align with strategic objectives, illustrating a commitment to client-centricity, operational excellence, and fostering a supportive, engaged workforce.

Future Developments

The group anticipates strong organic growth over the coming years. Ongoing investments are planned to extend service offerings, and strategic hires are in the pipeline to reinforce capabilities.

The group closely monitors the macro-economic environment and its potential impact on the business.

JMAN is committed to building a world-leading organisation, combining technological expertise and deep commercial understanding to deliver tangible, high-value outcomes for clients.

JMAN Topco Limited (Registered number: 14818610)

Group Strategic Report

for the Year Ended 31 August 2025

PRINCIPAL RISKS AND UNCERTAINTIES

Market risk

JMAN faces risks from economic uncertainty, including macro-economic changes and global conflict. These have not impacted the group during the year. A diverse customer base, both in revenue mix and concentration, reduces exposure to market downturns.

Staff risk

Retention of key staff and skilled labour shortages are ongoing risks. The group offers a competitive pay structure and an attractive employee value proposition, successfully attracting and retaining employees across all grades. Operations in the UK, US, and India provide access to skilled labour.

Information security risk

Information security remains a key focus. The group employs best-in-class security software and processes to minimise and restrict the impact of cyber-attacks. Regular cyber security training is provided to staff.

Tax risk

The group is fully compliant with all applicable tax rules, regulations, and disclosure requirements. No aggressive tax planning is undertaken; all transactions have a clear business purpose and commercial rationale.

Financial instruments

The group has normal exposure to price, credit, liquidity, and cash flow risks arising from trading activities, primarily conducted in GBP, USD, and INR. During the period, forward foreign exchange contracts were entered into to mitigate currency risk in the US and India, with hedge accounting adopted in accordance with FRS 102.

ON BEHALF OF THE BOARD:

Mr R N Cowen - Director

14 January 2026

JMAN Topco Limited (Registered number: 14818610)

Report of the Directors

for the Year Ended 31 August 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 August 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of management consultancy, data science and software engineering.

DIVIDENDS

No dividends will be distributed for the year ended 31 August 2025.

DIRECTORS

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

Mr J A Denison-Pender

Mr G C Elton

Mr A R I Newman

Mr M Holgate

Other changes in directors holding office are as follows:

Mr R N Cowen - appointed 2 September 2024

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The group has made qualifying third party indemnity provisions for the benefit of its directors since the year end, and this remains in place at the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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;

- | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

JMAN Topco Limited (Registered number: 14818610)

Report of the Directors

for the Year Ended 31 August 2025

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 group'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 group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mr R N Cowen - Director

14 January 2026

Report of the Independent Auditors to the Members of

JMAN Topco Limited

Opinion

We have audited the financial statements of JMAN Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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 group's and of the parent company affairs as at 31 August 2025 and of the group's 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 group 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 group's and the parent 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.

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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of

JMAN Topco Limited

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- | the parent company 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of

JMAN Topco Limited

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 a Report of the Auditors 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.

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

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operates in and how the group and parent company are complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and reviewing tax computations.

The group audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, as well as testing revenue transactions both in the year and in respect of year end cut-off.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of

JMAN Topco Limited

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 a Report of the Auditors 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.

Kerry Norman (Senior Statutory Auditor)

for and on behalf of RSM UK Audit LLP, Statutory Auditor

Third Floor

Priory Place

New London Road

Chelmsford

Essex

CM2 0PP

16 January 2026

JMAN Topco Limited (Registered number: 14818610)

Consolidated Income Statement

for the Year Ended 31 August 2025

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

| Notes | £ | £ |

TURNOVER | 3 | 30,098,720 |  | 28,754,340 |  |

Cost of sales | (12,844,309 | ) | (9,237,699 | ) |

GROSS PROFIT | 17,254,411 |  | 19,516,641 |  |

Administrative expenses | (20,881,653 | ) | (30,416,103 | ) |

(3,627,242 | ) | (10,899,462 | ) |

Other operating income | 6,151 |  | - |  |

OPERATING LOSS | 5 | (3,621,091 | ) | (10,899,462 | ) |

Interest receivable and similar income | 45,682 |  | 30,560 |  |

(3,575,409 | ) | (10,868,902 | ) |

Interest payable and similar expenses | 6 | (473 | ) | (24,492 | ) |

LOSS BEFORE TAXATION | (3,575,882 | ) | (10,893,394 | ) |

Tax on loss | 7 | (1,854,471 | ) | (161,429 | ) |

LOSS FOR THE FINANCIAL YEAR | (5,430,353 | ) | (11,054,823 | ) |

Loss attributable to:

Owners of the parent | (5,430,353 | ) | (11,054,823 | ) |

JMAN Topco Limited (Registered number: 14818610)

Consolidated Other Comprehensive Income

for the Year Ended 31 August 2025

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

| Notes | £ | £ |

LOSS FOR THE YEAR | (5,430,353 | ) | (11,054,823 | ) |

OTHER COMPREHENSIVE INCOME |

Currency translation | (567,142 | ) | (880,527 | ) |

Open position gain on FX derivative | 97,039 |  | - |  |

Open position loss on FX derivative | (442,437 | ) | - |  |

Income tax relating to components of other comprehensive income | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | (912,540 | ) | (880,527 | ) |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (6,342,893 | ) | (11,935,350 | ) |

| Note

Prior year adjustment | 9 | 334,861 |  |

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT | (6,008,032 | ) |

Total comprehensive income attributable to:

Owners of the parent | (6,008,032 | ) | (11,935,350 | ) |

JMAN Topco Limited (Registered number: 14818610)

Consolidated Balance Sheet

31 August 2025

| 31.8.25 |  | 31.8.24

| as restated |

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 10 | 74,230,894 |  | 83,534,162 |  |

Tangible assets | 11 | 422,497 |  | 403,072 |  |

Investments | 12 | - |  | - |  |

74,653,391 |  | 83,937,234 |  |

CURRENT ASSETS

Debtors | 13 | 9,288,145 |  | 9,318,392 |  |

Cash at bank | 9,466,471 |  | 4,325,012 |  |

18,754,616 |  | 13,643,404 |  |

CREDITORS

Amounts falling due within one year | 14 | (6,217,739 | ) | (4,224,916 | ) |

NET CURRENT ASSETS | 12,536,877 |  | 9,418,488 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 87,190,268 |  | 93,355,722 |  |

PROVISIONS FOR LIABILITIES | 17 | (203,970 | ) | - |  |

NET ASSETS | 86,986,298 |  | 93,355,722 |  |

CAPITAL AND RESERVES

Called up share capital | 18 | 39,481 |  | 38,797 |  |

Share premium | 19 | 10,720,964 |  | 10,720,964 |  |

Share based payment reserve | 19 | 48,790 |  | 76,005 |  |

Other reserves | 19 | 94,455,306 |  | 94,455,306 |  |

Cash flow hedge reserve | 19 | (345,398 | ) | - |  |

Retained earnings | 19 | (17,932,845 | ) | (11,935,350 | ) |

SHAREHOLDERS' FUNDS | 86,986,298 |  | 93,355,722 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 14 January 2026 and were signed on its behalf by:

Mr R N Cowen - Director

JMAN Topco Limited (Registered number: 14818610)

Company Balance Sheet

31 August 2025

| 31.8.25 |  | 31.8.24

| as restated |

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 10 | - |  | - |  |

Tangible assets | 11 | - |  | - |  |

Investments | 12 | 10,034,962 |  | 9,979,832 |  |

10,034,962 |  | 9,979,832 |  |

CURRENT ASSETS

Debtors | 13 | 751,292 |  | 193,048 |  |

Cash at bank | 114,055 |  | 116,123 |  |

865,347 |  | 309,171 |  |

CREDITORS

Amounts falling due within one year | 14 | (561,868 | ) | - |  |

NET CURRENT ASSETS | 303,479 |  | 309,171 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 10,338,441 |  | 10,289,003 |  |

CAPITAL AND RESERVES

Called up share capital | 18 | 39,481 |  | 38,797 |  |

Share premium | 19 | 10,720,960 |  | 10,720,960 |  |

Share based payment reserve | 19 | 55,130 |  | - |  |

Retained earnings | 19 | (477,130 | ) | (470,754 | ) |

SHAREHOLDERS' FUNDS | 10,338,441 |  | 10,289,003 |  |

Company's loss for the financial year | (6,376 | ) | (470,754 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 14 January 2026 and were signed on its behalf by:

Mr R N Cowen - Director

JMAN Topco Limited (Registered number: 14818610)

Consolidated Statement of Changes in Equity

for the Year Ended 31 August 2025

| Called up |

| share |  | Retained |  | Share

| capital |  | earnings |  | premium

£ | £ | £ |

Changes in equity

Issue of share capital | 38,797 |  | - |  | 10,720,964 |  |

Total comprehensive income | - |  | (12,270,211 | ) | - |  |

Balance at 31 August 2024 | 38,797 |  | (12,270,211 | ) | 10,720,964 |  |

Prior year adjustment | - |  | 334,861 |  | - |  |

As restated | 38,797 |  | (11,935,350 | ) | 10,720,964 |  |

Changes in equity

Issue of share capital | 684 |  | - |  | - |  |

Total comprehensive income | - |  | (5,997,495 | ) | - |  |

Balance at 31 August 2025 | 39,481 |  | (17,932,845 | ) | 10,720,964 |  |

| Share |

| based |  | Cash flow |

| payment |  | Other |  | hedge |  | Total

| reserve |  | reserves |  | reserve |  | equity

£ | £ | £ | £ |

Changes in equity

Issue of share capital | - |  | - |  | - |  | 10,759,761 |  |

Total comprehensive income | - |  | - |  | - |  | (12,270,211 | ) |

Share option charge | 76,005 |  | - |  | - |  | 76,005 |  |

FV uplift of investment | - |  | 94,455,306 |  | - |  | 94,455,306 |  |

Balance at 31 August 2024 | 76,005 |  | 94,455,306 |  | - |  | 93,020,861 |  |

Prior year adjustment | - |  | - |  | - |  | 334,861 |  |

As restated | 76,005 |  | 94,455,306 |  | - |  | 93,355,722 |  |

Changes in equity

Issue of share capital | - |  | - |  | - |  | 684 |  |

Total comprehensive income | - |  | - |  | (345,398 | ) | (6,342,893 | ) |

Share option charge | (27,215 | ) | - |  | - |  | (27,215 | ) |

Balance at 31 August 2025 | 48,790 |  | 94,455,306 |  | (345,398 | ) | 86,986,298 |  |

JMAN Topco Limited (Registered number: 14818610)

Company Statement of Changes in Equity

for the Year Ended 31 August 2025

| Share |

| Called up |  | based |

| share |  | Retained |  | Share |  | payment |  | Total

| capital |  | earnings |  | premium |  | reserve |  | equity

£ | £ | £ | £ | £ |

Changes in equity

Issue of share capital | 38,797 |  | - |  | 10,720,960 |  | - |  | 10,759,757 |  |

Total comprehensive income | - |  | (470,754 | ) | - |  | - |  | (470,754 | ) |

Balance at 31 August 2024 | 38,797 |  | (470,754 | ) | 10,720,960 |  | - |  | 10,289,003 |  |

Changes in equity

Issue of share capital | 684 |  | - |  | - |  | - |  | 684 |  |

Total comprehensive income | - |  | (6,376 | ) | - |  | - |  | (6,376 | ) |

Share option charge | - |  | - |  | - |  | 55,130 |  | 55,130 |  |

Balance at 31 August 2025 | 39,481 |  | (477,130 | ) | 10,720,960 |  | 55,130 |  | 10,338,441 |  |

JMAN Topco Limited (Registered number: 14818610)

Consolidated Cash Flow Statement

for the Year Ended 31 August 2025

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 8,095,322 |  | (1,331,842 | ) |

Interest paid | - |  | (23,143 | ) |

Interest element of hire purchase payments paid | (473 | ) | (1,349 | ) |

Tax paid | (1,277,879 | ) | (1,369,536 | ) |

Net cash from operating activities | 6,816,970 |  | (2,725,870 | ) |

Cash flows from investing activities

Purchase of intangible fixed assets | (1,480,306 | ) | (502,291 | ) |

Purchase of tangible fixed assets | (250,660 | ) | (480,944 | ) |

Sale of tangible fixed assets | 17,892 |  | 26,773 |  |

Acquisition of sub net of cash acquired | - |  | (9,847,665 | ) |

Cash acquired on acquisition of a sub | - |  | 7,071,322 |  |

Interest received | 45,682 |  | 30,560 |  |

Net cash from investing activities | (1,667,392 | ) | (3,702,245 | ) |

Cash flows from financing activities

Capital repayments in year on leases | (8,803 | ) | (6,632 | ) |

Share issue | 684 |  | 10,759,759 |  |

Net cash from financing activities | (8,119 | ) | 10,753,127 |  |

Increase in cash and cash equivalents | 5,141,459 |  | 4,325,012 |  |

Cash and cash equivalents at beginning of year | 2 | 4,325,012 |  | - |  |

Cash and cash equivalents at end of year | 2 | 9,466,471 |  | 4,325,012 |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Cash Flow Statement

for the Year Ended 31 August 2025

1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

£ | £ |

| Loss before taxation | (3,575,882 | ) | (10,893,394 | ) |

| Depreciation charges | 10,436,562 |  | 12,902,190 |  |

| (Profit)/loss on disposal of fixed assets | (6,785 | ) | 3,784 |  |

| Equity-settled share option expense | (27,215 | ) | 76,005 |  |

| Finance costs | 473 |  | 24,492 |  |

| Finance income | (45,682 | ) | (30,560 | ) |

6,781,471 |  | 2,082,517 |  |

| Increase in trade and other debtors | (82,616 | ) | (2,524,729 | ) |

| Increase/(decrease) in trade and other creditors | 1,396,467 |  | (889,630 | ) |

| Cash generated from operations | 8,095,322 |  | (1,331,842 | ) |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 31 August 2025

| 31.8.25 |  | 1.9.24

£ | £ |

| Cash and cash equivalents | 9,466,471 |  | 4,325,012 |  |

| Period ended 31 August 2024

| 31.8.24 |  | 21.4.23

| as restated |

£ | £ |

| Cash and cash equivalents | 4,325,012 |  | - |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Cash Flow Statement

for the Year Ended 31 August 2025

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.9.24 | Cash flow | At 31.8.25

£ | £ | £ |

| Net cash |

| Cash at bank | 4,325,012 |  | 5,141,459 |  | 9,466,471 |  |

4,325,012 |  | 5,141,459 |  | 9,466,471 |  |

| Debt

| Finance leases | (8,803 | ) | 8,803 |  | - |  |

(8,803 | ) | 8,803 |  | - |  |

| Total | 4,316,209 |  | 5,150,262 |  | 9,466,471 |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements

for the Year Ended 31 August 2025

1. | STATUTORY INFORMATION

| JMAN Topco 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 General 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Having carried out a detailed review of the group's position and its forecasts at the date of signing the financial statements, the directors are satisfied the group has sufficient cash resources based on it's current facilities to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Thus, the directors have prepared the accounts on a going concern basis.

| The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Cash Flows in these financial statements.

| In all instances through these financial statements 2024 references the long period 21st April 2023 to 31st August 2024.

| Basis of consolidation

| The group financial statements consolidate the financial statements of JMAN Topco Limited and its subsidiary undertaking drawn up to 31 August. Subsidiary undertakings are included in the group financial statements using the acquisition method of accounting.

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

2. | ACCOUNTING POLICIES - continued

| Significant judgements and estimates

| In the application of the group'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.

| Key areas of management judgement

| The directors have considered whether any critical judgements have been made in the preparation of these financial statements and they believe there are none to note.

| Key sources of estimation uncertainty

| The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

| Useful economic life of goodwill

| Amortisation is provided on goodwill based on an estimate of the associated useful economic life. Management have considered the nature of the businesses acquired and the expected pattern of the future economic to be consumed in future periods in this determination. Goodwill is being amortised over a 10 year period. At the balance sheet date the carrying value of goodwill amounted to £73,076,592.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Revenue is recognised when (a) the amount of revenue can be measured reliably, (b) it is probable that the economic benefits associated with the transaction will flow to the seller, (c) the stage of completion of the transaction at the end of the reporting period can be measured reliably, (d) the costs incurred to date for the transaction and the costs to complete the transaction can be measured reliably.

| The group sells consultancy services. Revenue is recognised in the accounting period in which the services are rendered when the outcome of contract can be estimated reliably. The group uses the percentage of completion method based on the actual service performed as a percentage of the total services to be provided.

| Goodwill

| Goodwill, being the amount paid in connection with the acquisition of businesses in 2023, is being amortised evenly over their estimated useful life of ten years.

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

2. | ACCOUNTING POLICIES - continued

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| The group capitalise development costs when it can demonstrate that the following conditions are met:

| - The technical feasibility of completing the intangible asset so that it will be available for use or sale exists;

| -There is an intention to complete the intangible asset and use or sell it;

| -There is an ability to use or sell the intangible asset;

| - The group can demonstrate that the intangible asset is expected to generate probable future economic benefits;

| - There is an availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

| - There is an ability to measure reliably the expenditure attributable to the intangible asset during its development

| Development costs are being amortised evenly over their estimated useful life of three years.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Short leasehold | - | 20% on cost

| Motor vehicles | - | 10% on cost

| Plant and machinery | - | 10% on cost

| Cyclescheme | - | 10% on cost

| Computer equipment | - | 20% on cost

| Financial instruments

| Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss.

| Derivative financial instruments

| The group has entered into forward contract foreign exchange derivatives to manage its exposure to foreign exchange cash flow risk on forecasted transactions in foreign currency. These derivatives are measured at fair value at each reporting date based on foreign exchange spot rates at that time. To the extent the hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. This amount is reclassified from the cash flow hedge reserve to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss. Any ineffective portions of those movements are recognised in profit or loss for the period.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

2. | ACCOUNTING POLICIES - continued

| 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.

| Research and development

| Expenditure on software development directly associated with on-going revenue streams is capitalised and amortised over 3 years. Other research and development is expensed in the year in which it is incurred.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

| Equity settled share option plans

| Certain employees of the group, including directors, receive remuneration in the form of awards of options in respect of shares in the parent company, JMAN TopCo Limited, whereby they render services in exchange for such equity-based awards.

| The cost of the services to be received from employees and the corresponding increase in the share options reserve are measured with reference to the fair value of the parent company’s shares on the date on which the equity-based awards are granted.

| The cost of these equity-based awards is recognised in profit or loss, together with a corresponding increase in total equity under share options reserve, over the vesting period. The cumulative expense recognised for equity based awards granted at each reporting date until the vesting date reflects the extent to which the vesting period has expired, as well as the group’s best estimate of the number of equity-based awards that will ultimately vest. The estimate is revised if subsequent information indicates that the number of equity-based awards expected to vest differs from previous estimates.

| Fixed asset investments

| Investment in a subsidiary company is held at cost less accumulated impairment losses.

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

3. | TURNOVER

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

| An analysis of turnover by geographical market is given below:

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

£ | £ |

| United Kingdom | 14,984,400 |  | 16,469,284 |  |

| Europe | 4,477,725 |  | 3,949,220 |  |

| United States of America | 10,636,595 |  | 8,303,836 |  |

| Rest of World | - |  | 32,000 |  |

30,098,720 |  | 28,754,340 |  |

4. | EMPLOYEES AND DIRECTORS

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

£ | £ |

| Wages and salaries | 13,494,423 |  | 16,825,934 |  |

| Social security costs | 1,331,756 |  | 1,029,714 |  |

| Other pension costs | 709,714 |  | 549,529 |  |

15,535,893 |  | 18,405,177 |  |

| The average number of employees during the year was as follows:

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

| Directors | 5 |  | 5 |  |

| Managers | 12 |  | 5 |  |

| Consultants and support | 147 |  | 84 |  |

| Engineers | 208 |  | 126 |  |

| Administration | 33 |  | 21 |  |

405 |  | 241 |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

4. | EMPLOYEES AND DIRECTORS - continued

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

£ | £ |

| Directors' remuneration | 846,250 |  | 1,193,210 |  |

| Directors' pension contributions to money purchase schemes | - |  | 12,955 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | - |  | 1 |  |

| Information regarding the highest paid director is as follows:

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

£ | £ |

| Emoluments etc | 267,377 |  | 680,787 |  |

| Pension contributions to money purchase schemes | - |  | 12,955 |  |

5. | OPERATING LOSS

| The operating loss is stated after charging/(crediting):

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

£ | £ |

| Other operating leases | 915,670 |  | 1,087,115 |  |

| Depreciation - owned assets | 220,128 |  | 165,678 |  |

| (Profit)/loss on disposal of fixed assets | (6,785 | ) | 3,784 |  |

| Goodwill amortisation | 9,555,566 |  | 12,589,765 |  |

| Development costs amortisation | 660,865 |  | 167,430 |  |

| Auditors' remuneration | 125,000 |  | 125,000 |  |

| Foreign exchange differences | 121,714 |  | 199,687 |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

£ | £ |

| Bank interest | - |  | 11,239 |  |

| Other interest | - |  | 11,904 |  |

| Hire purchase | 473 |  | 1,349 |  |

473 |  | 24,492 |  |

7. | TAXATION

| Analysis of the tax charge

| The tax charge on the loss for the year was as follows:

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

£ | £ |

| Current tax:

| UK corporation tax | 1,471,130 |  | 293,734 |  |

| Deferred tax | 383,341 |  | (132,305 | ) |

| Tax on loss | 1,854,471 |  | 161,429 |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

7. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

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

| Period

| 21.4.23

| Year Ended |  | to

| 31.8.25 |  | 31.8.24

| as restated |

£ | £ |

| Loss before tax | (3,575,882 | ) | (10,893,394 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | (893,971 | ) | (2,723,349 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 2,283,997 |  | 2,884,778 |  |

| Adjustments to tax charge in respect of previous periods | 120,945 |  | - |  |

| Differences in tax rates for foreign entities | 297,461 |  | - |  |

| Losses carried forward not recognised in deferred tax | 46,039 |  | - |  |

| Total tax charge | 1,854,471 |  | 161,429 |  |

| Tax effects relating to effects of other comprehensive income |

| 31.8.25 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Currency translation | (567,142 | ) | - |  | (567,142 | ) |

| Open position gain on FX derivative | 97,039 |  | - |  | 97,039 |  |

| Open position loss on FX derivative | (442,437 | ) | - |  | (442,437 | ) |

(912,540 | ) | - |  | (912,540 | ) |

| 21.4.23 to 31.8.24 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Currency translation | (880,527 | ) | - |  | (880,527 | ) |

8. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

9. | PRIOR YEAR ADJUSTMENT

| The group has changed its accounting policy for research and development. The previous accounting policy was to expense all research and development costs as incurred. The new accounting policy is to capitalise development expenditure on software development that meets the recognition criteria for internally generated intangible assets under FRS 102. These assets are amortised over a useful life of 3 years.

| In the opinion of the directors, the new policy provides reliable information and is more relevant than the policy it replaces by reflecting the future economic benefits generated by the capitalised costs.

| The financial statements for the year ended 31st August 2024 have been restated for this change in accounting policy. The effect of the restatement on the financial statement line items in the year ended 31 August 2024, and the impact of this change in policy on the year ended 31 August 2025 financial statements is:

|  | 31st August 2025 |  | 31st August 2024 |  |

| As restated |  |

| £ |  | £ |  |

| Balance sheet |  |

| Intangible assets |  | 1,154,302 |  | 334,861 |  |

| Retained earnings |  | (1,154,302 | ) | (334,861 | ) |

| Income statement |  |

| Cost of sales |  | (1,480,306 | ) | (502,291 | ) |

| Administrative expenses |  | 660,865 |  | 167,430 |  |

| (Increase)/decrease in gross profit |  | (1,480,306 | ) | (502,291 | ) |

| (Increase)/decrease in operating loss |  | (819,441 | ) | (334,861 | ) |

| (Increase)/decrease in net assets |  | (1,154,302 | ) | (334,861 | ) |

| The change in accounting policy has been applied retrospectively, and comparative information has been restated accordingly.

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

10. | INTANGIBLE FIXED ASSETS

| Group

| Development |

| Goodwill |  | costs |  | Totals

£ | £ | £ |

| COST

| At 1 September 2024 | 95,720,141 |  | 502,291 |  | 96,222,432 |  |

| Additions | - |  | 1,480,306 |  | 1,480,306 |  |

| Exchange differences | (712,765 | ) | - |  | (712,765 | ) |

| At 31 August 2025 | 95,007,376 |  | 1,982,597 |  | 96,989,973 |  |

| AMORTISATION

| At 1 September 2024 | 12,520,840 |  | 167,430 |  | 12,688,270 |  |

| Amortisation for year | 9,555,566 |  | 660,865 |  | 10,216,431 |  |

| Exchange differences | (145,622 | ) | - |  | (145,622 | ) |

| At 31 August 2025 | 21,930,784 |  | 828,295 |  | 22,759,079 |  |

| NET BOOK VALUE

| At 31 August 2025 | 73,076,592 |  | 1,154,302 |  | 74,230,894 |  |

| At 31 August 2024 | 83,199,301 |  | 334,861 |  | 83,534,162 |  |

| Goodwill relates to the acquisition of JMAN Group Limited and JMAN Digital Services Pvt Ltd.

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

11. | TANGIBLE FIXED ASSETS

| Group

| Short |  | Motor |  | Plant and

| leasehold |  | vehicles |  | machinery

£ | £ | £ |

| COST

| At 1 September 2024 | 160,163 |  | 15,488 |  | 371,939 |  |

| Additions | 6,414 |  | - |  | 122,398 |  |

| Disposals | - |  | (11,107 | ) | - |  |

| At 31 August 2025 | 166,577 |  | 4,381 |  | 494,337 |  |

| DEPRECIATION

| At 1 September 2024 | 25,074 |  | - |  | 129,107 |  |

| Charge for year | 33,314 |  | - |  | 164,134 |  |

| At 31 August 2025 | 58,388 |  | - |  | 293,241 |  |

| NET BOOK VALUE

| At 31 August 2025 | 108,189 |  | 4,381 |  | 201,096 |  |

| At 31 August 2024 | 135,089 |  | 15,488 |  | 242,832 |  |

| Computer |

| Cyclescheme |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 September 2024 | 8,790 |  | 11,383 |  | 567,763 |  |

| Additions | 5,758 |  | 116,090 |  | 250,660 |  |

| Disposals | - |  | - |  | (11,107 | ) |

| At 31 August 2025 | 14,548 |  | 127,473 |  | 807,316 |  |

| DEPRECIATION

| At 1 September 2024 | 6,485 |  | 4,025 |  | 164,691 |  |

| Charge for year | 6,569 |  | 16,111 |  | 220,128 |  |

| At 31 August 2025 | 13,054 |  | 20,136 |  | 384,819 |  |

| NET BOOK VALUE

| At 31 August 2025 | 1,494 |  | 107,337 |  | 422,497 |  |

| At 31 August 2024 | 2,305 |  | 7,358 |  | 403,072 |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

12. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 September 2024 | 9,979,832 |  |

| Additions | 55,130 |  |

| At 31 August 2025 | 10,034,962 |  |

| NET BOOK VALUE

| At 31 August 2025 | 10,034,962 |  |

| At 31 August 2024 | 9,979,832 |  |

| The additions in the year relate to an increase in investment in JMAN Group Limited for the fair value of the share options granted.

13. | DEBTORS

| Group |  | Company |

| 31.8.25 |  | 31.8.24 |  | 31.8.25 |  | 31.8.24 |

| as restated |  | as restated |

£ | £ | £ | £ |

| Amounts falling due within one year: |

| Trade debtors | 4,399,092 |  | 7,376,392 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 750,642 |  | 193,048 |  |

| Other debtors | 769,758 |  | 893,869 |  | - |  | - |  |

| Tax | 171,064 |  | 194,027 |  | - |  | - |  |

| VAT | - |  | - |  | 650 |  | - |  |

| Deferred tax asset | - |  | 186,939 |  | - |  | - |  |

| Prepayments and accrued income | 3,890,595 |  | 667,165 |  | - |  | - |  |

9,230,509 |  | 9,318,392 |  | 751,292 |  | 193,048 |  |

| Amounts falling due after more than one year: |

| Other debtors | 57,636 |  | - |  | - |  | - |  |

| Aggregate amounts | 9,288,145 |  | 9,318,392 |  | 751,292 |  | 193,048 |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

13. | DEBTORS - continued

| Deferred tax asset

| Group |  | Company |

| 31.8.25 |  | 31.8.24 |  | 31.8.25 |  | 31.8.24 |

| as restated |  | as restated |

£ | £ | £ | £ |

| Deferred tax | - |  | 186,939 |  | - |  | - |  |

| Included in other debtors is an open position gain on a forward contract foreign exchange derivative totalling £97,039 for cash flow hedges in place relating to highly probable forecast transactions in foreign currency. The company has a need to purchase foreign currency to support its intra-group trading and as these purchases are denominated in USD and INR, forward contracts have been taken out to purchase the required foreign currency. The risk arising from movements in the GBP/USD and GBP/INR exchange rates are considered to be hedged by these forward contracts, hence the designation as a cash flow hedge relationship.

| The cash flows are expected to occur monthly throughout the financial year 2026 and be fully utilsed by 31st August 2026.

| The whole change in value of the hedging instrument was recognised in other comprehensive income during the period, resulting in a credit of £97,039 (2024: NIL). No amounts were reclassified from equity to profit or loss.

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

| Group |  | Company |

| 31.8.25 |  | 31.8.24 |  | 31.8.25 |  | 31.8.24 |

| as restated |  | as restated |

£ | £ | £ | £ |

| Hire purchase contracts (see note 15) | - |  | 8,803 |  | - |  | - |  |

| Trade creditors | 154,006 |  | 532,603 |  | - |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 561,868 |  | - |  |

| Tax | 572,639 |  | 409,918 |  | - |  | - |  |

| Social security and other taxes | 293,429 |  | 240,588 |  | - |  | - |  |

| VAT | 623,585 |  | 82,543 |  | - |  | - |  |

| Other creditors | 683,268 |  | 252,139 |  | - |  | - |  |

| Accruals and deferred income | 3,890,812 |  | 2,698,322 |  | - |  | - |  |

6,217,739 |  | 4,224,916 |  | 561,868 |  | - |  |

| Included in other creditors is an open position loss on a forward contract foreign exchange derivative totalling £442,437 for cash flow hedges in place relating to highly probable forecast transactions in foreign currency. The company has a need to purchase foreign currency to support its intra-group trading and as these purchases are denominated in USD and INR, forward contracts have been taken out to purchase the required foreign currency. The risk arising from movements in the GBP/USD and GBP/INR exchange rates are considered to be hedged by these forward contracts, hence the designation as a cash flow hedge relationship.

| The cash flows are expected to occur monthly throughout the financial year 2026 and be fully utilsed by 31st August 2026.

| The whole change in value of the hedging instrument was recognised in other comprehensive income during the period, resulting in a credit of £442,437 (2024: NIL). No amounts were reclassified from equity to profit or loss.

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

15. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Hire purchase |

| contracts |

| 31.8.25 |  | 31.8.24 |

| as restated |

£ | £ |

| Net obligations repayable:

| Within one year | - |  | 8,803 |  |

| Group

| Non-cancellable |

| operating leases |

| 31.8.25 |  | 31.8.24

| as restated |

£ | £ |

| Within one year | 661,266 |  | 652,944 |  |

| Between one and five years | 1,192,337 |  | 1,853,603 |  |

1,853,603 |  | 2,506,547 |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

16. | FINANCIAL INSTRUMENTS

|  | Group |  |  | Group |

|  | 31.08.2025 |  |  | 31.08.2024 |

|  | £ |  |  | £ |

| FINANCIAL ASSETS |  |

| Financial assets measured at fair value through profit and loss |  | 9,466,471 |  |  | 4,325,012 |

| Financial assets that are debt instruments measured at amortised cost |  | 8,363,047 |  |  | 8,723,906 |

| Financial assets measured at fair value through OCI |  | 97,039 |  |  | - |

|  | 17,926,557 |  |  | 13,048,918 |

| FINANCIAL LIABILITIES |  |

| Financial liabilities measured at amortised cost |  | (4,273,432 | ) |  | (3,488,171 | )

| Financial liabilities measured at fair value through OCI |  | (442,437 | ) |

|  | (4,715,869 | ) |  | (3,488,171 | )

|  | Company |  |  | Company |

|  | 31.08.2025 |  |  | 31.08.2024 |

|  | £ |  |  | £ |

| FINANCIAL ASSETS |  |

| Financial assets measured at fair value through profit and loss |  | 114,055 |  |  | 116,123 |

| Financial assets that are debt instruments measured at amortised cost |  | 750,642 |  |  | 193,048 |

|  | 864,697 |  |  | 309,171 |

| FINANCIAL LIABILITIES |  |

| Financial liabilities measured at amortised cost |  | (561,368 | ) |  | - |

| Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings (where applicable), other debtors and accrued income.

| Financial assets measured at fair value through the profit and loss comprise of cash and cash equivalents.

| Financial liabilities measured at amortised cost comprise bank and other loans (including finance leases), overdrafts, trade creditors, other creditors, amounts owed to group undertakings and accruals.

| Financial liabilities measured at fair value through other comprehensive income comprise of derivatives.

17. | PROVISIONS FOR LIABILITIES

| Group |

| 31.8.25 |  | 31.8.24 |

| as restated |

£ | £ |

| Deferred tax | 203,970 |  | - |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

17. | PROVISIONS FOR LIABILITIES - continued

| Group

| Deferred |

| tax |

£ |

| Balance at 1 September 2024 | (186,939 | ) |

| Provided during year | 383,341 |  |

| Foreign exchange | 7,568 |  |

| Balance at 31 August 2025 | 203,970 |  |

18. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: |  | Class: |  | Nominal value: |  | 202 5 | 2024 |

|  | £ | £ |

| 14,285,715 |  | A Ordinary |  | £0.001 |  | 14,286 | 14,286 |

| 10,000,000 |  | B Ordinary |  | £0.001 |  | 10,000 | 10,000 |

| 13,233,925 |  | C Ordinary |  | £0.001 |  | 13,234 | 13,234 |

| 1,048,799 |  | G2 Ordinary |  | £0.001 |  | 1,049 | 1,049 |

| 227,999 |  | G3 Ordinary |  | £0.001 |  | 228 | 228 |

| 227,999 |  | G4 Ordinary |  | £0.001 |  | 228 | - |

| 456,086 |  | G5 Ordinary |  | £0.001 |  | 456 | - |

|  | 39,481 | 38,797 |

| A Ordinary, B Ordinary and C Ordinary shares rank pari passu in all aspects except in relation to the voting rights. Full voting rights for B Ordinary shares are capped at no more than 24% of the aggregate voting rights of all shares in existence, in which any surplus is allocated to the A Ordinary shares.

| G2, G3, G4 and G5 Ordinary shares do not hold any voting rights, rights to dividends or capital distribution. They are entitled to proceeds where a relevant exit has occured and specific criteria is met in line with agreements in place.

| During the period 227,999 G4 Ordinary shares and 456,086 G5 Ordinary shares were each issued at nominal value of £0.001 per share.

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

19. | RESERVES

| Group

| Share

| based

| Retained |  | Share |  | payment

| earnings |  | premium |  | reserve

£ | £ | £ |

| At 1 September 2024 | (12,270,211 | ) | 10,720,964 |  | 76,005 |  |

| Prior year adjustment | 334,861 |  |

(11,935,350 | ) |

| Deficit for the year | (5,430,353 | ) |

| Currency translation | (567,142 | ) | - |  | - |  |

| Share option charge | - |  | - |  | (27,215 | ) |

| At 31 August 2025 | (17,932,845 | ) | 10,720,964 |  | 48,790 |  |

| Group

| Cash flow |

| Other |  | hedge |

| reserves |  | reserve |  | Totals

£ | £ | £ |

| At 1 September 2024 | 94,455,306 |  | - |  | 92,982,064 |  |

| Prior year adjustment | 334,861 |  |

93,316,925 |  |

| Deficit for the year | (5,430,353 | ) |

| Fair value loss | - |  | (442,437 | ) | (442,437 | ) |

| Fair value gain | - |  | 97,039 |  | 97,039 |  |

| Currency translation | - |  | - |  | (567,142 | ) |

| Share option charge | - |  | - |  | (27,215 | ) |

| At 31 August 2025 | 94,455,306 |  | (345,398 | ) | 86,946,817 |  |

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

19. | RESERVES - continued

| Company

| Share |

| based |

| Retained |  | Share |  | payment |

| earnings |  | premium |  | reserve |  | Totals

£ | £ | £ | £ |

| At 1 September 2024 | (470,754 | ) | 10,720,960 |  | - |  | 10,250,206 |  |

| Deficit for the year | (6,376 | ) | (6,376 | ) |

| Share option charge | - |  | - |  | 55,130 |  | 55,130 |  |

| At 31 August 2025 | (477,130 | ) | 10,720,960 |  | 55,130 |  | 10,298,960 |  |

| In calculating the goodwill arising on the acquisition of JMAN Group Limited whereby merger relief had been utilised, the investment in JMAN Group Limited was adjusted to fair value creating an other reserve.

20. | PENSION COMMITMENTS

| The Group contributes to a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £709,714 (2024: £554,528). Contributions totalling £92,737 (2024: £75,843) were payable to the fund at the reporting date.

21. | RELATED PARTY DISCLOSURES

| The group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

| During the year the group paid £106,272 (2024: £165,708) to Imitor Graphica Limited, a company under common control. There were amounts totalling £8,400 (2024: £8,400) outstanding at the year end.

| During the year, a total of key management personnel compensation of £ 846,250 (2024 - £ 1,211,102 ) was paid.

22. | ULTIMATE CONTROLLING PARTY

| There is no single ultimate controlling party.

JMAN Topco Limited (Registered number: 14818610)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 August 2025

23. | SHARE-BASED PAYMENT TRANSACTIONS

| The tax authority approved Enterprise Management Incentive Share Option Scheme, Company Share Option Plan, Performance Share ('RSU') Plan and SAR Employee Share Option Plan is operated for eligible employees, including directors.

| The options vest in accordance with terms determined by the directors but include continued employment and a change of control. If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if an employee leaves the company. Obligations under this scheme will be met by the issue of G2 Ordinary shares.

| The estimated fair value of the share options was valued by applying the Black-Scholes option pricing model.

|  | Weighted average exercise price (£ | ) | Number |  | Weighted average exercise price (£ | ) | Number |

|  | 2025 |  | 2025 |  | 2024 |  | 2024 |

| Outstanding at the beginning of the period |  | 0.001 |  | 2,915,987 |  | - |  | - |

| Granted during the period |  | 0.001 |  | 3,509,890 |  | 0.001 |  | 3,401,826 |

| Exercised during the period |  | - |  | - |  | - |  | - |

| Forfeited during the period |  | 0.001 |  | (1,317,497 | ) | 0.001 |  | (485,839 | )

| Outstanding at the end of the period |  | 0.001 |  | 5,108,380 |  | 0.001 |  | 2,915,987 |

| The number of options exercisable at 31 August 2025 was nil (2024: nil).

| The total expense recognised in the income statement in relation to the above share-based payment transactions was -£27,209 (2024:£76,005).

24. | SUBSIDIARY UNDERTAKINGS

| Name of undertaking |  | Registered office |  | Nature of business |  | Class of shares held |  | % Held Direct |  | % Held Indirect |  |

| JMAN Midco Limited |  | UK |  | Holding company |  | Ordinary |  | 100 |  |

| JMAN Group Limited |  | UK |  | Data and software consulting |  | Ordinary |  |  | 100 |  |

| JMAN Digital Services Pvt Ltd |  | India |  | Data and software consulting |  | Ordinary |  |  | 100 |  |

| JMAN US LLC |  | USA |  | Data and software consulting |  | Ordinary |  |  | 100 |  |