REGISTERED NUMBER: 14755828 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 August 2025

for

JMAN Midco Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

Mr A R I Newman

Mr R N Cowen

REGISTERED OFFICE:

10 Lloyd's Avenue

London

EC3N 3AJ

REGISTERED NUMBER:

14755828 (England and Wales)

AUDITORS:

RSM UK Audit LLP, Statutory Auditor

Third Floor

Priory Place

New London Road

Chelmsford

Essex

CM2 0PP

The directors present their strategic report for the year ended 31 August 2025.

REVIEW OF BUSINESS

JMAN Midco Limited is an intermediate holding company with minimal activity other than holding investments in its direct and indirect subsidiaries. The company's key performance indicators are limited to the financial information set out in its income statement and balance sheet within these accounts.

During the year, the company entered into a revolving credit facility ("RCF") to support the group's short-term liquidity needs. No drawings were made under this facility during the year, reflecting the group's strong liquidity position and effective working capital management.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk relates to the carrying value of the company's investments in its subsidiaries. As part of JMAN Topco Limited, the company and its subsidiaries benefit from being part of a larger group with significant opportunities for growth. The directors consider that the risk relating to the company's investment carrying value is mitigated by being part of this group. The principal risks affecting the performance of its subsidiaries are set out below:

Market risk

The company faces risks from economic uncertainty, including macro-economic changes and global conflict, which may affect market demand and inflationary pressures. These have not had a significant impact on the company in the period. A diverse customer base, both in revenue and concentration, reduces exposure to temporary downturns in market conditions.

Staff risk

The company has no employees.

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

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.

ON BEHALF OF THE BOARD:

Mr R N Cowen - Director

14 January 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

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

DIRECTORS

Mr A R I Newman has held office during the whole of the period from 1 September 2024 to the date of this report.

Other changes in directors holding office are as follows:

Mr R N Cowen - appointed 3 September 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

Mr R N Cowen - Director

14 January 2026

Opinion

We have audited the financial statements of JMAN Midco Limited (the 'company') for the year ended 31 August 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 August 2025 and of its loss for the period then ended;

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

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.

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 audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is 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 audit engagement team identified the risk of management override of controls as the area 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 of the normal course of business.

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.

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

TURNOVER

-

-

Administrative expenses

(177,782

)

-

OPERATING LOSS and

LOSS BEFORE TAXATION

(177,782

)

-

Tax on loss

4

-

-

LOSS FOR THE FINANCIAL YEAR

(177,782

)

-

LOSS FOR THE YEAR

(177,782

)

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(177,782

)

-

FIXED ASSETS

Investments

5

9,959,442

9,959,442

CURRENT ASSETS

Debtors

6

200

-

Cash at bank

1

1

201

1

CREDITORS

Amounts falling due within one year

7

(177,982

)

-

NET CURRENT (LIABILITIES)/ASSETS

(177,781

)

1

TOTAL ASSETS LESS CURRENT LIABILITIES

9,781,661

9,959,443

CAPITAL AND RESERVES

Called up share capital

8

101

101

Share premium

9

9,959,342

9,959,342

Retained earnings

9

(177,782

)

-

SHAREHOLDERS' FUNDS

9,781,661

9,959,443

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

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

101

-

9,959,342

9,959,443

Balance at 31 August 2024

101

-

9,959,342

9,959,443

Changes in equity

Total comprehensive income

-

(177,782

)

-

(177,782

)

Balance at 31 August 2025

101

(177,782

)

9,959,342

9,781,661

1.	STATUTORY INFORMATION

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

The accounts are prepared on a going concern basis as in the opinion of the directors the company has sufficient resources available to it to meet its obligations as they fall due for the foreseeable future, that is at least 12 months from the date of approval of the accounts.

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 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 paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about JMAN Midco 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.

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.

Significant judgements and estimates

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

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

The company does not make significant estimates and assumptions concerning the future.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at 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 are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 August 2025 nor for the period ended 31 August 2024.

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

Period

24.3.23

Year Ended

to

31.8.25

31.8.24

£

£

Directors' remuneration

-

-

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 August 2025 nor for the period ended 31 August 2024.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 September 2024

and 31 August 2025

9,959,442

NET BOOK VALUE

At 31 August 2025

9,959,442

At 31 August 2024

9,959,442

The company's investments at the Balance Sheet date in the share capital of companies include the following:

JMAN Group Limited

Registered office: 10 Lloyd's Avenue, London, EC3N 3AJ

Nature of business: Management consultancy and software engineering.

%

Class of shares:

holding

Ordinary

100.00

31.8.25

31.8.24

£

£

Aggregate capital and reserves

23,193,377

19,107,364

Profit for the year/period

4,113,228

1,419,117

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.8.25

31.8.24

£

£

VAT

200

-

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.8.25

31.8.24

£

£

Amounts owed to group undertakings

169,136

-

Accruals and deferred income

8,846

-

177,982

-

On 11th March 2025, the company entered into a revolving credit facility providing the option to draw funds of up to £3 million. As at the year end no amounts were drawn under the facility. The facility is secured by way of a fixed and floating charge over the assets of the company as well as its subsidiary, JMAN Group Limited.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.8.25

31.8.24

value:

£

£

101

Ordinary

£1

101

101

Ordinary shares each carry a right to vote, a right to a dividend and a right to a capital distribution in the event of a winding up or return of capital. Ordinary shares are not redeemable.

9.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 September 2024

-

9,959,342

9,959,342

Deficit for the year

(177,782

)

(177,782

)

At 31 August 2025

(177,782

)

9,959,342

9,781,560

10.	ULTIMATE CONTROLLING PARTY

The ultimate parent company is JMAN Topco Limited, a company registered in England & Wales. There is no single ultimate controlling party.