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

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

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

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.

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

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.

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

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.

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.

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.

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

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

)

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

)

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

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

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

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

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

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

-