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JAPHAM GROUP LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30TH JUNE 2025

| JAPHAM GROUP LIMITED (REGISTERED NUMBER: 13470053) |

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30TH JUNE 2025

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 4 |

| Accountants' Report | 7 |

| JAPHAM GROUP LIMITED |

COMPANY INFORMATION

FOR THE YEAR ENDED 30TH JUNE 2025

| DIRECTORS: | J L Holland

| M C Hughes

| A De Benedictis

| REGISTERED OFFICE: | 71-75 Shelton Street

| Covent Garden

| London

| London

| WC2H 9JQ

| REGISTERED NUMBER: | 13470053 (England and Wales)

| ACCOUNTANTS: | HW Bedford Limited

| Trading as Haines Watts

| First Floor, Woburn Court

| 2 Railton Road

| Woburn Rd Ind Est

| Kempston

| Bedfordshire

| MK42 7PN

| JAPHAM GROUP LIMITED (REGISTERED NUMBER: 13470053) |

BALANCE SHEET

30TH JUNE 2025

| 30/6/25 | 30/6/24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 4 | 94,428 |  | 80,999 |  |

Investments | 5 | 100 |  | 100 |  |

94,528 |  | 81,099 |  |

CURRENT ASSETS

Debtors | 6 | 1,874,990 |  | 1,334,374 |  |

Cash at bank | 294,394 |  | 8,228 |  |

2,169,384 |  | 1,342,602 |  |

CREDITORS

Amounts falling due within one year | 7 | 49,928 |  | 71,174 |  |

NET CURRENT ASSETS | 2,119,456 |  | 1,271,428 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 2,213,984 |  | 1,352,527 |  |

CREDITORS

Amounts falling due after more than one year | 8 | 2,963,579 |  | 2,595,039 |  |

NET LIABILITIES | (749,595 | ) | (1,242,512 | ) |

CAPITAL AND RESERVES

Called up share capital | 114 |  | 100 |  |

Share premium | 850,786 |  | - |  |

Retained earnings | (1,600,495 | ) | (1,242,612 | ) |

(749,595 | ) | (1,242,512 | ) |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30th June 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30th June 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

| JAPHAM GROUP LIMITED (REGISTERED NUMBER: 13470053) |

BALANCE SHEET - continued

30TH JUNE 2025

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 9th March 2026 and were signed on its behalf by:

J L Holland - Director

| JAPHAM GROUP LIMITED (REGISTERED NUMBER: 13470053) |

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30TH JUNE 2025

1. | STATUTORY INFORMATION

| Japham Group 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.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

| The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

| Preparation of consolidated financial statements

| The financial statements contain information about Japham Group 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.

| 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.

| Patents and licences are being amortised evenly over their estimated useful life of ten years.

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost.

| 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.

| Going concern

| The directors have prepared the financial statements on a going concern basis. The company is supported by TF3 Limited, a related party with common directors. TF3 Limited has confirmed its intention to continue providing financial support to enable the company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.

| JAPHAM GROUP LIMITED (REGISTERED NUMBER: 13470053) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH JUNE 2025

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 3 (2024 - 3 ) .

4. | INTANGIBLE FIXED ASSETS

| Patents

| and

| licences

£ |

| COST

| At 1st July 2024 | 105,514 |  |

| Additions | 26,645 |  |

| At 30th June 2025 | 132,159 |  |

| AMORTISATION

| At 1st July 2024 | 24,515 |  |

| Amortisation for year | 13,216 |  |

| At 30th June 2025 | 37,731 |  |

| NET BOOK VALUE

| At 30th June 2025 | 94,428 |  |

| At 30th June 2024 | 80,999 |  |

5. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 1st July 2024

| and 30th June 2025 | 100 |  |

| NET BOOK VALUE

| At 30th June 2025 | 100 |  |

| At 30th June 2024 | 100 |  |

6. | DEBTORS

| 30/6/25 |  | 30/6/24

£ | £ |

| Amounts falling due within one year:

| Other debtors | 100 |  | 100 |  |

| Tax | 88,849 |  | - |  |

| VAT | 18,805 |  | 15,443 |  |

| Prepayments | 505,129 |  | 505,129 |  |

612,883 |  | 520,672 |  |

| JAPHAM GROUP LIMITED (REGISTERED NUMBER: 13470053) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH JUNE 2025

6. | DEBTORS - continued

| 30/6/25 |  | 30/6/24

£ | £ |

| Amounts falling due after more than one year:

| Amounts owed by group undertakings | 1,262,107 |  | 813,702 |  |

| Aggregate amounts | 1,874,990 |  | 1,334,374 |  |

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

| 30/6/25 |  | 30/6/24

£ | £ |

| Trade creditors | 47,978 |  | 62,557 |  |

| Accruals and deferred income | 1,950 |  | 8,617 |  |

49,928 |  | 71,174 |  |

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 30/6/25 |  | 30/6/24

£ | £ |

| Other creditors | 2,963,579 |  | 2,595,039 |  |

9. | SECURED DEBTS

| The following secured debts are included within creditors:

| 30/6/25 |  | 30/6/24

£ | £ |

| Loan - TF3 Limited | 2,262,119 |  | 2,595,039 |  |

| TF3 Limited have a first fixed charge over all present and future rights, title and interest in and to the secured property, being patents and other related property and rights charged by the provisions of the deed made on 10th December 2021, all present and future rights of action under the secured property.

10. | RELATED PARTY DISCLOSURES

| TF3 Limited is a company with common directors.

| At the balance sheet date there was an interest free loan owing to TF3 Limited of £2,262,119 (2024 - £2,595,039. included within creditors falling due after 1 year.

| Awesome Action Limited a minority shareholder charged consultancy fees totalling £11,333 (2024 - £40,000) to the company in the year.

ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS

ON THE UNAUDITED FINANCIAL STATEMENTS OF

JAPHAM GROUP LIMITED

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Statement of Comprehensive Income and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Japham Group Limited for the year ended 30th June 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Japham Group Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Japham Group Limited and state those matters that we have agreed to state to the Board of Directors of Japham Group Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Japham Group Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Japham Group Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Japham Group Limited. You consider that Japham Group Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Japham Group Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

HW Bedford Limited

Trading as Haines Watts

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

10th March 2026