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REGISTERED NUMBER: 15776057 (England and Wales)

| RINGTONS INVESTMENTS LIMITED |

| REPORT OF THE DIRECTORS AND |

| FINANCIAL STATEMENTS |

| FOR THE PERIOD |

| 13 JUNE 2024 TO 30 JUNE 2025 |

RINGTONS INVESTMENTS LIMITED (REGISTERED NUMBER: 15776057)

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE PERIOD 13 JUNE 2024 TO 30 JUNE 2025

| Page |

Company Information | 1 |

Report of the Directors | 2 |

Report of the Independent Auditors | 3 |  | to |  | 5

Income Statement | 6 |

Statement of Financial Position | 7 |

Statement of Changes in Equity | 8 |

Notes to the Financial Statements | 9 |  | to |  | 11

RINGTONS INVESTMENTS LIMITED

COMPANY INFORMATION

FOR THE PERIOD 13 JUNE 2024 TO 30 JUNE 2025

| DIRECTORS: | S M Smith

| C J Smith

| J C Thompson

| D N Brown

| J L Irwin

| SECRETARY: | K J Worrall

| REGISTERED OFFICE: | 10-22 Algernon Road

| Heaton

| Newcastle Upon Tyne

| NE6 2YN

| REGISTERED NUMBER: | 15776057 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Theo Banos BA FCA

| AUDITORS: | Duncan & Toplis Audit Limited, Statutory Auditor

| 3 Castlegate

| Grantham

| Lincolnshire

| NG31 6SF

RINGTONS INVESTMENTS LIMITED (REGISTERED NUMBER: 15776057)

REPORT OF THE DIRECTORS

FOR THE PERIOD 13 JUNE 2024 TO 30 JUNE 2025

The directors present their report with the financial statements of the company for the period 13 June 2024 to 30 June 2025.

INCORPORATION

The company was incorporated on 13 June 2024 .

PRINCIPAL ACTIVITY

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

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 13 June 2024 to the date of this report are as follows:

S M Smith - appointed 13 June 2024

C J Smith - appointed 29 July 2024

J C Thompson - appointed 29 July 2024

D N Brown - appointed 29 July 2024

J L Irwin - appointed 1 March 2025

J D Smith - appointed 29 July 2024 - resigned 5 March 2025

P N H Smith - appointed 13 June 2024 - resigned 5 March 2025

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

D N Brown - Director

18 November 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

RINGTONS INVESTMENTS LIMITED

Opinion

We have audited the financial statements of Ringtons Investments Limited (the 'company') for the period ended 30 June 2025 which comprise the Income Statement, Statement of Financial Position, 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 30 June 2025 and of its profit 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Report of the Directors has 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 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; or

- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

RINGTONS INVESTMENTS LIMITED

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with directors and other management obtained as part of the work required by auditing standards. We have also discussed with the directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit. The potential impact of different laws and regulations varies considerably.

Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to manipulate reported profitability and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the engagement team included the identification and testing of unusual material journal entries and challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations, Data Protection and Employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection. This inspection included a review of the external audits conducted within the year for any evidence of non-compliance, reading minutes of meetings of those charged with governance, in addition to an assessment of the company's employment and health and safety controls. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherit of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

RINGTONS INVESTMENTS 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.

Theo Banos BA FCA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

3 Castlegate

Grantham

Lincolnshire

NG31 6SF

18 November 2025

RINGTONS INVESTMENTS LIMITED (REGISTERED NUMBER: 15776057)

INCOME STATEMENT

FOR THE PERIOD 13 JUNE 2024 TO 30 JUNE 2025

| Notes | £ | £ |

| REVENUE | - |  |

| Administrative expenses | 33 |  |

| OPERATING LOSS | (33 | ) |

| Distribution in specie | 5 | 44,679,568 |  |

| Amounts written off

| investments | 5 | (31,999,084 | ) |

12,680,451 |  |

| Income from shares in group undertakings | 1,175,000 |  |

| Interest receivable and similar income | 2,260 |  |

|  |  | 1,177,260 |  |

13,857,711 |  |

| Interest payable and similar expenses | 920 |  |

| PROFIT BEFORE TAXATION | 13,856,791 |  |

| Tax on profit | 557 |  |

| PROFIT FOR THE FINANCIAL PERIOD | 13,856,234 |  |

RINGTONS INVESTMENTS LIMITED (REGISTERED NUMBER: 15776057)

STATEMENT OF FINANCIAL POSITION

30 JUNE 2025

| Notes | £ | £ |

| FIXED ASSETS

| Investments | 6 | 53,695,259 |  |

| CURRENT ASSETS

| Cash at bank | 49,252 |  |  |

| CREDITORS

| Amounts falling due within one year | 7 | 557 |  |

| NET CURRENT ASSETS | 48,695 |  |

| TOTAL ASSETS LESS CURRENT LIABILITIES | 53,743,954 |  |

| CREDITORS

| Amounts falling due after more than one year | 8 | 14,150 |  |

| NET ASSETS | 53,729,804 |  |

| CAPITAL AND RESERVES

| Called up share capital | 9 | 40,457,876 |  |

| Capital redemption reserve | 46,115 |  |

| Retained earnings | 13,225,813 |  |

| SHAREHOLDERS' FUNDS | 53,729,804 |  |

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

The financial statements were approved by the Board of Directors and authorised for issue on 18 November 2025 and were signed on its behalf by:

D N Brown - Director

RINGTONS INVESTMENTS LIMITED (REGISTERED NUMBER: 15776057)

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD 13 JUNE 2024 TO 30 JUNE 2025

| Called up |  | Capital |

| share |  | Retained |  | redemption |  | Total

| capital |  | earnings |  | reserve |  | equity

£ | £ | £ | £ |

Changes in equity

Issue of share capital | 85,666,600 |  | - |  | - |  | 85,666,600 |  |

Reduction in share capital | (45,208,724 | ) | - |  | 46,115 |  | (45,162,609 | ) |

Dividends | - |  | (630,421 | ) | - |  | (630,421 | ) |

Total comprehensive income | - |  | 13,856,234 |  | - |  | 13,856,234 |  |

Balance at 30 June 2025 | 40,457,876 |  | 13,225,813 |  | 46,115 |  | 53,729,804 |  |

RINGTONS INVESTMENTS LIMITED (REGISTERED NUMBER: 15776057)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 13 JUNE 2024 TO 30 JUNE 2025

1. | GENERAL INFORMATION

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

| 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.

2. | STATUTORY INFORMATION

| Ringtons Investments 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.

3. | 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 on a going concern basis under the historical cost convention.

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost less impairment.

| Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit and loss.

| A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

| An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long- term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

| Financial instruments

| The company has chosen to adopt the FRS102 1A in respect of financial instruments.

| Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

| At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the income statement.

| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

| Taxation

| Taxation for the period 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 statement of financial position date.

RINGTONS INVESTMENTS LIMITED (REGISTERED NUMBER: 15776057)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE PERIOD 13 JUNE 2024 TO 30 JUNE 2025

3. | ACCOUNTING POLICIES - continued

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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.

| Cash and cash equivalents

| Cash and cash equivalents include deposits held at call with banks, other short-term liquid investments with original maturities of three months or less and cash in hand.

4. | EMPLOYEES AND DIRECTORS

| The average number of employees during the period was NIL.

5. | EXCEPTIONAL ITEMS

£ |

| Distribution in specie | 44,679,568 |  |

| Amounts written off

| investments | (31,999,084 | ) |

12,680,484 |  |

| During the period, the company acquired 100% of the share capital of Ringtons Holdings Limited via a share for share exchange. This was carried out as part of a wider group reorganisation to demerge the group previously headed by Ringtons Holdings Limited. As part of the reorganisation, Ringtons Investments Limited received a distribution in specie of £44,679,568. Following the receipt of the distribution in specie, the investment held in group undertakings was impaired by £31,999,084.

6. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| Additions | 85,694,343 |  |

| Impairments | (31,999,084 | ) |

| At 30 June 2025 | 53,695,259 |  |

| NET BOOK VALUE

| At 30 June 2025 | 53,695,259 |  |

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

£ |

| Taxation and social security | 557 |  |

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

£ |

| Other creditors | 14,150 |  |

RINGTONS INVESTMENTS LIMITED (REGISTERED NUMBER: 15776057)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE PERIOD 13 JUNE 2024 TO 30 JUNE 2025

9. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: |  | Class: |  | Nominal |  |  |

|  | value: |  | £ |  |

| 151,762 |  | Ordinary |  | £266.59 |  | 40,457,876 |  |

| During the period the following share transactions took place:

| - Issue of 1 Ordinary share with nominal value of £1 on incorporation.

| - Issue of 556 Ordinary shares with nominal value of £1.

| - Consolidation of 557 Ordinary shares with nominal value of £1 into 1 Ordinary share with nominal value of £557.

| - Issue of 153,799 Ordinary shares with nominal value of £557 and 28,300 A First Preference shares with nominal value of £1.

| - Each Ordinary share with nominal value of £557 was subdivided into and redesignated as one Ordinary share with nominal value of £266.59 and one Ordinary 2 share with nominal value of £290.41. Each A First Preference share with nominal value of £1 was subdivided into and redesignated as one cumulative A First Preference share with nominal value of £0.50 each and one A2 First Preference share with nominal value of £0.50 each.

| - Reduction in share capital by cancelling and extinguishing all of the 153,800 issued Ordinary 2 shares of £290.41 each and all of the 28,300 A First Preference shares of £0.50 each, pursuant to a demerger agreement between Ringtons Investments Limited and Ringtons Trading Limited and the transfer of the entire issued share capital of Ringtons Limited and Gralenno Limited to Ringtons Trading Limited in consideration of the allotment and issue of shares in Ringtons Trading Limited to the shareholders of Ringtons Investments Limited.

| - Reduction of Ordinary share capital by cancelling of 2,038 Ordinary £266.59 shares. The company's capital reduced by £543,306 through a direct repayment of £497,191 to the relevant shareholders, with the balance of £46,115 credited to the company's capital redemption reserve.

| Preference shares of £14,500 are treated as debt and are shown as creditors due in more than one year.

10. | RELATED PARTY DISCLOSURES

| 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.

11. | POST BALANCE SHEET EVENTS

| A dividend of £2.23 per share (totalling £318,266) was declared on 15 October 2025. These financial statements do not reflect the dividends payable, which will be accounted for in the year ended 30 June 2026.