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REGISTERED NUMBER: 12878738 (England and Wales)

Audited Financial Statements

for the Year Ended 31 December 2024

for

Mentfield Logistics (UK) Ltd

| Mentfield Logistics (UK) Ltd (Registered number: 12878738) |

Contents of the Financial Statements

for the Year Ended 31 DECEMBER 2024

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| Mentfield Logistics (UK) Ltd |

Company Information

for the Year Ended 31 DECEMBER 2024

| DIRECTORS: | T G Clow

| E Penchas

| Mr O Izhari

| REGISTERED OFFICE: | Suite 2A, 7th Floor - PF

| City Reach

| 5 Greenwich View Place

| London

| E14 9NN

| REGISTERED NUMBER: | 12878738 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Faustino Franco

| AUDITORS: | Perlin Franco

| Chartered Accountants

| & Statutory Auditors

| Suite 2A, 7th Floor - PF

| City Reach

| 5 Greenwich View Place

| London

| E14 9NN

| BANKERS: | NatWest Bank

| Chatham Rcsc,

| Western Avenue,

| Waterside Court,

| Chatham Maritime,

| Chatham,

| Kent, ME4, 4RT

| Mentfield Logistics (UK) Ltd (Registered number: 12878738) |

Balance Sheet

31 DECEMBER 2024

| 31.12.24 |  | 31.12.23

| as restated |

| Notes | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 424,787 |  | 483,807 |  |

CURRENT ASSETS

Debtors | 5 | 1,029,206 |  | 801,774 |  |

Cash at bank | 36,788 |  | 116,209 |  |

1,065,994 |  | 917,983 |  |

CREDITORS

Amounts falling due within one year | 6 | (1,396,880 | ) | (922,459 | ) |

NET CURRENT LIABILITIES | (330,886 | ) | (4,476 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 93,901 |  | 479,331 |  |

CREDITORS

Amounts falling due after more than one year | 7 | (3,667,250 | ) | (2,787,808 | ) |

PROVISIONS FOR LIABILITIES | 9 | (42,000 | ) | (36,200 | ) |

NET LIABILITIES | (3,615,349 | ) | (2,344,677 | ) |

CAPITAL AND RESERVES

Called up share capital | 10 | 100 |  | 100 |  |

Other reserves | 11 | 103,378 |  | 283,864 |  |

Retained earnings | 11 | (3,718,827 | ) | (2,628,641 | ) |

SHAREHOLDERS' FUNDS | (3,615,349 | ) | (2,344,677 | ) |

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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 February 2026 and were signed on its behalf by:

T G Clow - Director

| Mentfield Logistics (UK) Ltd (Registered number: 12878738) |

Notes to the Financial Statements

for the Year Ended 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Mentfield Logistics (UK) Limited is a private company, limited by shares, registered in England and Wales, registration number 12878738. The registered office is Suite 2A, 7th Floor - PF City Reach, 5 Greenwich View Place, London England E14 9NN.

| The presentation currency of the financial statements is pound sterling (£) and the level of rounding is the nearest £1.

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.

| Going Concern

| The financial statements disclose all matters of which we are aware that are relevant to the ability of the Company to continue as a going concern, including all significant conditions and events, mitigating factors and plans of the Company. The Company also has the intent and ability to take actions necessary to continue as a going concern, and has obtained a letter of support from Mentfield (1983) Ltd (the Parent Company) which provides support for meeting the company's liabilities as and when they fall due, but only to the extent that money is not otherwise available to meet such liabilities. This support will take the form of cash injection or parent company guarantees where appropriate and the support has been provided for a minimum period of 12 months from the date of signing of the financial statements.

| As a result of the review and the support from its parent, the directors are confident that the Company has sufficient resources to continue as a going concern for at least 12 months from the date of signing these financial statements and on this basis, they consider that it is appropriate to prepare the financial statements on the going concern.

| Revenue recognition

| 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 to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

| Rendering of services

| Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

| - the amount of revenue can be measured reliably;

| - it is probable that the Company will receive the consideration due under the contract;

| - the stage of completion of the contract at the end of the reporting period can be measured reliably; and

| - the costs incurred and the costs to complete the contract can be measured reliably.

| Mentfield Logistics (UK) Ltd (Registered number: 12878738) |

Notes to the Financial Statements - continued

for the Year Ended 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated

| useful lives, on a straight line and reducing balance basis.

| Depreciation is provided on the following basis:

| Short leasehold: 20% on cost

| Plant and machinery : 10% on cost

| Fixtures and fittings : 20% on cost

| Computer equipment : 20% on cost

| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Profit and loss account.

| 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.

| Hire purchase and leasing commitments

| Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership of the asset have passed to the group, and hire purchase contracts are capitalised in the balance Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership of the asset have passed to the group, and hire purchase contracts are capitalised in the balance sheet and are depreciated over the shorter of the lease term and the asset's useful lives. A corresponding liability is recognised for the lower of the fair value of the leased asset and the present value of the minimum lease payments in the balance sheet. Lease payments are apportioned between the reduction of the lease liability and finance charges in the Profit and loss accounts so as to achieve a constant rate of interest on the remaining balance of the liability.

| Rentals payable under operating leases are charged in the Profit and loss account on a straight line basis over the lease term.

| Pension costs and other post-retirement benefits

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

| Mentfield Logistics (UK) Ltd (Registered number: 12878738) |

Notes to the Financial Statements - continued

for the Year Ended 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Trade and other debtors

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

| Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

| Cash and cash equivalents

| Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions.

| Trade and other creditors

| Basic financial liabilities, including trade and other creditors, loans from related parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.

| Investment in subsidiary

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

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Financial instruments

| The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

| Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and loss account.

| For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 18 (2023 - 17 ) .

| Mentfield Logistics (UK) Ltd (Registered number: 12878738) |

Notes to the Financial Statements - continued

for the Year Ended 31 DECEMBER 2024

4. | TANGIBLE FIXED ASSETS

| Fixtures |

| Short |  | Plant and |  | and |  | Computer |

| leasehold |  | machinery |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1 January 2024 | 87,210 |  | 357,569 |  | 62,725 |  | 54,502 |  | 562,006 |  |

| Additions | - |  | 5,800 |  | 5,701 |  | 8,494 |  | 19,995 |  |

| Disposals | - |  | - |  | - |  | (1,162 | ) | (1,162 | ) |

| At 31 December 2024 | 87,210 |  | 363,369 |  | 68,426 |  | 61,834 |  | 580,839 |  |

| DEPRECIATION

| At 1 January 2024 | 17,442 |  | 21,750 |  | 20,791 |  | 18,216 |  | 78,199 |  |

| Charge for year | 17,442 |  | 36,337 |  | 11,940 |  | 12,366 |  | 78,085 |  |

| Eliminated on disposal | - |  | - |  | - |  | (232 | ) | (232 | ) |

| At 31 December 2024 | 34,884 |  | 58,087 |  | 32,731 |  | 30,350 |  | 156,052 |  |

| NET BOOK VALUE

| At 31 December 2024 | 52,326 |  | 305,282 |  | 35,695 |  | 31,484 |  | 424,787 |  |

| At 31 December 2023 | 69,768 |  | 335,819 |  | 41,934 |  | 36,286 |  | 483,807 |  |

5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Trade debtors | 481,919 |  | 299,494 |  |

| Provision for doubtful debts | (3,506 | ) | (61,839 | ) |

| Other debtors | 359,388 |  | 384,409 |  |

| VAT | 50,886 |  | 14,261 |  |

| Prepayments | 140,519 |  | 165,449 |  |

1,029,206 |  | 801,774 |  |

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

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Trade creditors | 696,033 |  | 472,095 |  |

| Social security and other taxes | 13,842 |  | 28,721 |  |

| Other creditors | 1,613 |  | 1,906 |  |

| Loan from Myone Ltd | 289,010 |  | - |  |

| Accrued expenses | 396,382 |  | 419,737 |  |

1,396,880 |  | 922,459 |  |

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

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Amounts owed to group undertakings | 3,667,250 |  | 2,787,808 |  |

| Mentfield Logistics (UK) Ltd (Registered number: 12878738) |

Notes to the Financial Statements - continued

for the Year Ended 31 DECEMBER 2024

8. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Within one year | 1,380,000 |  | 1,423,289 |  |

| Between one and five years | 3,105,000 |  | 4,589,101 |  |

4,485,000 |  | 6,012,390 |  |

9. | PROVISIONS FOR LIABILITIES

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Other provisions | 42,000 |  | 36,200 |  |

10. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: |  | as restated |

£ | £ |

| 1 | Ordinary | £1 | 100 |  | 100 |  |

| The shares have attached to them full voting, dividend and capital distribution rights.

11. | RESERVES

| Retained |  | Other |

| earnings |  | reserves |  | Totals

£ | £ | £ |

| At 1 January 2024 | (2,628,641 | ) | 283,864 |  | (2,344,777 | ) |

| Deficit for the year | (1,477,814 | ) | (1,477,814 | ) |

| PYA reserves movement | 387,628 |  | 1 |  | 387,629 |  |

| Capital reserve | - |  | (180,487 | ) | (180,487 | ) |

| At 31 December 2024 | (3,718,827 | ) | 103,378 |  | (3,615,449 | ) |

| Share Capital

| Share capital represents the nominal value of equity shares.

| Retained earnings

| Retained earnings include all current and prior period retained profits and losses.

| Capital reserve

| This capital reserve relates to the interest free loan from the parent company to subsidiary. This amount is not-distributable.

12. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Faustino Franco (Senior Statutory Auditor)

| for and on behalf of Perlin Franco

13. | ULTIMATE CONTROLLING PARTY

| Mentfield (1983) Ltd (incorporated in Israel) is regarded by the directors as being the company's ultimate parent company.

| The address from which copies of the consolidated accounts may be obtained from 11 Hapardes street , Azor, Israel.