REGISTERED NUMBER: 14828908 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

FOR

MACROMILL UK HOLDINGS LIMITED

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Directors:

Mr T Sasaki

Mr S Hashimoto

Secretary:

Vistra Cosec Limited

Registered office:

Suite 1, 7th Floor

50 Broadway

London

SW1H 0DB

Registered number:

14828908 (England and Wales)

Auditors:

Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU

FIXED ASSETS

Investments

4

63,461,515

58,834,301

CURRENT ASSETS

Debtors: amounts falling due within one year

5

1,009

939

CREDITORS

Amounts falling due within one year

6

(349,614

)

(1,051,687

)

NET CURRENT LIABILITIES

(348,605

)

(1,050,748

)

TOTAL ASSETS LESS CURRENT LIABILITIES

63,112,910

57,783,553

CREDITORS

Amounts falling due after more than one year

7

(1,943,868

)

-

NET ASSETS

61,169,042

57,783,553

CAPITAL AND RESERVES

Called up share capital

2

2

Share premium

54,852,086

54,852,086

Retained earnings

6,316,954

2,931,465

SHAREHOLDERS' FUNDS

61,169,042

57,783,553

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 10 April 2026 and were signed on its behalf by:

Mr S Hashimoto - Director

1.	STATUTORY INFORMATION

Macromill UK Holdings 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 company’s functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

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.

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.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 initially recognised at transaction price.

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.

Financial assets

Financial assets represent the long term convertible loans. The convertible assets are accounted for as a single instrument as the embedded derivatives and are closely related to the host debt instruments.

The instrument assets are initially recgonised at their fair value, which is the transaction price, including directly attributable transaction costs, and subsequently measured at amortised cost using the effective interest method.

At the end of each reporting period, the financial assets are measured at fair value. Any changes in fair values are recognised immediately in the statement of profit or loss.

Income relating to the financial assets is recognised as a finance income in the income statement.

3.	EMPLOYEES AND DIRECTORS

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

4.	FIXED ASSET INVESTMENTS

Convertible

Loan

£

Opening Balance

58,834,301

Revaluation

952,124

Interest

3,675,090

At 30 June 2025

63,461,515

A revaluation of the convertible loan was carried out by Focus Valuation Limited on June 30, 2025.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other debtors

1,009

939

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

-

1

Amounts owed to group undertakings

8,770

1,397

Taxation and social security

219,775

977,155

Other creditors

121,069

73,134

349,614

1,051,687

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

1,943,868

-

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

The Report of the auditors was unqualified.

Simon Roper (Senior Statutory Auditor)

for and on behalf of Fuller & Roper Limited

9.	ULTIMATE CONTROLLING PARTY

The company's immediate and ultimate parent company is Macromill, Inc., a company listed on Tokyo Stock Exchange. The registered address of which is Shinagawa East One Tower 11f, 2-16-1 Konan, Mina-Toku, Tokyo, Japan, 108-0075.

The consolidated group financial statements can be obtained from www. macromill.com.

10.	REGISTRATION OF A CHARGE

During the year, a charge was granted and registered as part of a security package in connection with a Senior Facilities Agreement entered into by the company's parent company, Macromill Inc., as part of a group financing arrangement.

As a condition precedent to the financing, security is granted over the company's assets.