IRIS Accounts Production v25.4.12.37 14431419 Board of Directors 1.4.24 31.3.25 31.3.25 Medium entities 0 0 true true false true true false false true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. 0 0 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 14431419 2024-03-31 14431419 2025-03-31 14431419 2024-04-01 2025-03-31 14431419 2022-10-20 14431419 2022-10-21 2024-03-31 14431419 2024-03-31 14431419 ns15:EnglandWales 2024-04-01 2025-03-31 14431419 ns14:PoundSterling 2024-04-01 2025-03-31 14431419 ns10:Director1 2024-04-01 2025-03-31 14431419 ns10:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 14431419 ns10:MediumEntities 2024-04-01 2025-03-31 14431419 ns10:Audited 2024-04-01 2025-03-31 14431419 ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2024-04-01 2025-03-31 14431419 ns10:Medium-sizedCompaniesRegimeForAccounts 2024-04-01 2025-03-31 14431419 ns10:FullAccounts 2024-04-01 2025-03-31 14431419 ns10:Director2 2024-04-01 2025-03-31 14431419 ns10:Director3 2024-04-01 2025-03-31 14431419 ns10:RegisteredOffice 2024-04-01 2025-03-31 14431419 ns5:CurrentFinancialInstruments 2025-03-31 14431419 ns5:CurrentFinancialInstruments 2024-03-31 14431419 ns5:Non-currentFinancialInstruments 2025-03-31 14431419 ns5:Non-currentFinancialInstruments 2024-03-31 14431419 ns5:ShareCapital 2025-03-31 14431419 ns5:ShareCapital 2024-03-31 14431419 ns5:RetainedEarningsAccumulatedLosses 2025-03-31 14431419 ns5:RetainedEarningsAccumulatedLosses 2024-03-31 14431419 ns5:ShareCapital 2022-10-21 2024-03-31 14431419 ns5:RetainedEarningsAccumulatedLosses 2022-10-21 2024-03-31 14431419 ns5:RetainedEarningsAccumulatedLosses 2024-04-01 2025-03-31 14431419 ns5:CostValuation 2024-03-31 14431419 ns5:TransfersBetweenInvestmentClassesIncreaseDecreaseInInvestments 2025-03-31 14431419 ns5:CostValuation 2025-03-31 14431419 ns5:Subsidiary1 2024-04-01 2025-03-31 14431419 1 ns5:Subsidiary1 2024-04-01 2025-03-31 14431419 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-03-31 14431419 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-03-31 14431419 ns5:Non-currentFinancialInstruments ns5:BetweenOneTwoYears 2025-03-31 14431419 ns5:Non-currentFinancialInstruments ns5:BetweenOneTwoYears 2024-03-31 14431419 ns5:RetainedEarningsAccumulatedLosses 2024-03-31

REGISTERED NUMBER: 14431419 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 March 2025

for

NMI Bidco Limited

| NMI Bidco Limited (Registered number: 14431419) |

Contents of the Financial Statements

for the Year Ended 31 March 2025

Page |

| Company Information | 1 |

| Strategic Report | 2 |

| Report of the Directors | 4 |

| Report of the Independent Auditors | 6 |

| Income Statement | 10 |

| Other Comprehensive Income | 11 |

| Statement of Financial Position | 12 |

| Statement of Changes in Equity | 13 |

| Statement of Cash Flows | 14 |

| Notes to the Statement of Cash Flows | 15 |

| Notes to the Financial Statements | 16 |

| NMI Bidco Limited |

Company Information

for the Year Ended 31 March 2025

| DIRECTORS: | A J D Fletcher

| M A Keegan

| A G Skorupka

| REGISTERED OFFICE: | 22 Gilbert Street

| London

| W1K 5HD

| REGISTERED NUMBER: | 14431419 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Alan Kaye (FCA)

| AUDITORS: | BBK Partnership

| Chartered Accountants

| & Statutory Auditors

| 1 Beauchamp Court

| 10 Victors Way

| Barnet

| Hertfordshire

| EN5 5TZ

| NMI Bidco Limited (Registered number: 14431419) |

Strategic Report

for the Year Ended 31 March 2025

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The directors monitor the performance of the company by reference to key performance indicators including turnover, gross profit and margin, operating profit and key areas influencing working capital. These are discussed in more detail below.

The loss for the year after tax amounted to £461,596 (2024: £305,712)

The company retained a cash balance of Nil (2024: £100)

The directors are satisfied with the results in the year under review in a progressively competitive industry with tough trading conditions.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's principal financial instruments comprise cash, short term deposits and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to fund the company's operation as well as to manage working capital, liquidity and invest surplus funds.

The director continues to assess the risks facing the company, Both the securing of new business and maintaining

existing relationship are key to the company's success.

Other ongoing challenges are overhead cost control which is kept under regular review by the director.

The director of the Company reviews on a regular basis the company's risk exposure and risk appetite. The key risks broadly fall into the following categories:

MARKET

The performance of the domestic economy directly reflects upon the performance of the Company. The director monitors economic movements and key customer strategic plans, so that he can react promptly to changes in projected sales volumes to ensure that the company's business remains competitive and profitable.

COMPETITIVE

The main competitive risks to the Company arise from changing customer requirements based on market demand. The Company continues to invest in providing qualitative service and by working in partnership with customers in developing effective procedures to satisfy their current and future needs.

LEGISLATIVE RISK

On a regular basis the director reviews the company legislative risk exposure and ensure that all applicable directions are observed

FINANCIAL INSTRUMENT RISK

The company has established a risk and financial management framework whose primary objectives are to protect the company from events that hinder the achievements of its performance objectives. The objectives aim to limit undue counterparty exposure, ensure efficient working capital exists and monitor the management of risk at a business unit level.

| NMI Bidco Limited (Registered number: 14431419) |

Strategic Report

for the Year Ended 31 March 2025

KEY PERFORMANCE INDICATORS

The directors monitor the performance and financial position of the company through a range of financial and non-financial indicators considered relevant to the company’s activities as an investment holding company.

The principal performance indicators monitored during the year were as follows:

KPI |  | 2025 |  | 2024 |  |

| £'000 |  | £'000 |  |

Investment in subsidiary undertakings |  | 5,815 |  | 5,886 |  |

Net liabilities |  | (767) |  | (306) |  |

Finance costs |  | 378 |  | 531 |  |

Cash balances |  | - |  | - |  |

Other key indicators monitored by the directors include:

- financial performance and cash generation of subsidiary undertakings;

-compliance with external funding arrangements and facilities;

-available group liquidity and ongoing financial support from group undertakings; and

-performance against budgets and forecasts.

As an investment holding company, the directors consider these measures to be the most relevant indicators for assessing the company’s financial position and ability to support the wider group structure. The directors remain satisfied that the company continues to operate in line with expectations.

ON BEHALF OF THE BOARD:

M A Keegan - Director

13 May 2026

| NMI Bidco Limited (Registered number: 14431419) |

Report of the Directors

for the Year Ended 31 March 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of human resources provision and management of human resources functions.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

A J D Fletcher

M A Keegan

A G Skorupka

FINANCIAL INSTRUMENTS

Treasury Operations and Financial Instruments

The directors have established a risk and financial management framework whose primary objective is to protect the company from events that hinder the achievement of performance objectives. The objectives aim to limit the undue counterparty exposure, ensure sufficient working capital and monitor risk at a business unit level. The company's principal financial instruments during the year comprised of inter-company loans. The main purpose of these financial instruments are to provide funding for company operations.

Liquidity Risk

The company manages its cash requirements in order to maximize interest income and minimize interest expense, whilst ensuring the company has sufficient liquid resources to meet the operational needs of the business.

Credit Risk

Trade debtors will be monitored on an ongoing basis and provision may be made for doubtful debts where necessary

GOING CONCERN

The company incurred a loss of £491,596 for the year ended 31 March 2025 (2024: £305,712) and, at that date, had net liabilities of £767,208 (2024: £305,612). The directors have considered forecasts and available group support and have a reasonable expectation that the company will continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 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.

| NMI Bidco Limited (Registered number: 14431419) |

Report of the Directors

for the Year Ended 31 March 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, BBK Partnership, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M A Keegan - Director

13 May 2026

Report of the Independent Auditors to the Members of

NMI Bidco Limited

Opinion

We have audited the financial statements of NMI Bidco Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 31 March 2025 and of its 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 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.

Other Matters

We draw attention to the fact that this is the first year in which BBK Partnership has been appointed as auditors of the company. Accordingly, we performed procedures on the opening balances at 1 April 2024 in accordance with ISA (UK) 510 Initial Audit Engagements - Opening Balances.

These procedures included assessing whether the opening balances were correctly brought forward, whether accounting policies have been consistently applied, and whether the balances contain any misstatements that materially affect the current period’s financial statements. In doing so, we considered the prior year financial statements and, where relevant, the work of the predecessor auditor.

Based on the procedures performed, we have obtained sufficient appropriate audit evidence that the opening balances do not contain misstatements that materially affect the current period’s financial statements.

Emphasis of Matter

We draw attention to the going concern disclosure in Note 2 and the events after the reporting period disclosure in Note 17 to the financial statements, which explain the basis on which the directors have adopted the going concern basis of accounting. These notes describe the company's net liability position at 31 March 2025, the actions taken to restructure the business, the subsequent improvement in trading performance, and the financial support made available by the parent company. These matters are fundamental to an understanding of the financial statements. Our opinion is not modified in respect of this matter.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

Report of the Independent Auditors to the Members of

NMI Bidco Limited

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, 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.

Report of the Independent Auditors to the Members of

NMI Bidco Limited

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's operating sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in the financial statements were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

NMI Bidco 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.

Alan Kaye (FCA) (Senior Statutory Auditor)

for and on behalf of BBK Partnership

Chartered Accountants

& Statutory Auditors

1 Beauchamp Court

10 Victors Way

Barnet

Hertfordshire

EN5 5TZ

13 May 2026

| NMI Bidco Limited (Registered number: 14431419) |

Income Statement

for the Year Ended 31 March 2025

| Period

| 21/10/22

| Year Ended |  | to

| 31/3/25 |  | 31/3/24

| Notes | £ | £ |

TURNOVER | - |  | - |  |

Administrative expenses | (83,500 | ) | - |  |

OPERATING LOSS | 4 | (83,500 | ) | - |  |

Interest receivable and similar income | - |  | 224,900 |  |

(83,500 | ) | 224,900 |  |

Interest payable and similar expenses | 5 | (378,096 | ) | (530,612 | ) |

LOSS BEFORE TAXATION | (461,596 | ) | (305,712 | ) |

Tax on loss | 6 | - |  | - |  |

LOSS FOR THE FINANCIAL YEAR | (461,596 | ) | (305,712 | ) |

| NMI Bidco Limited (Registered number: 14431419) |

Other Comprehensive Income

for the Year Ended 31 March 2025

| Period

| 21/10/22

| Year Ended |  | to

| 31/3/25 |  | 31/3/24

| Notes | £ | £ |

LOSS FOR THE YEAR | (461,596 | ) | (305,712 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (461,596 | ) | (305,712 | ) |

| NMI Bidco Limited (Registered number: 14431419) |

Statement of Financial Position

31 March 2025

| 31.3.25 | 31.3.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Investments | 7 | 5,815,212 |  | 5,886,212 |  |

CURRENT ASSETS

Debtors | 8 | 118,016 |  | 295,039 |  |

Cash at bank | - |  | 100 |  |

118,016 |  | 295,139 |  |

CREDITORS

Amounts falling due within one year | 9 | 5,250,439 |  | 4,770,298 |  |

NET CURRENT LIABILITIES | (5,132,423 | ) | (4,475,159 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 682,789 |  | 1,411,053 |  |

CREDITORS

Amounts falling due after more than one year | 10 | 1,449,997 |  | 1,716,665 |  |

NET LIABILITIES | (767,208 | ) | (305,612 | ) |

CAPITAL AND RESERVES

Called up share capital | 12 | 100 |  | 100 |  |

Retained earnings | 13 | (767,308 | ) | (305,712 | ) |

SHAREHOLDERS' FUNDS | (767,208 | ) | (305,612 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 13 May 2026 and were signed on its behalf by:

M A Keegan - Director

| NMI Bidco Limited (Registered number: 14431419) |

Statement of Changes in Equity

for the Year Ended 31 March 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Changes in equity

Issue of share capital | 100 |  | - |  | 100 |  |

Total comprehensive income | - |  | (305,712 | ) | (305,712 | ) |

Balance at 31 March 2024 | 100 |  | (305,712 | ) | (305,612 | ) |

Changes in equity

Total comprehensive income | - |  | (461,596 | ) | (461,596 | ) |

Balance at 31 March 2025 | 100 |  | (767,308 | ) | (767,208 | ) |

| NMI Bidco Limited (Registered number: 14431419) |

Statement of Cash Flows

for the Year Ended 31 March 2025

| Period

| 21/10/22

| Year Ended |  | to

| 31/3/25 |  | 31/3/24

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 377,996 |  | 6,191,924 |  |

Interest paid | (378,096 | ) | (530,612 | ) |

Net cash from operating activities | (100 | ) | 5,661,312 |  |

Cash flows from investing activities

Purchase of fixed asset investments | - |  | (5,886,212 | ) |

Interest received | - |  | 224,900 |  |

Net cash from investing activities | - |  | (5,661,312 | ) |

Cash flows from financing activities

Share issue | - |  | 100 |  |

Net cash from financing activities | - |  | 100 |  |

(Decrease)/increase in cash and cash equivalents | (100 | ) | 100 |  |

Cash and cash equivalents at beginning of year | 2 | 100 |  | - |  |

Cash and cash equivalents at end of year | 2 | - |  | 100 |  |

| NMI Bidco Limited (Registered number: 14431419) |

Notes to the Statement of Cash Flows

for the Year Ended 31 March 2025

1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| Period

| 21/10/22

| Year Ended |  | to

| 31/3/25 |  | 31/3/24

£ | £ |

| Loss before taxation | (461,596 | ) | (305,712 | ) |

| Expense reclassification | 71,000 |  | - |  |

| Finance costs | 378,096 |  | 530,612 |  |

| Finance income | - |  | (224,900 | ) |

(12,500 | ) | - |  |

| Decrease/(increase) in trade and other debtors | 177,023 |  | (295,039 | ) |

| Increase in trade and other creditors | 213,473 |  | 6,486,963 |  |

| Cash generated from operations | 377,996 |  | 6,191,924 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

| Year ended 31 March 2025

| 31/3/25 |  | 1/4/24

£ | £ |

| Cash and cash equivalents | - |  | 100 |  |

| Period ended 31 March 2024

| 31/3/24 |  | 21/10/22

£ | £ |

| Cash and cash equivalents | 100 |  | - |  |

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1/4/24 | Cash flow | At 31/3/25

£ | £ | £ |

| Net cash |

| Cash at bank | 100 |  | (100 | ) | - |  |

100 |  | (100 | ) | - |  |

| Debt

| Debts falling due within 1 year | (266,668 | ) | - |  | (266,668 | ) |

| Debts falling due after 1 year | (1,716,665 | ) | 266,668 |  | (1,449,997 | ) |

(1,983,333 | ) | 266,668 |  | (1,716,665 | ) |

| Total | (1,983,233 | ) | 266,568 |  | (1,716,665 | ) |

| NMI Bidco Limited (Registered number: 14431419) |

Notes to the Financial Statements

for the Year Ended 31 March 2025

1. | STATUTORY INFORMATION

| NMI Bidco 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" 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 £1.

| Financial instruments

| Cash and cash equivalents

| Cash and cash equivalents comprises cash on hand and all deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to and insignificant risk of change in value.

| Trade debtors

| Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary

| course of business. Trade debtors are recognised initially at the transaction price. They are subsequently

| measured at amortised cost using the effective interest method less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

| Trade creditors

| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of

| business from suppliers. Accounts payables are classified as current liabilities of the company does not have an unconditional right at the end of the reporting period to defer settlements of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlements for at least twelve months after the reporting date they are presented as non-current liabilities. Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

| 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 statement of financial position date.

| 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 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.

| NMI Bidco Limited (Registered number: 14431419) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| Investments

| Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

| Impairment

| Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset’s cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

| Loans and borrowings

| Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

| Provisions

| Provisions are recognised when the company has a present obligation at the balance sheet date arising from a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount can be reliably estimated.

| Going concern

| The company incurred a loss of £461,596 for the year ended 31 March 2025 (2024: £305,712) and, at that date, had net liabilities of £767,208 (2024: £305,612).

| The directors have prepared forecasts and cash flow projections for a period of at least twelve months from the date of approval of these financial statements. The forecasts have been reviewed against post year-end trading and financial performance, which has continued in line with management expectations.

| The company continues to receive financial support from its ultimate parent undertaking, NMI PE Investments Limited, and from fellow subsidiary undertakings within the group. The directors have received confirmation that such support will continue for a period of not less than twelve months from the date of approval of these financial statements.

| Having considered the forecasts, available facilities, post year-end performance and ongoing group support, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis.

| Significant judgements and estimates

| In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of the 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 estimates 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.

| The critical judgment made by the management is to continue recognising the freehold property on cost as

| permitted by the accounting standards.

| NMI Bidco Limited (Registered number: 14431419) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

3. | EMPLOYEES AND DIRECTORS

| There were no staff costs for the year ended 31 March 2025 nor for the period ended 31 March 2024.

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

| Period

| 21/10/22

| Year Ended |  | to

| 31/3/25 |  | 31/3/24

£ | £ |

| Directors' remuneration | - |  | - |  |

4. | OPERATING LOSS

| The operating loss is stated after charging:

| Period

| 21/10/22

| Year Ended |  | to

| 31/3/25 |  | 31/3/24

£ | £ |

| Auditors' remuneration | 10,000 |  | - |  |

| Auditors' remuneration - non-audit | 2,400 |  | - |  |

5. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| Period

| 21/10/22

| Year Ended |  | to

| 31/3/25 |  | 31/3/24

£ | £ |

| Interest & similar expenses | 378,096 |  | 530,612 |  |

6. | TAXATION

| Analysis of the tax charge

| No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the period ended 31 March 2024.

| NMI Bidco Limited (Registered number: 14431419) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

7. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 1 April 2024 | 5,886,212 |  |

| Reclassification/transfer | (71,000 | ) |

| At 31 March 2025 | 5,815,212 |  |

| NET BOOK VALUE

| At 31 March 2025 | 5,815,212 |  |

| At 31 March 2024 | 5,886,212 |  |

| The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

| Recruitex Limited

| Registered office: 8 Leodis Court, David Street, Leeds, England, LS11 5JJ

| Nature of business: Activities of head offices

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

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

| 31.3.25 |  | 31.3.24

£ | £ |

| Prepayments | 118,016 |  | 295,039 |  |

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

| 31.3.25 |  | 31.3.24

£ | £ |

| Bank loans and overdrafts (see note 11) | 266,668 |  | 266,668 |  |

| Amounts owed to group undertakings | 4,942,720 |  | 4,465,797 |  |

| Accrued expenses | 41,051 |  | 37,833 |  |

5,250,439 |  | 4,770,298 |  |

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

| 31.3.25 |  | 31.3.24

£ | £ |

| Bank loans (see note 11) | 1,449,997 |  | 1,716,665 |  |

| NMI Bidco Limited (Registered number: 14431419) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

11. | LOANS

| An analysis of the maturity of loans is given below:

| 31.3.25 |  | 31.3.24

£ | £ |

| Amounts falling due within one year or on demand:

| Bank loans | 266,668 |  | 266,668 |  |

| Amounts falling due between one and two years:

| Bank loans - 1-2 years | 1,449,997 |  | 1,716,665 |  |

12. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: |  | Class: |  | Nominal |  | 31.3.25 |  | 31.3.24 |  |

|  | value: |  | £ |  | £ |  |

| 75 |  | Ordinary shares A |  | £1 |  | 75 |  | 75 |  |

| 17 |  | Ordinary shares B |  | £1 |  | 17 |  | 17 |  |

| 8 |  | Ordinary shares C |  | £1 |  | 8 |  | 8 |  |

|  | 100 |  | 100 |  |

13. | RESERVES

| Retained

| earnings

£ |

| At 1 April 2024 | (305,712 | ) |

| Deficit for the year | (461,596 | ) |

| At 31 March 2025 | (767,308 | ) |

14. | RELATED PARTY DISCLOSURES

| During the year, the company received loan funding from its ultimate parent company, NMI PE Investments Ltd. At 31 March 2025, the amount outstanding and included within 'Amounts owed to group undertakings' was £1,505,075 (2024: £nil). The loan is unsecured, repayable on demand, and bears no interest.

| During the year, the company received a loan from a fellow subsidiary Taskmaster Resources Ltd. At 31 March 2025, the amount outstanding and included within 'Amounts owed to group undertakings' was £3,232,645 (2024: £2,965,979). The loan is unsecured, repayable on demand, and bears no interest.

| During the financial year the directors of the Company, did not receive any remuneration, salary, fees, or other benefits from the Company in respect of their services as a director or in any other capacity. No amounts were paid to or accrued for the benefit of the director, either directly or indirectly, through any related entities.

| NMI Bidco Limited (Registered number: 14431419) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

15. | ULTIMATE CONTROLLING PARTY

| The ultimate parent company is NMI PE Investments Limited, a company registered in England and Wales.

| The smallest and largest group into which the entity is consolidated is NMI PE Investments Limited, a company registered in England and Wales. NMI PE Investments Limited prepares group financial statements and they are publicly available from Companies House website.

| The ultimate controlling party is N M Imam, by virtue of his shareholding in NMI PE Investments Limited.

16. | CHARGES

| During the reporting period, the company had granted charges in favor of Bibby Financial Services Limited over its floating assets, covering all property and undertakings. These charges remain outstanding as of the reporting date and have not been satisfied.

17. | SUBSEQUENT EVENTS

| Since 31 March 2025, the company has continued to operate in line with management expectations. As a holding company, the entity does not generate significant trading income directly and accordingly only limited movements in retained losses and net liabilities are anticipated in the ordinary course of business. This position is consistent with the expectations of management and those charged with governance.

| The directors have continued to monitor the financial position and cash flow requirements of the company through regular management review and oversight of the wider group’s performance.

| The company continues to receive financial support from its ultimate parent undertaking, NMI PE Investments Limited, and fellow subsidiary undertakings within the group. The directors have received confirmation that such support will continue for a period of not less than twelve months from the date of approval of these financial statements.

| The directors have taken these matters into account in their assessment of the company’s ability to continue as a going concern.