Company registration number 14156055 (England and Wales)
KINROCK LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
KINROCK LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 9
KINROCK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
3
11,460
608
Investments
4
9,814,683
9,829,848
9,826,143
9,830,456
Current assets
Debtors
5
834,726
35,190
Cash at bank and in hand
417,169
269,100
1,251,895
304,290
Creditors: amounts falling due within one year
6
(614,120)
(392,733)
Net current assets/(liabilities)
637,775
(88,443)
Total assets less current liabilities
10,463,918
9,742,013
Creditors: amounts falling due after more than one year
7
-
0
(9,352,960)
Net assets
10,463,918
389,053
Capital and reserves
Called up share capital
8
109,963
3
Share premium account
9,392,748
-
0
Own shares
(80,400)
-
0
Profit and loss reserves
1,041,607
389,050
Total equity
10,463,918
389,053
KINROCK LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 2 -

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 1 May 2026 and are signed on its behalf by:
Mr A Arapoglou
Director
Company registration number 14156055 (England and Wales)
KINROCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Kinrock Limited is a private company limited by shares incorporated in England and Wales. The registered office is Rex House, 4th Floor, 4-12 Regent Sreet, London, United Kingdom, SW1Y 4PE.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Revenue

Revenue comprises services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income. No such arrangements existed during the period.

The company recognises revenue from the following major sources:

- Management consultancy

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Management consultancy

Revenue from contracts for the provision of management consultancy services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.3
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

KINROCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

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 or 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.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

KINROCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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. A m ounts 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.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

KINROCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
3
2
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2025
808
Additions
12,477
At 31 December 2025
13,285
Depreciation and impairment
At 1 January 2025
200
Depreciation charged in the year
1,625
At 31 December 2025
1,825
Carrying amount
At 31 December 2025
11,460
At 31 December 2024
608
4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
9,814,683
9,829,848
KINROCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4
Fixed asset investments
(Continued)
- 7 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
9,829,848
Valuation changes
(15,165)
At 31 December 2025
9,814,683
Carrying amount
At 31 December 2025
9,814,683
At 31 December 2024
9,829,848

The value of a wholly owned subsidiary, Red I.T. Solutions Limited, decreased by £15,165 in the period due to actual deferred consideration paid being less than the estimated amount at the time of purchase.

5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
54,000
-
0
Amounts owed by group undertakings
709,496
25,000
Other debtors
71,230
10,190
834,726
35,190
6
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
52,159
10,308
Amounts owed to group undertakings
406,168
139,791
Taxation and social security
6,396
-
0
Other creditors
149,397
242,634
614,120
392,733
KINROCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
7
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
-
0
9,352,960
Creditors which fall due after five years are payable as follows:
Payable other than by instalments
-
9,296,710

Shareholder Loan Notes, representing the amount falling due after more than five years, were converted to equity in the company in December 2025. Interest continued to accrue at a rate of 8% per annum up to 30 November 2025, totalling £1,143,758 since issuance of the Notes. This accrued interest was forgiven by all Note holders and written off to Profit & Loss for the year.

Additionally, £1,760 of the Notes principal was forgiven and written off to Profit & Loss for the year being the balance remaining post-conversion due to the Notes converted not being exactly divisible by the number and value of shares issued.

8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 0.03167p each
10,000
10,000
3
3
B of £1 each
99,980
0
99,980
-
0
C of £1 each
9,980
0
9,980
-
0
119,960
10,000
109,963
3

During the year, the company issued 99,980 B shares at a nominal value of £1 per share, in exchange for outstanding loan notes. The amount treated as paid was £88 per share, giving a total of £8,798,240, of which £8,698,260 represents share premium.

The company also issued 9,980 C shares during the year, at a nominal value of £1 per share, in exchange for outstanding loan notes. The amount treated as paid was £70.588 per share, giving a total of £704,468, of which £694,488 represents share premium.

9
Related party transactions
2025
2024
Amounts due to related parties
£
£
Entities over which the entity has control, joint control or significant influence
406,168
139,791

The company's loan from its subsidiary, Red I.T. Solutions Limited, was increased during the period to £271,668 (2024: £139,791). The loan remains unsecured and interest-free with no fixed repayment terms.

During the period the company's loan to subsidiary Zing 365 Limited of £25,000 was repaid. The company received a loan from this subsidiary in the period totalling £134,500. The loan is unsecured and interest-free with no fixed repayment terms.

KINROCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Related party transactions
(Continued)
- 9 -

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Entities over which the entity has control, joint control or significant influence
709,496
25,000

During the year, the company paid expenses on behalf of its subsidiary, Redmill Advance Limited, totalling £10,000. The subsidiary paid expenses on behalf of the company totalling £6,385. The balance due to the company of £3,615 remains outstanding at the end of the period.

During the year, the company assumed the liability for loan notes to investors of £705,881 from one of its subsidiaries, Kinrock Education Limited, resulting in an inter-company debtor. No interest is being charged on this inter-company amount and it carries no fixed repayment terms.

Subsequently, the loan notes were exchanged for shares in Kinrock Limited. Additionally, £1,413 of the notes principal was forgiven and written off to Profit & Loss for the year being the balance remaining post-conversion due to the notes converted not being exactly divisible by the number and value of shares issued.

10
Directors' transactions

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

The company repaid £85,000 of the outstanding director loan, whilst the director paid company expenses of £38 in the period, bringing the sum due to the director to £74,022 (2024: £158,984) at the end of the period. The loan is unsecured, interest-free and has no fixed repayment terms.

11
Ultimate controlling party

There is no one single controlling party.

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