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Registered number: 14634146 BYWATER SFC MANAGEMENT LTD FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
BYWATER SFC MANAGEMENT LTD CONTENTS
| Page
Company information | 1
Balance sheet | 2
Notes to the financial statements | 3 - 11
BYWATER SFC MANAGEMENT LTD COMPANY INFORMATION
Directors | O Nakagawa
| P D O'Gorman
| R M Walker
| M Matsumoto
| I Ikebuchi
| K J D'Arcy
Registered number | 14634146
Registered office | A&L Suite 1-3
| The Hop Exchange
| 24 Southwark Street
| London
| United Kingdom
| SE1 1TY
Independent auditors | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| United Kingdom
| WC2B 5AH
Page 1
|  | REGISTERED NUMBER:14634146
BYWATER SFC MANAGEMENT LTD BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 33,486 |  | 72,570
Investments | 5 |  | 55 |  | 55
|  |  | 33,541 |  | 72,625
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 6 | 289,303 |  | 244,924 |
Cash at bank and in hand |  | 238,752 |  | 88,306 |
|  | 528,055 |  | 333,230 |
Creditors: amounts falling due within one year | 7 | (1,059,638) |  | (968,003) |
Net current liabilities |  |  | (531,583) |  | (634,773)
Net liabilities |  |  | (498,042) |  | (562,148)
Capital and reserves |  |  |  |  |
Called up share capital | 8 |  | 6,750,000 |  | 3,806,243
Profit and loss account |  |  | (7,248,042) |  | (4,368,391)
Net deficit |  |  | (498,042) |  | (562,148)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
K J D'Arcy
Director
Date: 18 March 2026
The notes on pages 3 to 11 form part of these financial statements. Page 2
BYWATER SFC MANAGEMENT LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Bywater SFC Management Ltd is a private company limited by shares which was incorporated in United Kingdom. The principal place of business and the address of its registered office is A&L Suite 1-3, The Hop Exchange, 24 Southwark Street, London, England, SE1 1TY. The financial statements are presented in Sterling (£), which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on a going concern basis. The directors have assessed the financial position of the Company as part of the Bywater SFC Holding Group (the Group) level going concern assessment covering all companies within the Group. This assessment considered the Group’s current financial resources, forecast performance, cash flow projections, and the availability of ongoing financial support. As part of this assessment, the directors note that the Group has secured additional funding after the year end, including a combination of share capital injections, loan financing, and other intragroup support arrangements. In addition, the Group has received a letter of financial support from its ultimate parent undertake confirming that it will continue to provide financial assistance to enable the Company to meet its liabilities as they fall due for at least the next twelve months from the date of approval of these financial statements. Having considered these factors, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors consider the adoption of the going concern basis to be appropriate in preparing the financial statements. Page 3
BYWATER SFC MANAGEMENT LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Revenue
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.
| 2.4 | 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. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Office equipment | - | 25% |
|  |  |  | Computer equipment | - | 50% |
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 profit or loss. Page 4
BYWATER SFC MANAGEMENT LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Valuation of investments
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
| 2.6 | Financial instruments
The Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument. 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. The Company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including trade and other debtors and cash and bank balances 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors, companies 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Page 5
BYWATER SFC MANAGEMENT LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) Financial instruments (continued) Impairment of financial assets Financial assets 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 cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the 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. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit and loss. Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
| 2.7 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Page 6
BYWATER SFC MANAGEMENT LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit and loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.9 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses are presented in profit and loss within 'administrative expenses'. Page 7
BYWATER SFC MANAGEMENT LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Current and deferred tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax arises from timing differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Employees
| The average monthly number of employees, including directors, during the year was 19 (2024 - 15).
Page 8
BYWATER SFC MANAGEMENT LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Tangible fixed assets
|  | Office equipment | Computer equipment | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 25,668 | 59,579 | 85,247
| Additions | 19 | 9,416 | 9,435
| Disposals | (19) | (10,604) | (10,623)
| At 31 December 2025 | 25,668 | 58,391 | 84,059
| Depreciation |  |  |
| At 1 January 2025 | 579 | 12,098 | 12,677
| Charge for the year | 5,600 | 29,654 | 35,254
| Disposals | 3 | 2,639 | 2,642
| At 31 December 2025 | 6,182 | 44,391 | 50,573
| Net book value |  |  |
| At 31 December 2025 | 19,486 | 14,000 | 33,486
| At 31 December 2024 | 25,089 | 47,481 | 72,570
5. | Fixed asset investments
|  | Unlisted investments
|  | £
| Cost |
| At 1 January 2025 | 55
| At 31 December 2025 | 55
Page 9
BYWATER SFC MANAGEMENT LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | - | 173
| Amounts owed by group undertakings | 174,296 | 186,516
| Other debtors | 51,934 | 25,099
| Prepayments and accrued income | 63,073 | 33,136
|  | 289,303 | 244,924
7. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 9,889 | 78,389
| Other taxation and social security | 220,297 | 177,313
| Accruals | 829,452 | 712,301
|  | 1,059,638 | 968,003
8. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 675,000,000 (2024 - 380,624,300) Ordinary shares of £0.01 each | 6,750,000 | 3,806,243
9. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £180 (2024: £377) were payable to the fund at the balance sheet date and has been included in creditors. Page 10
BYWATER SFC MANAGEMENT LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 359,520 | 268,560
|  | 359,520 | 268,560
11. | Related party transactions
During the year the Company entered into transactions, in the ordinary course of business with related parties. Transactions entered into, and trading balances outstanding for the Company at 31 December 2025 are as follows:
| Related party transactions |  | Amount | Amount due from related parties |
|  |  | 2025 |  | 2024 | 2025 | 2024 |
|  |  | £ |  | £ | £ | £ |
| Service fees to fellow subsidiary companies | . | 1,918,973 | 889,695 | 38,385 | 160,017 |
The nature of the service agreements with the related parties listed above is to provide office administrative services and management services. Amounts owed to related parties are unsecured, interest free and due for repayment within one year.
12. | Parent undertaking
The smallest group for which consolidated financial statements are drawn up is headed by Bywater SFC Holdings Ltd whose registered office is A&L Suite 1-3, The Hop Exchange, 24 Southwark Street, London, SE1 1TY.
13. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 18 March 2026 by Yusuke Takanishi (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
Page 11