REGISTERED NUMBER: 13817476 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

GAVEL UK BIDCO LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

M J Davies

M J K Grad

M L J Brouwers

REGISTERED OFFICE:

Unit 1a

Sterling Centre

Eastern Road

Bracknell

Berkshire

RG12 2PW

REGISTERED NUMBER:

13817476 (England and Wales)

AUDITORS:

Galloways Accounting

Statutory Auditor

15 West Street

Brighton

East Sussex

BN1 2RL

FIXED ASSETS

Investments

4

26,984,562

26,984,562

CURRENT ASSETS

Debtors

5

65,323

387,841

Cash at bank

595,545

421,623

660,868

809,464

CREDITORS

Amounts falling due within one year

6

478,885

501,904

NET CURRENT ASSETS

181,983

307,560

TOTAL ASSETS LESS CURRENT LIABILITIES

27,166,545

27,292,122

CREDITORS

Amounts falling due after more than one year

7

10,950,570

10,950,570

NET ASSETS

16,215,975

16,341,552

CAPITAL AND RESERVES

Called up share capital

1

1

Share premium

15,758,991

15,758,991

Retained earnings

456,983

582,560

SHAREHOLDERS' FUNDS

16,215,975

16,341,552

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 8 April 2026 and were signed on its behalf by:

M J K Grad - Director

1.	STATUTORY INFORMATION

Gavel UK 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting

policies adopted are set out below.

Preparation of consolidated financial statements

The financial statements contain information about Gavel UK Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost, less impairment which is reviewed annually.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a 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 instruments are initially recognised at the transaction price and are subsequently measured at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial instrument is measured at the present value of the future receipts discounted at a market rate of interest.

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.

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.

Other income

Other income comprises management charge income, where applicable, charged to other group companies, and dividends receivable from group undertakings.

Management charge income is recognised in the period in which the services are provided, in accordance with the terms of the relevant arrangements. Dividend income is recognised when the company’s right to receive payment is established, rather than when the cash is physically received.

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the company will continue in operational existence for the foreseeable future.

In assessing the appropriateness of the going concern basis, the directors have considered the company’s financial position, cash flow forecasts and available banking facilities for a period of at least 12 months from the date of approval of the financial statements.

Based on this assessment, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

3.	EMPLOYEES AND DIRECTORS

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

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2025

and 31 December 2025

26,984,562

NET BOOK VALUE

At 31 December 2025

26,984,562

At 31 December 2024

26,984,562

The above investment is categorised as a fixed asset investment on the basis that the directors expect to hold this investment for a period of more than 12 months from the balance sheet date.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

600

301,200

Prepayments and accrued income

64,723

86,641

65,323

387,841

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

1,440

-

VAT

60

300

Accrued expenses

477,385

501,604

478,885

501,904

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans more 5 yrs non-instalments

10,950,570

10,950,570

2025

2024

£

£

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Bank loans more 5 yrs non-instalments

10,950,570

10,950,570

8.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loans

10,950,570

10,950,570

The bank loan is secured by means of a first fixed charge over all shares and shareholder loans and a floating charge over all its present and future assets and undertakings.

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

The Report of the Auditors was unqualified.

Neil Morris FCCA (Senior Statutory Auditor)

for and on behalf of Galloways Accounting

10.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption available in FRS 102 "Related party disclosures" whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

Gavel UK Bidco Limited is a 100% owned subsidiary of TBAuctions Netherlands B.V. whose results are included in the consolidated financial statements of a parent, which are publicly available.

11.

CONTROL

The company is a wholly owned subsidiary of TBAuctions Netherlands B.V., a company incorporated in Holland. Group consolidated financial statements can be obtained from Overschiestraat 59, 1062 XD Amsterdam, The Netherlands.