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REGISTERED NUMBER: 12501755 (England and Wales)

| Unaudited Financial Statements |

| for the Year Ended 30 June 2025 |

| for |

| Tegni Holdings Limited |

| Tegni Holdings Limited (Registered number: 12501755) |

Contents of the Financial Statements

for the year ended 30 June 2025

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| Chartered Accountants' Report | 5 |

| Tegni Holdings Limited |

Company Information

for the year ended 30 June 2025

| DIRECTORS: | H P F Smallwood

| Mrs B Smallwood

| REGISTERED OFFICE: | Bron Graig

| Llangwm

| Corwen

| Denbighshire

| LL21 0RL

| REGISTERED NUMBER: | 12501755 (England and Wales)

| ACCOUNTANTS: | Bennett Brooks & Co Ltd

| Chartered Accountants

| 19 Trinity Square

| Llandudno

| Conwy

| LL30 2RD

| Tegni Holdings Limited (Registered number: 12501755) |

Balance Sheet

30 June 2025

2025 | 2024 |

| Notes | £ | £

FIXED ASSETS

Investments | 4 | 4,748,624 |  | 4,748,624 |  |

CURRENT ASSETS

Debtors | 5 | 24,558 |  | 24,558 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,773,182 |  | 4,773,182 |  |

CAPITAL AND RESERVES

Called up share capital | 6 | 1,550,000 |  | 4,550,000 |  |

Capital redemption reserve | 3,175,000 |  | 175,000 |  |

Retained earnings | 48,182 |  | 48,182 |  |

SHAREHOLDERS' FUNDS | 4,773,182 |  | 4,773,182 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 June 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 June 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 1 June 2026 and were signed on its behalf by:

H P F Smallwood - Director

| Tegni Holdings Limited (Registered number: 12501755) |

Notes to the Financial Statements

for the year ended 30 June 2025

1. | STATUTORY INFORMATION

| Tegni 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.

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.

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost.

| 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.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

3. | EMPLOYEES AND DIRECTORS

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

4. | FIXED ASSET INVESTMENTS

Shares in |

group |

undertakings |

| £

| COST

| At 1 July 2024

| and 30 June 2025 | 4,748,624 |  |

| NET BOOK VALUE

| At 30 June 2025 | 4,748,624 |  |

| At 30 June 2024 | 4,748,624 |  |

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

2025 | 2024 |

| £ | £

| Amounts owed by group undertakings | 24,558 |  | 24,558 |  |

| Tegni Holdings Limited (Registered number: 12501755) |

Notes to the Financial Statements - continued

for the year ended 30 June 2025

6. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

value: |  | £ | £

| 177,188 | Ordinary | £1 | 177,188 |  | 177,188 |  |

| 354,375 | A Ordinary | £1 | 354,375 |  | 354,375 |  |

| 354,375 | B Ordinary | £1 | 354,375 |  | 354,375 |  |

| 664,062 | Redeemable Preference | £1 | 664,062 |  | 3,664,062 |  |

1,550,000 |  | 4,550,000 |  |

| On 25 October 2024, 3,000,000 preference shares were redeemed at par value in accordance with clearance obtained form HMRC.

Chartered Accountants' Report to the Board of Directors

on the Unaudited Financial Statements of

Tegni Holdings Limited

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Tegni Holdings Limited for the year ended 30 June 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Tegni Holdings Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Tegni Holdings Limited and state those matters that we have agreed to state to the Board of Directors of Tegni Holdings Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Tegni Holdings Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Tegni Holdings Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Tegni Holdings Limited. You consider that Tegni Holdings Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Tegni Holdings Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Bennett Brooks & Co Ltd

Chartered Accountants

19 Trinity Square

Llandudno

Conwy

LL30 2RD

1 June 2026