Company No: 13649722 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Mr. J. Gould
	Mr. E. Farquhar
	Mr. I. Brett

REGISTERED OFFICE	C/O Dmh Stallard Llp
	Fetter Yard
	Barnards Inn
	86 Fetter Lane
	London
	EC4A 1EN
	United Kingdom

COMPANY NUMBER

13649722 (England and Wales)

ACCOUNTANT	Verallo
	Century House
	Wargrave Road
	Henley-on-Thames
	Oxfordshire
	United Kingdom
	RG9 2LT

	Note	2025		2024
		£		£
Fixed assets
Investments	4	4,687,794		3,887,794
		4,687,794		3,887,794
Current assets
Debtors	5	1,558,318		1,665,713
Cash at bank and in hand		22		52
		1,558,340		1,665,765
Creditors: amounts falling due within one year	6	( 338,151)		( 2,354,547)
Net current assets/(liabilities)		1,220,189		(688,782)
Total assets less current liabilities		5,907,983		3,199,012
Creditors: amounts falling due after more than one year	7	( 6,240,459)		( 3,269,820)
Net liabilities		( 332,476)		( 70,808)
Capital and reserves
Called-up share capital	8	94,541		94,541
Share premium account		182,813		182,813
Other reserves		183,545		183,545
Profit and loss account		( 793,375 )		( 531,707 )
Total shareholders' deficit		( 332,476)		( 70,808)

For the financial year ending 30 September 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year 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; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Nesaquake Limited (registered number: 13649722) were approved and authorised for issue by the Board of Directors on 25 June 2026. They were signed on its behalf by:

Mr. I. Brett Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Nesaquake Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is C/O Dmh Stallard Llp, Fetter Yard, Barnards Inn, 86 Fetter Lane, London, EC4A 1EN, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

At the balance sheet date the company's liabilities exceeded its assets. The day to day operation of the company is dependent upon support from its lenders. On the assumption that such support will continue to be forthcoming, the directors considers it appropriate to prepare the financial statements on a going concern basis.

Group accounts exemption

Group accounts exemption s399
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.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Fixed asset 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.

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 creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a 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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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 payments 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. Amounts 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.

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	0		0

3. Share-based payments

Equity-settled share-based payment schemes

The company operated an equity-settled share-based remuneration scheme for employees within the group and former directors.

Details of the share options outstanding during the financial year are as follows:

	2025			2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	673,546	0.01		673,546	0.01
Granted during the period	1,911,506	0.01		0	0
Outstanding at the end of the period	2,585,052	0.01		673,546	0.01
Exercisable at the end of the period	0	0		0	0

In accordance with the scheme rules, options are exercisable at the nominal value of the share of 1p subject to the vesting conditions being met. The vesting condition is on sale of the business. There were no changes to the terms of the plan during the year. As the vesting condition has not been met, the directors deem there to be no fair value to the option.

4. Fixed asset investments

	2025		2024
	£		£
Subsidiary undertakings	4,687,794		3,887,794

Investments in subsidiaries

	2025
	£
Cost
At 01 October 2024	3,887,794
Additions	800,000
At 30 September 2025	4,687,794
Carrying value at 30 September 2025	4,687,794
Carrying value at 30 September 2024	3,887,794

5. Debtors

	2025		2024
	£		£
Amounts owed by Group undertakings	1,553,054		1,658,653
Other debtors	5,264		7,060
	1,558,318		1,665,713

6. Creditors: amounts falling due within one year

	2025		2024
	£		£
Amounts owed to Group undertakings	47,373		1,991,538
Other creditors	290,778		363,009
	338,151		2,354,547

The aggregate amount of creditors for which security has been given by the company amounted to £nil (2024 - £2,155,641).

7. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Amounts owed to Group undertakings	5,832,086		3,025,549
Other creditors	408,373		244,271
	6,240,459		3,269,820

The aggregate amount of creditors for which security has been given by the company amounted to £6,240,459 (2024 - £3,361,446).

8. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
3,786,589 Ordinary shares of £ 0.01 each	37,866		37,866
4,998,422 Ordinary A shares of £ 0.01 each	49,985		49,985
669,025 Growth ordinary shares of £ 0.01 each	6,690		6,690
	94,541		94,541

9. Events after the Balance Sheet date

On 18 December 2025, the company issued 10,170,890 Ordinary shares with a par value of £0.01 each for the consideration of cash.

On 18 December 2025, the company issued 3,546,875 Preference shares with a par value of £0.01 each in consideration of cancellation of loan notes with the value of £3,546,875.

10. Ultimate controlling party

The immediate parent company is GKF Nominees One Limited, whose registered office is Lytchett House, 13 Freeland Park Wareham Road, Lytchett Matravers, Poole, Dorset, England, BH16 6FA.

The ultimate controlling party is GKF Wealth Management Limited, a company registered in England and Wales.