Turnmill Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
Company Registration No. 15454189 (England and Wales)
Turnmill Limited
Company Information
Directors
A M Johnson
R J Levy
A Prasad
Company number
15454189
Registered office
32-38 Saffron Hill
London
EC1N 8FH
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Turnmill Limited
Contents
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Profit and loss account
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 22
Turnmill Limited
Directors' Report
For the year ended 31 December 2025
Page 1

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of an investment holding and management company.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

A M Johnson
R J Levy
A Prasad
Auditor

In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the company will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
R J Levy
Director
23 June 2026
Turnmill Limited
Directors' Responsibilities Statement
For the year ended 31 December 2025
Page 2

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Turnmill Limited
Independent Auditor's Report
To the Members of Turnmill Limited
Page 3
Opinion

We have audited the financial statements of Turnmill Limited (the 'company') for the year ended 31 December 2025 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Turnmill Limited
Independent Auditor's Report
To the Members of Turnmill Limited (Continued)
Page 4

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the Directors' R eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the Directors' R eport. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Directors' R esponsibilities S tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Turnmill Limited
Independent Auditor's Report
To the Members of Turnmill Limited (Continued)
Page 5
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Turnmill Limited
Independent Auditor's Report
To the Members of Turnmill Limited (Continued)
Page 6

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Esther Carder
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
25 June 2026
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
Turnmill Limited
Profit and Loss Account
For the year ended 31 December 2025
Page 7
2025
2024
Notes
£
£
Turnover
3
745,243
208,769
Administrative expenses
(6,918,445)
(1,616,286)
Operating loss
4
(6,173,202)
(1,407,517)
Interest receivable and similar income
686,886
12,000
Interest payable and similar expenses
6
(4,701,370)
(3,217,707)
Loss before taxation
(10,187,686)
(4,613,224)
Tax on loss
7
1,026,049
1,185,888
Loss for the financial year
(9,161,637)
(3,427,336)

The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.

Turnmill Limited
Balance Sheet
As at 31 December 2025
Page 8
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
8
23,000
-
0
Tangible assets
9
227,544
132,123
Investments
10
30,359,167
36,002,076
30,609,711
36,134,199
Current assets
Debtors
12
7,864,447
4,334,674
Cash at bank and in hand
43,879
12,250
7,908,326
4,346,924
Creditors: amounts falling due within one year
13
(37,503,485)
(32,483,286)
Net current liabilities
(29,595,159)
(28,136,362)
Total assets less current liabilities
1,014,552
7,997,837
Creditors: amounts falling due after more than one year
14
(13,540,888)
(11,392,141)
Provisions for liabilities
Deferred tax liability
16
(62,636)
(33,031)
(62,636)
(33,031)
Net liabilities
(12,588,972)
(3,427,335)
Capital and reserves
Called up share capital
18
1
1
Profit and loss reserves
(12,588,973)
(3,427,336)
Total equity
(12,588,972)
(3,427,335)

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

The financial statements were approved by the board of directors and authorised for issue on 23 June 2026 and are signed on its behalf by:
R J Levy
Director
Company Registration No. 15454189
Turnmill Limited
Statement of Changes in Equity
For the year ended 31 December 2025
Page 9
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 30 January 2024
1
-
0
1
Year ended 31 December 2024:
Loss and total comprehensive income
-
(3,427,336)
(3,427,336)
Balance at 31 December 2024
1
(3,427,336)
(3,427,335)
Year ended 31 December 2025:
Loss and total comprehensive income
-
(9,161,637)
(9,161,637)
Balance at 31 December 2025
1
(12,588,973)
(12,588,972)
Turnmill Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Page 10
1
Accounting policies
Company information

Turnmill Limited is a private company limited by shares incorporated in England and Wales. The registered office is 32-38 Saffron Hill, London, EC1N 8FH.

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.

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. The principal accounting policies adopted are set out below.

This Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this Company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group.

The financial statements of the Company are consolidated in the financial statements of Turnmill Topco Limited. These consolidated financial statements are available from its registered office, which is the same as the Company's.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The company made a loss for the year of £9,161,637 (202 4: £3,427,336) and as at the balance sheet date had net liabilities of £1 2,588,972 (202 4: £3,427,335). The company is part of a group and is able to receive support from fellow group companies, if required, to enable it to meet its obligations as they fall due. As a result, the directors are confident that they have the ability to respond effectively to continued uncertainty and as a result, the directors believe that the company will be able to continue to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements.

1.3
Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from management services.

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:

Leasehold improvements
Straightline over term of the lease
Fixtures and fittings
Straight line 5 years
Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 11

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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.

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.

Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 12
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
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 13
1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
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.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Management services

The company provides management services to other group companies. Management has exercised judgement in determining the appropriate basis for the allocation and recognition of management charges.

Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 14
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of investment

Investments are reviewed for impairment at each reporting date whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying value exceeds the recoverable amount, being the higher of fair value less costs of disposal and value in use, or other applicable measurement basis under the relevant standard.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Management service income
745,243
208,769
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
384,337
208,769
United States of America
360,906
-
745,243
208,769
2025
2024
£
£
Other significant revenue
Interest income
686,886
12,000
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange gains
(168,039)
-
0
Depreciation of tangible fixed assets
40,295
-
Amortisation of intangible assets
1,000
-
Operating lease charges
-
14,038
Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 15
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was nil (2024: nil). Wages and salaries reported in the financial statements consist of recharges from a group entity.

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
584,477
191,820
Social security costs
81,583
27,332
Pension costs
18,473
5,799
684,533
224,951
6
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost
Interest on bank overdrafts and loans
1,279,605
877,848
Interest payable to group undertakings
3,421,726
2,339,859
4,701,331
3,217,707
Other finance costs
Other interest
39
-
0
4,701,370
3,217,707
7
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(1,133,285)
(810,332)
Adjustments in respect of prior periods
50,151
-
0
Total current tax
(1,083,134)
(810,332)
Deferred tax
Origination and reversal of timing differences
57,085
(375,556)
Total tax credit
(1,026,049)
(1,185,888)
Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
7
Taxation
(Continued)
Page 16

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(10,187,686)
(4,613,224)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(2,546,922)
(1,153,306)
Tax effect of expenses that are not deductible in determining taxable profit
1,455,360
22,611
Adjustments in respect of prior years
65,512
-
0
Other under/overs
1
(55,193)
Taxation credit for the year
(1,026,049)
(1,185,888)
8
Intangible fixed assets
Software
£
Cost
At 1 January 2025
-
0
Additions
24,000
At 31 December 2025
24,000
Amortisation and impairment
At 1 January 2025
-
0
Amortisation charged for the year
1,000
At 31 December 2025
1,000
Carrying amount
At 31 December 2025
23,000
At 31 December 2024
-
0
Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 17
9
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2025
-
0
132,123
132,123
Additions
59,266
76,450
135,716
At 31 December 2025
59,266
208,573
267,839
Depreciation and impairment
At 1 January 2025
-
0
-
0
-
0
Depreciation charged in the year
2,905
37,390
40,295
At 31 December 2025
2,905
37,390
40,295
Carrying amount
At 31 December 2025
56,361
171,183
227,544
At 31 December 2024
-
0
132,123
132,123
10
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
11
30,359,167
36,002,076
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 & 31 December 2025
36,002,076
Impairment
At 1 January 2025
-
Impairment losses
5,642,909
At 31 December 2025
5,642,909
Carrying amount
At 31 December 2025
30,359,167
At 31 December 2024
36,002,076
Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 18
11
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Address
Class of shares held
% Held
Direct
Indirect
GB&M Limited
1
Ordinary shares
100
0
GRO Events Limited
1
Ordinary shares
100
0
Turnmill LLC
4
Ordinary shares
100
0
Dealmakers Forum LLC
2
Ordinary shares
0
100
IGlobal Forum Inc
3
Ordinary shares
0
100

Registered office addresses (all UK unless otherwise indicated):

1
32-38 Saffron Hill, London, EC1N 8FH
2
620 Wilson Avenue, 102 Brooklyn, New York 11207
3
134 N 4th Street, Brooklyn, New York, NY 11249
4
251 Little Falls Drive, Wilmington, 19808

Impairment of GRO Events Limited

Management has made the decision to impair the investment balance of GRO Events Limited at year end to its recoverable amount as the result of reduced trade from 2026.

12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
-
0
810,332
Amounts owed by group undertakings
7,132,666
2,406,691
Other debtors
276,826
616,263
Prepayments and accrued income
73,848
92,801
7,483,340
3,926,087
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 16)
381,107
408,587
Total debtors
7,864,447
4,334,674
Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 19
13
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
15
630,365
593,351
Trade creditors
230,454
-
0
Amounts owed to group undertakings
36,393,973
29,831,684
Other creditors
140,001
1,740,000
Accruals and deferred income
108,692
318,251
37,503,485
32,483,286
14
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
15
13,540,888
11,252,141
Other creditors
-
0
140,000
13,540,888
11,392,141
15
Loans and overdrafts
2025
2024
£
£
Bank loans
14,171,253
11,845,492
Payable within one year
630,365
593,351
Payable after one year
13,540,888
11,252,141
Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
15
Loans and overdrafts
(Continued)
Page 20

Term Loan A with HSBC Bank

On 19 February 2024, the company entered into a term loan facility with HSBC Bank for a principal amount of £2,040,000, repayable over a five-year term ending on 19 February 2029.

The loan carries an interest rate of 4.25% per annum plus SONIA, payable quarterly.

Transaction costs of £72,000 were capitalised and are being amortised over the life of the loan using the effective interest method.

As at 31 December 2025, the outstanding balance on the loan and interest was £2,047,750 (2024: £2,292,928)

Term Loan B with HSBC Bank

On 19 February 2024, the company entered into a term loan facility with HSBC Bank for a principal amount of £5,600,000. The loan is repayable in full in February 2030 being the 6th anniversary of the Closing Date (19 February 2024).

The loan carries an interest rate of 4.75% per annum plus SONIA, payable quarterly.

Transaction costs of £168,000 were capitalised and are being amortised over the life of the loan using the effective interest method.

As at 31 December 2025, the outstanding balance on the loan and interest was £5,616,658 (2024: £5,634,460).

Acquisition and Capex Loan with HSBC Bank

During the period the company entered into a term loan facility with HSBC Bank for a principal amount of £6,710,314 (2024: £4,077,141). The loan is repayable in full in February 2030 being the 6th anniversary of the Closing Date (2024: 19 February 202 9).

The loan carries an interest rate of 4.75% per annum plus SONIA, payable quarterly.

Transaction costs of £225,000 were capitalised and are being amortised over the life of the loan using the effective interest method.

As at 31 December 2025, the outstanding balance on the loan and interest was £6,506,846 (2024: £3,918,104).

.

Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 21
16
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
£
£
£
£
Accelerated capital allowances
62,636
33,031
-
-
Tax losses
-
-
239,253
408,587
Short term timing differences - non trading
-
-
141,854
-
62,636
33,031
381,107
408,587
2025
Movements in the year:
£
Asset at 1 January 2025
(375,556)
Charge to profit or loss
57,085
Asset at 31 December 2025
(318,471)
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
18,473
5,799

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
1
1
1
1
Turnmill Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 22
19
Financial commitments, guarantees and contingent liabilities

As at the period end, Group borrowings under a Senior Facilities Agreement with HSBC UK Bank plc are secured by fixed and floating charges over the assets of the Company. Guarantees have been provided on a joint and several basis by the Company and other Guarantor entities in accordance with the terms of the Facilities Agreement.

At the balance sheet date, the Group's indebtedness to its lenders was £14,171,254 (2024: £11,845,492).

20
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
137,026
137,026
Years 2-5
459,642
273,039
596,668
410,065
21
Related party transactions

The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group

22
Ultimate controlling party

The company's ultimate parent undertaking is Turnmill Topco Limited. Turnmill Topco Limited is incorporated in England & Wales. Copies of the group accounts may be obtained from the secretary, 32-38 Saffron Hill, London, England, EC1N 8FH.

The ultimate controlling party is Horizon Capital LLP

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