REGISTERED NUMBER: 14159418 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2026

FOR

APEX NEW HOLDCO LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTORS:

Mr V B Y Cherchian

Mr M B Hookway

Ms K Keene

REGISTERED OFFICE:

Unit 3.10

Grand Union Studios

332 Ladbroke Grove

London

W10 5AD

REGISTERED NUMBER:

14159418 (England and Wales)

ACCOUNTANTS:

Acuity Professional Partnership LLP

Unit 2.02 High Weald House

Glovers End

Bexhill

East Sussex

TN39 5ES

FIXED ASSETS

Investments

4

1,052,000

4,490,000

CURRENT ASSETS

Debtors

5

598,197

649,129

NET CURRENT ASSETS

598,197

649,129

TOTAL ASSETS LESS CURRENT LIABILITIES

1,650,197

5,139,129

CREDITORS

Amounts falling due after more than one year

6

2,669,545

6,008,594

NET LIABILITIES

(1,019,348

)

(869,465

)

CAPITAL AND RESERVES

Called up share capital

7

293

100

Retained earnings

(1,019,641

)

(869,565

)

SHAREHOLDERS' FUNDS

(1,019,348

)

(869,465

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 May 2026.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 May 2026 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 29 July 2026 and were signed on its behalf by:

Mr V B Y Cherchian - Director

1.	STATUTORY INFORMATION

Apex New Holdco 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.

PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

The financial statements contain information about Apex New Holdco 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 subsidiaries are measured at cost less accumulated impairment losses. The Company assesses at each reporting date whether there is any indication that an investment is impaired. Where such indication exists, the recoverable amount is estimated and compared to carrying amount, with any impairment loss recognised immediately in profit or loss.

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement.

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 statement of financial position date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

GOING CONCERN

At the reporting date, the Company had net liabilities of £1,019,348 (2025: £869,465). The Company's ability to continue as a going concern is dependent on the continued financial support of its shareholders.

Following a debt restructuring agreement entered into with BGF (see note 10), a shareholder of the Company, the shareholders have confirmed their intention to continue providing financial support to the Company for the foreseeable future.

On this basis, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements. Accordingly, the directors 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 (2025 - NIL).

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 June 2025

4,490,000

Impairments

(3,438,000

)

At 31 May 2026

1,052,000

NET BOOK VALUE

At 31 May 2026

1,052,000

At 31 May 2025

4,490,000

During the year, management identified indicators of impairment in respect of the Company's investment in its wholly owned trading subsidiary and performed an impairment review in accordance with Section 27 of FRS 102.

The recoverable amount of the investment was determined based on an enterprise value calculated by applying a weighted average EBITDA multiple to the subsidiary's weighted average EBITDA. This enterprise value was compared to the carrying value of the investment to determine the impairment required.

As a result of this review, the carrying value of the investment was reduced from £4,490,000 to £1,052,000, resulting in an impairment charge of £3,438,000 recognised in profit or loss for the year.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Other debtors

598,197

649,129

6.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2026

2025

£

£

Other creditors

2,669,545

6,008,594

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

2,536

Ordinary

£0.1

254

61

390

A Ordinary

£0.1

39

39

293

100

1,926 Ordinary shares of £0.1 each were allotted and fully paid for cash at par during the year.

8.	RELATED PARTY DISCLOSURES

During the year, the Company allotted 1,364 ordinary shares of £0.1 each (aggregate nominal value of £136) to two directors of the Company, who are also key management personnel; and 562 ordinary shares of £0.1 each (aggregate nominal value of £56) to two companies controlled by other directors of the Company, and therefore related parties by virtue of common control. The shares were issued for cash consideration equal to their nominal value of £0.1 per share, which represented their fair value at the date of issue (see Note 9).

BGF Investment Management Limited ("BGF") is a related party of the Company by virtue of its significant influence over the Company's operating and financial policies, arising from its shareholding of 13.33% in the Company's ordinary share capital and its right to appoint a representative to the Board.

During the year, BGF waived £4,402,110 of the loan principal outstanding owed by the Company, being a partial waiver of the total loan balance. No conditions were attached to the waiver.

Interest/finance charges of £996,232 was charged on the loan during the year in accordance with its terms.

The resulting gain on waiver has been recognised in profit or loss for the year within other income (see note 4).

At the balance sheet date, the amount outstanding to BGF in respect of the loan, including accrued interest, was £2,500,000 (2025: £5,905,878).

No guarantees have been given or received in respect of this balance, and no provision for doubtful debts has been required in respect of any related party balance with BGF.