The directors present their annual report on the affairs of Lyndale Holdings Limited, together with the unaudited financial statements for the year ended 31 December 2025.

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

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

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The Company has not identified any significant risks or uncertainties that would adversely impact its financial position. The Company will continue to monitor this situation on an ongoing basis.

After making appropriate enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they have chosen to adopt the going concern basis in preparing the Company’s financial statements.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question 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.

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

Lyndale Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O CSC CLS (UK) Limited, 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing at the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Companies Act – reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by the Companies Act 2006.

• the requirements to prepare a Statement of Cash Flows;

• the requirements of Related Party Disclosures.

The financial statements have been prepared on the going concern basis for the reason set out in the director’s report under the heading “Going Concern”. true

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.

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, 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 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.

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.

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

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the year. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

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.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

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.

There were no employees within the Company for the year ending 31 December 2025; nor for the prior year.

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

As of 31 December 2024, the total receivables on the loans were $86,441,553 The loans had a fair market value of $76,131,439 at 31 December 2024.                        

• 11% loan issued to Supercanal - $72,526,920 - The loans had a fair market value of $63,876,440 at 31 December 2024

• 12% loan issued to Supercanal - $4,164,050 - The loans had a fair market value of $3,667,394 at 31 December 2024

• 20% loan issued to Supercanal - $9,750,583 - The loans had a fair market value of $8,587,605 at 31 December 2024                                                

On 30th December 2025, the Company entered into a participation agreement with Lyndale Investment Holdings LP, pursuant to which it irrevocably transferred a 100% participation interest in its Supercanal loan portfolio. Under the agreement, all economic rights, risks, and obligations associated with the underlying assets are passed through to the parent, and the transaction is structured as a non-recourse sale. The total loan receivable from Lyndale Investment Holdings LP is $89,159,307.                        

3.75% loan issued to shareholders - $3,013,206            

The company entered into a shareholder loan agreement on 15 July 2021 due 2025 with an interest rate of 3.75% per annum. The loan is extendable at the discretion of the shareholders per terms of the loan agreement. Total receivable on the loan at 31 December 2025 is $3,013,206. From inception, the loan balance increased representing principal and interest payments received on underlying loans at Lyndale Holdings Ltd and upstreamed to shareholders via the loan agreement. Loans between the entity and shareholders remain valid and in place as of December 2025. The agreement will be formally updated to extend maturity through 2027.

18% loan issued to Centrocard - $8,553,072

The company entered into a loan agreement with Centrocard on 4 June 2019 due 2023, to a maximum assigned value of $15,000,000 with 18% applicable interest per annum. At 31 December 2025, the outstanding loan balance was $8.5m with a fair market value of $8,553,072. Loan remains in effect and company in process of negotiating the settlement of the remaining loan balance. Centrocard has been making regular payments against interest/principal on the loan through 2025 and the loan is anticipated to be fully paid by December 2026.

Loan to Lyndale Investment Holdings LP $89,159,307

On 30th December 2025, the Company entered into a participation agreement with Lyndale Investment Holdings LP, pursuant to which it irrevocably transferred a 100% participation interest in its Supercanal loan portfolio. Under the agreement, all economic rights, risks, and obligations associated with the underlying assets are passed through to the parent, and the transaction is structured as a non-recourse sale. The total loan receivable from Lyndale Investment Holdings LP is $89,159,307.

Ordinary shares carry one vote at general meetings and have no restrictions

The immediate parent undertaking of the company is Lyndale Investment Holdings LP.

During the current year, the Company identified a prior period error relating to the recording of a historical transaction. Following a review of the supporting documentation, management concluded that the comparative figures required restatement.

Accordingly, the comparative figures as at and for the year ended 31 December 2024 have been restated. Share capital has been reduced by $32, with a corresponding reduction in administrative expenses of $32. As a result of the restatement, the loss for the year ended 31 December 2024 decreased by $32.