The director presents his annual report and financial statements for the year ended 31 May 2025.

The principal activity of the company continued to be that of property rental.

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

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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. He is 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.

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.

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

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

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

JAKS HOLDINGS LIMITED is a private company limited by shares incorporated in England and Wales. The registered office is Jubilee House, Townsend Lane, Kingsbury, London, England, NW9 8TZ.

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

These financial statements have been prepared in accordance with Financial Reporting Standard 102, except that they have not been prepared on a going concern basis.

Following the directors' approval of a restructuring plan, the Company intends to transfer substantially all of its investment properties to a newly incorporated company. As part of that restructuring, the Company's existing borrowings will be repaid and settled by replacement financing arranged by the acquiring entity.

The directors consider that, following completion of the restructuring, the Company will no longer hold its principal income-generating assets and does not intend to continue carrying on its existing business activities. Accordingly, the directors have concluded that it is inappropriate to prepare the financial statements on the going concern basis.

The financial statements have therefore been prepared on a basis other than going concern. Assets and liabilities have been recognised and measured on the basis that the Company will realise its assets and settle its liabilities in the ordinary course of implementing the restructuring plan.

The directors believe that the values at which assets and liabilities are stated are not materially different from the amounts expected to be realised or settled. Accordingly, no material adjustments have been required to the carrying values of assets and liabilities as a result of adopting this basis of preparation.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

The company’s revenue arises primarily from management charges to connected entities, including group undertakings and other related parties, in respect of property management, asset management and administrative services.

Management charges to connected entities are recognised:

a) in accordance with contractual terms or agreed cost allocation methodologies; and

b) at the fair value of the consideration receivable.

Income is accrued for services performed but not yet invoiced at the reporting date.

Transactions with related parties are recognised on the same basis as those with third parties where they represent genuine service arrangements. Where amounts charged do not reflect services provided or are not expected to be settled, they are not recognised as turnover and are instead accounted for in accordance with their substance.

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:

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.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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.

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.

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

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 leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

In the application of the company’s accounting policies, the director is 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.

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.

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets.

The investment property has been valued by an independent external valuer. The directors consider the use of an independent specialist provides objective evidence of fair value and supports the appropriateness of the carrying value recognised in the financial statements. Significant judgement has been applied in reviewing the valuation assumptions adopted by the valuer, including market rents, yields and comparable market evidence. Changes in these assumptions could result in a material adjustment to the reported fair value of the investment property.

Although independent valuations are obtained, the directors remain responsible for the valuation adopted in the financial statements. At each reporting date, the directors assess the reasonableness of the fair values provided by the independent valuer by considering market conditions, recent property transactions, property-specific developments and the appropriateness of the key assumptions used in the valuation process. This assessment involves significant judgement, particularly where market evidence is limited or where changes in assumptions could have a material impact on the reported fair value.

The directors are satisfied that the fair values adopted represent the best estimate of the properties' market value at the reporting date; however, due to the inherent uncertainty associated with property valuations, actual outcomes may differ from those estimates.

The average monthly number of persons (including directors) employed by the company during the year was:

Investment property comprises 77 Walton Street, London, SW3 2HP and 87-89 Walton Street, London, SW3 2HP. The fair value of the investment property has been arrived at on the basis of a valuation carried out at 18 October 2022 by Savills Chartered Surveyors, who are not connected with the company and by the director of the company at 31 May 2025. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

The Lloyds Bank (the Bank) has given the company loan facilities. The Bank has first legal charge of the commercial freehold properties located at 77 Walton Street, London, SW3 2HT and on 87 - 89 Walton Street, London, SW3 2HP.

The Bank also has a first legal charge over the assets of the other operating companies connected to the company.

In addition, the Bank has an unlimited debenture incorporating fixed and floating charge over all the property or undertakings of the company and also has right of set-off.

During the year the Company breached certain financial covenants contained within its banking facilities. As a consequence, the lender had the right to require repayment of the outstanding balance. In addition, under the approved restructuring plan, the existing facilities will be settled through replacement financing obtained by the acquiring entity. Accordingly, the outstanding loan balance of £6.5m has been classified as a current liability at the reporting date.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 May 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.

Emphasis of matter

We draw attention to Note 1.2 to the financial statements, which explains that the directors have prepared the financial statements on a basis other than going concern as a result of the planned transfer of the Company's investment properties as part of a restructuring and the settlement of the existing lender liabilities through replacement financing arrangements.

As explained in Note 1.2, the directors have concluded that the Company will not continue its existing operations following completion of the restructuring and, accordingly, the financial statements have been prepared on a basis other than going concern.

Our opinion is not modified in respect of this matter.

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

During the year the company entered into the following transactions with related parties in respect of Management charges income:

The company also owed its director £1,388,594 (2024: £1,265,042). This is an interest free loan and repayable on demand.