Following on from last years directors report, world events re Gaza, Ukraine, Iran and President Trump & AI have continued to slow down Private Equity (PE) activities and extend exiting years. UK government decisions have moved housing developments into near crisis mode, whilst the global stock markets have held up well.

The proposed sale of our Amber River investment via Penta Capital announced at the end of this tax year to Stone Point USA forecast settlement in July 2026.

Our Heligan Jersey HPE 1 Fund investment made a disposal in September of their Landguard shares.

One of our anticipated PE sales, ProjectTina in Heerbrugg, Switzerland eventually was switched to a merger with Heligan Scanwell UK instead.

A High Court Claim was filed by our holdings in Mabec (Nottingham) Ltd in January 2024 against a former Mabec (Nottingham) Ltd Director. This is ongoing.

Our subsidiary Codegest SA have had a good year with Quilter Cheviot in their equity trading. Switzerland continues to be a safe haven.

We end the year with significant assets in a wide spread of PE investments, the St John's housing development via Mabec (Nottingham) Ltd and Quilter equity trading activities via Codegest SA.

Overall a difficult year but we have made progress in a turbulent global climate and worked hard to reduce our overall risk exposure.

The year has seen a continuing overhang on delays in exiting our Private Equity (PE) investments mainly due to the continuing high refinance borrowing costs by corporations. Early indications are of this starting to ease in anticipation of a year end modest reduction. Three of our PE companies have recently indicated targeting exits in 2026.

Based on our half yearly PE investment reports seven evidenced a strong growth rate over the year, five modest growth and two losses.

Our portfolio of activities continues to be well diversified, mainly U.K. but with five overseas.

Our majority shareholding in Codegest SA Friburg continues to diversify, whilst maintaining a strong portfolio in short term USA Treasuries, U.K. Gilts and secured PE investments and loans in partnership with Newborough Investments Ltd.

NIL are a Partner in the Heligan Group where we remain very involved with them in their growing expansion on Corporate Finance and Defence / Cyber activities.

One other significant event shortly after the year end was NIL taking a 75% shareholding stake and day to day management of the St John's, Lincoln village development involving some 200 new builds, scheduled for 2027 onwards.

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

For the financial year ended 30 November 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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.

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.

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

Newborough Investments Limited is a private company limited by shares incorporated in England and Wales. The registered office is Celixir House, Stratford Business & Technology Park, Innovation Way, Banbury Road, Stratford-upon-Avon, Warwickshire, United Kingdom, CV37 7GZ.

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. The principal accounting policies adopted are set out below.

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.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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 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.

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.

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

Details of the company's subsidiaries at 30 November 2025 are as follows:

In addition to the investments shown Newborough Investments Ltd has invested £2,470,291 on behalf of its subsidiary Codegest SA Fribourg on Trust for Codegest SA Fribourg.