TOPCO KORU LIMITED

Filleted Accounts

Duncan Stockdill

Phillip Haines

Charles Johnstone

Fiona McMahon

Michael McGrath

Steven Ledgerwood

Anna Dick

Michael Cooper

Level 1, 20 Dale Street

Manchester

M1 1EZ

RSM UK Audit LLP

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.

The main trading company, Zestia Limited, is profit making, has strong monthly recurring revenues and has net assets at the year end. It also has a net positive cash position and is forecast to continue in this position for the foreseeable future. The debt and accrued interest is not due to be paid until July 2030, however loan note interest is being paid when sufficient cash reserves are available. On this basis, the directors have a reasonable expectation that the company has reasonable resources to remain in operational existence for the foreseeable future and not less than 12 months from signing. Therefore, they continue to adopt the going concern basis for preparing the annual report and financial statements.

The consolidated financial statements present the results of Topco Koru Limited and its subsidiaries (“Group”) as if they were one entity. Intercompany balances between group companies have been eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets and liabilities have been recognised at fair value at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control was obtained.

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 the rendering of software as a service. Turnover from the rendering of software as a service is recognised by reference to the ongoing contract status of each customer, annual billed customers are recognised on a pro-rata basis over the period of the billing cycle and monthly customers are recognised at the end of each monthly billing cycle.

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:

Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are amortised on a straight line basis over five years.

Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses.

Short term debtors are measured at transaction price, less any impairment losses. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

Short term creditors are measured at transaction price. Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and other similar expenses

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using Black-Scholes pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to the equity.

Foreign currency transactions are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Any differences are taken to the Statement of Comprehensive Income.

For defined contribution schemes the amount charged to profit and loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

Cash and cash equivalents are basic financial instruments and include cash in hand and deposits held at call with banks

In preparing the financial statements management are required to make judgements about the carrying value of assets and liabilities that are not readily available from other sources. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events which are expected to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are; internally generated intangible assets, amortisation of fixed assets and goodwill, the impairment of investments and the carrying value of goodwill and the recoverability of group debtors.

There are no persons employed directly by the company Topco Koru Limited.

The company had no intangible fixed assets at 31 December 2025 (2024 - £0).

The company had no tangible assets at 31 December 2025 (2024 - £0).

Amounts owed by group undertakings are due in less than 12 months but are not expected to be recovered within the next 12 months.

Newlands Capital 1 LLP holds a fixed charge over all intellectual property owned by the company at any time and a floating charge covers all the property or undertaking of the company.

These loan notes accrue interest at 10% per annum.

The company had no Creditor amounts falling due after one year at 31 December 2025 (2024 - £0).

The company had no deferred tax at 31 December 2025 (2024 - £0).

Ordinary shares A carry 49.2% of the total voting rights, ordinary shares B1 and B2 carry 25.39% each of the total voting right. Ordinary shares C and D carry no voting rights.

1,500,000 C ordinary shares of £0.001 each were issued to a Director of the company on 8th January 2025 at a nominal value of £0.00.

The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified.

Post year end on 9th March 2026, the company completed the buy back of 1,000,000 C ordinary shares of £0.001 each owned by a director. Concurrently, 500,000 C ordinary shares of £0.001 were purchased by a director.