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

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

D2 Global Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Floor 12, 111 Piccadilly, Manchester, United Kingdom, M1 2HY.

For the prior year the company was incorporated on 16 August 2024 and prepared it's financial statements to the period ending 31 March 2025.

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.

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.

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 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.

Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the income statement.

The Company has no cash-settled arrangements.

On 5 June 2025 the company replaced the 25 October 2024 Enterprise Management Incentives (EMI) scheme held within D2 Global Limited, the trading subsidiary and where the employees eligable for the scheme are employed.

The company grants equity instruments to employees of subsidiary undertakings. The fair value of awards granted is recognised as an increase in the investment in subsidiaries over the vesting period with a corresponding increase in equity. No employee remuneration expense is recognised by the holding company because it does not receive the employee services directly

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 are no judgements or key sources of estimation uncertainty.

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

There are no employees.

D2 Global Holdings Limited operated an Enterprise Management Incentive (EMI) share option scheme for certain employees working TSA Riley Infrastructure Limited (previously known as D2 Global Limited),

The transactions relating to the share issues are disclosed within the financial statements of working TSA Riley Infrastructure Limited (previously known as D2 Global Limited) as this company retains the employees. The share capital issued is disclosed within these financial statements.

Further details of the transactions are disclosed on note 8 of these financial statements.

No options were outstanding at the year end.

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 March 2026 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.

On 10 October 2025 the shares of the company were purchased by TSA Management UK Holdings Limited, a company incorporated in the United Kingdom with a registered office address of Ground Floor, 10 Temple Back, Bristol, BS1 6FL, United Kingdom.

At the balance sheet date the ultimate controlling party was Crane Topco PTY Ltd, a company incorporated in Australia with a registered office address of Level 30, 126-130 Phillip Street, Sydney, NSW 2000, Australia.

During the year, an error has been corrected in the accounting treatment applied to transactions relating to Investment valuation and associated equity, previously reported as Share Premium.

An amount of £2,155,291 had previously been recognised as part of the Company's investment in subsidiary undertakings, with a corresponding increase in equity. It was concluded that these amounts were not required for recognition as part of the investment carrying value.

Accordingly, the comparative figures have been restated to reduce the carrying value of both Investments and Share Premium by £2,155,291, reducing balance sheet assets by the same.

The adjustment had no impact on the Company's profit & loss account.