ACCOUNTS - Final Accounts

Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:

Registered number: 03126419

TCS JOHN HUXLEY LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

TCS JOHN HUXLEY LIMITED

COMPANY INFORMATION

Directors	T N Sjöberg
	M B Knutsson
	P Lee


Registered number	03126419


Registered office	Festival Trade Park Unit 6
	Crown Road
	Stoke on Trent
	Staffordshire
	ST1 5NJ


Independent auditors	Ecovis Wingrave Yeats LLP
	3rd Floor, Waverley House
	7-12 Noel Street
	London
	W1F 8GQ

TCS JOHN HUXLEY LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Comprehensive Income	7
Balance Sheet	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10 - 15

TCS JOHN HUXLEY LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Principal activity

The Company’s principal activity during the year was limited to holding a lease interest. All related obligations are met by another group company and the Company had no other significant activity.

Directors

The directors who served during the year were:

T N Sjöberg

M B Knutsson

P Lee

Directors' responsibilities statement

The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Statement of Comprehensive Income of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 to 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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 1

TCS JOHN HUXLEY LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Small Companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 30 May 2026 and signed on its behalf.

T N Sjöberg

Director

Page 2

TCS JOHN HUXLEY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TCS JOHN HUXLEY LIMITED

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Opinion

We have audited the financial statements of TCS John Huxley Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 3

TCS JOHN HUXLEY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TCS JOHN HUXLEY LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 4

TCS JOHN HUXLEY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TCS JOHN HUXLEY LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙We considered our general commercial and sector experience and held a discussion with the Directors and other management personnel to identify laws and regulations that could reasonably be expected to have a material effect on the financial statements.

∙We determined that the laws and regulations which are directly relevant to the financial statements are those that relate to the reporting framework Financial Reporting Standard 102 and the relevant tax compliance regulations in the jurisdictions in which the Company operates. We evaluated the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

∙In addition, there are other significant laws and regulations which may have an effect on the determination of the amounts and disclosures in the financial statements being those laws and regulations relating to occupational health and safety, data protection regulation, fraud, bribery and corruption. For these laws and regulations, the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through fines or litigation being imposed. As required by the auditing standards, auditing procedures in respect of non-compliance with these identified laws and regulations are limited to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any.

∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by meeting with a number of individuals, including with individuals outside of the finance function, and conducted interviews to understand where they considered there was susceptibility to fraud.

∙Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations and fraud risks identified in the paragraphs above. In addition to the audit procedures, we remained alert to any indications of non-compliance throughout the audit. The specific audit procedures performed included:

°Challenging assumptions and judgements made by management in its significant accounting estimates;

°Walkthrough tests on the key accounting systems and identification and understanding of the key controls;

°Conversations with management and key staff responsible for compliance and review of legal fees incurred by the company; and

°Identification of related parties including close family members and analytics on the company’s data to ensure that all related party transactions have been identified and are bona fide.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including

Page 5

TCS JOHN HUXLEY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TCS JOHN HUXLEY LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Storey (Senior Statutory Auditor)

for and on behalf of

Ecovis Wingrave Yeats LLP

7-12 Noel Street

London

W1F 8GQ

Date:30 May 2026

Page 6

TCS JOHN HUXLEY LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	-	112,006
Gross profit		-	112,006
Administrative expenses		(5,250)	(39,454)
Other operating income		-	1,642,280
Operating (loss)/profit		(5,250)	1,714,832
Interest payable and expenses		(13,115)	(120,650)
(Loss)/profit before tax		(18,365)	1,594,182
Tax on (loss)/profit	7	-	124,531
(Loss)/profit for the financial year		(18,365)	1,718,713

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 10 to 15 form part of these financial statements.

Page 7

TCS JOHN HUXLEY LIMITED

REGISTERED NUMBER: 03126419

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£


Current assets
Debtors: amounts falling due within one year	8	3,059,989		3,078,354
		3,059,989		3,078,354
Total assets less current liabilities			3,059,989		3,078,354

Net assets			3,059,989		3,078,354

Capital and reserves
Called up share capital	9	1,000	1,000
Profit and loss account		3,058,989	3,077,354
		3,059,989	3,078,354

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 May 2026.

T N Sjöberg

Director

The notes on pages 10 to 15 form part of these financial statements.

Page 8

TCS JOHN HUXLEY LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	1,000	1,358,641	1,359,641
Comprehensive income for the year
Profit for the year	-	1,718,713	1,718,713

At 1 January 2025	1,000	3,077,354	3,078,354
Comprehensive income for the year
Loss for the year	-	(18,365)	(18,365)
At 31 December 2025	1,000	3,058,989	3,059,989

The notes on pages 10 to 15 form part of these financial statements.

Page 9

TCS JOHN HUXLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

TCS John Huxley Limited is a private Company, limited by shares, domiciled in England and Wales, registration number 03126419. The registered office is Festival Trade Park, Unit 6, Crown Road, Stoke on Trent, Staffordshire, United Kingdom, ST1 5NJ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Revenue

Revenue is in relation to rent receivable and is accounted for on an accruals basis.

2.3

Going concern

The parent company Victoria Holdings Limited has indicated that it is willing to provide ongoing support to the Company in order to meet its financial obligations as they fall due. The directors are therefore satisfied that the statutory financial statements can be prepared under the going concern basis.

2.4

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.5

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Page 10

TCS JOHN HUXLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Operating leases: the Company as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have had to make the following judgements:
Impairment of intercompany debtors
Management have concluded that the intercompany debtor balance within the financial statements is fully recoverable, however, the timing of the collection of the amount is uncertain.

Page 11

TCS JOHN HUXLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

The whole of the turnover in both the current and previous year is attributable to the principal activity of the Company.

All turnover arose within the United Kingdom.

Employees

The average monthly number of employees, excluding directors, during the year was 0 (2024 - 0).

Fees payable to the Company's auditors for the audit of the Company's financial statements

2,500

4,000

Fees payable to the Company's auditor and its associates in respect of:
	2025	2024
	£	£

	All other services	2,750	3,800
		2,750	3,800

Deferred tax
Origination and reversal of timing differences	-	(124,531)
Total deferred tax	-	(124,531)


	Taxation on profit/(loss) on ordinary activities	-	(124,531)

Page 12

TCS JOHN HUXLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.Taxation (continued)

(Loss)/profit on ordinary activities before tax

(18,365)

1,594,182

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(4,591)	398,546
Effects of:
Expenses not deductible for tax purposes	3,279	-
Group relief claimed	-	(238,608)
Fixed asset differences	-	(287,130)
Movement in deferred tax not recognised	1,312	-
Other adjustments	-	(246,648)
Capital gains	-	249,309
Total tax charge for the year	-	(124,531)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	3,059,989	3,078,354
	3,059,989	3,078,354

Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.

Page 13

TCS JOHN HUXLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,000 (2024 - 1,000) Ordinary shares of £1.00 each	1,000	1,000

The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights, they do not confer any rights of redemption.

Not later than 1 year	417,446	402,125
Later than 1 year and not later than 5 years	881,728	1,189,916
	1,299,174	1,592,041

During the prior year the Company completed a sale and lease back transaction and under this new lease the Company has certain commitments. These include paying rents, insuring the property, right of entry and termination rights. These costs are borne and recognised by the tenant, another wholly owned group company.
Under the new lease the Company had future minimum lease payments of the above, however these will be borne by the tenant.

11.	Related party transactions
	TCS John Huxley Limited has taken the exemption under FRS102, Section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions with other wholly owned subsidiaries.

Page 14

TCS JOHN HUXLEY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Ultimate parent undertaking and controlling party

The immediate parent Company is Victoria Holdings Limited, a Company incorporated in England and Wales.
The smallest group in whose consolidated financial statements the Company's financial statements are consolidated is Victoria Holdings Limited, a company incorporated in the United Kingdom. Its registered address is Festival Trade Park, Unit 6, Crown Road, Stoke on Trent, Staffordshire, United Kingdom, ST1 5NJ from which the consolidated results can be obtained.
The ultimate parent company is Belgravia Invest AB, a Company registered in Sweden and controlled by T N Sjöberg and M B Knutsson. Belgravia Invest AB is the largest group in which the results of the Company and Group are consolidated. Its registered address is Kungsportsavenyen 33, 411 36, Göteborg, Sweden from which the consolidated results can be obtained.

Page 15