Company No: 11392873 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	16.03.2026		30.06.2025
		£		£
Fixed assets
Intangible assets	3	42,155		54,855
Tangible assets	4	616,864		744,451
		659,019		799,306
Current assets
Stocks	5	788,817		964,425
Debtors	6	418,240		470,743
Cash at bank and in hand		156,838		1,495,359
		1,363,895		2,930,527
Creditors: amounts falling due within one year	7	( 395,472)		( 214,060)
Net current assets		968,423		2,716,467
Total assets less current liabilities		1,627,442		3,515,773
Provision for liabilities	8	( 490,258)		( 449,589)
Net assets		1,137,184		3,066,184
Capital and reserves
Called-up share capital	9	80,774		80,764
Share premium account		17,511,087		17,507,491
Profit and loss account		( 16,454,677 )		( 14,522,071 )
Total shareholders' funds		1,137,184		3,066,184

For the financial period ending 16 March 2026 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• 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; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of Tepeo Ltd (registered number: 11392873) were approved and authorised for issue by the Board of Directors on 23 September 2026. They were signed on its behalf by:

J H du Plessis Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Tepeo Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 630 Wharfedale Road, Winnersh, Wokingham, RG41 5TP, England, United Kingdom.

The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Subsequent to the balance sheet date, the Company became a wholly owned subsidiary of Tepeo Group Ltd as part of a wider group reconstruction undertaken by a new ownership. The directors have taken account of the Company's integration into the wider group, together with the resources and support available from the new ownership structure, when assessing the Company's ability to continue as a going concern.

Reporting period length

The financial statements represent the shortened accounting period of the Company, covering the period from 1 July 2025 to 16 March 2026.

Foreign currency

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Short term benefits
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.

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.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Computer software	5 years straight line
Trademarks, patents and licences	4 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Leasehold improvements	10 years straight line
Plant and machinery	4 years straight line
Fixtures and fittings	4 years straight line
Computer equipment	4 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Leases

The Company as lessee
Rentals payable under operating leases 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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.

Non-financial assets
At each reporting date, the Company reviews its tangible and intangible 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

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. 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.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents

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 creditors: amounts falling due within one year.

Government grants

Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the Company will comply with conditions attaching to them and the grants will be received.

A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2. Employees

	Period from 01.07.2025 to 16.03.2026		Year ended 30.06.2025
	Number		Number
Monthly average number of persons employed by the Company during the period, including directors	23		39

3. Intangible assets

	Computer software		Trademarks, patents and licences		Total
	£		£		£
Cost
At 01 July 2025	84,000		75,595		159,595
Additions	0		12,631		12,631
At 16 March 2026	84,000		88,226		172,226
Accumulated amortisation
At 01 July 2025	61,416		43,324		104,740
Charge for the financial period	11,200		14,131		25,331
At 16 March 2026	72,616		57,455		130,071
Net book value
At 16 March 2026	11,384		30,771		42,155
At 30 June 2025	22,584		32,271		54,855

4. Tangible assets

	Leasehold improve- ments		Plant and machinery		Fixtures and fittings		Computer equipment		Total
	£		£		£		£		£
Cost
At 01 July 2025	743,643		278,687		80,858		113,569		1,216,757
Additions	10,071		4,978		0		1,022		16,071
At 16 March 2026	753,714		283,665		80,858		114,591		1,232,828
Accumulated depreciation
At 01 July 2025	152,289		181,306		64,731		73,980		472,306
Charge for the financial period	55,471		54,826		13,008		20,353		143,658
At 16 March 2026	207,760		236,132		77,739		94,333		615,964
Net book value
At 16 March 2026	545,954		47,533		3,119		20,258		616,864
At 30 June 2025	591,354		97,381		16,127		39,589		744,451

5. Stocks

	16.03.2026		30.06.2025
	£		£
Stocks	788,817		964,425

6. Debtors

	16.03.2026		30.06.2025
	£		£
Trade debtors	47,108		54,556
Corporation tax	91,074		159,217
Other debtors	280,058		256,970
	418,240		470,743

7. Creditors: amounts falling due within one year

	16.03.2026		30.06.2025
	£		£
Trade creditors	125,197		13,047
Other taxation and social security	75,572		56,129
Other creditors	194,703		144,884
	395,472		214,060

8. Provision for liabilities

	16.03.2026		30.06.2025
	£		£
Warranty provision	65,293		36,963
Other provisions	424,965		412,626
	490,258		449,589

Warranties

The provision for product warranties relates to expected warranty claims on products sold.

Other

Included in provisions are amounts for property dilapidation provisions for unit leases which run to October 2033. The amount payable at the end of the lease will be subject to negotiations at that stage. The directors have estimated the provision based on current expectations at present value.

9. Called-up share capital

	16.03.2026		30.06.2025
	£		£
Allotted, called-up and fully-paid
1,963,447 Ordinary shares of 1p each shares of £ 0.01 each	19,634		19,634
1,333,331 Ordinary A shares of 1p each shares of £ 0.01 each	13,333		13,333
3,143,710 Ordinary A1 shares of 1p each shares of £ 0.01 each	31,437		31,437
1,636,989 Ordinary A2 shares of 1p each shares of £ 0.01 each (30.06.2025: 1,635,989 shares of £ 0.01 each)	16,370		16,360
	80,774		80,764

On 5 March 2026, all 1,120,701 outstanding options over Ordinary Shares in issue were surrendered.

10. Financial commitments

Commitments

	16.03.2026		30.06.2025
	£		£
Total future minimum lease payments under non-cancellable operating leases	1,883,667		1,945,668

11. Events after the end of the reporting period

On 17 March 2026, the acquisition of the entire issued share capital of the Company by Tepeo Group Ltd was completed pursuant to a Share Purchase Agreement. Following completion of the acquisition, the Company became a wholly owned subsidiary of Tepeo Group Ltd. The transaction also resulted in changes to the Company's ownership and structure.

12. Ultimate controlling party

At the balance sheet date the directors consider there to have been no ultimate controlling party. Following the 17 March 2026 acquisition, the directors consider Jan du Plessis to be the ultimate controlling party.