The Company was incorporated in the United Kingdom on 6 November 2019.

The directors have not declared a dividend in respect of the year ended 31 December 2025 (2024: dividend of $5,401,608).

The directors identified that the Company had previously prepared its financial statements in accordance with section 444 of the Companies Act 2006, relating to the filing obligations of companies subject to the small companies regime. However, the Company was not eligible to apply the small companies regime because it was a member of an ineligible group as defined in section 384 of the Companies Act 2006. In addition, the Company was not entitled to claim audit exemption under section 477 of the Companies Act 2006 in either the current or prior financial years. As a result, the financial statements for those years were incorrectly not subject to statutory audit when an audit should have been obtained.

The directors have chosen to correct this prior year error by way of a prior year restatement, rather than by refiling the prior year's financial statements, in accordance with section 454 of the Companies Act 2006. Accordingly, these financial statements include comparative information for all disclosures required of a company that is not eligible to prepare financial statements under the small companies regime. The directors have elected not to subject the restated prior year comparative figures to audit.

Accordingly, the financial statements for the year ended 31 December 2025 have been prepared on the basis that the Company is not eligible to apply the small companies regime, and they have been subject to statutory audit. In carrying out the audit of the financial statements for the year ended 31 December 2025, the auditors performed such procedures on the opening balances and comparative information as they considered necessary in accordance with applicable auditing standards. The prior year comparatives are unaudited.

The Company is entitled to the exemption from preparing a Strategic Report for the year under section 414B of the Companies Act 2006 and has therefore not prepared a Strategic Report.

Although the Company is in scope for this reporting, due to the sub-group satisfying the defined thresholds, as it is a holding company it is classified as a low energy user and so is considered to be exempt from the requirement.

The directors are responsible for preparing the Annual Report and the audited financial statements in accordance with applicable law and regulation. Companies Act 2006 requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”), and applicable law.

Under the Companies Act 2006, 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 profit or loss of the company for that period. In preparing those financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable and prudent;

state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors confirm they have complied with all the above requirements in preparing the financial statements, unless otherwise stated.

The directors are responsible for keeping proper accounting records which 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, error and non-compliance with law and regulations.

The directors of the Company who served during the year ended 31 December 2025 and up until the date the financial statements are signed are detailed as follows:

Joanna Beauchamp

(resigned 20 May 2026)

Melanie Herbert

Thomas McGinness

Martin Fotheringham

As required by the Companies Act 2006, none of the directors who held office at the end of the financial year had any interest in the shares of the Company (2024 (unaudited): £nil).

Each person who is a director at the date of approval of this report confirms that:

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

the director has taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

The directors confirm that there was no qualifying third party indemnity in force during the year or at the date of approval of the financial statements.

The auditor, Azets Audit Services, has been appointed as the Company's new auditors with effect from 31 December 2025. A resolution concerning their re-appointment will be proposed at the next Annual General Meeting.

The Scalpel

18th Floor

52 Lime Street

London

United Kingdom

EC3M 7AF

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.

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 Auditor's 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 UK, including the FRC'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.

We draw attention to Note 3(c) to the financial statements, which explains that the Company was not eligible to apply the small companies regime under the Companies Act 2006. The Company was also not entitled to claim audit exemption and therefore should have been subject to statutory audit in prior years.

As a consequence, financial statements filed in the prior year and previous years were incorrectly prepared and filed under the small companies regime and were not audited when an audit was required. This resulted in non-compliance with the Companies Act 2006.

Our opinion is not modified in respect of this matter.

The corresponding figures for the year ended 31 December 2024, presented as comparative information in the financial statements, were not audited. Accordingly, we do not express an opinion or any form of assurance conclusion on the corresponding figures.

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.

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

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.

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 take advantage of the exemption from preparing a strategic report.

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.

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 auditor's 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.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;  

Reviewing minutes of meetings of those charged with governance;

Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;  

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.   

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including 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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 auditor's 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.

Turnover

General and administration costs

Other losses

Interest income

Interest expense

Taxation

The notes on pages 9 to 16 are an integral part of these financial statements.

All amounts relate to continuing operations and there are no gains / losses other than those reflected above.

The Company has not presented a separate statement of comprehensive income as there is no difference between loss for the year and total comprehensive loss for 2025 and 2024.

Investments

Debtors - loan receivable

Debtors

Cash at bank and in hand

Creditors

Creditors

Equity share capital

Retained earnings

Capital reserve

The notes on pages 9 to 16 are an integral part of these financial statements.

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 financial statements on pages 6 to 16 were approved and authorised for issue on behalf of the board of directors on and signed on its behalf by:

Director

Balance at 1 January 2024 (unaudited)

Loss for the year

Total comprehensive loss for the year

Dividend paid

Capital contribution

Capital reduction

Balance at 31 December 2024 (unaudited)

The notes on pages 9 to 16 are an integral part of these financial statements.

JTC Group Holdings (UK) Limited (the "Company") is a private company limited by shares and is incorporated in the United Kingdom. The address of the office is The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF. The Principal activity of the Company is to act as an intermediary holding company.

The Company is part of the JTC Group (“JTC” or the "Group”), a leading global provider of fund, corporate and private wealth services to institutional and private clients. The immediate parent company is JTC Group Limited (“JTCG”).

The financial statements of the Company have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and also in accordance with the Companies Act 2006.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently to all years presented, unless otherwise stated.

These financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value.

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires the directors to exercise their judgement in the process of applying accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 4.

The Company is a wholly owned subsidiary of JTCG and of its ultimate parent, JTC PLC (now known as JTC Limited, see note 17). It is included in the consolidated financial statements of JTC PLC, for the year ended 31 December 2025, which are publicly available. The Company is exempt by virtue of section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements. The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is JTC PLC. The address of the parent's registered office is 28 Esplanade, St. Helier, Jersey JE2 3QA.

The Company is a qualifying entity for the purposes of FRS 102 and has applied the exemptions available under paragraph 1.12 of FRS 102 in the preparation of these financial statements. In particular, the Company has taken advantage of the exemptions from certain disclosure requirements in relation to key management personal, presentation of a cash flow statement, financial instruments, and related party transactions.

The directors identified that the Company had previously prepared its financial statements in accordance with section 444 of the Companies Act 2006, relating to the filing obligations of companies subject to the small companies regime. However, the Company was not eligible to apply the small companies regime because it was a member of an ineligible group as defined in section 384 of the Companies Act 2006. In addition, the Company was not entitled to claim audit exemption under section 477 of the Companies Act 2006 in either the current or prior financial years. As a result, the financial statements for those years were incorrectly not subject to statutory audit when an audit should have been obtained.

The directors have chosen to correct this prior year error by way of a prior year restatement, rather than by refiling the prior year's financial statements, in accordance with section 454 of the Companies Act 2006. Accordingly, these financial statements include comparative information for all disclosures required of a company that is not eligible to prepare financial statements under the small companies regime. The directors have elected not to subject the restated prior year comparative figures to audit.

Accordingly, the financial statements for the year ended 31 December 2025 have been prepared on the basis that the Company is not eligible to apply the small companies regime, and they have been subject to statutory audit. In carrying out the audit of the financial statements for the year ended 31 December 2025, the auditors performed such procedures on the opening balances and comparative information as they considered necessary in accordance with applicable auditing standards. The prior year comparatives are unaudited.

In assessing the going concern assumption, the directors have considered the macroeconomic environment and the Company's reported results. Following a review of the Company's financial performance and position, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from the date of approval of the financial statements, through support from JTCG, as confirmed by the letter of support covering that period.

The directors have also considered the impact of the acquisition of the previous ultimate controlling party JTC PLC (now known as JTC Limited) by Papilio Bidco Limited on the Company's ability to continue as a going concern (see note 17). The directors do not consider this acquisition to have an adverse impact on the Company's going concern assessment, and both the Company and the other entities within the JTC Group are expected to continue to operate in the ordinary course of business.

Accordingly, the directors have concluded that it is appropriate to adopt the going concern basis of accounting in preparing these financial statements.

The financial statements of the Company are presented in USD, which is also the functional currency of the Company.

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when the fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised within general and administration costs in the profit and loss account.

Revenue is measured as the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts and any sales-related taxes.

Referral fee income is recognised when the service has been provided, the amount can be reliably measured, and it is probable that the economic benefits will flow to the entity.

Investments are held at cost less accumulated impairment losses.

At each reporting date, the Company assesses whethere there is any indication that an investment is impaired; where such indication exists, the recoverable amount is estimated and any excess of carrying value over recoverable amount is recognised as an impairment loss in the income statement.

Cash and cash equivalents includes cash in hand and deposits held at call with banks.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The Company has chosen to adopt sections 11 and 12 of FRS 102 in respect of financial instruments.

A financial asset is any asset that is cash, a contractual right to receive another financial asset, or to exchange financial instruments with another entity under conditions that are potentially favourable or an equity instrument of another entity. Financial assets include cash and cash equivalents and loans due from related parties.

All financial assets are initially recognised at fair value plus transaction costs, if any. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. At the end of each reporting period the assets are assessed for objective evidence of impairment.

A provision for impairment is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The impairment loss is recognised in the profit and loss account.

If there is a decrease in the impairment loss arising from an event occurring after the impairment loss was recognised, the impairment is reversed but only to the extent that the reversal does not cause the carrying amount to exceed its original value. The impairment reversal is also recognised in the profit and loss account.

Financial assets are derecognised when the contractual rights to the cash flows from the asset expire or are settled or substantially all the risks and rewards of the ownership of the asset are transferred to another party.

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

The Company discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the Company's financial statements.

Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the year end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to tax authorities.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The directors have not identified any new areas as a result of the current macroeconomic conditions but continue to be vigilant in monitoring for any potential effects. The critical judgements and estimates used in the preparation of these financial statements have been disclosed below.

Investments are tested for impairment annually and the recoverable amount of each investment is determined based on the higher of value in use and fair value less cost of disposal calculations that use cash flow projections containing significant assumptions.

Projected cash flows are subject to rigorous review and challenge process, and are prepared through an assessment of historical revenues from existing clients, the pipeline of new projects, historical pricing, and the required resource base needed to service new and existing clients, coupled with their knowledge of wider industry trends and the economic environment. Year 1 cash flow projections are based on the latest approved budget and years 2 to 5 on detailed outlooks prepared by Management. The terminal growth rate considers the long-term average growth expectation for the jurisdiction and services provided. Discount rates are estimated using pre-tax rates that reflect current market assessments of the time value of money.

At 31 December 2025, the recoverable amount of each investment was found to be higher than its carrying amount.

An analysis of the Company's turnover by category is as follows:

Referral fee

On 20 November 2019, the Company entered into a Referral Agreement ("RA") with Global Tax Support B.V. ("GTS"), a Dutch private limited liability company whereby it would receive a fee for the referring clients to GTS. In March 2024, the RA was terminated following the sale of the Company's call option to purchase GTS (resulting in a gain of $116K in 2024 and residual income of $24k in 2025 (see note 7)).

This is stated after charging:

Foreign exchange (losses)/gains

Auditor remuneration

Loss on revaluation of contingent consideration

Gain on sale of call option

Interest on intercompany loan receivable

Interest on cash and cash equivalents

Unwinding of net present value discounts on contingent consideration

Interest on bank loan

Bank charges

UK Corporation tax at 25% (2024: 25%)

Current tax charge

Prior year adjustment

Loss on ordinary activities before tax

Effect of:

Expenses not deductible for tax purposes

Group relief not paid for

Prior year adjustment

perfORM Due Diligence Service Limited ("perfORM")

JTC USA Holdings, Inc ("JTCUSAH")

JTC Special Situations Holdings Limited (formerly FFP (Holdings) Limited) ("JTCSS")

The Company owns 100% of the share capital. The address of the registered office of perfORM is The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF.

The Company owns 100% of the share capital. The address of the registered office of JTCUSAH is 99 Almaden Boulevard, Suite 875, San Jose, California 95113, United States. Additions during the year relate to capital transferred from the Company to JTCUSAH in order to assist with the settlement of deferred consideration relating to a US acquisition.

The Company owns 100% of the share capital of JTCSS. The address of the registered office of JTCSS is 60 Nexus Way, 6th Floor, Camana Bay, PO Box 769, Grand Cayman, KY1-9006, Cayman Islands. Additions during the year relate to completion true up payments following the acquisition of JTCSS in the prior year.

Loan receivable - JTCUSAH

Loan receivable - JTCG

Intercompany loan interest receivable

Income tax debtor

On 12 November 2021, the Company received a capital contribution from JTCG and made an interest bearing loan of $100m to JTCUSAH as part of JTC PLC's acquisition of SALI Fund Management LLC and SALI GP Holdings LLC (together "SALI"), a US-based provider of fund services.

The loan receivable from JTCUSAH, is unsecured, repayable on 12 November 2031 and is interest bearing at a rate of 4.25% per annum (2024: 4.25%). During the year, the Company recognised $3.4m of interest on the intercompany loan receivable (2024: $4.3m).

In 2025, JTCUSAH settled $4.3m of outstanding loan interest, covering the period to 31 December 2025, and partial repayments of the loan principal amounting to $12.8m.

The loan receivable from JTCG, is unsecured, repayable on demand and is interest bearing at a rate of 5% per annum. During the year, the Company recognised $0.2m of interest on the intercompany loan receivable (2024: $0.13m). JTCG settled $0.13m of interest on the intercompany loan receivables (2024: $nil).

Contingent consideration

Accruals

Bank loan

Contingent consideration relates to the estimated earn-out due for the acquisition of perfORM, subject to achieving a predetermined EBITDA target.

On 27 March 2025, the cash element of the perfORM earn-out was settled in full ($3.8m/£3.0m). At 31 December 2025, there were 379,990 JTC PLC Ordinary shares that remained outstanding and subsequently vested on 2 January 2026 ($6.6m/£4.9m).

On 16 April 2025, the JTCSS earn-out was settled in full with cash ($32.0m) and the issuance of 701,991 JTC PLC Ordinary Shares ($8.0m).

On 29 October 2024, the Company utilised JTC's multicurrency revolving credit facility, drawing $46.3m to contribute towards the cash consideration for the JTCSS acquisition.

On 8 April 2025, an additional $32m was drawn down to contribute towards the payment of the JTCSS earn-out, along with a partial repayment of the loan principal ($10m) on 28 October 2025.

The interest rate applied to the facility is determined using SONIA plus a margin based on net leverage calculations. The margin increased from 1.65% to 1.90% from 3 October 2025.

The initial termination date of the facility is 4 December 2026. On 28 May 2025, the Group exercised the option to extend the termination date of the bank loan to 30 June 2027. There is an option for a further extension to 30 June 2028. On 3 September 2026, the bank loan was repaid in full.

The Company has the following financial instruments:

Intercompany loan interest receivable

Loans receivable from related undertakings

Accruals

Contingent consideration

Bank loan

Contingent consideration

1 ordinary shares of £1 each

1 ordinary shares of £1 each

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

The Company is a qualifying entity as defined by FRS 102. The Company has taken advantage of the exemption from the disclosure requirements of Section 33 Related Party Disclosures of FRS 102 in respect of related party transactions entered into between wholly owned members of the Group.

The immediate parent company is JTCG and the ultimate parent company as at 31 December 2025 was JTC PLC; both are incorporated in Jersey, Channel Islands. The ultimate parent undertaking and the smallest and largest group to consolidate financial statements at 31 December 2025 is JTC PLC.

On 20 August 2026, subsequent to the year end, JTC PLC was acquired by Papilio Bidco Limited and changed its name to JTC Limited. Following this acquisition, the ultimate controlling parties became funds advised by Permira Advisers LLP and the Canada Pension Plan Investment Board (acting through CPPIB PH4), with no other individual or limited partner holding a controlling interest.

The registered office of JTCG and JTC Limited is 28 Esplanade, St Helier, Jersey, JE2 3QA.

On 10 November 2025, a Recommended Offer by Papilio Bidco Limited, a company indirectly owned by funds advised by Permira Advisers LLP and the Canada Pension Plan Investment Board (acting through CPPIB PH4), for the entire issued and to be issued share capital of JTC PLC was announced (the “Acquisition”). The Acquisition was implemented by way of a Court-sanctioned scheme of arrangement under the Companies (Jersey) Law 1991 and became effective on 20 August 2026. JTC PLC was delisted from the London Stock Exchange and subsequently re-registered as a private company under the name JTC Limited on 21 August 2026. This event does not impact the assets or liabilities of the Company as of 31 December 2025, and accordingly no adjustments have been made in respect of this event in these financial statements.

In addition, as noted in note 12, the HSBC bank loan was repaid on 3 September 2026.

There are no other material subsequent events to disclose other than those already noted in the financial statements.