TPIO Ltd

	Page
Strategic Report	1—3
Directors' Report	4—5
Independent Auditor's Report	6—8
Profit and Loss Account	9
Statement of Comprehensive Income	10
Balance Sheet	11
Statement of Changes in Equity	12
Notes to the Financial Statements	13—23

The directors present their strategic report for the year ended 30 April 2026.

Principal Activity

TPIO Ltd is a regulated wealth management and financial intermediation business. The Company generates revenue from advisory and planning fees, commission income, agency and management earnings and related services. The business model is underpinned by recurring annual management fee income, long-term client relationships and the technical expertise of its directors and staff.

Review of the Business

For the year ended 30 April 2026, the Company generated turnover of £3.00m, compared with £3.00m in the previous year. Revenue remained broadly consistent year on year, reflecting the stability of recurring management fee income and continued advisory and planning fee activity.

Gross profit increased to £2.26m from £1.94m, with gross margin improving to approximately 75.4% from 64.5%. The improvement was driven principally by a reduction in cost of sales, including lower commissions payable and reduced recharge costs.

Administrative expenses reduced slightly to £2.35m from £2.41m. The Company continued to incur expenditure necessary to support its regulated activities, including people, compliance, technology, professional support and operational infrastructure. The Company recorded an operating loss of £0.05m, compared with an operating loss of £0.48m in 2025.

The directors remain focused on maintaining strong client outcomes, regulatory compliance, operational resilience and disciplined cost control, while continuing to support sustainable long-term growth as part of the board’s strategic growth plan.

Principal Risks and Uncertainties

Market and Economic Conditions

The Company’s revenues are derived primarily from wealth management and related services. Adverse movements in financial markets, economic uncertainty, changes in investor sentiment or reductions in funds under management could adversely impact fee income. The directors monitor market conditions and client activity closely and seek to mitigate risk through recurring income streams, diversification of revenue sources and maintaining strong client relationships.

Regulatory Environment

The Company operates in a highly regulated sector. Failure to comply with applicable regulatory obligations, or changes in regulatory requirements, could adversely affect the Company’s ability to trade, increase compliance costs or give rise to reputational risk. The directors continue to invest in compliance resources, governance processes and external professional advice where appropriate.

Operational and Systems Risk

The Company is dependent on reliable IT systems, secure data management and effective operational processes. System failure, cyber-attack, data loss or disruption to key service providers could affect client service, regulatory compliance and reputation. The Company manages these risks through ongoing investment in systems, data protection procedures, monitoring of service providers and appropriate internal controls.

Liquidity and Capital Management

The Company requires adequate liquidity and capital resources to meet day-to-day operational needs, investment plans and regulatory capital requirements. During the year, additional share capital of £0.19m was issued, strengthening the Company’s financial position. The directors monitor cash flow, working capital and capital adequacy regularly and take action where necessary to ensure the Company remains appropriately funded.

People and Key Personnel

The Company’s success depends on attracting, developing and retaining high-quality staff, particularly experienced client-facing personnel and individuals with specialist regulatory, technical and operational knowledge. The directors seek to manage this risk through competitive remuneration, training, career development and maintaining a positive working environment.

Concentration of Clients and Counterparties

A proportion of revenue may be generated from a limited number of client relationships, intermediaries or counterparties. The loss of a significant client relationship or change in third-party arrangements could affect income. The Company mitigates this risk by maintaining high service standards, developing long-term client relationships and broadening its client and referral base where appropriate.

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TPIO Ltd

Strategic Report (continued)

For The Year Ended 30 April 2026

Financial Key Performance Indicators

The directors monitor the performance of the Company using financial key performance indicators that provide an overview of revenue, profitability, efficiency and liquidity. The principal KPIs used during the year were as follows:

	2026	2025
Turnover	£3.0m	£3.0m
Gross margin	75.4%	64.5%
Operating margin	(1.6%)	(15.9%)
Net profit / (loss) margin	1.5%	(13.3)%
Cash at bank and in hand	£0.35m	£0.40m
Net assets	£0.58m	£0.35m

Matters of Strategic Importance to the Business

Long-Term Consequences of Decisions

The directors consider the long-term sustainability of the Company when making strategic, operational and financial decisions. During the year, particular focus was placed on maintaining adequate liquidity, strengthening the capital base, meeting regulatory capital expectations under the Company’s ICARA framework, and continuing investment in systems, compliance infrastructure and people required for a regulated wealth management business.

Employees

The directors recognise that the Company’s employees are central to delivering high standards of client service and regulatory compliance. The Company seeks to provide a supportive working environment, appropriate training and development, and remuneration structures that help attract and retain skilled personnel.

Clients, Suppliers and Business Relationships

The Company’s business model depends on strong and trusted relationships with clients, suppliers, professional advisers, technology providers and counterparties. Clients remain central to the Company’s strategy, and the Board considers operational management information to support product clarity, fair value, service quality and client outcomes. The directors seek to maintain stakeholder relationships through high standards of service, clear communication, regulatory compliance and timely settlement of obligations.

Regulatory Environment and Business Conduct

The Company maintains an open and constructive relationship with the Financial Conduct Authority and views regulatory compliance as a core part of its operating model. The directors promote a culture of professionalism, integrity and accountability, and continue to prioritise governance, compliance monitoring, operational controls and conduct standards.

Community and Environment

The Company’s direct environmental impact is limited by the nature of its activities as a professional services business. The directors nevertheless seek to operate responsibly through efficient use of office resources, appropriate use of technology and consideration of the wider impact of business decisions on employees, clients and other stakeholders.

Members of the Company

The directors have considered the interests of the Company’s members in making decisions during the year, including decisions relating to capital structure, funding and the retention of profits to support the Company’s future activities. The issue of additional share capital during the year strengthened the Company’s financial position and supported the long-term interests of the Company and its members as a whole.

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TPIO Ltd

Strategic Report (continued)

For The Year Ended 30 April 2026

Section 172(1) Statement

The directors acknowledge their duty under section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the directors have regard, amongst other matters, to the likely consequences of decisions in the long term, the interests of employees, the need to foster business relationships with clients, suppliers and other stakeholders, the impact of the Company’s operations on the community and environment, the desirability of maintaining a reputation for high standards of business conduct, and the need to act fairly between members of the Company.

On behalf of the board

I Pigney

Director

21 August 2026

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TPIO Ltd

Company No. 11625638

Directors' Report For The Year Ended 30 April 2026

Directors' Report

The directors present their report and the financial statements for the year ended 30 April 2026.

Directors

The directors who held office during the year were as follows:

T M O'Connor
I Pigney
N Craven	Appointed	06/05/2026
S J Wilks	Appointed	06/05/2026

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). 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 profit or loss of the company for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, 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 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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TPIO Ltd

Directors' Report (continued)

For The Year Ended 30 April 2026

Independent Auditors

On 20th March 2026 Thompson Taraz Rand Audit & Assurance Limited resigned as statutory auditor and TC Group was appointed in their place. The directors confirm that no circumstances connected with the resignation were brought to the attention of members or creditors under section 519 of the Companies Act 2006.

The auditors, TC Group, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

I Pigney

Director

21 August 2026

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Independent Auditor's Report

to the Members of

TPIO Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of TPIO Ltd for the year ended 30 April 2026 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 30 April 2026 and of its profit/(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 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.

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 entity's ability to continue as a going concern for a period of at least 12 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.

Other Information

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. In connection with our audit of the financial statements, 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 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.

Opinions 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

TPIO Ltd

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 Strategic Report or 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 or 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.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4—5, 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.

Auditor's 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks applicable to the company and the industry in which it operates through our general commercial experience and discussions with management. We determined that the following laws and regulations were most significant: the Companies Act 2006, FRS 102 'the Financial Reporting Standards applicable in the UK and relevant UK tax legislation. In addition, we concluded that there are certain laws and regulations that may have an effect on the determination of the amounts and disclosures within the financial statements such as Financial Services and Markets Act 2000 (Regulated Activities) and UK MiFID Framework.

We made inquiries with management to understand whether there were any instances of non-compliance with laws-and regulations or whether they had any knowledge of actual, or suspected fraud. From the procedures performed we did not identify any matters relating to non-compliance with laws and regulation or matters in relation to fraud.

We evaluated directors and managements incentives and opportunities for fraudulent manipulation of the financial statements (including management override of controls) and determined the principal risks were related to the posting of manual journal entries, and revenue recognition.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards; For example, the further removed none compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standard would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing noncompliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

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

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Independent Auditor's Report (continued)

to the Members of

TPIO Ltd

Andrew Rand (Senior Statutory Auditor)

for and on behalf of TC Group , Statutory Auditor

21 August 2026

TC Group

Statutory Auditors

First Floor, Office 5-7, Portugal Place

Cambridge

Cambridgeshire

CB5 8BA

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TPIO Ltd

Profit and Loss Account

For The Year Ended 30 April 2026

Profit and Loss Account

		2026	2025
	Notes	£	£
TURNOVER		3,003,464	3,003,879
Cost of sales		(740,233 )	(1,065,738 )

GROSS PROFIT		2,263,231	1,938,141

Administrative expenses		(2,346,097 )	(2,414,793 )
Other operating income		35,000	-

OPERATING LOSS	4	(47,866 )	(476,652 )
Income from Shares in group undertakings		-	94,500
Other interest receivable and similar income	9	4,109	2,391
Interest payable and similar charges	10	(2,311 )	(3,522 )

LOSS BEFORE TAXATION		(46,068 )	(383,283 )
Tax on Loss	11	89,886	(16,628 )

PROFIT/(LOSS) AFTER TAXATION BEING PROFIT/(LOSS) FOR THE FINANCIAL YEAR		43,818	(399,911 )

The notes on pages 13 to 23 form part of these financial statements.

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TPIO Ltd

Statement of Comprehensive Income

For The Year Ended 30 April 2026

Statement of Comprehensive Income

	2026	2025
	£	£
PROFIT FOR THE FINANCIAL YEAR	43,818	(399,911 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR	43,818	(399,911)

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TPIO Ltd

Balance Sheet

As At 30 April 2026

Balance Sheet

Registered number: 11625638

		2026		2025
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	12		31,200		-
Tangible Assets	13		75,000		124,552
Investments	14		50		50

			106,250		124,602
CURRENT ASSETS
Debtors	15	710,116		583,141
Cash at bank and in hand		352,968		396,962

		1,063,084		980,103
Creditors: Amounts Falling Due Within One Year	16	(567,910 )		(727,467 )

NET CURRENT ASSETS (LIABILITIES)			495,174		252,636

TOTAL ASSETS LESS CURRENT LIABILITIES			601,424		377,238

Creditors: Amounts Falling Due After More Than One Year	17		(3,829 )		(26,589 )

PROVISIONS FOR LIABILITIES
Deferred Taxation	20		(17,556 )		(4,948 )

NET ASSETS			580,039		345,701

CAPITAL AND RESERVES
Called up share capital	22		790,521		600,001
Share premium account			14,999		14,999
Profit and Loss Account			(225,481 )		(269,299 )

SHAREHOLDERS' FUNDS			580,039		345,701

On behalf of the board

I Pigney

Director

21 August 2026

The notes on pages 13 to 23 form part of these financial statements.

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TPIO Ltd

Statement of Changes in Equity

For The Year Ended 30 April 2026

Statement of Changes in Equity

	Share Capital	Share Premium	Profit and Loss Account	Total
	£	£	£	£
As at 1 May 2024	100,000	-	130,612	230,612
Loss for the year and total comprehensive income	-	-	(399,911 )	(399,911)

Arising on shares issued during the period	500,001	14,999	-	515,000

As at 30 April 2025 and 1 May 2025	600,001	14,999	(269,299 )	345,701


Profit for the year and total comprehensive income	-	-	43,818	43,818

Arising on shares issued during the period	190,520	-	-	190,520

As at 30 April 2026	790,521	14,999	(225,481 )	580,039

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TPIO Ltd

Notes to the Financial Statements

For The Year Ended 30 April 2026

Notes to the Financial Statements

1. General Information

TPIO Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 11625638 . The registered office is Capital Place, Wickham Hall, Bishop's Stortford, CM23 1JG.

2. Statement of Compliance

The financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The company is a subsidiary undertaking whose results are included in the consolidated financial statements of its parent company.

3. Accounting Policies

3.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention.

3.2. Financial Reporting Standard 102 - Reduced Disclosure Exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

3.3. Going Concern Disclosure

The financial statements have been prepared on a going concern basis.

In assessing the Company's ability to continue as a going concern, the directors have considered the Company's current financial position, cash flow forecasts, regulatory capital requirements and expected trading performance for the period of at least twelve months from the date of approval of these financial statements. The directors have also considered the Company's available cash resources, forecast revenue streams and the continued support available from the wider group where appropriate.

Accordingly, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

3.4. Significant judgements and estimations

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements and key estimation uncertainties that have the most significant effect on the amounts recognised in the financial statements:

Selection of depreciation policies - Assessing the economic useful life as assets and residual values based on today's prices of the asset at the end of its useful economic life.

Valuation of intercompany balances - Assessing recoverability of balances due from group undertakings based on expected future cash flows.

Going concern - In assessing the appropriateness of preparing the financial statements on a going concern basis, the directors considered the Company's forecasts, working capital requirements, available finance facilities and support available from the wider group. Based on this assessment, the directors concluded that it remains appropriate to prepare the financial statements on a going concern basis.

Revenue recognition - The directors exercise judgment in determining the timing of recognition of advisory, planning and management fee income, particularly where services are provided over a period of time or where income has been earned but not invoiced at the reporting date. Judgment is required in assessing when the Company's performance obligations have been satisfied and when the Company has an enforceable right to consideration.

Share-based payment and growth share issue - During the year the company issued G25 growth shares as part of an employee incentive arrangement. The accounting treatment requires management to determine whether the fair value of the equity instruments granted at the grant date exceeded the consideration paid by participants, resulting in a share-based payment charge under FRS 102 Section 26. Management has assessed the grant-date fair value of the G25 growth shares by reference to the specific rights attaching to those shares, including the absence of ordinary dividend and voting rights and the fact that the shares participate in value only above a defined hurdle.

...CONTINUED

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TPIO Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

3.4. Significant judgements and estimations - continued

The determination of fair value involves estimation uncertainty because it is sensitive to key assumptions including the maintainable valuation of the business, the valuation methodology adopted, assets under management, expected future profitability, regulatory status, market multiples for comparable wealth management businesses, and the probability and timing of an exit event exceeding the hurdle. A change in these assumptions could affect whether a share-based payment expense is recognised and the amount of any related charge. However, based on the evidence available at the date of approval of these financial statements, including management’s third-party contemporaneous valuation and the contractual rights attaching to the G25 shares, the directors consider the carrying treatment adopted to be appropriate.

3.5. Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue comprises fees, commissions, and other income arising from the provision of wealth management and related services, stated net of value added tax where applicable. Revenue is recognised to the extent that it is probable that economic benefits will flow to the Company and the amount can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable and is recognised as follows:

Advisory and planning fees - recognised when the related service has been performed in accordance with the terms of the client engagement. Where services are provided over a period of time, revenue is recognised on a straight-line basis over the term of the engagement unless another method better reflects the stage of completion.

Annual management fees - calculated as a percentage of funds under management and recognised on an accruals basis as the service is provided. Fees are typically charged monthly.

Commissions and transaction fees - recognised on the date the underlying transaction is completed and the income becomes due in accordance with contractual terms.

Other service income - recognised in the period in which the related service is provided.

Where amounts are received in advance of the provision of services, the income is deferred and recognised as a liability until the service has been delivered. Where income has been earned but not yet invoiced, it is recognised as accrued income.

3.6. Intangible Fixed Assets and Amortisation - Other Intangible

Other intangible assets, comprising of capitalised development costs of the Company's software platform, are stated at cost, being the directly attributable costs incurred in developing the platform for internal use, less accumulated amortisation and any accumulated impairment losses. It is amortised to the profit and loss account over its estimated economic life.

3.7. Tangible Fixed Assets and Depreciation

Tangible fixed assets under the cost method are stated under historical cost less accumulated depreciation and any accumulated losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following bases:

Fixtures & Fittings	33%
Computer Equipment	33%

The assets residual values, useful lives and depreciation methods are reviewed and adjusted prospectively if appropriate, or if there is an indication of significant change since the last reporting date.

Gains and losses on disposals are are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

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TPIO Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

3.8. Investments

Investment in subsidiaries and associates are held at cost less impairment.

Investments in unlisted Company shares, whose market value can be reliably determined are remeasured to market value at each reporting date. Gains and losses on remeasure are recognised in the profit and loss account. Where market value can not be reliably measured such investments are recognised at historic cost less impairment.

3.9. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

3.10. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

3.11. Financial Instruments

Categories of Financial Assets and Financial Liabilities:

The carrying amounts of the Company’s financial assets and liabilities are as follows:

Financial assets measured at amortised cost - trade debtors, other debtors, amounts owed by group undertakings, cash and cash equivalents.

Financial liabilities measured at amortised cost - trade creditors, other creditors, amounts owed to directors, amounts owed to group undertakings, bank loans, other loans, and hire purchase obligations.

Financial Risk Management:

The Company’s activities expose it to a variety of financial risks, including credit risk, liquidity risk and interest rate risk.

Credit risk - The Company’s credit risk is primarily attributable to trade and other receivables. The Company’s maximum exposure to credit risk is represented by the carrying value of these assets in the balance sheet. Credit risk is managed through ongoing monitoring of balances and the creditworthiness of counter parties.

Liquidity risk - The Company manages liquidity by maintaining adequate cash reserves, banking facilities, and continuously monitoring forecast and actual cash flows.

Interest rate risk- The Company has minimal exposure to interest rate risk as borrowings are primarily at fixed rates under hire purchase agreements and short-term facilities.

3.12. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

...CONTINUED

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TPIO Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

3.12. Taxation - continued

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

3.13. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

3.14. Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved when approved by shareholders at annual general meeting.

4. Operating Loss

The operating loss is stated after charging:

	2026	2025
	£	£
Bad debts	-	56
Operating lease rentals	105,339	107,809
Depreciation of tangible fixed assets	53,913	35,122

5. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the year was as follows:

	2026	2025
	£	£
Audit Services
Audit of the company's financial statements	14,250	13,500


Other Services
Taxation compliance service	-	600
Other non-audit services	-	2,400

	-	3,000

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2026	2025
	£	£
Wages and salaries	1,051,600	981,902
Social security costs	133,394	111,102
Other pension costs	38,679	29,088

	1,223,673	1,122,092

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TPIO Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

7. Average Number of Employees

Average number of employees, including directors, during the year was as follows:

	2026	2025
Client facing	7	6
Non-client facing	5	5

	12	11

8. Directors' remuneration

	2026	2025
	£	£
Emoluments	389,661	376,877
Company contributions to money purchase pension schemes	6,250	3,521

	395,911	380,398

The number of directors to whom retirement benefits were accruing was as follows:

	2026		2025
Money purchase pension schemes	1		2

Information regarding the highest paid director was as follows:

	2026	2025
	£	£
Emoluments	296,402	270,000

9. Interest Receivable and Similar Income

	2026	2025
	£	£
Bank interest receivable	2,930	2,391
Dividends from shares in associates	-	94,500
Other interest receivable	1,179	-

	4,109	96,891

10. Interest Payable and Similar Charges

	2026	2025
	£	£
Bank loans and overdrafts	2,311	3,522

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TPIO Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

11. Tax on Profit

The tax (credit)/charge on the loss for the year was as follows:

	Tax Rate		2026	2025
	2026	2025	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	(6,570 )	16,628
Prior period adjustment			(95,924 )	-

			(102,494 )	16,628
Deferred Tax
Deferred taxation			12,608	-


Total tax charge for the period			(89,886 )	16,628

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:

	2026	2025
	£	£
Profit before tax	(46,068)	(383,283)

Tax on profit at 25% (UK standard rate)	(11,517 )	(95,821 )
Expenses not deductible for tax purposes	10,211	49,741
Tax losses utilised	-	(673 )
Capital allowances	-	(25,661 )
Short term timing differences	(17,451 )	17,451
Prior period adjustment	(95,924 )	-
Difference in tax rates	(563 )	-
Deferred tax from unrecognised timing difference from a prior period	25,358	-
Tax losses unutilised carried forward	-	96,039
Dividends from companies	-	(23,625 )
Current tax from unrecognised timing difference from a prior period	-	(823 )

Total tax charge for the period	(89,886)	16,628

The prior period tax adjustment relates to a Corporation Tax repayment arising from the carry-back of trading losses incurred in the year ended 30 April 2025 against taxable profits of an earlier accounting period.

12. Intangible Assets

	Other
	£
Cost
As at 1 May 2025	-
Additions	31,200

As at 30 April 2026	31,200

Net Book Value
As at 30 April 2026	31,200

As at 1 May 2025	-

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TPIO Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

13. Tangible Assets

	Fixtures & Fittings	Computer Equipment	Total
	£	£	£
Cost
As at 1 May 2025	164,748	16,513	181,261
Additions	3,101	1,260	4,361

As at 30 April 2026	167,849	17,773	185,622

Depreciation
As at 1 May 2025	44,806	11,903	56,709
Provided during the period	51,639	2,274	53,913

As at 30 April 2026	96,445	14,177	110,622

Net Book Value
As at 30 April 2026	71,404	3,596	75,000

As at 1 May 2025	119,942	4,610	124,552

14. Investments

	Subsidiaries	Associates	Total
	£	£	£
Cost or Valuation
As at 1 May 2025	100	50	150
Disposals	(100 )	-	(100 )

As at 30 April 2026	-	50	50

Provision
As at 1 May 2025	100	-	100
Disposals	(100 )	-	(100 )

As at 30 April 2026	-	-	-

Net Book Value
As at 30 April 2026	-	50	50

As at 1 May 2025	-	50	50

Associates

Details of the company's associates as at 30 April 2026 are as follows:

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Stonecross Investment Office Ltd	Church Farm Maris Lane, Trumpington, Cambridge, CB2 9LG	Ordinary	50.00%	-

	31/03/25	31/03/24
	£	£
Aggregate capital and reserves	48,512	61,385
Profit for the year	198,127	296,923

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TPIO Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

15. Debtors

	2026	2025
	£	£
Due within one year
Trade debtors	239,193	253,457
Prepayments and accrued income	70,967	17,828
Other debtors	39,000	-
Corporation tax recoverable assets	17,920	-
VAT	31,487	15,004
Directors' loan accounts	53,096	51,413
Called up share capital not paid	520	-
Amounts owed by group undertakings	257,933	245,439

	710,116	583,141

16. Creditors: Amounts Falling Due Within One Year

	2026	2025
	£	£
Net obligations under finance lease and hire purchase contracts	26,567	29,734
Trade creditors	58,552	56,912
Other loans	11,445	73,895
Corporation tax	11,449	17,451
Other taxes and social security	67,002	66,415
Other creditors	60,756	59,142
Accruals and deferred income	292,557	359,335
Directors' loan accounts	39,582	64,583

	567,910	727,467

17. Creditors: Amounts Falling Due After More Than One Year

	2026	2025
	£	£
Net obligations under finance lease and hire purchase contracts	3,829	26,589

Of the creditors the following amounts are secured:

	2026		2025
	£		£
Net obligations under finance lease and hire purchase contracts	30,396		56,323

Liabilities acquired by way of hire purchase agreements are secured against the asset to which they relate.

18. Loans

An analysis of the maturity of loans is given below:

	2026	2025
	£	£
Amounts falling due within one year or on demand:
Other loans	11,445	73,895

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TPIO Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

19. Obligations Under Finance Leases and Hire Purchase

	2026	2025
	£	£
The future minimum finance lease payments are as follows:
Not later than one year	26,567	29,734
Later than one year and not later than five years	3,829	26,589

	30,396	56,323

	30,396	56,323

20. Deferred Taxation

The provision for deferred tax is made up as follows:

	2026	2025
	£	£
Accelerated capital allowances	18,480	4,948
Other timing differences	(924)	-

	17,556	4,948

21. Provisions for Liabilities


	Deferred Tax	Total
	£	£
As at 1 May 2025	4,948	4,948
Deferred taxation	12,608	12,608

Balance at 30 April 2026	17,556	17,556

22. Share Capital

	2026	2025
Allotted, called up and fully paid	£	£
790,000 Ordinary A shares of £ 1.00 each	790,000	550,000
0 Ordinary B shares of £ 1.00 each	-	50,000
1 Ordinary AA shares of £ 1.00 each	1	1

	790,001	600,001

	2026	2025
Allotted, called up but not fully paid	£	£
520 Ordinary G25 shares of £ 1.00 each	520	-


Shares issued during the period:	£
190,000 Ordinary A shares of £ 1.00 each	190,000
520 Ordinary G25 shares of £ 1.00 each	520

	190,520

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TPIO Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

Share capital transactions

During the year, the following transactions took place in the company’s share capital:

1) On 27 August 2025, 190,000 A Ordinary shares of £1 each were issued for cash.

2) 50,000 B Ordinary shares of £1 each were redesignated as A Ordinary shares of £1 each.

3) On 27 February 2026, 520 G25 shares of £1 each were issued and are unpaid at year end.

Rights attaching to shares

The Ordinary A shares carry full voting, dividend and distribution rights.

The Ordinary AA shares are non-voting, carry a preferential cumulative dividend to the A shares and preferential capital distribution rights to the A and Ordinary G25 shares.

The Ordinary G25 shares, are non-voting and have no dividend rights but are entitled to a return on capital in accordance with Article 14 of the Articles of Association.

23. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2026	2025
	£	£
Not later than one year	105,067	102,675
Later than one year and not later than five years	411,252	67,855
Later than five years	270,400	-

	786,719	170,530

24. Pension Commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £38,679 (2025: £29,088).

At the balance sheet date contributions of £9,183 (2025: £4,699) were due to the fund and are included in creditors.

25. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 1 May 2025	Amounts advanced	Amounts repaid	Amounts written off	As at 30 April 2026
	£	£	£	£	£
Mr Tim O'Connor	51,413	1,683	-	-	53,096

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TPIO Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2026

26. Related Party Disclosures

During the year under review advances totalling £504 (2025: £50,307) were paid to a director. Beneficial loan interest amounting to £1,179 (2025: £1,106) was charged on this balance. The total amount outstanding at the balance sheet date amounted to £53,096 (2025: £51,413) and is repayable on demand.

During the year under review a director loaned the business £nil (2025: £75,000). The amount due at the balance sheet date is £39,582 (2025: £64,583) and is disclosed within other creditors due in less than one year. Interest of £2,311 (2025: £1,042) has been paid on this loan.

Included in amounts due from group undertakings within debtors is a balance of £257,933 (2025: £246,952) due from the company's parent company.

The company was charged management fees of £53,800 (2025: £134,000) by an entity under the control of a director of TPIO Ltd. The amount outstanding at the balance sheet date is £nil (2025: £nil).

The company charged management fees of £35,000 (2025: £nil) to an entity under the control of a director of TPIO Ltd. The amount outstanding at the balance sheet date is £nil (2025: £nil).

The company received dividend income of £nil (2025: £94,500) from a company in which a 50% interest was held. This entity also charged the company £108,827 (2025: £276,327) in respect of commission on annual management charges. The amount outstanding at the balance sheet date was £6,810 (2025: £nil).

27. Controlling Parties

The company's immediate parent undertaking is Stratex (Holdings) Limited .

The ultimate parent undertaking is Stratex (Holdings) Limited (incorporated in England & Wales). Its registered office is Capital Place, Wicken Hall, Bishop's Stortford, CM23 1JG .

Copies of the group accounts may be obtained from the company's registered office.

The company's ultimate controlling party is Tim Michael O'Connor by virtue of their interest in the share capital of the parent company.

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