REGISTERED NUMBER: 11013618 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

FOR

RIMBAL HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

A I R MacNee

N Aspinall

P Pecar

A T Kirk

REGISTERED OFFICE:

Unit 8

8 Shepherd Market

London

W1J 7JY

REGISTERED NUMBER:

11013618 (England and Wales)

AUDITORS:

MHA

Statutory Auditor

Elfed House, Oak Tree Court

Cardiff Gate Business Park

CARDIFF

UNITED KINGDOM

CF23 8RS

The directors present their strategic report of the Company and the Group for the year ended 30 June 2026.

PRINCIPAL ACTIVITIES, REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS

The principal activity of the Rimbal group is to build and operate a platform for independent financial advice firms, and provide everything needed to start, run and grow a modern independent financial advice business - whether human-led or AI-driven. The go-to-market for Rimbal is through branded service propositions, where independent firms run on its infrastructure and leverage its technology and resources to enhance their local operations, grow and deliver better client outcomes.

The growth strategy of the group is to support platform firms to grow, and to attract new independent financial advice firms, advisers and clients to the platform. The mission of the group is to make personalised, independent financial advice universally accessible through human-led and responsible AI.

During the period, the business has continued to grow; with revenue reaching £60,066,065 from £33,966,563 in 2025 representing over 75% year-on-year revenue growth. The implementation of the business plan did result in further investment in technology and increased staffing costs to support business operations and growth. However, the business transitioned to profitability during the period achieving EBITDA of £2,029,686 for the year ending 30 June 2026.

At 30 June 2026, the Group had £5,506,426 in cash, and net current assets were £5,588,628 from net current assets of £4,008,979 at 30 June 2025. Net assets have increased to £7,542,396 compared to net assets of £4,853,845 at 30 June 2025.

Future developments

The board intends to continue to develop the intelligent infrastructure and AI solutions that power the platform, and to expand the advice propositions offered by the group from ValidPath to other propositions serving the independent financial advice sector.

PRINCIPAL RISKS AND UNCERTAINTIES

Like all businesses, the operations of the group are subject to a number of risks. These are regularly monitored and assessed by the board. Key items are summarised as:

General Economic Climate

The general economic climate is volatile and is affected by numerous factors which are beyond the control of the group and which may affect its operations, business and profitability.

Financial Markets

The income of the group is linked to the performance of financial markets which is beyond the control of the group and that can be impacted by global and macro- economic factors, which may be significant and unpredictable.

Regulatory Changes

The group has subsidiaries that are regulated by the Financial Conduct Authority (FCA) and Guernsey Financial Services Commission (GFSC). Changes in regulation that are beyond the control of the group may have an adverse material effect on the business.

Taxation

Changes in government or policy or their interpretation could affect tax classification or treatment within the group which may have a material impact.

Key Personnel

The future performance of the group will depend on its ability to retain the services and employment of key staff and to recruit, motivate and retain suitably skilled, qualified and experienced personnel. The loss of key personal may have an adverse material effect on the business and/or prospects of the group.

Technology Systems and Data

Risks associated with technology development, artificial intelligence and licencing and risks associated with the operation of technology systems and the processing of personal data could have an adverse material effect on the business, its operations and prospects of the group.

FOR AND ON BEHALF OF THE BOARD:

A I R MacNee - Director

22 October 2026

The directors present their report with the financial statements of the Company and the Group for the year ended 30 June 2026.

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2026.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2025 to the date of this report.

A I R MacNee

N Aspinall

P Pecar

A T Kirk

Other changes in directors holding office are as follows:

A B Meeks - resigned 31 December 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	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 and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

AUDITORS

MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

FOR AND ON BEHALF OF THE BOARD:

A I R MacNee - Director

22 October 2026

Opinion

We have audited the financial statements of RImbal Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the Group's and of the Parent Company affairs as at 30 June 2026 and of the Group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 group's and the parent 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

-	the parent company 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

- Enquiry of management, those charged with governance around actual and potential litigation and claims;

- Performing audit work over the risk of management 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 bias;

- Reviewing minutes of meetings of those charged with governance;

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

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in a Report of the Auditors 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.

Laura Farrow MSc BSc FCA (Senior Statutory Auditor)

for and on behalf of MHA

Statutory Auditor

CARDIFF

UNITED KINGDOM

23 October 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability

partnership in England and Wales (registered number OC455542)

TURNOVER

3

60,066,065

33,966,563

Cost of sales

51,925,979

29,414,245

GROSS PROFIT

8,140,086

4,552,318

Administrative expenses

7,263,249

5,961,095

OPERATING PROFIT/(LOSS)

5

876,837

(1,408,777

)

Associates

Profit/loss on disposal of

fixed asset investment

646,161

-

1,522,998

(1,408,777

)

Interest receivable and similar income

87,329

98,092

1,610,327

(1,310,685

)

Interest payable and similar expenses

7

153,308

182,223

PROFIT/(LOSS) BEFORE TAXATION

1,457,019

(1,492,908

)

Tax on profit/(loss)

8

(1,231,532

)

(56,688

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

2,688,551

(1,436,220

)

Profit/(loss) attributable to:

Owners of the parent

2,688,551

(1,436,220

)

PROFIT/(LOSS) FOR THE YEAR

2,688,551

(1,436,220

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,688,551

(1,436,220

)

Total comprehensive income attributable to:

Owners of the parent

2,688,551

(1,436,220

)

FIXED ASSETS

Intangible assets

10

2,094,270

1,543,109

Tangible assets

11

29,238

19,609

Investments

12

Interest in associate

-

2,700,000

Other investments

50,260

-

2,173,768

4,262,718

CURRENT ASSETS

Debtors

13

3,113,831

1,329,519

Cash at bank and in hand

5,506,426

5,072,802

8,620,257

6,402,321

CREDITORS

Amounts falling due within one year

14

3,031,629

2,393,342

NET CURRENT ASSETS

5,588,628

4,008,979

TOTAL ASSETS LESS CURRENT LIABILITIES

7,762,396

8,271,697

CREDITORS

Amounts falling due after more than one year

15

-

(3,192,852

)

PROVISIONS FOR LIABILITIES

19

(220,000

)

(225,000

)

NET ASSETS

7,542,396

4,853,845

CAPITAL AND RESERVES

Called up share capital

20

12,213

12,213

Share premium

21

9,912,161

9,912,161

Merger reserve

21

426,436

426,436

Retained earnings

21

(2,808,414

)

(5,496,965

)

SHAREHOLDERS' FUNDS

7,542,396

4,853,845

The financial statements were approved by the Board of Directors and authorised for issue on 22 October 2026 and were signed on its behalf by:

A I R MacNee - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

514

-

Investments

12

1,757,368

4,452,267

1,757,882

4,452,267

CURRENT ASSETS

Debtors

13

10,667,367

7,324,773

Cash at bank

1,275,103

1,334,379

11,942,470

8,659,152

CREDITORS

Amounts falling due within one year

14

3,342,855

877,852

NET CURRENT ASSETS

8,599,615

7,781,300

TOTAL ASSETS LESS CURRENT LIABILITIES

10,357,497

12,233,567

CREDITORS

Amounts falling due after more than one year

15

-

3,192,852

NET ASSETS

10,357,497

9,040,715

CAPITAL AND RESERVES

Called up share capital

20

12,213

12,213

Share premium

21

9,912,162

9,912,162

Retained earnings

21

433,122

(883,660

)

SHAREHOLDERS' FUNDS

10,357,497

9,040,715

Company's profit for the financial year

1,316,782

1,018,489

The financial statements were approved by the Board of Directors and authorised for issue on 22 October 2026 and were signed on its behalf by:

A I R MacNee - Director

Called up

share

Retained

Share

Merger

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 July 2024

11,407

(4,060,745

)

8,308,396

426,436

4,685,494

Changes in equity

Deficit for the year

-

(1,436,220

)

-

-

(1,436,220

)

Total comprehensive income

-

(1,436,220

)

-

-

(1,436,220

)

Issue of share capital

806

-

1,603,765

-

1,604,571

Balance at 30 June 2025

12,213

(5,496,965

)

9,912,161

426,436

4,853,845

Changes in equity

Profit for the year

-

2,688,551

-

-

2,688,551

Total comprehensive income

-

2,688,551

-

-

2,688,551

Balance at 30 June 2026

12,213

(2,808,414

)

9,912,161

426,436

7,542,396

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 July 2024

11,407

(1,902,149

)

8,308,397

6,417,655

Changes in equity

Issue of share capital

806

-

1,603,765

1,604,571

Total comprehensive income

-

1,018,489

-

1,018,489

Balance at 30 June 2025

12,213

(883,660

)

9,912,162

9,040,715

Changes in equity

Total comprehensive income

-

1,316,782

-

1,316,782

Balance at 30 June 2026

12,213

433,122

9,912,162

10,357,497

Cash flows from operating activities

Cash generated from operations

1

1,408,740

94,138

Interest paid

(153,308

)

(2,200

)

Tax paid

55,092

101,128

Net cash from operating activities

1,310,524

193,066

Cash flows from investing activities

Purchase of intangible fixed assets

(1,043,245

)

(631,506

)

Purchase of tangible fixed assets

(24,033

)

(14,508

)

Purchase of fixed asset investments

(50,260

)

(1,350,000

)

Sale of fixed asset investments

3,346,161

-

Interest received

87,329

98,092

Net cash from investing activities

2,315,952

(1,897,922

)

Cash flows from financing activities

New loans in year

-

1,350,000

Loan repayments in year

(3,192,852

)

-

Share issue

-

1,604,571

Net cash from financing activities

(3,192,852

)

2,954,571

Increase in cash and cash equivalents

433,624

1,249,715

Cash and cash equivalents at beginning of year

2

5,072,802

3,823,087

Cash and cash equivalents at end of year

2

5,506,426

5,072,802

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30.6.26

30.6.25

£

£

Profit/(loss) before taxation

1,457,019

(1,492,908

)

Depreciation charges

506,488

373,577

Profit on disposal of fixed assets

(646,161

)

-

Movement in provisions

(5,000

)

(25,000

)

Finance costs

153,308

182,223

Finance income

(87,329

)

(98,092

)

1,378,325

(1,060,200

)

Increase in trade and other debtors

(607,872

)

(138,123

)

Increase in trade and other creditors

638,287

1,292,461

Cash generated from operations

1,408,740

94,138

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2026

30.6.26

1.7.25

£

£

Cash and cash equivalents

5,506,426

5,072,802

Year ended 30 June 2025

30.6.25

1.7.24

£

£

Cash and cash equivalents

5,072,802

3,823,087

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.7.25

Cash flow

At 30.6.26

£

£

£

Net cash

Cash at bank and in hand

5,072,802

433,624

5,506,426

5,072,802

433,624

5,506,426

Debt

Debts falling due after 1 year

(3,192,852

)

3,192,852

-

(3,192,852

)

3,192,852

-

Total

1,879,950

3,626,476

5,506,426

1.	STATUTORY INFORMATION

RImbal Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

Amounts are rounded to the nearest pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

There have been no material departures from Financial Reporting Standard 102.

Going concern

In making their assessment of going concern, the directors have considered forecasts for the business and broad economic factors generally. At the time of approving the financial statements, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for a period of at least one year from the date of approval. Accordingly, these financial statements have been prepared on the going concern basis.

Basis of consolidation

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The Group uses the purchase method of accounting to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of the minority interest. The excess of the cost of acquisition over the fair value of the Group's share of identifiable assets is recorded as goodwill.

Transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed (where necessary) to ensure consistency with the policies adopted by the Group.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

Many of the amounts included in the financial statements involve the use of judgements and/or estimation. These judgements and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ from the amounts included in the financial statements. Information about such judgements and estimation is contained in the accounting policies and/or the notes to financial statements.

Turnover

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