Directors' report

Independent auditor's report

Profit and loss account

Balance sheet

Statement of changes in equity

Notes to the Financial Statements

The directors of Hanway Advisory Limited (the "Company") present their annual report and audited financial statements for the year ended 31 December 2025.

The Company was incorporated in the United Kingdom on 31 January 2018.

The principal activity of the company is that of the provision of administration, company secretarial and advisory services.

The directors have not declared or paid dividends in respect of the year ended 31 December 2025 (2024 (unaudited): £nil).

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 the prior 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.

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. The Directors consider there to be no impact to the Going Concern assessment.

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

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.

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 accounting estimates that are reasonable and prudent;

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

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 the date of appointment for the year ended 31 December 2025. A resolution concerning their re-appointment will be proposed at the next Annual General Meeting.

The Company secretary who held office during the year ended 31 December 2025 and subsequently was JTC (Jersey) Limited and Adighibe Uloma.

The directors of the Company who served during the year ended 31 December 2025 and subsequently are as follows. All have been directors for the whole of the year:

Howard William John Cameron

Simon Gordon

Susan Fadil

Matthew Allen

Michelle O'Flaherty

The Scalpel

18th Floor

52 Lime Street

London

Will Cameron

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 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.

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.

As explained more fully in the statement of directors' responsibilities, 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.

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:

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.

Performing audit work over the timing and recognition of revenue and in particular whether it has been recorded in the correct accoutning period and wehtehr the revenue has occurred.

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.

1 April 2024 to
31 December 2024 (unaudited)

Turnover

Staff costs

General and administration costs

Interest payable and similar expense

─

Taxation

─

─

The notes on pages 11 to 18 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 the loss for the period and total comprehensive income.

Debtors

Cash at bank and in hand

Creditors: amounts falling due within one year

Equity share capital

Capital reserve

Retained earnings

The notes on pages 11 to 18 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 8 to 18 were approved by the board of directors on the 22 October 2026 and signed on its behalf by:

Will Cameron

Balance at 1 April 2024 (unaudited)

Profit for the period

Credit relating to equity settled share-based payments

Balance at 31 December 2024 (unaudited)

The notes on pages 11 to 18 are an integral part of these financial statements.

Hanway Advisory Limited is a private company limited by shares and incorporated in England and Wales. The registered office is The Scalpel, 18th Floor, 52 Lime Street, London, England, EC3M 7AF. The nature of the Company's operations and principal activities are as detailed in the Directors' Report.

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 (UK) Limited ("JTCUK").

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 consistently applied to both year ends, 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 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 personnel, share-based payment arrangements, 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 the prior 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, forecasts and expected liquidity, 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 its own cash-generating activities and if required, support from JTC Group Limited, as confirmed by a 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 14). 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.

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 other sales-related taxes.

Revenue is recognised in the profit and loss account when the Company has the right to receive payment for its services, on an accruals basis.

Where services are contracted on a fixed fee basis, accrued income represents the billable provision of services to clients which has not been invoiced at the reporting date. Accrued income is recorded based on agreed fees billed in arrears, less any specific provision against the value of accrued income where recovery will not be made in full.

Fees in advance and up-front fees in respect of services due under contract are time apportioned to the respective accounting year, and those billed but not yet earned are included in deferred income in the balance sheet.

JTC Group Limited ("JTCG") along with several other entities within the JTC Group provide central support services to operating entities across the JTC Group, including Finance, IT, Marketing, HR, Legal and Secretarial support. JTCG then identifies the group functions it provides to entities across the JTC Group and charges for those functions in accordance with allocation keys determined under the group transfer pricing policy. Such amounts are recognised as operating expenses in the financial statements of the Company, payable to JTCG.

Client relationships are managed locally, but the Company may outsource elements of client work to other entities in the JTC Group. The related outsourcing service delivery fees, accrued and charged by those entities, are recognised as operating expenses in the financial statements of the Company.

In implementing the JTC Group's strategy, the Company contracts with and provides services to third-party clients. The JTC Group's entrepreneur entity, JTCG, undertakes value-driving activities including culture and leadership and strategic direction to better enable the Company to provide such services.

In accordance with the group transfer pricing policy, JTCG receives a value-based fee, or makes a corresponding payment, to operating entities, including the Company, to ensure that they achieve an arm's length operating margin in respect of these services. Such amounts are recognised as expenditure or income depending on whether a payment is due to or from JTCG respectively.

The Company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined contribution pension plans.

Short term benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Defined contribution pension plans

Payments to defined contribution retirement benefit schemes are recognised as an expense when employees have rendered services entitling them to contributions.

Annual bonus plan

The Company operates an annual bonus plan for employees. An expense is recognised in the profit and loss account when the Company has a legal or constructive obligation to make payments under the plan as a result of past events and a reliable estimate of the obligation can be made.

JTC operates equity-settled share-based payment arrangements under which services are received from eligible employees of subsidiary entities as consideration for equity instruments. The Company has no obligation to settle these transactions. The total amount to be expensed for services received is determined by reference to the fair value at grant date of the share-based payment awards made, conditional upon satisfying specified vesting conditions related to service or performance.

The fair value determined at the grant date is expensed on a straight-line over the vesting period, based on an estimate of equity instruments that will eventually vest. At each balance sheet date, the estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions is revised. The impact of the revision of the original estimates, if any, is recognised in the profit and loss account such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

The current charge for UK corporation tax is based on the profit for the year as adjusted for tax purposes and charged at a rate of 25%.

Taxation expense for the year comprises current tax and deferred tax expense recognised in the reporting year. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In such cases tax is also recognised in other comprehensive income or directly in equity respectively.

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 period 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.

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. Basic financial assets include trade receivables, other receivables, accrued income, loan receivables and cash and cash equivalents.

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.

However, given the nature of the receivables and the short time length involved between their origination and settlement, their amortised cost is the same as their fair value at the date of origination. At the end of each reporting year 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.

A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset or to exchange financial instruments with another entity under conditions that are potentially unfavourable. Basic financial liabilities include trade and other creditors.

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. These and other payables are financial liabilities with fixed or determinable payment that are not quoted in an active market, and are recognised initially at fair value less transaction costs, if any. They are subsequently measured at amortised cost using the effective interest method. Given the nature of payables, however, and the short length of time between their origination and settlement, their amortised cost is the same as their fair value at the date of origination.


Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. These and other payables are financial liabilities with fixed or determinable payment that are not quoted in an active market, and are recognised initially at fair value less transaction costs, if any. They are subsequently measured at amortised cost using the effective interest method. Given the nature of payables, however, and the short length of time between their origination and settlement, their amortised cost is the same as their fair value at the date of origination.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. These and other payables are financial liabilities with fixed or determinable payment that are not quoted in an active market, and are recognised initially at fair value less transaction costs, if any. They are subsequently measured at amortised cost using the effective interest method. Given the nature of payables, however, and the short length of time between their origination and settlement, their amortised cost is the same as their fair value at the date of origination.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

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.

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 directors have concluded there are no critical judgements that they have made in the process of applying the Company's accounting policies, that have a significant effect on the amounts recognised in the financial statements.

The directors make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The directors have not identified any estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

An analysis of the Company's turnover by category:

Fees receivable

The total turnover of the company for the year / period represents fees received from its principal activities, wholly undertaken in the United Kingdom.

Salaries

Bonus

Social security costs

Share-based payments

Pension schemes

Other staff costs

During the year, all the employees of the Company left the business. Following their departure, no recharge is made from JTCUK.  The costs recognised in the current year relate to the first few months of the year, prior to the transfer. Accordingly, the average number of employees of the Company during the year was 0 (2024 (unaudited): 6).

The Directors are remunerated by JTCUK and no charge is made to the Company in respect of their services.

Included within general and administration costs:

Group Functions Fee Expense

Outsourcing Service Delivery Fee Expense

Strategic Management Fee Expense

Audit fees

Intercompany loan interest payable

Bank charges

Intercompany loan interest payable is shown within accruals for amount of £4,171, see note 10.

Current year / period tax charge

Adjustments in respect of previous years/periods

Profit on ordinary activities before tax

Loan interest non-deductible as not paid

Adjustments in respect of previous years / periods

Trade debtors

Prepayments

Accrued income

Loan receivable from JTC (UK) Limited

VAT recoverable

Corporation tax

The loan receivable is unsecured, repayable on demand and interest bearing at a rate of 5%.

Loan payable to JTC Group Limited

Accruals

Amounts owed to group undertakings

Corporation tax

Other taxes and social security costs

Deferred income

The loan payable  is unsecured, repayable on demand and interest bearing at a rate of 5%.

Amount relates to transfer pricing, the amount is unsecured, repayable on demand and interest free.

Authorised

Allotted, called up and fully paid ordinary shares

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 JTCUK, incorporated in the United Kingdom, and the ultimate parent company as at 31 December 2025 was JTC Limited (then known as JTC PLC) 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 Limited. The address of the ultimate parent's registered office is 28 Esplanade, St Helier, Jersey, JE2 3QA.

On 20 August 2026, subsequent to the year end, JTC PLC was acquired by Papilio Bidco Limited (see note 14). 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 individual or limited partner holding a controlling interest.

The address of the parent's registered office is The Scalpel, 18th Floor, 52 Lime Street, London, England, EC3M 7AF.

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. The Directors consider there to be no impact to the Going Concern assessment.

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