REGISTERED NUMBER: 15526916 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements for the Year Ended 31 March 2026

for

1NewCo Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

Director:

K T Mann

Registered office:

Acre Accountancy Limited

Foley Trading Estate

Hereford

HR1 2SF

Registered number:

15526916 (England and Wales)

Auditors:

Nuvo Audit Limited

First Floor, Sterling House,

Outrams Wharf

Little Eaton

Derbyshire

DE21 5EL

The director presents his strategic report of the company and the group for the year ended 31 March 2026.

Review of business

The group has continued to perform well across the portfolio with further diversification of operations during the period to help manage economic risk and over reliance on single business sectors.

Current defence contracts held within Level Peaks Associates, Sutton House, and Zero Alpha Solutions continue to perform well with ongoing and recurrent deliveries to core customers having a positive impact.

Frontier Facilities Management has grown rapidly, winning domestic contracts across the UK. This has provided the Group with diversification away from 'pure' defence markets.

Endeavour Tactical has continued to evolve retail sales alongside some very specific defence sales, and has developed and manufactured some novel and market leading technical products, enabling sales into wider European markets.

Ridgmont Global has been established to manage emerging opportunities in Middle Eastern markets through strategic partnerships

Principal risks and uncertainties

Post the delayed release of the Strategic Defence Review in late 2025, Industry awaited the Defence Investment Plan (DIP), that informs suppliers of MODs prioritised spending plans; how much, and on what the MOD is going to spend its budget. The DIP has been repeatedly delayed (it was originally expected in summer 2025) and was finally released on the 30 June 2026. This effectively paralysed UK MODs procurement activities and has had a devastating effect on many UK Defence SMEs. Group companies have survived through maintaining competitive advantage in niche areas and by focusing on exports.

UK Government spending has been under constant review for the duration of the period. MOD projects continue to suffer both administrative and financial delays. Procurement plans and priorities are poorly communicated and often untimely. This risk has been mostly mitigated by developing contracts with new suppliers and winning contracts with new customers. The group continues to track and manage MOD requirements as they are promulgated to industry.

The geopolitical landscape has proved challenging this past year. Unpredictable relationships between world leaders has caused significant volatility in both currency markets and in the cost of raw materials. This has had an adverse impact on the global markets, impacting foreign exchange rates, in particular the USD$ which continues to be volatile as the markets react to tariff announcements. The business has successfully mitigated this volatility in part by pro-active FOREX trading alongside adjusting its internal exchange rate risk on contracts. The risk of rising interest rates has subsided during this reporting period, however inflation remains above target. The group continues to monitor the impact of this on its overheads with sufficient cash reserves being maintained to ensure costs are serviced with no overdraft currently in place.

Increases in costs have been mostly absorbed and further mitigated by adjusting prices to customers. The group continues to monitor its core suppliers for competitiveness and manages costs appropriately, making savings where possible, ensuring value for money for the customer is maintained. As the group continues to grow in new markets, becoming more visible to a broader range-of customers on multiple platforms, there has been a heightened acknowledgement of cyber threats. Appropriate ISO accreditation and Cyber Essentials Plus form part of the groups response to these threats. All staff are required to undertake ongoing cyber and security awareness training alongside in-house cyber specialists within the group.

Key performance indicators

The Company uses a number of key financial performance indicators in assessing and driving performance. The key financial indicators used by the Company are as follows:

2026

2025

Turnover (£)

61,470,694

47,737,985

Gross profit (£)

14,121,241

10,980,880

GP (%)

22.97

23.00

Net profit before tax (£)

4,466,089

2,910,579

NP (%)

7.27

6.10

The Board are satisfied with the performance of the Company and have continued to invest in order to diversify and future-proof business entities.

On behalf of the board:

K T Mann - Director

30 October 2026

The director presents his report with the financial statements of the company and the group for the year ended 31 March 2026.

Principal activity

The principal activity of the group in the year under review was that of the supply of systems and provision of consultancy services within the military and defence industries.

Dividends

The total distribution of dividends for the year ended 31 March 2026 will be £ 350,000 .

Director

K T Mann held office during the whole of the period from 1 April 2025 to the date of this report.

Political donations and expenditure

No political donations were made in the year.

Statement of director's responsibilities

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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

The auditors, Nuvo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

K T Mann - Director

30 October 2026

Opinion

We have audited the financial statements of 1NewCo Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 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 31 March 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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.

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

We enquired with management about the legal framework that the group operates in. We also enquired about the risk of fraud and whether they were aware of any instances of fraud.

We communicated the outcome of this risk assessment with the audit team and planned our audit work accordingly. Our work in these areas is limited to analytical procedures and inspection of relevant documentation. Where a breach of operational regulations is not disclosed to us, or it is not evident from documentation that we receive during the audit, an audit will not detect that breach.

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.

Robin Graham Mason (FCCA) (Senior Statutory Auditor)

for and on behalf of Nuvo Audit Limited

First Floor, Sterling House,

Outrams Wharf

Little Eaton

Derbyshire

DE21 5EL

30 October 2026

TURNOVER

3

61,470,694

47,737,895

Cost of sales

(47,349,453

)

(36,757,015

)

GROSS PROFIT

14,121,241

10,980,880

Distribution costs

(2,699,860

)

(2,093,202

)

Administrative expenses

(7,047,571

)

(6,095,770

)

OPERATING PROFIT

5

4,373,810

2,791,908

Income from interest in associated undertakings

149,934

250,160

Interest receivable and similar income

83,772

44,625

4,607,516

3,086,693

Interest payable and similar expenses

6

(141,427

)

(176,114

)

PROFIT BEFORE TAXATION

4,466,089

2,910,579

Tax on profit

7

(1,299,076

)

(616,323

)

PROFIT FOR THE FINANCIAL YEAR

3,167,013

2,294,256

Profit attributable to:

Owners of the parent

2,272,913

1,615,497

Non-controlling interests

894,100

678,759

3,167,013

2,294,256

PROFIT FOR THE YEAR

3,167,013

2,294,256

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,167,013

2,294,256

Total comprehensive income attributable to:

Owners of the parent

2,272,913

1,615,497

Non-controlling interests

894,100

678,759

3,167,013

2,294,256

FIXED ASSETS

Intangible assets

10

3,733,065

4,199,698

Tangible assets

11

2,131,098

2,193,089

Investments

12

Interest in associate

910,097

830,988

Other investments

1,806,713

356,032

Investment property

13

-

102,863

8,580,973

7,682,670

CURRENT ASSETS

Stocks

14

1,295,012

1,829,378

Debtors

15

4,648,892

10,657,814

Cash at bank and in hand

8,321,840

10,421,785

14,265,744

22,908,977

CREDITORS

Amounts falling due within one year

16

(5,352,615

)

(15,674,719

)

NET CURRENT ASSETS

8,913,129

7,234,258

TOTAL ASSETS LESS CURRENT LIABILITIES

17,494,102

14,916,928

CREDITORS

Amounts falling due after more than one year

17

(604,947

)

(589,726

)

NET ASSETS

16,889,155

14,327,202

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Merger reserve

21

10,645,959

10,645,959

Retained earnings

21

3,038,410

1,115,497

SHAREHOLDERS' FUNDS

13,685,369

11,762,456

NON-CONTROLLING INTERESTS

3,203,786

2,564,746

TOTAL EQUITY

16,889,155

14,327,202

The financial statements were approved by the director and authorised for issue on 30 October 2026 and were signed by:

K T Mann - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

11,811,416

10,699,294

Investment property

13

-

-

11,811,416

10,699,294

CURRENT ASSETS

Cash at bank and in hand

911,132

1,179,079

CREDITORS

Amounts falling due within one year

16

(20,148

)

(12,125

)

NET CURRENT ASSETS

890,984

1,166,954

TOTAL ASSETS LESS CURRENT LIABILITIES

12,702,400

11,866,248

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Merger reserve

21

10,645,959

10,645,959

Retained earnings

21

2,055,441

1,219,289

SHAREHOLDERS' FUNDS

12,702,400

11,866,248

Company's profit for the financial year

1,186,152

1,719,289

The financial statements were approved by the director and authorised for issue on 30 October 2026 and were signed by:

K T Mann - Director

Called up

share

Retained

Merger

capital

earnings

reserve

£

£

£

Changes in equity

Increase in share capital

1,000

-

-

Dividends

-

(500,000

)

-

Total comprehensive income

-

1,615,497

10,645,959

1,000

1,115,497

10,645,959

Non-controlling interest arising on business combination

-

-

-

Balance at 31 March 2025

1,000

1,115,497

10,645,959

Changes in equity

Dividends

-

(350,000

)

-

Total comprehensive income

-

2,272,913

-

Balance at 31 March 2026

1,000

3,038,410

10,645,959

Non-controlling

Total

Total

interests

equity

£

£

£

Changes in equity

Increase in share capital

1,000

-

1,000

Dividends

(500,000

)

(125,000

)

(625,000

)

Total comprehensive income

12,261,456

678,759

12,940,215

11,762,456

553,759

12,316,215

Non-controlling interest arising on business combination

-

2,010,987

2,010,987

Balance at 31 March 2025

11,762,456

2,564,746

14,327,202

Changes in equity

Dividends

(350,000

)

(255,060

)

(605,060

)

Total comprehensive income

2,272,913

894,100

3,167,013

Balance at 31 March 2026

13,685,369

3,203,786

16,889,155

Called up

share

Retained

Merger

Total

capital

earnings

reserve

equity

£

£

£

£

Changes in equity

Increase in share capital

1,000

-

-

1,000

Dividends

-

(500,000

)

-

(500,000

)

Total comprehensive income

-

1,719,289

10,645,959

12,365,248

Balance at 31 March 2025

1,000

1,219,289

10,645,959

11,866,248

Changes in equity

Dividends

-

(350,000

)

-

(350,000

)

Total comprehensive income

-

1,186,152

-

1,186,152

Balance at 31 March 2026

1,000

2,055,441

10,645,959

12,702,400

Cash flows from operating activities

Cash generated from operations

1

5,179,410

2,980,615

Interest paid

(141,427

)

(176,114

)

Tax paid

(1,744,239

)

(708,078

)

Net cash from operating activities

3,293,744

2,096,423

Cash flows from investing activities

Purchase of intangible fixed assets

-

(53,235

)

Purchase of tangible fixed assets

(294,879

)

(410,582

)

Purchase of fixed asset investments

(1,513,181

)

(305,255

)

Sale of tangible fixed assets

65,101

205,241

Sale of fixed asset investments

-

350,000

Sale of investment property

-

397,039

On acquisition of subsidiary

-

6,029,348

Interest received

76,505

44,625

Dividends received

98,000

98,000

Net cash from investing activities

(1,568,454

)

6,355,181

Cash flows from financing activities

Loan repayments in year

(312,038

)

(184,110

)

New finance leases in year

115,808

99,000

Capital repayments in year

(48,850

)

(191,112

)

Amount introduced by directors

1,355

-

Share issue

-

1,000

Loan to subsidiary not consolidated

(6,047

)

-

Loans to Associates

(100,000

)

-

Equity dividends paid

(350,000

)

(500,000

)

Dividends paid to minority interests

(255,060

)

(125,000

)

Net cash from financing activities

(954,832

)

(900,222

)

Increase in cash and cash equivalents

770,458

7,551,382

Cash and cash equivalents at beginning of year

2

7,551,382

-

Cash and cash equivalents at end of year

2

8,321,840

7,551,382

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

28.2.24

Year Ended

to

31.3.26

31.3.25

£

£

Profit before taxation

4,466,089

2,910,579

Depreciation charges

787,681

755,422

Profit on disposal of fixed assets

(29,279

)

(198,110

)

Impairment of fixed asset investment

102,863

-

Finance costs

141,427

176,114

Finance income

(233,706

)

(294,785

)

5,235,075

3,349,220

Decrease/(increase) in stocks

534,366

(1,829,378

)

Decrease/(increase) in trade and other debtors

6,428,706

(10,633,566

)

(Decrease)/increase in trade and other creditors

(7,018,737

)

12,094,339

Cash generated from operations

5,179,410

2,980,615

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 31 March 2026

31.3.26

1.4.25

£

£

Cash and cash equivalents

8,321,840

10,421,785

Bank overdrafts

-

(2,870,403

)

8,321,840

7,551,382

Period ended 31 March 2025

31.3.25

28.2.24

£

£

Cash and cash equivalents

10,421,785

-

Bank overdrafts

(2,870,403

)

-

7,551,382

-