REGISTERED NUMBER: 05098454 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31st December 2024

for

KROLL ISSUER SERVICES LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Statement of Directors' Responsibilities

5

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTORS:

S D Patel

J Pearce

Y Theis

REGISTERED OFFICE:

The News Building

London Bridge Street

London

SE1 9SG

REGISTERED NUMBER:

05098454 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

Office: Croydon - TC SWP

3rd Floor, Suffolk House

George Street

Croydon

CR0 0YN

The directors present their strategic report for the year ended 31st December 2024.

REVIEW OF BUSINESS

The company's principal activities during the year continued to be agency services for issuers of debt securities during restructurings and voluntary corporate actions such as tender offers, exchange offers and consent solicitations to amend the terms of their debt securities.

The company measures the performance of the business through turnover.

Key performance indicator

31.12.2024

31.12.2023

Change

£

£

%

Turnover

17,241,579

10,918,894

57.9%

The increase in turnover is market driven. Demand for the company's services continued to increase throughout 2024.

The company made a profit for the year of £5,835,055 (2023 - £1,891,316). Included within the profit for the year is a charge relating to equity awards (see note 19) of £699,308 (2023 - £3,030,582) which were awarded as a result of the company's acquisition by Kroll International (UK) Limited. The awards vest over a four-year period and are subject to continued employment and hence the expense is recorded in the Statement of Comprehensive Income of the company.

As a direct comparison of the results of the company for the period, excluding the equity award charge, the company reports the following:

31.12.2024

31.12.2023

(£

)

(£

)

Operating profit

7,780,379

3,988,464

Profit before tax

10,402,584

4,602,304

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the execution of the company's strategy are subject to a number of risks. The principal uncertainties facing the company are reviewed regularly by the Directors and actions put in place to mitigate identified risks. The company has exposure to the following key risks:

Credit risk

The company provides its clients with a clear overview of its fees before work starts on a project and it is not market practice to request clients to pay upfront for the work to be done. Working regularly with clients in financial distress increases the risk of unpaid invoices, but the firm has historically had very few non-paying clients. Selling know-how limits the impact of write offs because the company incurs little external cost in the provision of its services. As such, unpaid bills are not an immediate threat to the business.

Personnel risk / key person risk

As a service provider, the company is dependent on the performance and retention of its staff to ensure that it has the skill and adequate resources to undertake its business activities. The company currently retains the services of seventeen members of staff, whilst there is always a risk that a member of staff leaves, the company believes that this is mitigated by virtue of the fact that it offers an attractive remuneration scheme, a challenging work environment and development opportunities.

The nature of the business is such that every project is different with only limited routine. Whilst the impact of losing one of the directors would have a significant impact on the effectiveness of senior management, the company believes it has in place the necessary systems and controls which will allow the remaining staff members to run the business until a replacement has been found, if necessary.

Systems and controls risk

The company invested and continues to invest heavily in its IT infrastructure and has a developed disaster recovery procedure. All critical data is stored on various secure servers in different locations and can be accessed at any time by any of the members of staff remotely. The company has stringent control mechanisms in place to verify and reconcile any information it receives, processes and transmits to its clients. Any data delivered to its clients is controlled by at least two members of staff. The company is continuously monitoring and improving its systems and control procedures. A dedicated IT team is overseeing the company's IT requirements.

Compliance risk

Compliance risk is the risk that a breach of a regulation to which the company is subject could lead to action being taken against the Firm by a regulator. The ultimate outcome of a significant breach of an FCA rule could range from public censure, through to the restriction of the company's activities, to the closure of the company. Every project the company is involved with is handled by minimum two members of staff. Internal compliance rules are constantly monitored and revised as and when necessary. All of the company's employees have considerable experience in the debt capital markets.

Legal risk

Acting as intermediary between bond issuers and investors carries a risk of being drawn into a legal dispute between an unhappy investor and the company's client. The company does not provide financial advice to its clients or their investors and it is unlikely that it will be the target of any such litigation, but it may be drawn into a lawsuit and will have to defend itself which will require it to retain and pay lawyers. The company's engagement letter signed by its clients prior to launch of any transaction contains an on-demand indemnity clause covering the possibility.

Fraud risk

Some of the company's services involve client cash & assets pass through dedicated client accounts of the company for distribution to the clients' investors as part of a financial restructuring. Client money accounts are operated by BNP Paribas London Branch and client securities accounts are held with Banque Internationale a Luxembourg and Piraeus Bank in Athens. None of the company's clients are located in high-risk jurisdictions and all are subject to KYC and anti-money laundering assessment.

The company's employees have access to insider information insofar as the company is appointed by a client to assist during its financial restructuring before such is publicly announced. Consequently, the company has a strict trading policy covering employees' securities dealings.

Risks affecting assets held in client accounts

The company manages client accounts operated with BNP Paribas London Branch, Banque Internationale a Luxembourg and Piraeus Bank and reviews the relationships yearly or more often, if required, to minimise risks affecting the relevant client money/assets held in these accounts. The books detailing all movements on client accounts are kept up to date and positions are reconciled daily.

ON BEHALF OF THE BOARD:

Y Theis - Director

15th April 2025

The directors present their report with the financial statements of the company for the year ended 31st December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2024.

DIRECTORS

The Directors who served during the year and to the date of this report:

S D Patel

J Pearce

Y Theis

MATTERS COVERED IN THE STRATEGIC REPORT

The principal risks and uncertainties facing the company and key financial performance indicators have been considered in the Strategic Report.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Y Theis - Director

15th April 2025

The directors are responsible for preparing the 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). 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 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 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.

Opinion

We have audited the financial statements of Kroll Issuer Services Limited (the 'company') for the year ended 31st December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and 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 company's affairs as at 31st December 2024 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.

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 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 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 Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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.

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 obtained an understanding of the legal and regulatory framework applicable to the company and the sector in which it operates, through discussions with management and those charged with governance, and also from our detailed understanding of the sector. We identified the United Kingdom Generally Accepted Accounting Practice and the Companies Act 2006, Data Protection Act 2018, Bribery Act 2010, UK tax legislation and the various FCA regulations as being of significance in the context of the company and its ongoing activities.

-

We made enquiries with management and those charged with governance to confirm our understanding that the company continued to comply with the applicable legal and regulatory frameworks, and also to confirm our understanding of the specific policies and procedures enlisted by the company to ensure ongoing compliance.

-

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud may occur, and gained an understanding of the company's policies and procedures on fraud risks through discussion with the company's management.

-

We considered the risk of material misstatement due to fraud as a result of possible management override of controls, and improper revenue recognition. To address these risks we tested the appropriateness of journal entries posted, reviewed those judgements made in making accounting estimates, and tested the application of revenue recognition and the cut-off of revenue.

-

We communicated those laws and regulations considered relevant to the company, and potential fraud risks to all engagement team members, and consider that the engagement team had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations and remained alert to any indications of fraud throughout the audit.

Due to 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.

John Millidge (Senior Statutory Auditor)

For and on behalf of TC Group

Statutory Auditor

Office: Croydon - TC SWP

3rd Floor, Suffolk House

George Street

Croydon

CR0 0YN

15th April 2025

TURNOVER

4

17,241,579

10,918,894

Administrative expenses

(10,160,508

)

(9,961,012

)

OPERATING PROFIT

6

7,081,071

957,882

Interest receivable and similar income

2,622,205

613,840

PROFIT BEFORE TAXATION

9,703,276

1,571,722

Tax on profit

7

(3,868,221

)

319,594

PROFIT FOR THE FINANCIAL YEAR

5,835,055

1,891,316

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

5,835,055

1,891,316

FIXED ASSETS

Intangible assets

8

398,728

198,453

Tangible assets

9

-

-

398,728

198,453

CURRENT ASSETS

Debtors

10

36,968,952

24,376,637

Cash at bank

2,012,619

1,084,949

38,981,571

25,461,586

CREDITORS

Amounts falling due within one year

11

12,999,879

5,809,724

NET CURRENT ASSETS

25,981,692

19,651,862

TOTAL ASSETS LESS CURRENT LIABILITIES

26,380,420

19,850,315

PROVISIONS FOR LIABILITIES

13

1,291

5,549

NET ASSETS

26,379,129

19,844,766

CAPITAL AND RESERVES

Called up share capital

14

100

100

Share premium

15

12,735

12,735

ESOP reserve

15

20,933,720

20,234,412

Retained earnings

15

5,432,574

(402,481

)

SHAREHOLDERS' FUNDS

26,379,129

19,844,766

The financial statements were approved by the Board of Directors and authorised for issue on 15th April 2025 and were signed on its behalf by:

Y Theis - Director

Called up

share

Retained

Share

ESOP

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1st January 2023

100

(2,293,797

)

12,735

17,203,830

14,922,868

Changes in equity

Total comprehensive income

-

1,891,316

-

-

1,891,316

Issue of units to employees

-

-

-

3,030,582

3,030,582

Balance at 31st December 2023

100

(402,481

)

12,735

20,234,412

19,844,766

Changes in equity

Total comprehensive income

-

5,835,055

-

-

5,835,055

Issue of units to employees

-

-

-

699,308

699,308

Balance at 31st December 2024

100

5,432,574

12,735

20,933,720

26,379,129

Cash flows from operating activities

Cash generated from operations

19

12,329,273

3,550,754

Net cash from operating activities

12,329,273

3,550,754

Cash flows from investing activities

Acquisition of intangible fixed assets

(307,301

)

(171,252

)

Loan note issuance to group companies

(9,173,993

)

(3,163,101

)

Interest accrued on loan notes

(1,920,309

)

(591,461

)

Net cash from investing activities

(11,401,603

)

(3,925,814

)

Increase/(decrease) in cash and cash equivalents

927,670

(375,060

)

Cash and cash equivalents at beginning of year

20

1,084,949

1,460,009

Cash and cash equivalents at end of year

20

2,012,619

1,084,949

1.	STATUTORY INFORMATION

Kroll Issuer Services 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 Company Information page.

The principal activities of the company consist of providing bond issuers with agency services during consent solicitations, tender and exchange offers, complex schemes of arrangements and other financial restructurings.

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.

The financial statements of the company are drawn up for the period ended 31 December 2024. Except where otherwise indicated, all financial information is presented in GBP to the nearest whole number as that is the currency in which the majority of the company's transactions are denominated.

Going concern

The directors have prepared forecasts for the business and on the basis of the expected results and given the resources that the company has available to it, the directors believe the company is well placed to manage its business risks successfully.

Turnover

Turnover for the year is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised on an accruals basis.

Turnover includes reimbursable expenses, that relate to travel, other out-of-pocket expenses and any third-party costs that are included as a component of turnover. Expenses reimbursements that are billable to clients are included in total turnover and typically an equivalent amount of reimbursable expenses are included in total direct client service costs. Reimbursable expenses related to time and materials and fixed fees engagements are recognised as revenue in the period in which expense is incurred and collectability is reasonably assured.

Deferred revenue

Differences between the timing of billings and the recognition of revenue are recognised as either unbilled services or deferred revenue on the Statement of Financial Position. Revenue recognised for services performed but not yet billed to clients has been recorded as unbilled services and disclosed as amounts recoverable on contracts. Client prepayments and retainers are classified as deferred revenue and recognised as earned over the service period.

Interest receivable

Interest receivable and similar income is recognised within the Statement of Comprehensive Income using the effective interest method.

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Capitalised development expenditure is amortised on a straight-line basis over its useful life, which is 5 years. The directors consider this useful life to be appropriate being the estimated minimum period the products are expected to generate economic benefits.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment 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.

Fixed assets are stated at historical cost. Depreciation is provided on all tangible fixed assets at rates calculated to write each asset down to its estimated residual value evenly over its expected useful life.

Depreciation is provided on the following basis:

Office equipment

- 3 years straight line

Fixtures and fittings

- 7 years straight line

Gains and losses from disposals are determined by comparing the proceeds with the carrying amounts and are recognised in the Statement of Comprehensive Income.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method.

Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Financial Liabilities

Basic financial liabilities, including trade and other payables, are initially recognised at transaction price and subsequently measured at amortised cost using the effective interest method.

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

Amounts recoverable on contracts

Amounts recoverable on contracts relate to service contracts under which the work performed falls into different accounting periods. Amounts recoverable on contracts are stated at cost plus profit recognised to date (see revenue recognition policy above) less provision for foreseeable losses.

Cash and cash equivalents

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

Provisions

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

Employee benefits

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

Short term benefits

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

Defined contribution plans

The company operates a defined contribution pension scheme and the pension charge represents the amounts payable by the company to the fund in respect of the year. The assets of the scheme are held separately from those of the company. Annual contributions payable are charged to the profit and loss account in the period to which they relate.

Share based payments

Equity settled share-based awards are measured at fair value on the grant date. The fair value of equity awards determined at the grant date is expensed on a graded vesting basis over the vesting period, and a credit is recognised in equity - "ESOP reserve".

Forfeitures of equity awards are recognised in administrative expenses when they occur.

Graded vesting is used to front load the expense and represent the importance of the employee's work at the start of the vesting period as a retention measure for employees acquired in a business combination.

For share based awards, a weighting of the income and market approach is used in the calculation of the Delta Parent Holdings implied price per share as determined by a third-party valuation service.

Share based awards issued by Delta Parent Holdings, Inc are granted directly to the employees of the company. Share based awards other than acquisition related are granted directly to employees of the company are subject to a chargeback agreement with Delta Parent Holdings, Inc whereby the company is recharged for the difference between the fair value and the exercise price of the instrument upon settlement. All payments in connection with the chargeback agreement from the Company to Delta Parents Holdings, Inc. will be treated as a return of equity.

The company values the non-qualified stock options that vest based on the passage of time using the Black-Scholes method and the binomial valuation model for performance based vesting. Volatility is based on the average historical equity volatility of the Delta Parent Holdings, Inc closest peer group.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The 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 are addressed below.

Trade debtors

Management assess the likely recovery of trade debtors and where it is felt unlikely that amounts will be recovered, a provision is made.

Valuation of amounts recoverable on contracts and recognition of revenue

Revenue is recognised in accordance with the policy set out earlier and involves the judgments stated within that note. Where work is in progress at the end of the year and the right to consideration is being accrued as the work is performed, management will assess their expectation of the amount they have earned as at the year end and if it is not invoiced, accrue that revenue.

Key management personnel

Key management personnel are considered to be the directors of the company. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly.

Provisions

Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date, taking into account the risk and uncertainties surrounding the obligation.

Valuation of share options

The company valued the non-qualified stock options that vest based on the passage of time using the Black-Scholes method. Volatility was based on the average historical equity volatility of Kroll's closest peer group. The key assumptions used to calculate the grant date fair values of the non-qualified stock options issues during 2024 are as follows:

Time based

Performance based

Risk-free interest rate

4.24% - 4.28%

4.39%

Expected options life (years)

1.8 - 6.5

3.0

Volatility

44.0% - 45.0%

43.0%

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

£

£

United Kingdom

4,581,050

2,219,959

Rest of the world

12,660,529

8,698,935

17,241,579

10,918,894

5.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

5,156,183

2,740,525

Social security costs

388,332

673,833

Other pension costs

82,103

83,891

5,626,618

3,498,249

The average number of employees during the year was as follows:

31.12.24

31.12.23

Fee earning

14

14

Administrative and support

3

3

17

17

31.12.24

31.12.23

£

£

Directors' remuneration

1,252,747

830,026

Directors' pension contributions to money purchase schemes

15,084

15,084

Information regarding the highest paid director is as follows:

31.12.24

31.12.23

£

£

Emoluments etc

631,255

416,888

Pension contributions to money purchase schemes

15,084

-

6.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.24

31.12.23

£

£

Depreciation - owned assets

-

9,128

Computer software amortisation

107,026

128,700

Auditor remuneration

14,550

13,900

Auditor remuneration for non audit work

7,450

7,100

Foreign exchange differences

561,069

309,521

Restricted stock unit expense

699,308

3,030,582

7.

TAXATION

Analysis of the tax charge/(credit)

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

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

2,571,802

-

Previous period adjustments

1,131,863

(82,750

)

Total current tax

3,703,665

(82,750

)

Deferred tax:

Timing differences

(25,299

)

(222,827

)

Effect of changes in tax rates

-

(14,017

)

Previous period adjustments

189,855

-

Total deferred tax

164,556

(236,844

)

Tax on profit

3,868,221

(319,594

)

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

£

Profit before tax

9,703,276

1,571,722

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.521%)

2,425,819

369,685

Effects of:

Expenses not deductible for tax purposes

176,959

714,982

Changes in tax rates

-

(14,017

)

Previous period adjustments

1,321,717

(82,750

)

Effects of group relief

-

(1,307,494

)

Other adjustments and reliefs

(56,274

)

-

Total tax charge/(credit)

3,868,221

(319,594

)

Pillar Two

The entity is within the scope of Pillar Two legislation, which is based on the OECD's Pillar Two Model Rules. Pillar Two legislation has been enacted in United Kingdom in which the entity operates. The entity has taken advantage of disclosure exemption conferred by Para 1.12(dA) of FRS 102 and therefore do not include disclosures required under paras 29.28(b) and 29.29 of FRS 102.