REGISTERED NUMBER: 06029386 (England and Wales)

Strategic Report, Directors' Report and

Financial Statements

for the Year Ended 31st December 2024

for

KROLL SECURITIES LTD

Page

Company Information

1

Strategic Report

2

Directors' Report

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:

J Pearce

P M Puzzuoli

A A P Stoecklin

N E J Inman

D R Evans

SECRETARIES:

E S Forman

Citco Management (Uk) Limited

REGISTERED OFFICE:

7 Albemarle Street

London

W1S 4HQ

REGISTERED NUMBER:

06029386 (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

One of the company's core assets is its professional staff, their intellectual capital, their professional relationships and their dedication to providing the highest quality services to the company's clients. The company seeks talented, motivated and detail orientated individuals with a desire to grow in a challenging, professional and diversified work environment. The company believes individuals are attracted by a combination of stability, professionalism and client relationships of a large firm with the collaborative culture and conflict-free environment of a smaller, high growth firm, which enable the company's personnel to maximise their commercial potential and career development opportunities. The directors were satisfied with the performance of the company.

The company's statement of financial position as detailed on page 10 shows total net assets of £21,621,379 (2023 - £20,207,763). The profit for the company for the year ended 31 December 2023 as detailed on page 9 is £1,895,721 (2023 - £3,585,136).

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company include the following:

Economic conditions

An economic downturn, decline in global financial markets and/or other conditions may adversely affect employment rates, commercial and consumer spending, commercial and consumer indebtedness, availability of credit, asset values, investments and liquidity, which in turn may negatively impact on certain of the company's customers and may result in decreased demand or pricing level for its services.

The company's service lines operate in markets that are extremely competitive, highly fragmented and subject to rapid change and are expected to remain so in the future. As a professional services firm, the company's ability to secure new engagements depends heavily on its reputation and the individual reputations of its client service professionals. Any factor that diminishes its reputation or that of its client service professional could make it substantially more difficult for the company to attract new engagements and clients. The inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative effect on its prospects and results of operations.

Cyber risk

Given the nature of our business, the threat of unauthorised or malicious attacks on our IT systems is an ongoing risk. The risk of a cyber-attack such as denial of service attacks, phishing, data theft and disruptive software campaigns is constantly evolving and becoming increasingly sophisticated. Kroll maintains a comprehensive information security and privacy program that includes vulnerability management, incident response, compliance, risk, security monitoring and security engineering. These are leveraged together and constantly tuned to mitigate cyber security risk for our firm. We have dedicated team of Information Security Professionals lead by our Chief Information Security Officer (CISO), tasked with the development, implementation, and maintenance of Kroll's Cyber Security Program.

Loss of key personnel

The Kroll group use a compensation plan to ensure that key team members are appropriately compensated for their contributions and incentivised to continue their careers with Kroll. Work is ongoing to ensure that appropriate continuity and succession plans are in place. We will also continue to focus on leadership development and succession planning.

KEY PERFORMANCE INDICATORS

The company measures the performance of the business by assessing turnover against prior periods. In this respect, turnover increased by 49% in the year from £6,919,766 in 2023 to £10,321,290 in 2024. This was predominantly due to significant projects completed in the year in addition to a general improvement in market conditions compared to the prior year.

ON BEHALF OF THE BOARD:

P M Puzzuoli - Director

15th April 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company continued to be that of financial advisory and consulting services.

DIVIDENDS

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

DIRECTORS

The directors who served during the year and since the year end were:

R A Bartell

- resigned 21 May 2024

J Pearce

P M Puzzuoli

A A P Stoecklin

N E J Inman

D R Evans

- appointed 21 May 2024

GOING CONCERN AND FUTURE DEVELOPMENTS

The directors believe the company are well placed to manage its business risks successfully and continue to be profitable for the foreseeable future.

The directors have reviewed the future cash forecasts and revenue projections of the company for the period to 31 March 2026, which have been prepared on the basis of past experience, market information and trading conditions and believe that it is appropriate to prepare the financial statements of the company on a going concern basis. The company has considerable financial resources and as a consequence, the directors believe that the Company is well placed to manage its business risks successfully despite potential changes in the economic environment.

MATTERS CONSIDERED IN THE STRATEGIC REPORT

The principal risks and uncertainties facing the company and key 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:

P M Puzzuoli - Director

15th April 2025

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards 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 Securities Ltd (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 Directors' Report 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Directors' Report 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 Directors' Report.

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

16th April 2025

TURNOVER

4

10,321,290

6,919,766

Cost of sales

(899,349

)

(416,722

)

GROSS PROFIT

9,421,941

6,503,044

Administrative expenses

(8,612,032

)

(5,362,904

)

OPERATING PROFIT

6

809,909

1,140,140

Interest receivable and similar income

957,096

710,282

PROFIT BEFORE TAXATION

1,767,005

1,850,422

Tax on profit

7

128,716

1,734,714

PROFIT FOR THE FINANCIAL YEAR

1,895,721

3,585,136

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,895,721

3,585,136

FIXED ASSETS

Tangible assets

8

4,414

5,425

CURRENT ASSETS

Debtors

9

41,372,796

21,207,069

Cash at bank

604,381

620,686

41,977,177

21,827,755

CREDITORS

Amounts falling due within one year

10

20,360,212

1,625,417

NET CURRENT ASSETS

21,616,965

20,202,338

TOTAL ASSETS LESS CURRENT LIABILITIES

21,621,379

20,207,763

CAPITAL AND RESERVES

Called up share capital

12

1,494,549

1,494,549

ESOP reserve

13

282,488

764,593

Capital contribution

13

1,610,000

1,610,000

Retained earnings

13

18,234,342

16,338,621

SHAREHOLDERS' FUNDS

21,621,379

20,207,763

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:

P M Puzzuoli - Director

Called up

share

Retained

ESOP

Capital

Total

capital

earnings

reserve

contribution

equity

£

£

£

£

£

Balance at 1st January 2023

1,494,549

12,753,485

343,952

1,610,000

16,201,986

Changes in equity

Total comprehensive income

-

3,585,136

-

-

3,585,136

Issue of options to employees

-

-

420,641

-

420,641

Balance at 31st December 2023

1,494,549

16,338,621

764,593

1,610,000

20,207,763

Changes in equity

Total comprehensive income

-

1,895,721

-

-

1,895,721

Issue of options to employees

-

-

432,334

-

432,334

Transfer of recharge liability

-

-

(914,439

)

-

(914,439

)

Balance at 31st December 2024

1,494,549

18,234,342

282,488

1,610,000

21,621,379

Cash flows from operating activities

Cash generated from operations

17

(971,865

)

(383,527

)

Net cash from operating activities

(971,865

)

(383,527

)

Cash flows from investing activities

Purchase of tangible fixed assets

(1,536

)

-

Interest received

957,096

710,282

Net cash from investing activities

955,560

710,282

(Decrease)/increase in cash and cash equivalents

(16,305

)

326,755

Cash and cash equivalents at beginning of year

18

620,686

293,931

Cash and cash equivalents at end of year

18

604,381

620,686

1.	STATUTORY INFORMATION

Kroll Securities Ltd 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 activity of the company continued to be that of financial advisory and consulting services.

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.

Revenue

Revenue is generated from licence fee, financial advisory and consultancy services.

Licence fees

Licence fees revenue is recognised on a straight-line basis over the life of the agreement.

Retainer fees

Retainer fees are recognised at the point of signing the engagement letter unless there are circumstances where they are repayable

Contingent fees

The company has engagements for which the revenue is contingent on successful completion of the project. Any contingent revenue on these contracts is not recognised unless the following conditions are satisfied:

-

the amount of revenue can be measured reliably;

-

it is probable that the economic benefits associated with the transaction will flow to the entity;

-

where it is not initially possible to reliably estimate the likely future revenues, revenue is recognised only when it becomes possible to.

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 accrued income. Client prepayments are classified as deferred revenue and recognised as earned over the service period.

Time and material engagements

Revenue from time and material engagements is recognised at the agreed rates, as the hours are incurred by the company's professional staff.

Fixed fee engagements

Revenue from fixed fee engagements is recognised as the services are provided under a stage of completion method. Revenue for engagements under a stage of completion method is recognised based on estimates of work completed versus the total services to be provided under the engagement. ·

Estimates of work completed are based on the level of services or billable hours provided by each member of the engagement team during the period relative to the estimated total level of effort or total billable hours required to perform the engagement. These estimates are continually monitored during the term of the contract and if appropriate are amended as the contract progresses.

Losses, if any, on fixed fee engagements are recognised in the period in which the loss becomes probable.

Reimbursable expenses including those relating to travel, other out-of-pocket expenses and any third-party costs are included as a component of revenue. Expenses reimbursements that are billable to clients are included in total revenue 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.

Where another entity within the Kroll global group is involved in delivering the services to an external client, and that other entity has significant exposure to the risks and rewards of delivering the service, that other entity will be determined to be the principal entity, with this company being the agent in the delivery of that service. The performance obligation and control of the service exists with the principal entity and as such they bear the customer's credit risk for any open accounts receivable and work in process. The amount the principal entity earns is not predetermined and is not a fixed fee and may change with the overall realisation of the project. In such instances, the revenue is recognised in the financial statements of the principal entity rather than this company.

Cost of sales

Cost of sales includes reimbursable expenses such as travel costs and other out-of-pocket expenses, unbilled client write off expenses, database costs for specific areas and third-party costs.

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:

Fixtures and fittings

- 5 years straight line

Gains and losses arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is charged to profit and loss.

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.

Cash and cash equivalents

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

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 or straight-line 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.

Straight line basis is used to record expense in relation with the continued service of the employee over the vesting period.

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 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.

Restricted cash awards

Restricted cash awards ("RCA") are granted as a form of incentive compensation to certain employees of the company. Employees have a right to receive a cash payment from the company upon the each anniversary of the date of the RCA being granted. The payment of this consideration is related to the retention of the directors and employees over a three year period from the date of the grant of the RCA.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying value of assets and liabilities. The directors' judgement, estimates and assumptions are based on the best and most reliable evidence at the time considered to be applicable. Due to the inherent sensitivity involved in making judgements, estimates and assumptions the actual results and outcomes may differ.

The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised prospectively.

Critical judgements in applying the company's accounting policies

In preparation of these financial statements, the directors are of the view that there are no significant judgements.

Key accounting estimates and assumptions

Net valuation of accrued income

Management estimates the extent to which it has earned income that has yet to be invoiced at the year end.

Estimates of work completed are based on the level of services or billable hours provided by each member of the engagement team during the period relative to the estimated total level of effort or total billable hours required to perform the engagement.

These estimates are continually monitored during the term of the contract and if appropriate are amended as the contract progresses.

Revenue recognition is affected by a number of factors that change the estimated amount of work required to complete the project such as changes in scope, the staffing on the engagement and the level of client participation.

Periodic engagement reviews require the company to make judgements and estimates regarding the overall profitability and stage of project completion which, in turn, affect how the company recognises revenue.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY - continued

Deferred tax asset

The company recognises deferred tax assets only to the extent that it is probable that future taxable profits, feasible tax planning strategies and deferred tax liabilities will be available against which the tax losses can be utilised. Estimation of the level of future taxable profits is therefore required in order to determine the appropriate carrying value of the deferred tax asset.

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

10,108,669

6,114,233

Europe

10,378

805,533

Rest of World

202,243

-

10,321,290

6,919,766

5.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

1,777,583

2,666,800

Social security costs

441,874

506,512

Cost of defined contribution pension scheme

145,307

115,138

Share based payments

441,335

420,641

Restricted cash awards

514,510

466,455

3,320,609

4,176,546

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

31.12.24

31.12.23

No.

No.

Fee earning

16

15

STAFF COSTS AND NUMBERS - continued

Directors' remuneration

31.12.24

31.12.23

£

£

Directors' emoluments

381,730

-

Contributions to defined contribution pension schemes

13,599

-

Share based payments

123,716

-

519,045

-

The above directors' remuneration relates to amounts payable to one director. All other directors were remunerated by other group companies within Kroll Group in the year, and in the prior year. The director's services to the company are not significant compared to their services for the other companies in the group and therefore their emoluments are deemed to be wholly attributable to other group entities; accordingly the directors received no remuneration for their services to the company.

6.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Depreciation - owned assets

2,547

2,504

Auditor remuneration

17,600

16,800

Auditor remuneration for non audit work

7,650

7,350

Foreign exchange differences

(153,487

)

(118,789

)

7.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

Adjustments - previous periods

-

(1,648,398

)

Deferred tax:

Timing differences

(128,716

)

(81,017

)

Effect of changes in tax rates

-

(5,171

)

Adjustments - previous periods

-

(128

)

Total deferred tax

(128,716

)

(86,316

)

Tax on profit

(128,716

)

(1,734,714

)

UK corporation tax has been charged at 25% (2023 - 23.52%).

Reconciliation of total tax credit included in profit and loss

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

31.12.24

31.12.23

£

£

Profit before tax

1,767,005

1,850,422

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

441,751

435,238

Effects of:

Expenses not deductible for tax purposes

111,228

99,708

Adjustments to tax charge in respect of previous periods

-

(1,648,526

)

Effects of group relief

(681,695

)

(615,963

)

Tax rate changes

-

(5,171

)

Total tax credit

(128,716

)

(1,734,714

)

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.

8.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1st January 2024

12,520

Additions

1,536

At 31st December 2024

14,056

DEPRECIATION

At 1st January 2024

7,095

Charge for year

2,547

At 31st December 2024

9,642

NET BOOK VALUE

At 31st December 2024

4,414

At 31st December 2023

5,425