These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Navigate Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 22 Old Bond Street, London, W1S 4PY.

The company was incorporated on 20 April 2023 and the first period of accounts have been prepared to 30 April 2024. The current accounting period has been shortened to 31 December 2024 from 30 April 2025, creating a 8 month period in order to align with the parent company. Consequently, the balances presented for the period within the financial statements (including the related notes) are not entirely comparable with the prior period.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Navigate Bidco Limited is a wholly owned subsidiary of Navigate Midco Limited and the results of Navigate Bidco Limited are included in the consolidated financial statements of Omni Partners LLP which are available from 3rd Floor, 22 Old Bond Street, London, W1S 4PY.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue for the provision of professional services is recognised by reference to the stage of completion when the stage of completion can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The recoverability of investments was tested against the future profitability, cash flow and the likely sales value to see if there was a permanent diminution in value. In 2024 the Company has impairment losses of £1,712,351.

Refer to note 4, showing the fixed assets investment carrying values impacted by this key accounting estimate.

The payment terms over the deferred consideration have been reviewed and noted that the year 2 payment is due in greater than 12 months. The balance does not contractually attract a market rate of interest therefore taking the average interest on debt instruments in the company of 12.4% as an estimated market rate of interest, the balance has been discounted to present value, creating an interest charge of £404,508 to be unwound in 2025.

Refer to Note 7 for the deferred consideration balance impacted by this key accounting estimate.

The average monthly number of persons (including directors) employed by the company during the period was:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Amounts owed by group undertakings are repayable on demand and not interest bearing.

Amounts owed to group undertakings are repayable on demand and not interest bearing.

Amounts owed to group undertakings includes loan notes totaling £2,234,959 (30 April 2024: £NIL) in favour of the immediate parent company, Navigate Midco Limited and accrues interest at a rate of 12%.

Other creditors relate to deferred consideration of £4,000,000 which has been discounted at a market rate of interest of 12.4%.

Other borrowings represent loans of £9,000,000 in favour of Thin Cats Limited which are secured by a fixed floating charge over all the undertakings of the company, with an element repayable over 5 years and a further element repayable in 5 years, at an interest rate of SONIA + 7.5%.

Ordinary shares have the sole right to receive notice of and to attend, note and speak at any general meeting of the company and shall be entitled to vote on any written resolution of the company.

Preference shares do not carry voting rights within the company. On the event of the company being wound up or liquidated, preference shareholders will be ranked before Ordinary shareholders in the distribution of any remaining funds.

Details of changes in share capital

On 10th May 2024, the Company completed an allotment of shares. The company issued 3,025,301 Preference shares at a nominal value of £0.01 per share. The amount paid totals £3,025,301.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the period 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.

After the period end, an additional £2.25m has been drawn down on the existing loan facility in order to cover the deferred remuneration on the investment in Compass CHC Limited.

The company has taken advantage of the exemption allowed by Financial Reporting Standard 102, "Related party disclosures" Section 33.1A not to disclose details of related party transactions with entities that are 100% owned members of the same group. There are no other related party transactions other than as disclosed.

The immediate parent company is Navigate Midco Limited, a company incorporated in England and Wales.

The ultimate parent company is Omni Partners LLP, a Limited Liability Partnership registered in England and Wales. Omni Partners LLP is the largest group into which the financial results are consolidated. The consolidated financial statements are available from the registered address, 3rd Floor 22 Old Bond Street, London, England, W1S 4PY.

The ultimate controlling party is considered to be S A Clark by virtue of his control in Omni Partners LLP.