REGISTERED NUMBER: 04132445 (England and Wales)

SMITH STONE WALTERS LTD

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

1 APRIL 2024 TO 31 DECEMBER 2024

Page

Company information

1

Group strategic report

2

Report of the directors

4

Report of the independent auditors

6

Consolidated income statement

9

Consolidated other comprehensive income

10

Consolidated balance sheet

11

Company balance sheet

12

Consolidated statement of changes in equity

13

Company statement of changes in equity

14

Consolidated cash flow statement

15

Notes to the consolidated cash flow statement

16

Notes to the consolidated financial statements

17

DIRECTORS:

Ms S F King

J C Brennan

SECRETARY:

Miss H M R Sabate

REGISTERED OFFICE:

Hanover Place

8 Ravensbourne Road

Bromley

Kent

BR1 1HP

REGISTERED NUMBER:

04132445 (England and Wales)

AUDITORS:

Berringers LLP

Lygon House

50 London Road

Bromley

Kent

BR1 3RA

The directors present their strategic report of the company and the group for the period 1 April 2024 to 31 December 2024.

REVIEW OF BUSINESS

The accounts provide a comprehensive overview of the business for the 9 months ending 31 December 2024, showcasing the company's performance, core business activities, and significant challenges faced. Our primary emphasis is on delivering outstanding immigration services while expanding our global capabilities for both new and existing clients. The acquisition of new clients during this period underscores Smith Stone Walters' sustained competitiveness in the market. Nevertheless, this year has seen global economic conditions prompt many clients to reduce their hiring and international relocation of assignees.

We recognize a growing trend amongst organizations to seek a reliable, comprehensive global immigration service rather than engage multiple country-specific vendors. Thus, the future growth of Smith Stone Walters is closely linked to our ability to enhance our offerings of an integrated and dependable global immigration service, bolstering our capacity to expand our client base, strengthen our reputation, and improve profitability.

Throughout the past year, we have maintained our focus on key performance indicators to assess our financial health and operational efficiency. Disappointingly, revenue growth and profit margins have decreased compared to the previous year. The last 12 months have experienced a decline in client activity across all sectors, attributable to current economic conditions and government policy. This period is particularly notable due to the subsequent acquisition of Smith Stone Walters by Envoy International Holdings Inc. on 24th October 2024 marking a significant milestone in the company's growth trajectory. Envoy International Holdings Inc. is a 100% owned subsidiary of Envoy Global Inc, a Company incorporated and based in the United States. The acquisition strengthens the Company's ability to deliver comprehensive immigration solutions on a global scale. Envoy's technology-driven approach and international reach complement our deep expertise and client-centric ethos, enabling the combined entity to offer a more robust and unified service to clients navigating complex mobility challenges.

As part of the acquisition, the UK Group was restructured, with Smith Stone Walters (HK) Ltd and Smith Stone Walters GmbH being acquired as subsidiaries of Smith Stone Walters Ltd (UK), joining Smith Stone Walters Pvt Ltd (India). The USA subsidiary, Smith Stone Walters Ltd (USA) was disposed of.

Looking ahead, Smith Stone Walters remains committed to maintaining the highest standards of service, transparency, and strategic management. The integration with Envoy Global marks the beginning of a new chapter one that will support the company's ambition to grow its client base, enhance profitability, and solidify its position as a trusted leader in global immigration services while navigating the challenges and opportunities within our industry. We will continue to prioritize transparency and accountability in our financial reporting and strategic management.

PRINCIPAL RISKS AND UNCERTAINTIES

The main financial risks arising from the company's activities are credit risk, interest rate risk, currency risk and liquidity risk. These are monitored by the board of directors.

The company's policy in respect of credit risk is to require appropriate credit checks for new customers before sales are made. The information from these credit ratings is then factored into future dealings with the customers.

The company's policy in respect of interest rate and liquidity risk is to maintain a mixture of long-term and short-term finance and readily accessible bank deposit accounts to ensure that the company has sufficient funds for operations. The Company is also supported by the new Group structure.

The company's policy in respect of future currency risk is to forward purchase currency to settle trading transactions and thereby minimise any exchange rate exposure.

ON BEHALF OF THE BOARD:

Ms S F King - Director

29 September 2025

The directors present their report with the financial statements of the company and the group for the period 1 April 2024 to 31 December 2024.

DIVIDENDS

The total distribution of dividends for the period ended 31 December 2024 will be £ 10,341,540 .

DIRECTORS

The directors who have held office during the period from 1 April 2024 to the date of this report are as follows:

D A Hugkulstone - resigned 24 October 2024

G Smith - resigned 24 October 2024

J A Walters - resigned 24 October 2024

R Burke Jr - appointed 24 October 2024

Ms S F King - appointed 24 October 2024

J C Brennan was appointed as a director after 31 December 2024 but prior to the date of this report.

R Burke Jr ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and 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 group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

Ms S F King - Director

29 September 2025

Opinion

We have audited the financial statements of Smith Stone Walters Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the Consolidated income statement, Consolidated other comprehensive income, Consolidated balance sheet, Company balance sheet, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated cash flow statement and Notes to the consolidated cash flow statement, Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the 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 Group strategic report and the Report of the directors, but does not include the financial statements and our Report of the auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group strategic report and the Report of the 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Report of the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of 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 four, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and error, we

considered the following:

- the nature of the industry, control environment and business performance;

- results of our enquiries to management about their own assessment of the risks of fraud and error;

- the matters discussed among the audit engagement team regarding how and where fraud may occur in the financial statements and any potential indicators of fraud.

Our procedures to respond to risk include the following:

- reviewing the financial statement disclosures and testing to supporting documentation;

- performing analytical procedures to identify any unusual or unexpected areas that may indicate risks of material

misstatement due to fraud or error;

- addressing the risk of fraud and error through management override of controls, testing the appropriateness of journals,

assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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.

Paul Allan BSocSc FCA (Senior Statutory Auditor)

for and on behalf of Berringers LLP

Lygon House

50 London Road

Bromley

Kent

BR1 3RA

29 September 2025

TURNOVER

5,465,793

8,193,168

Cost of sales

1,680,807

2,767,940

GROSS PROFIT

3,784,986

5,425,228

Administrative expenses

1,956,840

2,336,197

OPERATING PROFIT

4

1,828,146

3,089,031

Interest receivable and similar income

339,170

363,211

2,167,316

3,452,242

Interest payable and similar expenses

6

-

47,213

PROFIT BEFORE TAXATION

2,167,316

3,405,029

Tax on profit

7

591,122

946,939

PROFIT FOR THE FINANCIAL PERIOD

1,576,194

2,458,090

Profit attributable to:

Owners of the parent

1,576,194

2,458,090

PROFIT FOR THE PERIOD

1,576,194

2,458,090

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

1,576,194

Prior year adjustment

(428,867

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

2,029,223

Total comprehensive income attributable to:

Owners of the parent

1,576,194

2,029,223

FIXED ASSETS

Intangible assets

10

(65,394

)

-

Tangible assets

11

146,764

202,865

Investments

12

-

-

81,370

202,865

CURRENT ASSETS

Stocks

13

260,000

-

Debtors

14

4,619,764

4,885,234

Cash at bank and in hand

3,211,988

12,054,350

8,091,752

16,939,584

CREDITORS

Amounts falling due within one year

15

2,161,040

2,493,222

NET CURRENT ASSETS

5,930,712

14,446,362

TOTAL ASSETS LESS CURRENT LIABILITIES

6,012,082

14,649,227

CREDITORS

Amounts falling due after more than one year

16

(142,205

)

-

PROVISIONS FOR LIABILITIES

18

(36,659

)

(50,663

)

NET ASSETS

5,833,218

14,598,564

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

5,832,218

14,597,564

SHAREHOLDERS' FUNDS

5,833,218

14,598,564

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Ms S F King - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

146,748

202,838

Investments

12

56,285

31,230

203,033

234,068

CURRENT ASSETS

Stocks

13

260,000

-

Debtors

14

4,683,251

4,811,250

Cash at bank and in hand

2,963,292

11,999,467

7,906,543

16,810,717

CREDITORS

Amounts falling due within one year

15

2,139,461

2,485,623

NET CURRENT ASSETS

5,767,082

14,325,094

TOTAL ASSETS LESS CURRENT LIABILITIES

5,970,115

14,559,162

CREDITORS

Amounts falling due after more than one year

16

(142,205

)

-

PROVISIONS FOR LIABILITIES

18

(36,687

)

(50,710

)

NET ASSETS

5,791,223

14,508,452

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

5,790,223

14,507,452

SHAREHOLDERS' FUNDS

5,791,223

14,508,452

Company's profit for the financial year

1,624,311

2,384,449

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Ms S F King - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

1,000

14,031,381

14,032,381

Prior year adjustment

-

(428,867

)

(428,867

)

As restated

1,000

13,602,514

13,603,514

Changes in equity

Dividends

-

(1,463,040

)

(1,463,040

)

Total comprehensive income

-

2,458,090

2,458,090

Balance at 31 March 2024

1,000

14,597,564

14,598,564

Changes in equity

Dividends

-

(10,341,540

)

(10,341,540

)

Total comprehensive income

-

1,576,194

1,576,194

Balance at 31 December 2024

1,000

5,832,218

5,833,218

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

1,000

14,014,910

14,015,910

Prior year adjustment

-

(428,867

)

(428,867

)

As restated

1,000

13,586,043

13,587,043

Changes in equity

Dividends

-

(1,463,040

)

(1,463,040

)

Total comprehensive income

-

2,384,449

2,384,449

Balance at 31 March 2024

1,000

14,507,452

14,508,452

Changes in equity

Dividends

-

(10,341,540

)

(10,341,540

)

Total comprehensive income

-

1,624,311

1,624,311

Balance at 31 December 2024

1,000

5,790,223

5,791,223

Cash flows from operating activities

Cash generated from operations

1

1,960,152

6,280,257

Interest paid

-

(47,213

)

Tax paid

(886,444

)

(1,294,279

)

Net cash from operating activities

1,073,708

4,938,765

Cash flows from investing activities

Purchase of tangible fixed assets

(15,488

)

(64,942

)

Sale of tangible fixed assets

33,332

-

Net cash on acquisition

68,456

-

Loans made in year

-

(62,277

)

Interest received

339,170

363,211

Net cash from investing activities

425,470

235,992

Cash flows from financing activities

Equity dividends paid

(10,341,540

)

(1,463,040

)

Net cash from financing activities

(10,341,540

)

(1,463,040

)

(Decrease)/increase in cash and cash equivalents

(8,842,362

)

3,711,717

Cash and cash equivalents at beginning of period

2

12,054,350

8,342,633

Cash and cash equivalents at end of period

2

3,211,988

12,054,350

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

Period

1.4.24

to

Year Ended

31.12.24

31.3.24

£

£

Profit before taxation

2,167,316

3,405,029

Depreciation charges

35,926

51,133

Loss on disposal of fixed assets

972

-

Loss on disposal of subsidiary

113,236

-

Finance costs

-

47,213

Finance income

(339,170

)

(363,211

)

1,978,280

3,140,164

Increase in stocks

(260,000

)

-

Decrease in trade and other debtors

265,470

2,973,225

(Decrease)/increase in trade and other creditors

(23,598

)

166,868

Cash generated from operations

1,960,152

6,280,257

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash flow statement in respect of cash and cash equivalents are in respect of these Balance sheet amounts:

Period ended 31 December 2024

31.12.24

1.4.24

£

£

Cash and cash equivalents

3,211,988

12,054,350

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

12,054,350

8,342,633

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

12,054,350

(8,842,362

)

3,211,988

12,054,350

(8,842,362

)

3,211,988

Total

12,054,350

(8,842,362

)

3,211,988

1.	STATUTORY INFORMATION

Smith Stone Walters 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 General Information page.

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.

Basis of consolidation

The consolidated financial statements contain information about Smith Stone Walters Limited and its wholly owned subsidiaries; Smith Stone Walters Pvt Ltd, based in India, Smith Stone Walters (HK) Ltd acquired in September 2024 and Smith Stone Walters GmbH, acquired in August 2024. The results for the year also include Smith Stone Walters Ltd, USA, which was disposed of in September 2024.

Going concern

After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources, and support from the group, to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenditures during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. Management do not consider that there is a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

over period of lease

Fixtures, fittings & equipment

-

20% on reducing balance

Computer equipment

-

20% on reducing balance

Stocks

Work in progress is calculated as the number of cases initiated but not finalised at the year end, with percentages applied to reflect the level of work completed as at the year end date. As at 31 March 2024, no work-in-progress was included, as billing was more up to date and any cases not finalised was deemed immaterial.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 period 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

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Functional currency and presentation currency

The financial statements are presented in sterling (£), the currency of the primary economic environment in which the group operates (its functional currency).

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents

Cash is represented by deposits with financial intuitions repayable without penalty on notice of more than 24

hours, Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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.

Creditors

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