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

Ardenton UK Limited (the "Company") is a private equity corporation focused on meaningful business partnerships and long-term growth. The Company's principal activity is the long-term holding of investments and provision of management services to its investees.

The principal risks and uncertainties facing the Company can generally be grouped as investment risks and liquidity risks.

Investment Risk

The performance of the Company's investments is influenced by a number of factors. These include but are not limited to: (ii) the quality of the management team of each underlying portfolio company as well as the ability of that team to successfully implement the business strategy; (iii) changes in the market or competitive environment in which each portfolio company operates; and (v) macroeconomic risks including fluctuations in demand, commodity prices and other input prices. Any of these factors could have an impact on the valuation of an investment. The directors recognize the importance of partnering with appropriate business partners and will continue to work closely with stakeholders and advisors to assess each risk and opportunity that arises.

Liquidity Risks

Liquidity risk is risk that an entity will encounter difficulty meeting obligations associated financial liabilities. The Company's current quick ratio would suggest that Company has sufficient assets service its short-term liabilities.

In evaluating the performance and strategic effectiveness of the Company, the directors utilize a range of Key Performance Indicators (KPIs) that reflect the Company’s financial health and investment success. These KPIs provide critical insights into the Company’s ability to deliver value to our investors, manage the portfolio companies effectively, and achieve the Company’s long-term strategic objectives.

Total Return on Investment (ROI)

This metric measures the overall return generated on the Company’s investments, including both realized and unrealized gains. It is calculated as (Total Value of Investments - Total Investment Cost) / Total Investment Cost. This KPI indicates success in generating profitable returns and aligns with the Company’s goal of maximizing investor value.

Internal Rate of Return (IRR)

IRR reflects the annualized rate of return on investments, considering the timing and magnitude of cash flows. It provides a benchmark for evaluating performance of Company's investments relative to industry standards and investor expectations.

Net Asset Value (NAV)

NAV represents total value of assets minus liabilities. It is an essential KPI for assessing financial strength of Company and value of our investment portfolio. Regular monitoring NAV ensures alignment with Company's strategic goals and investor expectations.

Section 172 of the Companies Act 2006 recognises that while companies are run for the benefit of their shareholders, long-term success and reputation depend on maintaining strong relationships with stakeholders and understanding the broader impact of business activities.

The directors of Ardenton UK Limited are fully aware of their responsibilities under Section 172 and are committed to promoting the success of the company for the benefit of its members as a whole. This includes careful consideration of the interests of employees, customers, suppliers, and other stakeholders, as well as the impact of the company’s operations on the community and the environment.

The following serves as Ardenton UK Limited's section 172 statement:

Board Structure and Stakeholder Engagement

The statutory board comprises directors from both the UK and Ardenton’s Canadian head office. The board regularly reviews the company’s principal stakeholders and actively engages with them to ensure their views are considered in strategic decision-making. The company dedicates time, resources, and expertise to create value for all stakeholders.

Key Stakeholders

Investors

Through its Canadian parent, Ardenton Capital Corporation, the board maintains regular engagement with external investors. This includes scheduled investor update calls and reviews, ensuring investors are kept informed of business developments, portfolio performance, and future plans.

Employees

The company values transparent communication with employees. Staff at all levels are kept informed of matters affecting the business through monthly town hall meetings, where the CEO of Ardenton Capital Corporation provides group-wide updates. This fosters a culture of openness and alignment with the company’s strategic goals.

Investees

The board regularly engages with the management teams of its portfolio companies to support their growth and ensure alignment with Ardenton’s long-term investment strategy. These relationships are built on trust, collaboration, and shared success.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of portfolio investment and trading.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

PM+M Solutions for Business LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006.

As the large companies in the Group have not consumed more than 40,000 kWh of energy in this reporting period, the Group qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The directors are responsible for preparing the annual 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of Ardenton UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 31 December 2024 and of its loss 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our 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.

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 in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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.

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 an auditor's report 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.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:

• the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

• results of our enquiries of management about their own identification and assessment of the risks of irregularities;

• the matters discussed among the audit engagement team and relevant specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;

• any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

  • identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

  • detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

  • the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals and complex transactions; and manipulating the Company's performance profit measures and other key performance indicators to meet remuneration targets and externally communicated targets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety regulations, pensions legislation and tax legislation.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• enquiring of management concerning actual and potential litigation and claims;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

• in addressing the identified risks of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; 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.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report 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 member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Ardenton UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is One St Peter's Square, Manchester, M2 3DE.

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, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

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 £.

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

Due to the nature of the principal activity of the company, the equity investments it holds in subsidiary undertakings are considered to be held as part of a trading portfolio and held exclusively with a view to subsequent resale. As such they are excluded from the consolidation under FRS 102 paragraph 9.9C and section 405(3)(c) of the Companies Act 2006. The financial statements therefore present information about the company as an individual entity.

The company's business activities, together with the factors likely to affect its future development, performance and positions are set out in the Strategic Report. true

The directors and management perform a going concern review that considers the company's ability to meet its financial obligations as they fall due, for a period of at least twelve months after the date that the financial statements have been signed. Cashflow forecasts are prepared and the company's cash balance is monitored to ensure that future financial obligations can be met as they fall due. The ability of the company to meet its obligations is predicated on the continued financial support of the ultimate parent undertaking, Ardenton Capital Corporation. Accordingly, Ardenton Capital Corporation have provided a parental support letter indicating that they have the ability to, and will, provide financial and other support, including not recalling balances due, as is necessary for the company to meet its liabilities as they fall due for a period of 12 months from approval of the financial statements.

Based on the continued support of the ultimate parent undertaking and the company's financial position and liquidity, the directors have concluded that the company has adequate resources to continue in operational existence for at least the next twelve months. As a result, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The major income generating sources and their recognition principles are described below:

Revenue comprises entitlements of the entity from its portfolio companies of which it provides management services and are included in the Statement of Comprehensive Income in accordance with the contracted dates of receipt. Turnover is shown exclusive of value added tax and is generated wholly within the United Kingdom.

Interest income from loan notes issued by portfolio companies and held as investments is included within the net gain/(loss) on financial assets at fair value through profit or loss, in line with the single unit of account method, as described on page 15.

Non-current investments relate to debt and equity investments held in subsidiaries. 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. As disclosed within the accounting convention policy above, these subsidiaries are not consolidated into these financial statements in line with FRS 102 paragraph 9.9C and section 405(3(c)) of the Companies Act 2006.

These investments are initially recorded at fair value, which corresponds with the cost of such instruments (excluding any transaction costs which are expensed through the statement of comprehensive income). Subsequently, these are re-measured at fair value at each reporting period end date in accordance with the guidance provided in the International Private Equity and Venture Capital Valuation Guidelines (December 2022 edition). Further details of the fair value estimation for such investments have been provided in note 12 to these financial statements.

Any gain or loss resulting from the re-measurement of securities at their fair value or from changes in fair value is included in the statement of comprehensive income for the accounting period in which they arise. Gains or losses on equity instruments are recognised as other gains or losses in the statement of comprehensive income, other than where this movement brings the fair value below cost, in which case the difference is disclosed as an impairment. Any fair value movements on debt instruments are recognised in administrative expenses in the statement of comprehensive income.

A single unit of account method is adopted to measure investments at fair value and as such the valuation of an investment is considered on an aggregate basis across all financial instruments held in an entity. Any gain or loss resulting from the remeasurement of investments at their fair value or from changes in fair value is included in the statement of comprehensive income for the accounting period in which they arise.

Investments derecognised when the entity has transferred contractual rights to receive cash flows from the asset and any gain or loss on disposal is recognised in the statement of comprehensive income in the accounting period in which they arise.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

As disclosed in note 1 above, the subsidiaries of the company are not consolidated under FRS 102 paragraph 9.9C and section 405(3(c)) of the Companies Act 2006 as they are considered to be held as part of a trading portfolio and held exclusively with a view to subsequent resale.

The company's subsidiaries meeting these definitions is a key judgement made by management in the preparation of these financial statements.

Non-current investments held in equity and debt instruments are accounted for at fair value and there are inherent risks in any fair value estimation, particularly in relation to unquoted equity investments held by the company.

Management utilise various techniques and methodologies when valuing the company's investments, including the use of earnings multiples, benchmarking to comparable transactions.

Due to inherent uncertainties in any valuation technique, the eventual realised proceeds may materially differ from the valuation estimate, especially under volatile economic, political and environmental conditions meaning the differences could be significant.

The valuation techniques used by the company are further disclosed in note 12.

The fair value of the company's investment as at 31 December 2024 amounted to £70,085,731.

The company’s turnover was principally derived from the United Kingdom.

During the prior year, Ardenton Capital Investments Limited (ACIL) entered administration and as such the intercompany receivable that primarily arose on the acquisition of the Net Liabilities of ACIL was impaired to nil.

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

Their aggregate remuneration comprised:

The key management personnel of the company are considered to be the directors.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

The rate of corporation tax increased to 25% from 1 April 2023. As this change came into action part way through the previous financial period, a blended rate of 24.37% was used.

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

As disclosed in the accounting policies the equity and debt instruments held in the portfolio companies are accounted for a under single unit of account basis, rather than split in to their components parts. Of the total investments balance, £20,854,169 relates to investment in equity instruments and £49,231,562 relates to holdings of debt and accrued interest.

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

Registered office addresses (all UK unless otherwise indicated):

Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date in the principal, or, in its absence, the most advantageous market to which the company has access at that date. When available, the company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an on-going basis.

If there is no quoted price in an active market, then the company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take in to account in pricing a transaction. These are determined by considering factors such as industry performance, company performance, quality management, the price of the most recent financing round or prospects for the next financing round, exit opportunities which are available, liquidity preferences, earnings or revenue multiple models and discounted cash flow models.

Of the amounts owed to group undertakings, £37,019,140 accrues interest at rates between 12% and 13%. The residual balance does not accrue interest. The amounts owed to group undertakings are unsecured.

Included within other creditors is an amount of £939,824 (2024: £nil) relating to deferred consideration payable in respect of the acquisition of the remaining shares of PPCA Holdco Limited.The remaining £2,000,000 is payable in two equal instalments of £1,000,000 on the first and second anniversaries of completion, respectively.

Interest accrues on each deferred payment at a rate of 6% per annum, payable at the time of each respective deferred payment. The deferred consideration has been recognised at its present value in accordance with FRS 102, with the unwinding of the discount recognised as a finance cost in the profit and loss account.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

In March 2025 the group acquired Nuture Childcare Services for £5,050k.

During the year the company entered into the following transactions with related parties:

The company has taken advantage of the exemption provided by section 33 of FRS 102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of a group provided that any subsidiary undertaking which is party to the transaction is wholly owned by a member of that group.

The company's immediate parent undertaking and ultimate controlling party is Ardenton Capital Corporation, a company incorporated in Canada. Ardenton Capital Corporation is the parent of both the smallest and largest group of companies for which consolidated financial statements are prepared which include the results of this company. Copies of these financial statements are available from its registered office 1100 Melville Street, Suite 220, Vancouver, BC V6E 4A6, Canada.