Company registration number 14383563 (England and Wales)
DJH TopCo Limited
Annual report and financial statements
For the year ended 31 March 2025
DJH TopCo Limited
Company information
Directors
Mr J R Beardmore
Mr S D Heath
Ms M T S Lorrella
(Appointed 2 April 2024)
Mr M A Burgess
(Appointed 9 September 2024)
Mr M Nicholson
(Appointed 8 October 2024)
Mr N A Duffy
(Appointed 8 October 2024)
Company number
14383563
Registered office
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
Auditor
Buzzacott Audit LLP
130 Wood Street
London
EC2V 6DL
DJH TopCo Limited
Contents
Page
Strategic report
1 - 8
Directors' report
9 - 11
Directors' responsibilities statement
12
Independent auditor's report
13 - 16
Group statement of comprehensive income
17
Group statement of financial position
18 - 19
Company statement of financial position
20
Group statement of changes in equity
21
Company statement of changes in equity
22
Group statement of cash flows
23
Notes to the financial statements
24 - 52
DJH TopCo Limited
Strategic report
For the year ended 31 March 2025
- 1 -

The directors are proud to present their strategic report for DJH Topco Limited ('the company') and its subsidiaries (together 'the group') for the year ended 31 March 2025.

Review of business

The road to DJH

Considering we were born not so long ago in 2021, following the merger of two of Stoke-on-Trent’s leading firms, Mitten Clarke and DJH - we never would have imagined that we would be reporting on the business we are today.

It has been one heck of a journey so far. We’ve gone from strength to strength with 16 acquisitions to date, with more like-minded firms joining us on our mission to achieve great things together. We’re an experienced top 40 accountancy group who share the same values, ambitions, and most importantly, a passion for people.

Super-charging our journey

We’ve achieved this amazing progress through a combination of organic growth and acquisition.

Our organic growth:

Owner-managed businesses are our sweet spot, so we’ve remained focused on forging long-lasting partnerships with existing clients and new relationships with business owners across the Midlands, North-West and Yorkshire.

We go beyond the balance sheets, adding value through specialist advice and services. Alongside our core services of accounting, audit and tax advice we’ve enhanced our offering further by adding specialist service lines such as capital allowances claims, R&D, estate planning, corporate finance, HR and IT.

We’ve invested heavily in recruitment and an offshore office Cochin, in India, creating capacity across our teams and a platform to grow our client base.

Our M&A growth:

Despite already achieving phenomenal success, we wanted to take the firm much further. To remain on the same trajectory we needed continued investment to transform our business and achieve our vision.

DJH TopCo Limited
Strategic report (continued)
For the year ended 31 March 2025
- 2 -
Continued expansion

Throughout the last year, and continuing into this year, more like-minded businesses have joined DJH as we complete d – wait for it - a total of 6 acquisitions. These acquisitions have strengthened our estate planning service line, our expertise in the Irish and European markets, as well as bringing more owner managed businesses and high net worth individuals as clients.

- 1 July 2024 - Ashgates Corporate Services and Ashgates IT - we acquired the majority share capital and Ashgates became the Derby office for the group.

- 1 April 2025 - McBrides Accountants - we acquired the majority share capital and McBrides became the Bexley office for the group.

- 4 April 2025 - Private Wealth division of Beswicks Legal - DJH Estate Planning Limited acquired the trade and assets of the Estate Planning business of the law firm known as Beswicks Solicitors LLP.

- 1 June 2025 - Nicklin Accountants - we acquired the majority share capital and Nicklin became the Halesowen office for the group.

- 2 July 2025 - MSD Advisory - we acquired the majority share capital and MSD became the Dublin office for the group.

- 3 September 2025 - Haines Watts - Chester, Liverpool and Wirral - we acquired the majority share capital with the businesses rebranding overnight and becoming our Chester City, Liverpool and Wirral offices for the group.

These transactions relating to the purchase of the equity of the businesses equated to a total consideration of £15.9m paid after the balance sheet date. An element of this was paid on completion, along with the issue of shares in the separate holding companies and a portion being deferred over future accounting periods.

DJH TopCo Limited
Strategic report (continued)
For the year ended 31 March 2025
- 3 -
Our people - the key ingredients

Our people are at the heart of everything we achieve. And no matter how much we grow, looking after our people will always be our #1 priority.

Our aim is to have a people first approach, focusing on each of them to ensure that they love what they do. We want our people to be proud to work with us, continue to develop in all parts of their lives – both personally and professionally - and live and breathe our values. All of these aspects are key ingredients for a happy and successful team.

Our business support team has been strengthened to support each office in the day-to-day management of the business. Hires in the last 12 months have included a Mergers and Acquisitions Associate, R&D Tax Reliefs Manager, Operations Manager, Governance, Risk and Compliance Manager and Finance Business Partner.

We’ve also invested heavily in our Finance, Marketing, Business Development and Technology functions. All key pillars that will build our platform for success.

Principal risks and uncertainties

Economic climate

After several years of high interest rates and inflation, many businesses and households are still adjusting to the tougher economic climate. As we write this report, inflation has eased from its peak but remains above the Government’s target, while interest rates, though lower than last year, are still relatively high.

Following the 2024 Autumn Budget, employer National Insurance contributions increased from April 2025, which has increased operating costs for our business. While this presents additional pressures, we remain committed to supporting our clients by maintaining efficient service delivery, helping them navigate cost challenges, and working collaboratively to manage the impact of the new measures.

We continue to work hand-in-hand with our team, clients and suppliers to ensure they’re receiving the appropriate communications to manage and maximise their finances.

Technology – embracing the future landscape

Over the last year, we’ve also transformed the way we work, unlocking a new era of decision-making to provide expert human advice, driven by tech.

Our Chief Technology Officer, embarked on a comprehensive review of our systems and processes. He’s upgraded our technology stack allowing the flow of quality data to inform our business decision making, plus enhance our advice. We made a big change and moved to the cloud in the Azure environment, creating a scalable and secure model to future-proof our business.

We’ve also introduced a new CRM system, which fully integrates with our tech stack. The new system has enhanced our sales experience and reporting, streamlined our onboarding process, and provided complete visibility of our compliance process.

We strongly feel that these integrated solutions will result in the best outcome for business performance.

By the end of November 2024, the accountancy offices (other than Ashgates and acquisitions in the 2026 financial year) were operating on the same software platform, and as we add new offices, one by one, their data is migrated into the same system. The alignment of processes used throughout the group is continually underway.

Led by our Operations Board, our processes are constantly evolving to ensure the best performance for the business, but more importantly, enhance the experience of our team.

DJH TopCo Limited
Strategic report (continued)
For the year ended 31 March 2025
- 4 -
Principal risks and uncertainties (cont.)

Team recruitment and retention - building the team of the future

As we’ve already said, our team are our #1 priority. They’re at the heart of everything we do.

We’ve built a fantastically talented and ambitious team of people who pride themselves on having fun, working together and delivering a great service. We have grown at a rapid rate, so making sure they’re looked after and supported to grow with us is key. Our aim is to establish a great culture and create the very best place to work.

Our culture is central to our way of working and determines the way in which we recruit and retain talent for the group. Everyone talks about culture, but for us, it’s more than talk, it’s about creating a culture - Our Culture. The DJH Culture. It’s not something we can buy, it’s something that we must work hard at day-in, day-out.

Over the last 12 months, we’ve introduced bi-monthly benefit drops, enhancing our family-friendly policy, launching volunteering days, and a salary sacrifice car scheme.

The market for talent in the accountancy industry is extremely challenging. There’s lots of competition and opportunity for talented people to move around in our marketplace. We recruit based on our values, culture and vision.

Developing our team through the ranks plays a big role in our people strategy, supporting our team through their professional studies to achieve their ambitions. We are proud to say that we now have over 150 members of the team who we are supporting with fully funded study packages throughout all stages of their accountancy career. From AAT, ACCA, ACA (ICAEW), ATT, or CTA, they are supported by our dedicated Learning & Development Coordinators. We are proud to say that we're ranked number 1 in the Top 50 SME Apprenticeship Employers 2024!

Learning doesn’t stop with just professional qualifications, in 2024 we introduced a new learning management system, to deliver CPD training and log those all important hours.

We also run two management academies, ambition to support those who are looking to take the next step in managing a team, and leadership and management for superstars rising through our ranks to the senior team.

DJH TopCo Limited
Strategic report (continued)
For the year ended 31 March 2025
- 5 -

Compliance with regulations – following the rule book

We take compliance with regulations seriously. Our team fully understand the importance of compliance with the various regulations with annual training. All new recruits undergo training as part of their onboarding programme.

Headed up by our Director of Governance, Risk and Compliance, we’ve bolstered the team with a new GRC Manager to further bolster our resource and management of this risk area.

Key Performance Indicators

Our group's main key performance indicators (“KPI’s) are those reported in the income statement.

Our Board and Leadership Team review on a regular basis the chargeability of the team and the recovery of the work we undertake for clients. We also focus on cash conversion (“lock in”), monitoring across the team the time it takes for work to be completed and turned into cash.

The reported loss after taxation for this financial year was £9,514,987 (2024 - £7,055,353). This is as a result of accounting entries for the amortisation of goodwill of £5,836,528 (2024 - £4,989,421) and also accruing interest on loan notes provided by investors totalling £6,558,450 (2024 - £5,334,948) - these are non-cash items. Excluding these items our underlying profit before tax was £3,451,251 (2024 - £3,495,153).

We monitor earnings before interest, tax, depreciation, amortisation ("EBITDA") and non-cash share based payments and for this period our adjusted EBITDA was £4,817,158 (2024 - £4,160,009).

When considering our post year end acquisitions on a full year basis, our proforma turnover is tracking in excess of £61m and a normalised EBITDA of £11.5m, after central group salary costs of £1.6m. This is all tracking towards a desired normalised EBITDA margin of 20%.

We continue to increase our ability to monitor more specific KPI’s such as service line profitability and recoveries as we integrate our offices and systems onto the same operating platform, building dynamic reports to provide the data we need in an instant.

DJH TopCo Limited
Strategic report (continued)
For the year ended 31 March 2025
- 6 -
Promoting the successes of the company

Engagement with Stakeholders

We have a number of key stakeholders, and understanding their views will underpin our strategy, and ultimately our performance.

This section of the Strategic Report describes how the directors act in line with s172 of the Companies Act 2006 and covers:

- The likely consequences of decisions in the long-term;

- The group's team;

- Relationships with clients, suppliers and others;

- Our impact on the community and the environment; and

- The group maintaining a reputation for high quality advice.

Our key stakeholders are our team, clients, regulators, suppliers, communities in which we operate and shareholders. We engage with all of our stakeholders and our decisions are made with each of these in mind. In the coming months a materiality assessment will be conducted across our stakeholders to allow us to truly understand just what is important to them.

Team – our #1

We believe in ensuring a healthy work-life balance. We have a 60/40 Hybrid Working policy, where our team have fixed days to work 60% of their time in the office and 40% at home, and one day a week as an ‘Innovation & Collaboration Day’, where we all come together. This approach across our offices has been a success and definitely welcomed by our team. Should they wish, our team also have the ability to work full time from an office location and are not required to work remotely if it’s not for them.

The development of our team is key to our success. Our strategy is to invest resources, time and money in everyone, tailoring the support to their needs and ambitions.

We regularly review training and development needs, before researching and sampling the best and most effective approach to achieve both the individuals' and businesses' goals, whether through apprenticeships, professional qualifications, professional membership courses, CPD or tailored content via private training providers.

Our training and development strategy includes:

- Annual apprenticeship (AAT) & graduate (ACA) in-take.

- Funded technical & professional training.

- Bespoke management programmes utilising external experts to deliver - Leadership Academy for aspiring leaders and the Ambition Academy for aspiring managers.

- TSDs (Training, Support & Development) - 1-2-1 mentoring across the business.

- Career ladders to provide steps to progress.

- Quarterly updates in each office for transparency about the business.

- Office engagement groups to drive the social calendar and local improvements.

- Lunch & learns for personal & wellbeing development.

- Biannual senior leadership team conference.

As part of our early careers programme, we have also created two new academies, Launch and Accelerate, that aim to provide our Accounts and Audit trainees with the toolkit to set out on their careers and professional studies.

Our team's feedback is incredibly important, which is why we regularly send out engagement surveys where they can provide open and honest feedback. For the past two years, we’ve been running pulse surveys three times a year, following Gallup’s approach of using a concise and consistent set of questions. This allows us to quickly gain meaningful insights into our team’s experiences and perspectives. As new offices join DJH, they are seamlessly onboarded into this framework, ensuring a consistent approach across the group. The insights gathered have directly shaped our round table working groups, which are now well established. From this work, senior leadership has identified six key improvement areas, providing a clear focus for enhancing our workplace culture and operations on an ongoing basis.

DJH TopCo Limited
Strategic report (continued)
For the year ended 31 March 2025
- 7 -
Clients - our partners in business

The group is proactive in communicating with clients on a regular basis using various communication methods in a range of ways from face-to-face meetings to social media campaigns.

We enhance our service through expert content and case studies supporting them on their business journey. The content is delivered through our website, newsletters, targeted email campaigns, social media and PR.

All clients have direct contacts in the group at either director or manager level (or both), becoming an extension of their team and their first point of contact.

Regulators – our guiding code and principals

We are regulated by the ICAEW and we work closely with them to ensure compliance with the various regulations we are bound by.

Suppliers – supporting our operation

The group operates a purchasing policy which is believed to be fair with our suppliers. We aim to pay invoices on time and conduct our interactions with suppliers in a professional manner.

Communities - at our heart

Supporting local communities is ingrained in our core values. As a team we’ve been able to make a real difference to the projects and causes close to our hearts over the years.

We have committed a total fund of £20,000 annually for our ‘Great Ideas Grant’ program. The team can apply for small one-off grants, to support local charitable causes, community groups, schools and sports teams with fundraising projects, one-off events or capital items such as materials, resources, equipment or kit. The money must be spent supporting the communities which operate and help with environment, education, physical health, mental health, social and community development.

We have recently introduced a new employee benefit whereby, in addition to their annual leave entitlement, all staff are granted one paid Volunteering Day each year to support a charitable cause of their choice. This initiative reflects our ongoing commitment to creating a positive impact both within our business and in the wider community.

Shareholders – our driving force

The board regularly engages with the majority shareholder, Tenzing Private Equity, and is building transparent and open communications through monthly board and project meetings in order to share relevant information with them. The group are very fortunate to be working with a supportive partner who are very much aligned in their vision and values.

Sustainability & Environment

New Era of business for People, Planet, Profit

Sustainability remains at the heart of our business, and we are proud to announce that we have successfully achieved B-Corp certification. This milestone reflects our holistic commitment to balancing people, planet, and profit across all aspects of our operations. Our certification validates the extensive improvements we've implemented during the last 2 years across governance, workers, community, environment, and clients.

Building on this achievement, we have maintained our carbon neutral status for the second year running, through our partnership with Carbon Neutral Britain. Working with specialist consultants, we continue to monitor our carbon footprint, implement meaningful reductions, and offset our remaining emissions. This dual approach of B-Corp certification and sustained carbon neutrality demonstrates our ongoing commitment to environmental responsibility and social impact, ensuring we leave the planet in a better state than we found it.

DJH TopCo Limited
Strategic report (continued)
For the year ended 31 March 2025
- 8 -

An exciting future together

To round up, our journey so far has been incredible! We couldn't ask for anything more. This is all thanks to everyone who's on the journey with us - our team, our clients, our suppliers and our investors.

In our pursuit beyond the numbers, we have big ideas and even bigger plans. We know exactly where we're going, and we can't wait to embark on the next stretch of our journey. Together, we will achieve great things.

On behalf of the board

Mr S D Heath
Director
24 September 2025
DJH TopCo Limited
Directors' report
For the year ended 31 March 2025
- 9 -

The directors present their annual report and the audited group financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company is that of an investment holding company. The principal activity of the group continued to be that of accountancy, audit and taxation services.

Results and dividends

The results for the year are set out on page 17.

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

Directors

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

Mr J R Beardmore
Mr S D Heath
Mr M A Reynolds
(Resigned 16 September 2024)
Ms M T S Lorrella
(Appointed 2 April 2024)
Mr M A Burgess
(Appointed 9 September 2024)
Mr M Nicholson
(Appointed 8 October 2024)
Mr N A Duffy
(Appointed 8 October 2024)
Directors' insurance

The group maintains insurance policies on behalf of all the directors against liability arising from negligence, breach of duty and breach of trust in relation to the group.

Financial instruments
Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group has a low risk with relation to interest on its financial instruments as the majority of the instruments are at a fixed rate of interest.

Foreign currency risk

The group does not transact in any currencies other than GBP and as such the foreign currency risk is trivial.

Credit risk

Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

DJH TopCo Limited
Directors' report (continued)
For the year ended 31 March 2025
- 10 -
Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Post reporting date events

The specifics of the business acquisitions we have completed after the balance sheet date are shown in detail in the Group Strategic Report, however, in summary:

- 1 April 2025 - DJH Holding Group Limited acquired (via a separate holding company) 81.8% of the share capital of McBrides Accountants.

- 4 April 2025 - DJH Estate Planning Limited acquired the trade and assets of the Private Wealth division of Beswicks Legal.

- 1 June 2025 - DJH Holding Group Limited acquired (via a separate holding company) 81.37% of the share capital of Nicklin Accountants.

- 2 July 2025 - DJH Holding Group Limited acquired (via a separate holding company) 75.8% of the share capital of MSD Advisory.

- 3 September 2025 - DJH Holding Group Limited acquired (via a separate holding company) 85% of the share capital of Haines Watts Liverpool, Wirral and Chester.

These transactions relating to the purchase of the equity of the businesses equated to a total consideration of £15.9m paid after the balance sheet date. An element of this was paid on completion, along with the issue of shares in the separate holding companies and a portion being deferred over future accounting periods.

Post year end additional borrowings of £11,865,000 were drawn down to fund the new acquisitions. The borrowings accrue interest at a rate between 5.25% - 6.25% above SONIA and are due for repayment six years from the draw down date.

Future developments

The group continues to invest in its team, technology, processes and expansion plans via both organic and acquisitive means.

Energy and carbon report

As DJH TopCo Limited is a large group, it is required to report on its emissions, energy consumption and energy efficiency by way of Streamlined Energy and Carbon Reporting in this Directors' report.

The group has consumed more than 40,000 kWh of energy in this reporting period, and it therefore does not qualify as a low energy user under these regulations.

However, no energy reporting information has been disclosed in these financial statements as the group has taken exemptions available in The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, Part 7A, Paragraph 20E which allows a group to exclude information for subsidiary companies that would not be required to report in their own right. All subsidiaries of DJH TopCo Limited are small or medium sized companies and so are not required to include energy reporting information in their own financial statements. On this basis, no information is required to be included in the group report.

DJH TopCo Limited
Directors' report (continued)
For the year ended 31 March 2025
- 11 -
Strategic Report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of discussion of engagement with employees, and the need to foster the company's business relationships with suppliers, clients and other stakeholders.

Statement of disclosure to auditor

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 auditor of the company 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 auditor of the company is aware of that information.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The directors are aware that the group has reported a loss during this period due to the reasons set out in the strategic report. However, for the reasons in the strategic report, the group continues to be cash generative and continues to meet its obligations as they fall due.

The group's loan notes, totalling £58,229,887, are due for repayment on 31 August 2031 and as such, the net liability position of the group at the period end does not represent the ability of the group to settle its liabilities as and when they fall due.

The group's bank loans, totalling £18,296,559, are due for repayment on 19 February 2031 and as such, the net liability position of the group at the period end does not represent the ability of the group to settle its liabilities as and when they fall due. The directors have considered projections for a period of at least 12 months from signing the financial statements to ensure the covenant requirements are complied with during the going concern period.

Therefore the directors consider it appropriate to prepare these financial statements on a going concern basis.

On behalf of the board
Mr S D Heath
Director
24 September 2025
DJH Topco Limited
DJH TopCo Limited
Directors' responsibilities statement
For the year ended 31 March 2025
- 12 -

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 group and company, 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;

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

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DJH Topco Limited
DJH TopCo Limited
Independent auditor's report
To the members of DJH Topco Limited
- 13 -
Opinion

We have audited the financial statements of DJH Topco Limited ('the company') and its subsidiaries ('the group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group 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 group's and the parent company's affairs as at 31 March 2025 and of the group's 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 group and parent 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 group's and 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 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.

DJH Topco Limited
DJH TopCo Limited
Independent auditor's report (continued)
To the members of DJH Topco Limited
- 14 -

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport 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 group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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 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; or

- the directors were not entitled to take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 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 group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

DJH Topco Limited
DJH TopCo Limited
Independent auditor's report (continued)
To the members of DJH Topco Limited
- 15 -
How the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;

- we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the group and company through discussions with the directors and other management at the planning stage;

- the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations; and

- we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group and company including the Companies Act 2006, employment legislation and tax legislation.

We assessed the extent of compliance with the laws and regulations identified above through:

- making enquiries of management;

- reviewing legal correspondence throughout the period for any potential litigation or claims; and

- considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- determined the susceptibility of the group and company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;

- reviewed journal entries throughout the year to identify unusual transactions and tested any large variances from the prior year;

- performed analytical procedures to identify any large, unusual or unexpected transactions;

- reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the group and company's management, particularly in relation to goodwill amortisation, deferred consideration valuation and recoverability of amounts recoverable on contracts;

- tested the occurrence of turnover by agreeing entries in the nominal ledger to invoices and engagement letters; and

- carried out substantive testing to check the occurrence and cut-off of expenditure.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- reviewing correspondence with the group and company’s legal advisors; and

- enquiring of management as to actual and potential litigation and claims.

Because of 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.

DJH Topco Limited
DJH TopCo Limited
Independent auditor's report (continued)
To the members of DJH Topco Limited
- 16 -

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 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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Claire Watkins (Senior Statutory Auditor)
For and on behalf of Buzzacott Audit LLP
26 September 2025
Statutory Auditor
130 Wood Street
London
EC2V 6DL
DJH TopCo Limited
Group statement of comprehensive income
For the year ended 31 March 2025
- 17 -
2025
2024
Notes
£
£
Turnover
3
38,083,293
24,983,850
Cost of sales
(22,178,990)
(13,431,152)
Gross profit
15,904,303
11,552,698
Administrative expenses
(18,019,174)
(12,994,613)
Other operating income
162,012
100,964
Operating loss
4
(1,952,859)
(1,340,951)
Interest receivable and similar income
8
32,248
880
Interest payable and similar expenses
9
(7,023,116)
(5,489,145)
Loss before taxation
(8,943,727)
(6,829,216)
Tax on loss
10
(571,260)
(226,137)
Loss for the financial year
25
(9,514,987)
(7,055,353)
Loss for the financial year is attributable to:
- Owners of the parent company
(9,549,475)
(7,055,353)
- Non-controlling interests
34,488
-
(9,514,987)
(7,055,353)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(9,549,475)
(7,055,353)
- Non-controlling interests
34,488
-
0
(9,514,987)
(7,055,353)

The group statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

There are no recognised gains and losses other than those passing through the group statement of comprehensive income.

The notes on pages 24 to 52 form part of these financial statements.

DJH TopCo Limited
Group statement of financial position
As at 31 March 2025
31 March 2025
- 18 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
46,431,262
47,216,580
Other intangible assets
11
8,532
4,892
Total intangible assets
46,439,794
47,221,472
Tangible assets
12
2,322,734
1,878,087
48,762,528
49,099,559
Current assets
Debtors
15
12,290,398
10,267,210
Cash at bank and in hand
9,000,173
2,349,984
21,290,571
12,617,194
Creditors: amounts falling due within one year
16
(8,409,937)
(17,335,453)
Net current assets/(liabilities)
12,880,634
(4,718,259)
Total assets less current liabilities
61,643,162
44,381,300
Creditors: amounts falling due after more than one year
17
(79,478,484)
(54,028,588)
Provisions for liabilities
Deferred tax liability
21
348,278
310,367
(348,278)
(310,367)
Net liabilities
(18,183,600)
(9,957,655)
Capital and reserves
Called up share capital
23
9,526
8,700
Share premium account
24
385,216
-
0
Profit and loss reserves
25
(19,515,830)
(9,966,355)
Equity attributable to owners of the parent company
(19,121,088)
(9,957,655)
Non-controlling interests
937,488
-
0
Total equity
(18,183,600)
(9,957,655)

The notes on pages 24 to 52 form part of these financial statements.

DJH TopCo Limited
Group statement of financial position (continued)
As at 31 March 2025
31 March 2025
- 19 -
The financial statements were approved by the board of directors and authorised for issue on 24 September 2025 and are signed on its behalf by:
24 September 2025
Mr S D Heath
Director
Company registration number 14383563 (England and Wales)
DJH TopCo Limited
Company statement of financial position
As at 31 March 2025
31 March 2025
- 20 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
302,016
-
0
302,016
-
0
Current assets
Debtors
15
92,965
8,974
Creditors: amounts falling due within one year
16
(50,000)
(50,000)
Net current assets/(liabilities)
42,965
(41,026)
Net assets/(liabilities)
344,981
(41,026)
Capital and reserves
Called up share capital
23
9,526
8,700
Share premium account
24
385,216
-
0
Profit and loss reserves
25
(49,761)
(49,726)
Total equity
344,981
(41,026)

The notes on pages 24 to 52 form part of these financial statements.

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £35 (2024 - £0 profit).

The financial statements were approved by the board of directors and authorised for issue on 24 September 2025 and are signed on its behalf by:
24 September 2025
Mr S D Heath
Director
Company registration number 14383563 (England and Wales)
DJH TopCo Limited
Group statement of changes in equity
For the year ended 31 March 2025
- 21 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 April 2023
8,600
-
0
(2,911,002)
(2,902,402)
-
(2,902,402)
Year ended 31 March 2024:
Loss and total comprehensive income
-
-
(7,055,353)
(7,055,353)
-
(7,055,353)
Issue of share capital
23
100
-
0
-
100
-
100
Balance at 31 March 2024
8,700
-
0
(9,966,355)
(9,957,655)
-
0
(9,957,655)
Year ended 31 March 2025:
Loss and total comprehensive income
-
-
(9,549,475)
(9,549,475)
34,488
(9,514,987)
Issue of share capital
23
826
385,216
-
386,042
-
386,042
Acquisition of subsidiary
-
-
-
-
903,000
903,000
Balance at 31 March 2025
9,526
385,216
(19,515,830)
(19,121,088)
937,488
(18,183,600)

The notes on pages 24 to 52 form part of these financial statements.

DJH Topco Limited
DJH TopCo Limited
Company statement of changes in equity
For the year ended 31 March 2025
- 22 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2023
8,600
-
0
(49,726)
(41,126)
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
-
-
0
Issue of share capital
23
100
-
0
-
100
Balance at 31 March 2024
8,700
-
0
(49,726)
(41,026)
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
(35)
(35)
Issue of share capital
23
826
385,216
-
386,042
Balance at 31 March 2025
9,526
385,216
(49,761)
344,981

The notes on pages 24 to 52 form part of these financial statements.

DJH Topco Limited
DJH TopCo Limited
Group statement of cash flows
For the year ended 31 March 2025
- 23 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
5,321,074
2,795,788
Income taxes paid
(1,051,646)
(522,949)
Net cash inflow from operating activities
4,269,428
2,272,839
Investing activities
Purchase of business
(2,365,938)
(5,865,460)
Purchase of intangible assets
(3,640)
(925)
Purchase of tangible fixed assets
(907,564)
(940,374)
Proceeds from disposal of tangible fixed assets
22,208
56,333
Interest received
32,248
880
Net cash used in investing activities
(3,222,686)
(6,749,546)
Financing activities
Proceeds from issue of shares
84,026
100
Repayment of borrowings
(14,109,350)
-
Proceeds from issue of loan notes
4,059,350
10,050,000
Repayment of deferred consideration
(2,426,871)
(3,981,758)
Drawdown/(repayment) of bank loans net of fees
18,278,024
(141,109)
Payment of finance leases obligations
(97,750)
(30,058)
Interest paid
(183,982)
(154,197)
Net cash generated from financing activities
5,603,447
5,742,978
Net increase in cash and cash equivalents
6,650,189
1,266,271
Cash and cash equivalents at beginning of year
2,349,984
1,083,713
Cash and cash equivalents at end of year
9,000,173
2,349,984

The notes on pages 24 to 52 form part of these financial statements.

DJH TopCo Limited
Notes to the group financial statements
For the year ended 31 March 2025
- 24 -
1
Accounting policies
Company information

DJH TopCo Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office and principal place of buisness is The Glades, Festival Way, Festival Park, Stoke on Trent, Staffordshire, ST1 5SQ.

The group consists of DJH TopCo Limited and all of its subsidiaries.

1.1
Accounting convention

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.

The preparation of the financial statements in compliance with FRS102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 2).

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies
(Continued)
- 25 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company DJH TopCo Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

DJH Audit Limited

The board of directors have carefully considered the basis of control and inclusion within the consolidation of DJH Audit Limited within these financial statements. The group only have voting rights which represent 49% of the rights in that company, with the remaining 51% held by a Director of DJH Audit Limited.

The underlying rights of the shares held by the third party are voting rights only, to enable the individual to properly and independently govern the audit regulated activities of the group, in accordance with ICAEW regulations. All equity and other rights vest completely with the group.

The board have carefully considered the accounting standard FRS102 and have identified three main reasons why inclusion of DJH Audit Limited is appropriate as follows -

- FRS102 paragraph 9.6A considers the parent and the undertaking being managed on a unified basis. The director who owns the 51% of the voting rights is also a director of other group companies and they work closely in aligning group policies and procedures. The group fully benefit from the equity rights in the shares held in DJH Audit Limited, and audit regulations permitting, the group is run strategically on a unified basis for the benefit of the group.

- All work undertaken by DJH Audit Limited is supplied to customers of the group, and all the team that deliver the work on behalf of DJH Audit Limited is supplied by group companies to DJH Audit Limited. Operationally the group is aligned and DJH Audit Limited is an integral part of the combined group.

- The group has a call option over the shares held by the third party individual, to the extent that the group can replace the voting right shareholder with another individual who has the appropriate audit qualification. The board has considered the call option in light of FRS102 para 9.5(c), which refers to the power to appoint or remove the board of Directors of DJH Audit Limited. The board acknowledge that it can not control more than 49% of the voting rights of DJH Audit Limited due to the restrictions in the articles of DJH Audit Limited, which enable audit regulated activities to be controlled by an individual who possesses the appropriate audit qualification.

On the basis of the above, the board believe that the full consolidation of DJH Audit Limited is required in order to show a true and fair view of the group as a whole.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies
(Continued)
- 26 -

DJH Estate Planning Limited

The board of directors have carefully considered the basis of control and inclusion within the consolidation of DJH Estate Planning Limited within these financial statements. The group only have voting rights which represent 9.9% of the rights in that company, with the remaining 90.1% held by a Director of DJH Estate Planning Limited.

The underlying rights of the shares held by the third party are voting rights only, to enable the individual to properly and independently govern the probate regulated activities of the group, in accordance with ICAEW regulations. All equity and other rights vest completely with the group.

The board have carefully considered the accounting standard FRS102 and have identified three main reasons why inclusion of DJH Estate Planning Limited is appropriate as follows -

- FRS102 paragraph 9.6A considers the parent and the undertaking being managed on a unified basis. The director who owns the 99.1% of the voting rights is also a director of other group companies and they work closely in aligning group policies and procedures. The group fully benefit from the equity rights in the shares held in DJH Estate Planning Limited, and audit regulations permitting, the group is run strategically on a unified basis for the benefit of the group.

- A majority of the work undertaken by DJH Estate Planning Limited is supplied to customers of the group, and some the team that deliver the work on behalf of DJH Estate Planning Limited is supplied by group companies to DJH Estate Planning Limited. Operationally the group is aligned and DJH Estate Planning Limited is an integral part of the combined group.

- The group has a call option over the shares held by the third party individual, to the extent that the group can replace the voting right shareholder with another individual who has the appropriate probate qualification. The board has considered the call option in light of FRS102 para 9.5(c), which refers to the power to appoint or remove the board of Directors of DJH Estate Planning Limited. The board acknowledge that it can not control more than 9.9% of the voting rights of DJH Estate Planning Limited due to the restrictions in the articles of DJH Estate Planning Limited, which enable probate regulated activities to be controlled by an individual who possesses the appropriate probate qualification.

On the basis of the above, the board believe that the full consolidation of DJH Estate Planning Limited is required in order to show a true and fair view of the group as a whole.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies
(Continued)
- 27 -
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The directors are aware that the group has reported a loss during this period due to the reasons set out in the strategic report. However, for the reasons in the strategic report, the group continues to be cash generative and continues to meet it's obligations as they fall due. The directors acknowledge that the balance sheet currently shows net liabilities but this is attributable to the loan notes mentioned in the paragraph above. The loan notes being refinanced are due he investor shareholders in the company and as such, are not being called upon for repayments.

The group's loan notes, totalling £58,229,887, are due for repayment on 31 August 2031 and as such, the net liability position of the group at the period end does not represent the ability of the group to settle its liabilities as and when they fall due.

The group's bank loans, totalling £18,296,559, are due for repayment on 19 February 2031 and as such, the net liability position of the group at the period end does not represent the ability of the group to settle its liabilities as and when they fall due. The directors have considered projections for a period of at least 12 months from signing the financial statements to ensure the covenant requirements are complied with during the going concern period.

Therefore the directors consider it appropriate to prepare these financial statements on a going concern basis.

1.5
Turnover

Turnover represents net invoiced fees for the provision of accountancy, taxation and other professional services and is derived from the ordinary activities of the company and stated net of value added tax.

Revenue is earned from the provision of accountancy, taxation and other professional services under a variety of contracts. R evenu e is recognised as earned when, and to the extent that, the company obtains a right to consideration in exchange for its performance under these contracts. It is measured at the fair value of the right to consideration, which represents amounts chargeable to clients excluding value added tax.

In general revenue is recognised as contract activity progresses. For incomplete contracts, revenue reflects the partial performance of the contractual obligations. For such contracts the amount of revenue reflects the accrual of the right to consideration, by reference to the value and completeness of the work performed.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies
(Continued)
- 28 -
1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Trademarks
5 years straight line from when the asset is used by the business
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
10 years straight line
Plant and equipment
4 years straight line
Fixtures and fittings
8 years straight line and 20% reducing balance
Computers
3 years straight line and 25% reducing balance
Motor vehicles
4 years straight line

The gain or loss 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 recognised in the income statement.

1.9
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

1.11
Cash and cash equivalents

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.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies
(Continued)
- 29 -
1.12
Financial instruments

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Basic financial assets

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 m ethod 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.

Other financial assets

Other financial assets, including amounts recoverable on contracts are measured based on work performed against the contract by the business and reviewed for impairment on a regular basis. See note 2 for further information around these estimates.

Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Classification of financial liabilities

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 group after deducting all of its liabilities.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies
(Continued)
- 30 -
Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, 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 paymen ts 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Compound instruments

The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. Where applicable, t his is recognised and included in equity net of income tax effects and is not subsequently remeasured. During the year, the group issued a compound instrument and considers that the fair value of the instrument is wholly represented as a liability when compared to other non-convertible instruments and accordingly the entire instrument has been classified as a liability. Following the year end they were in the process of being refinanced as the date of this report.

1.14
Equity instruments

Equity instruments issued by the group 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 group.

1.15
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies
(Continued)
- 31 -
Deferred tax

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.

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 income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

1.16
Employee benefits

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.

1.17
Retirement benefits

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

1.18
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the c ompany as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies
(Continued)
- 32 -
1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.20

Audit exemption of subsidiaries

The following subsidiaries are exempt from the requirements of the UK Companies Act 2006 relating to the audit of individual accounts by virtue of s479A of the Act.

Name Registered Number

DJH Midco Limited 14383752

The Great Things Together Group Limited 14384374

DJH Holding Group Limited 13871316

Capital Allowance Review Service Limited 08737153

DJH Walsall Limited 04646657

DJH Leeds Limited 05794139

DJH Manchester Limited 03413916

DJH Business Advisers Limited 03451690

DJH Chester Limited 07531287

DJH People & HR Limited 10246273

DTE Business Advisers Group Ltd 07945270

DJH Bury Ltd 04202581

DJH Payroll and Tax Centre Ltd 02506635

Revell Ward Holdings Ltd 11203985

DJH Huddersfield Ltd 06503375

DJH Nantwich Ltd 06022868

Lyon Griffiths (Audit and Accounting) Ltd 10474783

DJH Derby Topco Ltd 15726609

Ash 170 Ltd 10886885

Ashgates Group Ltd 08935906

Ashgates Corporate Services Ltd 04550749

Ashgates LLP OC414594

DJH IT Topco Ltd 15726614

Ashgates IT Ltd 10647697

The outstanding liabilities at 3 1 March 202 5 of the above named subsidiaries have been guaranteed by the Company pursuant to s479A to s479C of the Act.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 33 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Key sources of estimation uncertainty

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.

Useful economic life of goodwill

In October 2022 a significant business combination occurred on which significant goodwill was recognised. The useful economic life of this goodwill has been considered by the directors and in their judgement an estimate of 10 years is considered to be reasonable. The directors have also adopted this policy for all acquisitions made during the year.

The directors believe that medium to long term client relationships, a strong technology roadmap and ongoing client regulatory and advisory requirements to support this longer term view.

Amounts recoverable on contracts

Amounts recoverable on contracts represent the recoverable time costs of incomplete matters at the year end, including any profit element, excluding any matters where the right to consideration is contingent and the contingency has not been fulfilled at the balance sheet date. Included within amounts recoverable on contracts is £299,605 (2024 - £228,767) relating to contingent fees. The directors have assessed the valuation based on the probability of a successful outcome, the firm’s history of similar matters and the stage of completion of each matter.

Deferred consideration

The directors have assessed the present value of deferred consideration by discounting the future cash outflows using an interest rate that the group would obtain from a lender for a similar debt instrument. In assessing the appropriate market rate of interest, the directors have considered the value and maturity of the deferred consideration and the terms of the existing loan facilities. The unwinding of the deferred consideration has been recognised in finance costs. Furthermore, where deferred consideration is contingent on future results, the directors have considered the probability of meeting the targets set out in the share purchase agreement.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Professional services
38,083,293
24,983,850
2025
2024
£
£
Other revenue
Interest income
32,248
880
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
3
Turnover and other revenue
(Continued)
- 34 -

The group does generate income from overseas but the amount is insignificant and not disclosed.

4
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging:
Exchange losses
10
-
Depreciation of owned tangible fixed assets
520,986
408,741
Depreciation of tangible fixed assets held under finance leases
45,141
75,359
Loss on disposal of tangible fixed assets
23,667
27,459
Amortisation of intangible assets
5,836,528
4,989,421
Share-based payments
343,695
-
Operating lease charges
1,214,595
866,521
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
65,000
57,500
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Fee earning
420
355
-
-
Administration
59
56
-
-
Group Support
35
30
-
-
Directors
5
3
-
-
Total
519
444
0
0
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
6
Employees
(Continued)
- 35 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
21,884,021
13,489,790
-
0
-
0
Social security costs
1,997,507
1,307,660
-
-
Pension costs
1,147,703
852,378
-
0
-
0
25,029,231
15,649,828
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
370,845
197,235
Company pension contributions to defined contribution schemes
109,447
146,272
480,292
343,507

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
184,148
100,235
Company pension contributions to defined contribution schemes
35,000
123,658

Key management includes the directors therefore the compensation paid or payable to key management for employee services is shown above.

8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
32,248
880
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 36 -
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
3,849
6,287
Other interest on financial liabilities
6,558,450
5,334,948
Interest on finance leases and hire purchase contracts
3,385
7,696
Finance costs for financial instruments measured at fair value through profit or loss
262,150
136,536
Other interest
195,282
3,678
Total finance costs
7,023,116
5,489,145
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
551,437
344,021
Adjustments in respect of prior periods
(4,309)
(134,403)
Total current tax
547,128
209,618
Deferred tax
Origination and reversal of timing differences
24,132
16,519
Total tax charge
571,260
226,137

The actual 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:

2025
2024
£
£
Loss before taxation
(8,943,727)
(6,829,216)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(2,235,932)
(1,707,304)
Tax effect of expenses that are not deductible in determining taxable profit
2,749,891
2,090,187
Over provided in prior years
(4,309)
(134,403)
Deferred tax adjustments in respect of prior years
61,610
(22,343)
Taxation charge
571,260
226,137
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 37 -
11
Intangible fixed assets
Group
Goodwill
Trademarks
Total
£
£
£
Cost
At 1 April 2024
54,038,119
4,892
54,043,011
Additions
-
0
3,640
3,640
Additions - business combinations
5,051,210
-
0
5,051,210
At 31 March 2025
59,089,329
8,532
59,097,861
Amortisation and impairment
At 1 April 2024
6,821,539
-
0
6,821,539
Amortisation charged for the year
5,836,528
-
0
5,836,528
At 31 March 2025
12,658,067
-
0
12,658,067
Carrying amount
At 31 March 2025
46,431,262
8,532
46,439,794
At 31 March 2024
47,216,580
4,892
47,221,472
The company had no intangible fixed assets at 31 March 2025 or 31 March 2024.
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 38 -
12
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 April 2024
1,096,493
195,287
1,126,296
1,560,635
139,910
4,118,621
Additions
433,420
97,996
67,658
308,490
-
0
907,564
Business combinations
-
0
-
0
128,740
235,368
-
0
364,108
Disposals
(154)
-
0
(4,447)
(187,404)
(38,225)
(230,230)
At 31 March 2025
1,529,759
293,283
1,318,247
1,917,089
101,685
5,160,063
Depreciation and impairment
At 1 April 2024
351,970
77,698
559,829
1,195,385
55,652
2,240,534
Depreciation charged in the year
107,193
48,687
126,743
259,957
23,547
566,127
Eliminated in respect of disposals
-
0
-
0
(3,278)
(161,964)
(19,112)
(184,354)
Business combinations
-
0
-
0
64,146
150,876
-
0
215,022
At 31 March 2025
459,163
126,385
747,440
1,444,254
60,087
2,837,329
Carrying amount
At 31 March 2025
1,070,596
166,898
570,807
472,835
41,598
2,322,734
At 31 March 2024
744,523
117,589
566,467
365,250
84,258
1,878,087
The company had no tangible fixed assets at 31 March 2025 or 31 March 2024.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Fixtures and fittings
2,869
3,826
-
0
-
0
Motor vehicles
19,476
54,757
-
0
-
0
Computers
4,613
32,629
-
0
-
0
26,958
91,212
-
-
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 39 -
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
302,016
-
0
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
-
Additions
302,016
At 31 March 2025
302,016
Carrying amount
At 31 March 2025
302,016
At 31 March 2024
-
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 40 -
14
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
DJH MidCo Limited
The Glades, Festival Way, Festival Park, Stoke-on-Trent, ST1 5SQ, UK
Sub-holding ompany
Ordinary shares
100.00
-
DJH Business Advisers Limited
The Glades, Festival Way, Festival Park, Stoke-on-Trent, ST1 5SQ, UK
Full accountancy service provider
Ordinary shares
0
100.00
DJH Audit Limited
The Glades, Festival Way, Festival Park, Stoke-on-Trent, ST1 5SQ, UK
Audit company
Ordinary shares
0
100.00
DJH Holding Group Limited
The Glades, Festival Way, Festival Park, Stoke-on-Trent, ST1 5SQ, UK
Sub-holding company
Ordinary shares
0
100.00
DJH Manchester Limited
2nd Floor St George's House, 56 Peter Street, Manchester, M2 3NQ, UK
Full accountancy service provider
Ordinary shares
0
100.00
DJH Walsall Limited
Unit 4, Wharf Approach, Walsall, WS9 8BX
Full accountancy service provider
Ordinary shares
0
100.00
DJH Chester Limited
Chester House, Lloyd Drive, Cheshire Oaks Business Park, Ellesmere Port, CH65 9HQ, UK
Full accountancy service provider
Ordinary shares
0
100.00
DJH Leeds Limited
1 Victoria Court, Bank Squre, Morley, Leeds, West Yorkshire, LS27 9SE, UK
Full accountancy service provider
Ordinary shares
0
100.00
Capital Allowance Review Service Limited
Lake View, Festival Way, Festival Park, Stoke-on-Trent, ST1 5BJ
Tax advisory
Ordinary shares
0
100.00
The Great Things Together Group Limited
The Glades, Festival Way, Festival Park, Stoke-on-Trent, ST1 5SQ, UK
Group management services company
Ordinary shares
0
100.00
Revell Ward Holdings Limited
Bates Mill, Colne Road, Huddersfield, West Yorkshire, HD1 3AG
Sub-holding ompany
Ordinary shares
0
100.00
DJH Huddersfield Limited
Bates Mill, Colne Road, Huddersfield, West Yorkshire, HD1 3AG
Full accountancy service provider
Ordinary shares
0
100.00
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
14
Subsidiaries
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 41 -
DJH Estate Planning Limited
The Glades, Festival Way, Festival Park, Stoke-on-Trent, ST1 5SQ, UK
Probate, trustee and attorneyships
Ordinary shares
0
100.00
DJH Nantwich Limited
17 Alvaston Business Park, Middlewich Road, Nantwich, Cheshire, CW5 6PF
Full accountancy service provider
Ordinary shares
0
100.00
Lyon Griffiths (Audit and Accounting) Limited
17 Alvaston Business Park, Middlewich Road, Nantwich, Cheshire, CW5 6PF
Dormant
Ordinary shares
0
100.00
DJH People & HR Limited
The Glades, Festival Way, Festival Park, Stoke-on-Trent, ST1 5SQ, UK
HR advisery services
Ordinary shares
0
100.00
DTE Business Advisers Group Limited
The Exchange, 5 Bank Street, Bury, BL9 0DN
Sub-holding company
Ordinary shares
0
100.00
DJH Business Advisers Limited
The Exchange, 5 Bank Street, Bury, BL9 0DN
Full accountancy service provider
Ordinary shares
0
100.00
DJH Payroll and Tax Centre Limited
The Exchange, 5 Bank Street, Bury, BL9 0DN
Payroll and taxation services
Ordinary shares
0
100.00
DJH Derby Topco Limited
The Glades, Festival Way, Festival Park, Stoke-on-Trent, ST1 5SQ, UK
Sub-holding company
Ordnary
0
81.60
Ash 170 Limited
5 Prospect Place, Millennium Way, Pride Park, Derby, DE24 8HG
Sub-holding company
Ordinary
0
81.60
Ashgates Group Limited
5 Prospect Place, Millennium Way, Pride Park, Derby, DE24 8HG
Sub-holding company
Ordinary
0
81.60
Ashgates Corporate Services Limited
5 Prospect Place, Millennium Way, Pride Park, Derby, DE24 8HG
Full accountancy service provider
Ordinary
0
81.60
Ashgates LLP
5 Prospect Place, Millennium Way, Pride Park, Derby, DE24 8HG
Full accountancy service provider
Ordinary
0
81.60
DJH IT Topco Limited
The Glades, Festival Way, Festival Park, Stoke-on-Trent, ST1 5SQ, UK
Full accountancy service provider
Ordinary
0
82.80
Ashgates IT Limited
5 Prospect Place, Millennium Way, Pride Park, Derby, DE24 8HG
Information consultancy services
Ordinary
0
82.80
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
14
Subsidiaries
(Continued)
- 42 -

The majority voting rights of DJH Audit Limited & DJH Estate Planning Limited are held by a third party (in order to satisfy ICAEW audit / probate requirements) but all economic rights of the shares are held by the company and as such the company is shown as a 100% subsidiary of the company. Please refer to note 1.4 and 1.5 regarding the basis of consolidation.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 43 -
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
8,527,358
6,561,588
-
0
-
0
Amounts owed by group undertakings
-
-
92,965
8,974
Other debtors
181,701
41,277
-
0
-
0
Prepayments and accrued income
3,581,339
3,664,345
-
0
-
0
12,290,398
10,267,210
92,965
8,974
Amounts recoverable on contracts (included in prepayments and accrued income) can be analysed as follows:
Group
Company
2025
2024
2025
2024
£
£
£
£
Gross amount recoverable on contracts
4,686,939
4,361,496
-
-
Provisions against gross amounts
(919,633)
(926,540)
-
-
Billed on account of active engagements
(1,300,304)
(809,361)
-
-
Total amounts recoverable on contracts
2,467,002
2,625,595
-
-
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Convertible loans
20
-
0
10,564,352
-
0
-
0
Obligations under finance leases
19
10,723
84,404
-
0
-
0
Trade creditors
753,167
719,707
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
50,000
50,000
Corporation tax payable
556,600
657,518
-
0
-
0
Other taxation and social security
2,597,858
1,895,568
-
-
Other creditors
2,613,975
2,465,652
-
0
-
0
Accruals and deferred income
1,877,614
948,252
-
0
-
0
8,409,937
17,335,453
50,000
50,000

Included in other creditors is a balance of £2,454,757 (2024 - £2,280,203) which relates to the deferred consideration on the acquisition of subsidiaries.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 44 -
17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
18
18,296,559
-
0
-
0
-
0
Obligations under finance leases
19
25,227
49,298
-
0
-
0
Other borrowings
18
58,229,887
51,157,086
-
0
-
0
Other creditors
2,926,811
2,822,204
-
0
-
0
79,478,484
54,028,588
-
-

Included in other creditors is a balance of £2,926,811 (2024 - £2,822,204) which relates to the deferred consideration on the acquisition of subsidiaries.

Amounts included above which fall due after five years are as follows:
Payable other than by instalments
76,526,446
-
-
-
18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans net of arrangement fees
18,296,559
-
0
-
0
-
0
Other loans
58,229,887
51,157,086
-
0
-
0
76,526,446
51,157,086
-
-
Payable after one year
76,526,446
51,157,086
-
0
-
0

Bank loans are guaranteed over the assets of the group. The loan accrues interest at a rate of 5.25% - 6.25% above SONIA and are due for repayment on 19 February 2031.

The other loans are secured by a debenture over the assets of The Great Things Together Group Limited. The loans accrue interest at a rate of 10% compounded quarterly and are due for repayment (along with accrued interest) on 31 August 2031.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 45 -
19
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
10,723
84,404
-
0
-
0
In two to five years
25,227
49,298
-
0
-
0
35,950
133,702
-
-

The finance leases (hire purchase agreements) are secured against the asset to which they relate.

20
Convertible loan notes
Group
Company
2025
2024
2025
2024
£
£
£
£
Liability component of convertible loan notes
-
10,564,352
-
-

The convertible loan notes were issued at an issue price of £1 per note. The notes are convertible into ordinary shares of the company if the loan notes are not redeemed by 30 September 2024. The conversion price is at a 0% premium to the share price of the ordinary shares at the date the convertible loan notes were issued.

If the notes have not been converted, they will be redeemed on 30 September 2024 at par. Interest of 10% will be accrued quarterly and paid on the redemption date.

The interest expensed for the year is calculated by applying an effective interest rate of 10% to the liability of the loan notes.

The convertible loan notes were extended to 28 February 2025 and then was subsequently repaid on 19 February 2025.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 46 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
481,008
424,030
Tax losses
(1,877)
(101,163)
Other timing differences
(130,853)
(12,500)
348,278
310,367
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 April 2024
310,367
-
Charge to profit or loss
37,911
-
Liability at 31 March 2025
348,278
-

T he deferred tax liability set out above is expected to reverse after 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

In the above table, other relates to the acquisition of subsidiaries in the period.

22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,147,703
852,378

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 47 -
23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 1p each
501,000
501,000
5,010
5,010
B Ordinary of 1p each
274,000
274,000
2,740
2,740
C1 Ordinary of 1p each
120,000
95,000
1,200
950
D1 Ordinary of 1p each
57,600
-
576
-
952,600
870,000
9,526
8,700

A Ordinary shares are entitled to one vote per share, are entitled to dividends and the distribution of capital. A Ordinary shares have preferential voting rights should certain event occur.

B Ordinary shares are entitled to one vote per share, are entitled to dividends and the distribution of capital.

C1 Ordinary shares are not entitled to vote, are entitled to dividends and the distribution of capital.

D1 Ordinary shares are not entitled to vote, are entitled to dividends and the distribution of capital.

24
Share premium account
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
-
0
-
0
-
0
-
0
Issue of new shares
385,216
-
385,216
-
At the end of the year
385,216
-
0
385,216
-
0
25
Profit and loss reserves
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
(9,966,355)
(2,911,002)
(49,726)
(49,726)
Loss for the year
(9,549,475)
(7,055,353)
(35)
-
0
At the end of the year
(19,515,830)
(9,966,355)
(49,761)
(49,726)
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 48 -
26
Acquisition of a business

On 1 July 2024 the group acquired the business of Ashgates.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
149,084
-
149,084
Trade and other receivables
1,899,016
-
1,899,016
Cash and cash equivalents
489,333
-
489,333
Trade and other payables
(456,823)
-
(456,823)
Tax liabilities
(915,884)
-
(915,884)
Deferred tax
(13,779)
-
(13,779)
Total identifiable net assets
1,150,947
-
1,150,947
Goodwill
5,051,210
Total consideration
6,202,157
The consideration was satisfied by:
£
Cash
2,855,271
Issue of shares
903,000
Deferred consideration
2,443,886
6,202,157
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
4,586,511
Profit after tax
588,516
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 49 -
27
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
761,878
750,842
-
-
Between two and five years
1,437,041
1,443,545
-
-
In over five years
40,781
188,904
-
-
2,239,700
2,383,291
-
-
28
Events after the reporting date

On 1 April 2025, DJH Holding Group Limited acquired (via a separate holding company) a majority interest in McBrides Accountants.

On 4 April 2025, DJH Estate Planning Limited acquired the trade and assets of the Private Wealth division of Beswicks Legal.

On 1 June 2025, DJH Holding Group Limited acquired (via a separate holding company) a majority interest in Nicklin Accountants.

On 2 July 2025, DJH Holding Group Limited acquired (via a separate holding company) a majority interest in MSD Advisory.

On 3 September 2025, DJH Holding Group Limited acquired (via separate holding company) a majority interest in Haines Watts - Liverpool, Wirral and Chester, who became DJH Liverpool Limited and DJH Wirral and Chester Limited upon completion.

These transactions relating to the purchase of the equity of the businesses equated to a total consideration of £15.9m paid after the balance sheet date. An element of this was paid on completion, along with the issue of shares in the separate holding companies and a portion being deferred over future accounting periods.

Post year end additional borrowings of £11,865,000 were drawn down to fund the new acquisitions. The borrowings accrue interest at a rate between 5.25% - 6.25% above SONIA and are due for repayment six years from the draw down date.

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 50 -
29
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties that impacted the group statement of comprehensive income:

Sales
Sales
Purchases
Purchases
2025
2024
2025
2024
£
£
£
£
Group
Other related parties
32,386
31,481
226,830
115,276
Leasing of real estate
Management charge income
2025
2024
2025
2024
£
£
£
£
Group
Other related parties
399,133
310,003
47,496
76,361

Other related parties relates to directors of the group (and it's subsidiaries) or entities controlled by directors of the group (and it's subsidiaries).

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
2024
£
£
Group
Other related parties
205,134
107,030

Other related parties relates to directors of the group (and it's subsidiaries) or entities controlled by directors of the group (and it's subsidiaries).

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
2024
Balance
Balance
£
£
Group
Other related parties
-
1,766

Other related parties relates to directors of the group (and it's subsidiaries) or entities controlled by directors of the group (and it's subsidiaries).

DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
29
Related party transactions
(Continued)
- 51 -
Other information

During the year a director purchased 20,000 C1 shares with a value of £83,400. At the year end the director owed £63,400.

At the year end, the investor was owed £0 (2024 - £10,564,352) in convertible loan notes including accrued interest and £38,266,197 in loan notes (2024 - £33,070,581) including accrued interest. Certain Directors and employees were owed £19,963,691 (2024 - £18,086,505) including accrued interest.

30
Controlling party

The group is controlled by Tenzing Private Equity LLP, which is a limited liability partnership which manages the investments of Tenzing Private Equity II LP. There is no one investor of Tenzing Private Equity II LP which owns over 10% of the fund.

31
Cash generated from group operations
2025
2024
£
£
Loss after taxation
(9,514,987)
(7,055,353)
Adjustments for:
Taxation charged
571,260
226,137
Finance costs
7,023,116
5,489,145
Investment income
(32,248)
(880)
Loss on disposal of tangible fixed assets
23,667
27,459
Amortisation and impairment of intangible assets
5,836,528
4,989,421
Depreciation and impairment of tangible fixed assets
566,127
484,100
Equity settled share based payment expense
385,216
-
Movements in working capital:
Increase in debtors
(231,438)
(1,512,406)
Increase in creditors
693,833
148,165
Cash generated from operations
5,321,074
2,795,788
DJH TopCo Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
- 52 -
32
Analysis of changes in net debt - group
1 April 2024
Cash flows
New loans
Other non-cash changes
31 March 2025
£
£
£
£
£
Cash at bank and in hand
2,349,984
6,650,189
-
-
9,000,173
Borrowings excluding overdrafts
(51,157,086)
938,442
(19,235,000)
(7,072,802)
(76,526,446)
Obligations under finance leases
(133,702)
97,752
-
(35,950)
Convertible loan notes
(10,564,352)
14,109,350
(4,059,350)
514,352
-
(59,505,156)
21,795,733
(23,294,350)
(6,558,450)
(67,562,223)
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