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.
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.
Throughout the last year, and continuing into this year, more like-minded businesses have joined DJH as we completed – 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.
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.
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.
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.
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.
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.
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
The directors present their annual report and the audited group financial statements for the year ended 31 March 2025.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
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.
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.
The group does not transact in any currencies other than GBP and as such the foreign currency risk is trivial.
Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
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.
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.
The group continues to invest in its team, technology, processes and expansion plans via both organic and acquisitive means.
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.
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.
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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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:
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.
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.
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.
The notes on pages 24 to 52 form part of these financial statements.
The notes on pages 24 to 52 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £35 (2024 - £0 profit).
The notes on pages 24 to 52 form part of these financial statements.
The notes on pages 24 to 52 form part of these financial statements.
The notes on pages 24 to 52 form part of these financial statements.
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.
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 amounts 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.
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 group.
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 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.
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.
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. Revenue 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.
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.
In 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.
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.
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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
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.
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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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, this 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.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 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.
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.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 company 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.
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 leased asset are consumed.
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 31 March 2025 of the above named subsidiaries have been guaranteed by the Company pursuant to s479A to s479C of the Act.
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.
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.
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 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.
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.
The group does generate income from overseas but the amount is insignificant and not disclosed.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 2).
Key management includes the directors therefore the compensation paid or payable to key management for employee services is shown above.
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:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Details of the company's subsidiaries at 31 March 2025 are as follows:
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.
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.
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.
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.
The finance leases (hire purchase agreements) are secured against the asset to which they relate.
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.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The 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.
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.
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.
On 1 July 2024 the group acquired the business of Ashgates.
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:
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.
During the year the group entered into the following transactions with related parties that impacted the group statement of comprehensive income:
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:
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:
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).
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.