ACCOUNTS - Final Accounts

Registered number: 05159944

CROMWELL (2003) LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

CROMWELL (2003) LIMITED

COMPANY INFORMATION

Directors	D C Bradley MRICS
	J P Hallam MBA MSc MA (Oxon)


Registered number	05159944


Registered office	4 The Deans
	Bridge Road
	Bagshot
	Surrey
	GU19 5AT


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditors
	3 Brook Business Centre
	Cowley Mill Road
	Uxbridge
	Middlesex
	UB8 2FX

CROMWELL (2003) LIMITED

CONTENTS

	Page
Directors' report	1 - 2
Independent auditors' report	3 - 7
Statement of comprehensive income	8
Statement of financial position	9
Notes to the financial statements	10 - 12

CROMWELL (2003) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

D C Bradley MRICS

J P Hallam MBA MSc MA (Oxon)

M S Hastings FCCA (resigned 31 December 2024)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

Page 1

CROMWELL (2003) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 9 December 2025 and signed on its behalf.

D C Bradley MRICS

Director

Page 2

CROMWELL (2003) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROMWELL (2003) LIMITED

Opinion

We have audited the financial statements of Cromwell (2003) Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of comprehensive income, the Statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its result 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 3

CROMWELL (2003) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROMWELL (2003) LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.

Page 4

CROMWELL (2003) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROMWELL (2003) LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 law and regulations, was as follows:

∙The engagement partner 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 identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector;

∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows:

i) Companies Act 2006.
ii) FRS 102.

∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and reviewing supporting evidence where applicable; and

∙Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of noncompliance throughout the audit.

Page 5

CROMWELL (2003) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROMWELL (2003) LIMITED (CONTINUED)

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

∙Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;

∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

∙Reviewing the financial statements and testing the disclosures against supporting documentation;

∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

∙Inspecting and testing journal entries to identify unusual or unexpected transactions;

∙Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias; and

∙Investigating the rationale behind significiant transactions, or transactions that are unusual or outside the company's usual course of business.

The areas that we identified as being susceptible to misstatement through fraud were:

∙Management bias in the estimates and judgements made;

∙Management override of controls; and

∙Posting of unusual journals or transactions.

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 for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Page 6

CROMWELL (2003) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROMWELL (2003) LIMITED (CONTINUED)

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 Auditors' 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.

Qasim Mehdi (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants & Statutory Auditors

3 Brook Business Centre

Cowley Mill Road

Uxbridge

Middlesex

UB8 2FX

10 December 2025

Page 7

CROMWELL (2003) LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

	2025	2024
	£	£


Investment income	-	199,259
Profit before tax	-	199,259
Profit for the financial year	-	199,259

Total comprehensive income for the year

199,259

The notes on pages 10 to 12 form part of these financial statements.

Page 8

CROMWELL (2003) LIMITED

REGISTERED NUMBER: 05159944

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

	2025	2024
Note	£	£

Fixed assets
Investments	6	99,206	99,206
		99,206	99,206
Current assets
Debtors: amounts falling due within one year	7	1,422,879	2,035,379
		1,422,879	2,035,379
Total assets less current liabilities		1,522,085	2,134,585

Net assets		1,522,085	2,134,585

Capital and reserves
Called up share capital	8	100,000	100,000
Profit and loss account		1,422,085	2,034,585
		1,522,085	2,134,585

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 December 2025.

D C Bradley MRICS

Director

The notes on pages 10 to 12 form part of these financial statements.

Page 9

CROMWELL (2003) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Cromwell (2003) Limited is a company limited by shares, incorporated in England and Wales. The address of the registered office is 4 The Deans, Bridge Road, Bagshot, Surrey, GU19 5AT.

The company is a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The company is a parent undertaking of a small group and as such it is not required by the Companies Act 2006 to prepare group accounts. These financial statements therefore present information about the company as an individual undertaking and not about its group.

The following principal accounting policies have been applied:

2.2

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.3

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.4

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties and loans to and from related parties.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

2.5

Debtors

2.6

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 10

CROMWELL (2003) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Employees

The average monthly number of employees, including directors, during the year was 3 (2024 - 3).

4.	Directors' remuneration
	During the year, no director received any emoluments (2024 - £Nil).

5.	Dividends
		2025	2024
		£	£

	Dividends paid	612,500	200,000
		612,500	200,000

6.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost
	At 1 April 2024	99,206
	At 31 March 2025	99,206

	Net book value
	At 31 March 2025	99,206
	At 31 March 2024	99,206

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	1,422,879	2,035,379
	1,422,879	2,035,379

Page 11

CROMWELL (2003) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

8.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

99,000 Ordinary A shares of £1 each	99,000	99,000
1,000 Ordinary B shares of £1 each	1,000	1,000

	100,000	100,000

The A Ordinary shares rank pari passu with the B Ordinary shares except as stated below.

The holders of the A Ordinary shares are entitled to a specified dividend. On a return of capital the holders of the A Ordinary shares are entitled to the prior return of £17m plus any unpaid dividends. The remainder of the capital accrues to the holders of the B Ordinary shares.

9.	Related party transactions
	The company has taken advantage of the exemption from disclosing transactions with other group companies under FRS 102 on the grounds that they are wholly owned.

10.	Ultimate parent undertaking and controlling party

The immediate and ultimate parent undertaking is Cromwell Holdings Limited, a company incorporated in England and Wales, the address of the registered office is 4 The Deans, Bridge Road, Bagshot, Surrey, GU19 5AT. The ultimate controlling party is Mr J P Hallam, director, who holds the majority of the Ordinary shares, as a class, in Cromwell Holdings Limited.

Consolidated accounts for Cromwell Holdings Limited are available at Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ. This is the only company in the group which prepares consolidated accounts.

Page 12