The directors present the strategic report for the year ended 31 March 2025.

The strategic report contains a review of the financial year in question, the principal risks and uncertainties facing the business, and the information on the future plans for the business. The directors, in preparing the strategic report, have complied with S414C of the Companies Act 2006.

During the financial period, the group’s principal activities was the provision of accountancy, advisory and taxation services in the United Kingdom.

The group focuses on expansion, through a combination of acquisitions and organic growth. The group made a number of strategic additions in the period which supports the group’s focus on client service to the SME market via a regional model. The business is well-positioned to provide the support required to existing and new clients and the Directors are pleased with the progress made during the period.

During the financial period ended 31 March 2025, the company acquired 8 accountancy practices that provide accountancy and taxation services in the United Kingdom.

Revenue for the period was £25.9m.

The principal risks and uncertainties identified below, highlight potential factors that, in the opinion of the Board, could significantly impact the group's future performance or reputation. To address these risks, the group employs a robust risk management framework that ensures effective control and oversight as we continue to grow as a business. Principally, this is centered around a risk register which is regularly reviewed by the Board to ensure it remains appropriate to emerging risks.

The group monitors all aspects of risk including economic risk, competition and changes in market conditions, financial risk and customer dependencies. The group has a large number of clients that reduces the risk that it is overly dependent on a single customer.

Financial Risk

The group faces exposure to a number of financial risks. These have been outlined below.

The principal financial risk facing the group is the financial impact of delayed customer payments, particularly for acquired entities. The risk is mitigated by the implementation of consistent and robust credit control procedures with director oversight.

Wage inflation has been identified as a risk, which is managed by focusing on efficiency improvements

The group is reliant upon its immediate parent for funding of acquisitions. The group actively manages its working capital requirements to ensure it has sufficient funds for its operations.

Regulatory and Compliance Risk

The accountancy, audit, and taxation sectors are subject to stringent regulations. Beyond standard government guidelines and regulations, the group is also regulated by the ACCA and the Information Commissioners Office (ICO). Failure to comply with these regulations could harm the group's reputation and potentially lead to financial consequences.

The group operates closely with its regulator, the ACCA, to ensure ongoing compliance with all professional and regulatory duties. The group conducts frequent internal reviews across all service lines to ensure ongoing compliance.

The group has strengthened its internal compliance and regulatory team during the financial period to ensure ongoing compliance with regulations. The Board receives regular updates from this team to ensure it is well-informed as to progress as the group continues to strive for stronger controls over regulatory compliance.

The group maintains a wide portfolio of insurance products to mitigate its risks including professional indemnity insurance. The group operates rigorous quality control procedures, to ensure that no claims arise from our advice, although some risk is inherent due to the nature of services provided.

Reputation

As the group continues on its acquisitive journey, the brand and reputation attached to BK Plus will continue to grow. Any damage to this reputation could adversely impact the future success of the business.

As outlined in the previous section, the group places significant effort on ongoing compliance the regulatory environment to ensure risk to reputation is mitigated to the fullest extent possible.

Due to the nature of the industry that the group operates within, the business is dependent upon retaining and recruiting qualified and talented individuals. The group retains a flexible workforce with the emphasis placed on employing high quality individuals and investing in training and development, led by an experienced HR team. The group provides its employees with an environment that allows our talented employees to thrive and deliver excellent client service.

Financial Key Performance Indicators

A number of key performance indictors (KPIs) are adopted to monitor group performance against strategic targets. These consist of a number of financial measures, as outlined below

Financial measures deemed focal to group performance include turnover growth (year on year), operating profit, EBITDA and headcount. Accounting for the impact of acquisitions made in the financial year, the directors are pleased with the performance.

Acquisitions

During the financial year, the group purchased the trade and assets of the following accountancy practices:

K J Watkin & Co.

Pooleys Accountants

Walker Moyle

Further details are set out in the notes to the financial statements.

The group also acquired the shares of the following companies, with an immediate transfer of the trade and assets to the group:

Casson Backman Business and Tax Advisers Limited

Haines Watts High Wycombe Limited

FourM Limited and its subsidiary FourM Accounting Services Limited

4GP Holdings Limited and its subsidiary Cornerstone Glasgow Limited

Abrams Ashton - Chorley Limited

Further details are set out in the notes to the financial statements.

All acquisitions are businesses who provide accountancy, advisory and taxation services in the United Kingdom.

Future developments

Acquisitions

After the year end, the group acquired the shares, or trade and assets, of the following accountancy practices:

Bird Simpson

JC Wallace

Ian MacFarlane Limited

Walton Kilgour Limited

Read Milburn

The group will continue to acquire businesses that contribute to the strategic goals of the company.

On behalf of the board

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

The principal activity of the company is a holding company and for the group that of Accountants, Auditors and Tax advisers.

The results for the year are set out on page 10.

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:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes 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.

As part of the acquisition process, the business consults with incoming staff by holding group meeting with them about any changes. Employee also receive a one to one sessions as required. All staff are provided with appreciate information to help guide them through the process. Senior members of the leadership team are involved throughout the process.

Following the end of the year the group continued its strategy of making acquisitions.

On the 1 April 2025 the group acquired the assets of Bird Simpson and JC Wallace and the shares of Ian MacFarlane Limited and Walton Kilgour Limited. On the 18 July 2025 the group acquired the assets of Read Milburn.

All of these post balance sheet events are non adjusting.

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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.

We have audited the financial statements of Project Crown Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• adequate accounting records have not been kept 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.

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

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

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.

From the preliminary of the audit, we ensure our understanding of the entity is up to date. This includes, but is not limited to, current knowledge of their activities, the business and control environments, and their compliance with the applicable legal and regulatory frameworks. This information supports our risk identification and the subsequent design of audit procedures to mitigate those risks; ensuring that the audit evidence obtained is sufficient and appropriate to support our opinion.

In response to the risks identified, specific to this entity, we designed procedures which included, but were not limited to:

• Enquiry of management and those charged with governance around actual and potential litigation and claims;

• Reviewing minutes of meetings of those charged with governance, if available;

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale for significant transactions outside the normal course of business.

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

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

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Project Crown Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Azzurri House, Walsall Road, Aldridge, Walsall, England, WS9 0RB.

The group consists of Project Crown Topco Limited and all of its subsidiaries.

The comparative reporting period presented in the financial statements is a 10 month and 22 day period, the year end was shortened to align with the groups subsidiaries acquired in the period. Therefore they are not entirely comparable.

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 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

In the parent company financial statements, the 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. Investments 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.

The consolidated group financial statements consist of the financial statements of the parent company Project Crown 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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

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.

Revenue for services represents the fair value of services provided during the year on work carried out for clients. Fair value represents the amount expected to be recoverable from clients and is based on the time spent, expertise and skills provided and expenses incurred. Fee income is stated net of Value Added Tax.

Services provided to clients during the year which, by the balance sheet date, has not been invoiced to clients, has been recognised as fee income in accordance with Section 23 of FRS 102. Fee income recognised in this manner is based on an assessment of the fair value of the services provided by the balance sheet date as a proportion of the total value of the engagement.

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 20 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.

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:

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:

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 profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

The 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 balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

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 profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The 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.

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

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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 using the recent valuation of the business during its restructure in September 2023. 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.

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.

The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company’s employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.

The expense in relation to options over the 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.

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 balance sheet 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.

Work-in-progress

Amounts recoverable under contracts

This balance represents the value of fee income not yet invoiced at the year end date, where work completed but not invoiced meets the revenue recognition model in relation to revenue from contracts with customers.

Payments on account

If a contract does not meet the revenue recognition model then any consideration received from the customer is treated as a liability under payments in advance, until such a time the criteria is met.

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.

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, all relevant known factors are taken into account but there is inherent uncertainty present in making this assessment.

Intangible assets are amortised over their expected life, together with undergoing annual impairment reviews. Each year, management reviews the appropriateness of the amortisation period to ensure it continues to reflect the expected useful economic life of the goodwill. This includes completing a review of the clients inherited as part of our acquisitions.

A provision for unrecoverable work in progress has been included, on the basis that management estimate that 20% of the total value of work in progress at the year end is non-recoverable. In conjunction with this estimate each office is reviewed on an individual basis and any work in progress that exceeds when the company expects work in progress to be invoiced, being 60 days, has an additional provision provided against it.

During the year the group made numerous acquisitions for which included in the share purchase agreements are clauses that relate to contingent consideration potentially payable based on future events/results.

When these amounts can be reliably valued and are probable they have been reserved as a provision in the accounts, draft completion accounts and figures have been used to identify these amounts.

In some cases the amounts cannot be reliably valued or are believed to be probable and therefore there is no reserve included at the year end, these will be monitored and should circumstances change may result in a future liability being recognised.

Included in the accounts are provisions for both debts which are known to be irrecoverable, where we are aware of circumstances that have arisen that indicates the debt will not be collected, and also a specific provision for bad debts.

The specific provision is based on management review of the balances together with our understanding of the customers, following this review and on the basis that historically our bad debts arise following slow payment of a debt, a specific bad debt reserve of 30% of any aged balances over 90 days has been provided.

On acquisition of numerous subsidiaries during the year, on review of the leasehold properties acquired and the obligations contained within the leases, a fair value adjustment for dilapidation costs expected to arise has been provided for. This provision is reviewed annually, taking into account the condition of the properties at the year end.

All turnover arises from the United Kingdom.

During the current year the group acquired a number of businesses resulting in various terminations of agreements, contracts, subscriptions etc. The following is a summary of the resulting costs which are considered to be exceptional by the directors:

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 5 (2024 - 4).

The number of directors who exercised share options during the year was 4.

The highest paid director has exercised share options during the year.

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

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:

Registered office addresses (all UK unless otherwise indicated):

Details of associates at 31 March 2025 are as follows:

Included within trade debtors is a bad debt provision of £354,538 (2024: £414,415) against irrecoverable balances.

Amounts owed by contract customers relates to work in progress and has been reclassified from other debtors, with a corresponding adjustment to the comparative figures, transferring an amount of £2,439,640.

Included within this figure is a provision of £2,303,222 (2024: £981.640) against work in progress that is deemed to be non-recoverable.

The group holds a debenture dated 16/09/2023 with Shawbrook Bank Limited, with fixed and floating charges over its assets, as security for liabilities as they fall due. Included within bank loans above is £22,111,851 (2024: £11,285,000) relating to Shawbrook Bank Limited.

The group holds a guarantee and debenture dated 16/09/2023 with Palatine Private Equity LLP, with fixed and floating charges over its assets, as security for liabilities as they fall due. Included within loans from related parties above is £20,276,666 (2024: £15,638,568) relating to Palatine Private Equity LLP.

The Shawbrook bank loans of £21,111,851 are an interest only loan, repayable in September 2029, with the capital being paid at the end of the term. Interest is charged at 6% above SONIA, however this is subject to change based on the amount of leverage in the business. Included within the balance is £109,663 relating to accrued interest payable within 12 months.

The £1,000,000 liability relates to a rolling credit facility with Shawbrook which is payable on demand. Interest is charged at 6% above SONIA, however this is subject to change based on the amount of leverage in the business.

The loans from related parties relate to loan notes in issue which accrue annually compounding interest at 10% and are repayable in March 2030.

The other loans balance of £162,611 (2024: £81,000) relates to a short term loan with Close Brothers, The loan has an interest rate of 11.41% and is repayable by November 2025.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Dilapidations reserve

On acquisition of numerous subsidiaries during the year, on review of the leasehold properties acquired a fair value adjustment for dilapidation costs expected to arise has been provided for.

Contingent consideration

This provision is reserved for when contingent consideration, arising on the business acquisitions, becomes both probable and can be reliably measured at the acquisition date.

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

The deferred tax liability of £172,858, set out above, is expected to reverse in future periods and relates to accelerated capital allowances that are expected to mature within the same period.

Offset within the year end liability are deferred tax assets totalling £107,565, relating to bad debt provisions and retirement benefit obligations that will reverse within the next 12 months.

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.

The weighted average fair value of options granted in the year was determined using the fair valuation of the shares when the company was restructured in September 2023.

The shares were granted and exercised on the same date due to the vesting conditions of services rendered already being met.

The rights of the shares are as follows:

Any definitions used below are terms as defined in the articles of association of the Company adopted on 16 September 2023 (the Articles).

Voting rights: A ordinary shares: each share is entitled to one vote, for all other share share classes: each share is entitled to one vote, except where: 1) a Default Event (as defined in the Articles) occurs and the Lead Investor (as defined in the Articles) directs otherwise; 2) a Custodian (as defined in the Articles) becomes the holder of Compulsory Transfer Shares (as defined in the Articles) in accordance with article 12.4.1 of the Articles; 3) there is a Transfer Event (as defined in the Articles) and there is no Investor Direction (as defined in the Articles) which confirms that the relevant shares shall continue to be entitled to one vote each; or 4) the relevant shareholder is a Defaulting Shareholder (as defined in the Articles).

Dividend rights: provided all the Loan Notes (as defined in the Articles) have been redeemed in full, each share is entitled, on a pro rata basis, to dividend payments or any other distribution which the Company determines to distribute with Investor Consent (as defined in the Articles), except where there is a Transfer Event (as defined in the Articles), the Shareholder is not an Investor and there is no Investor Direction (as defined in the Articles) which confirms that the relevant shares shall continue to be entitled to such dividend payments or distributions.

Rights to capital: each share is entitled, on a pro rata basis, to any surplus assets of the Company remaining after the payment of its liabilities on a return of capital (whether on liquidation or otherwise but excluding a purchase of own shares or share capital reduction) except in the case of Retained Sale Shares (as defined in the Articles) where the amount due to the holder of any such shares will be capped at the Transfer Price (as defined in the Articles).

Rights on an Exit: to the Exit Value (as defined in the Articles) on a Share Sale (as defined in the Articles) pro rata, except in the case of Retained Sale Shares (as defined in the Articles) where the amount due to the holder of any such shares will be capped at the Transfer Price (as defined in the Articles). On a Listing or an Asset Sale (both as defined in the Articles), in the same proportions as on a Share Sale which shall be achieved via a Reorganisation If required.

Redemption rights: the shares are not redeemable or liable to be redeemed, either at the option of the Company or the Shareholder.

In addition to the above the rights conferred on the Ordinary D shares may be varied, modified, abrogated or cancelled with investor consent.

678 Ordinary D shares are owned by the company itself, held within an EBT of its subsidiary Project Crown Bidco Limited.

Contingent liabilities

For some of the acquisitions in the year, built into the share purchase agreements, are clauses that relate to future fee income earned, excess working capital and WIP/debt recoverability. It is possible that these clauses will give rise to an adjustment to the overall consideration to be paid for the acquisition. If at the acquisition date the contingent amounts are both probable and can reasonably be valued they are reserved as a provision as at 31.03.2025, however there may be further contingent liabilities that become payable in the future that cannot be ascertained as at 31.03.2025 and are therefore not reserved.

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:

Following the end of the year the group continued its strategy of making acquisitions.

On the 1 April 2025 the group acquired the assets of Bird Simpson and JC Wallace and the shares of Ian MacFarlane Limited and Walton Kilgour Limited. On the 18 July 2025 the group acquired the assets of Read Milburn.

All of these post balance sheet events are non adjusting.

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

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

Amounts owed by related parties are interest free and repayable on demand.

The company has taken advantage of the exemption available under section 33.1A of FRS102 from disclosing related party transactions and balances with other companies that are wholly owned as part of the group.