ACCOUNTS - Final Accounts preparation

Registered number: 08322440

PRIDHAM & PRIDHAM LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

PRIDHAM & PRIDHAM LIMITED

COMPANY INFORMATION

Directors	A Heery
	C-F Wu (appointed 6 November 2025)


Registered number	08322440


Registered office	No. 1 London Bridge Fourth Floor
	West Building
	London
	SE1 9BG


Independent auditor	MHA
	2 London Wall Place
	London
	EC2Y 5AU

PRIDHAM & PRIDHAM LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditor's Report	3 - 6
Statement of Comprehensive Income	7
Balance Sheet	8
Notes to the Financial Statements	9 - 14

PRIDHAM & PRIDHAM LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

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.

Director

The Director who served during the year was:

A Heery

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

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.

Page 1

PRIDHAM & PRIDHAM LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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

A Heery

Director

Date: 27 December 2025

Page 2

PRIDHAM & PRIDHAM LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRIDHAM & PRIDHAM LIMITED

Qualified Opinion

We have audited the financial statements of Pridham & Pridham Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet and the 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit 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 qualified opinion

During the year, the ownership of the Company changed and the current Directors have been unable to gain access to the Company's bank balances for the period from 15 December to 31 December 2024 and obtain authorised signatory status and bank statements that cover the year end of 31 December 2024. As a result, we were unable to obtain a bank letter or satisfy ourselves, by alternative audit procedures, concerning the bank balances held at 31 December 2024, which are included in the balance sheet at £126,051.

Consequently we were unable to determine whether any adjustment to this amount was necessary.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 qualified opinion.

Emphasis of matter – financial statements prepared on a basis other than going concern

We draw attention to note 2.2 in the financial statements, which indicates that the Directors intend to liquidate the Company as a result of its group restructuring plan and therefore do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in note 2.2. Our opinion is not modified in respect of this matter.

Page 3

PRIDHAM & PRIDHAM LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRIDHAM & PRIDHAM LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Directors' Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Directors' 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

Except for the matter described in the basis for qualified opinion section of our report, 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.

Arising solely from the limitation on the scope of our work relating to bank balances, referred to above:

∙we have not obtained all the information and explanations that we considered necessary for the purposes of our audit; and

∙we were unable to determine whether adequate accounting records have been kept.

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:

∙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

∙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

PRIDHAM & PRIDHAM LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRIDHAM & PRIDHAM 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.

Auditor's responsibilities for the audit of the financial statements

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

• Enquiry of management and those charged with governance around actual and potential litigation and claims;
• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

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 Auditor's Report.

Other matters

The financial statements for the year ended 31 December 2023 were unaudited.

Page 5

PRIDHAM & PRIDHAM LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRIDHAM & PRIDHAM 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 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.

Rajeev Shaunak BSc FCA (Senior Statutory Auditor)

for and on behalf of

MHA, Statutory Auditor

London, United Kingdom

30 December 2025

Page 6

PRIDHAM & PRIDHAM LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
	£	£


Turnover	103,576	163,974
Gross profit	103,576	163,974
Administrative expenses	(20,880)	(34,074)
Operating profit	82,696	129,900
Interest receivable and similar income	430	1,849
Profit before tax	83,126	131,749
Tax on profit	(20,782)	(30,086)
Profit for the financial year	62,344	101,663

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 9 to 14 form part of these financial statements.

Page 7

PRIDHAM & PRIDHAM LIMITED

REGISTERED NUMBER: 08322440

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£


Current assets
Debtors: amounts falling due within one year	5	18,479		-
Cash at bank and in hand	6	126,051		27,188
		144,530		27,188
Creditors: amounts falling due within one year	7	(80,943)		(35,120)
Net current assets/(liabilities)			63,587		(7,932)

Net assets/(liabilities)			63,587		(7,932)

Capital and reserves
Called up share capital	8	3	3
Profit and loss account		63,584	(7,935)
		63,587	(7,932)

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A Heery

Director

Date: 27 December 2025

The notes on pages 9 to 14 form part of these financial statements.

Page 8

PRIDHAM & PRIDHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Pridham & Pridham Limited is a company limited by shares incorporated in England and Wales. The address ofthe registered office is No. 1 London Bridge Fourth Floor, West Building, London, SE1 9BG. The presentational and functional currency is GBP. These financial statements are rounded to the nearest £1.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

Going concern

As part of a group reorganisation, the trade of the company was to be transferred to another UK group entity in the near future. Given the legal steps involved, formal strike-off of the company is expected to be completed in 2026. As a result, these financial statements are prepared on a basis other than going concern. The amounts recorded in respect of the assets and liabilities are considered to represent their recoverable amount.

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 9

PRIDHAM & PRIDHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

2.6

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.

2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.9

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

PRIDHAM & PRIDHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Employees

The average monthly number of employees, including the Directors, during the year was as follows:

	2024	2023
	No.	No.

Directors	1	1

Page 11

PRIDHAM & PRIDHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Taxation

		2024	2023
		£	£

Corporation tax
Current tax on profits for the year	20,782	30,086
	20,782	30,086

Total current tax	20,782	30,086

	Factors affecting tax charge for the year
	There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of 25% (2023 - 25%).

Debtors

					2024	2023
					£	£


Trade debtors	9,120	-
Amounts owed by group undertakings	178	-
Other debtors	9,181	-
	18,479	-

6.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	126,051	27,188
	126,051	27,188

Cash at bank of £126,051 relates to funds that the current Directors have not been able to gain access to at the current time and is therefore considered to be restricted.

Page 12

PRIDHAM & PRIDHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Corporation tax	20,782	30,086
Other creditors	216	2,574
Accruals and deferred income	59,945	2,460
	80,943	35,120

8.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

250 (2023 - 250) Ordinary shares of £0.01 each	3	3

Reserves

Profit and loss account

Profit and loss account represents cumulative profit and losses net of dividends and other adjustments.

10.	Related party transactions
	The company has taken the exemptions available under section 33 of FRS102, not to disclose related party transactions between members of group companies.

11.	Post balance sheet events

A formal strike-off of the Company is expected to be completed in 2026. Further details are given in note 2.2.

Page 13

PRIDHAM & PRIDHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Controlling party

The immediate parent company is Institutional Shareholder Services UK Limited, a company incorporated in England and Wales. Prior to 8 February 2024, the Company had no controlling party.

The ultimate parent company is Deutsche Börse AG, a company based in Germany and listed on Frankfurt Stock Exchange Market.

The parent undertaking of the smallest group, which includes the company and for which group accounts are prepared, is ISS STOXX GmbH. Copies of the financial statements for ISS STOXX GmbH are not publicly available.

The parent undertaking of the largest group, which includes the company and for which group accounts are prepared, is Deutsche Börse AG. Copies of the financial statements for Deutsche Börse AG are publicly available from their website.

Page 14