Registered number: 16125595
For the Period Ended 31 March 2025
Company Information
Contents
Group Strategic Report
For the Period Ended 31 March 2025
The Strategic Report has been prepared by the directors to provide additional information to shareholders in respect of the Group’s strategies and business objectives.
The Strategic Report contains forward-looking statements, which have been made in good faith by the directors based on information available up to the point of approval of this report. Therefore, there are inherent uncertainties involved in making these statements, including both economic and business risk factors.
The directors, in preparing the Strategic Report, have complied with s414C of the Companies Act 2006.
The Strategic Report contains forward-looking statements, which have been made in good faith by the directors based on information available up to the point of approval of this report. Therefore, there are inherent uncertainties involved in making these statements, including both economic and business risk factors.
The directors, in preparing the Strategic Report, have complied with s414C of the Companies Act 2006.
These financial statements present the results of the Group for the 2 month trading period ended 31 March 2025 following the successful investment in the group by IK Partners in January 2025.
For the trading period covering the period to 31 March 2025 the Group has recorded turnover of £13.9m and EBITDA (earnings before interest, tax, depreciation and amortisation) of £1.1m. When considering our post period end acquisitions on a full year basis our proforma revenues and EBITDA is likely to be in excess of £105m and £20m respectively. This performance is in line with business plan and benchmarks favourably to target EBITDA margin of 20% per annum.
Our strategy is to expand the Group service line proposition, as well as our geographical footprint, both organically and via the acquisition of similar and complementary businesses. Over the last 12 months, we are pleased to have acquired CRS VAT Consulting Limited, a specialist tax adviser to the public sector based in London, Condie & Co Limited, a long established accountancy and advisory practice with offices in Dunfermline, Edinburgh and Dundee; Purcell McQuillan Tax Partners, a leading specialist tax advisory firm based in Ireland; and Consilium Chartered Accountants, a firm of accountants and business advisors, supporting small and medium-sized businesses in Scotland, with offices in Glasgow
We are delighted with the continued progress we have made in delivering our strategy in the period and this strong momentum has continued post period end with the acquisition of Barnes Roffe a long standing firm with five offices in London providing accounts & advisory, audit, business recovery, corporate finance, taxation and probate services.
In addition, further acquisitions are at an advanced stage which we anticipate completing in the next financial year, subject to satisfactory due diligence.
All acquired businesses provide a great cultural fit and we warmly welcome them into our enlarged Group which we are proud to say is now one of the fastest growing accountancy firms in the UK with a large and diverse client base, and high levels of repeat or re-occurring revenues. Gross margins are strong and cash generation is excellent confirming that both the legacy Dains business and the acquired businesses are performing well. With increased scale comes the ability to cross sell services across the Group and in a fragmented market we are very well placed to take advantage of many opportunities open to us for the benefit of staff and clients alike as we work towards our ambition of being the go-to firm in the profession.
For the trading period covering the period to 31 March 2025 the Group has recorded turnover of £13.9m and EBITDA (earnings before interest, tax, depreciation and amortisation) of £1.1m. When considering our post period end acquisitions on a full year basis our proforma revenues and EBITDA is likely to be in excess of £105m and £20m respectively. This performance is in line with business plan and benchmarks favourably to target EBITDA margin of 20% per annum.
Our strategy is to expand the Group service line proposition, as well as our geographical footprint, both organically and via the acquisition of similar and complementary businesses. Over the last 12 months, we are pleased to have acquired CRS VAT Consulting Limited, a specialist tax adviser to the public sector based in London, Condie & Co Limited, a long established accountancy and advisory practice with offices in Dunfermline, Edinburgh and Dundee; Purcell McQuillan Tax Partners, a leading specialist tax advisory firm based in Ireland; and Consilium Chartered Accountants, a firm of accountants and business advisors, supporting small and medium-sized businesses in Scotland, with offices in Glasgow
We are delighted with the continued progress we have made in delivering our strategy in the period and this strong momentum has continued post period end with the acquisition of Barnes Roffe a long standing firm with five offices in London providing accounts & advisory, audit, business recovery, corporate finance, taxation and probate services.
In addition, further acquisitions are at an advanced stage which we anticipate completing in the next financial year, subject to satisfactory due diligence.
All acquired businesses provide a great cultural fit and we warmly welcome them into our enlarged Group which we are proud to say is now one of the fastest growing accountancy firms in the UK with a large and diverse client base, and high levels of repeat or re-occurring revenues. Gross margins are strong and cash generation is excellent confirming that both the legacy Dains business and the acquired businesses are performing well. With increased scale comes the ability to cross sell services across the Group and in a fragmented market we are very well placed to take advantage of many opportunities open to us for the benefit of staff and clients alike as we work towards our ambition of being the go-to firm in the profession.
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Group Strategic Report (continued)
For the Period Ended 31 March 2025
Risks are managed across the Group which includes those relevant to the company.
The principal risks and uncertainties outlined in this section reflect those risks that, in the opinion of the Board, might materially affect the Group’s future performance, prospects or reputation. The Group uses a robust risk management framework, which provides control and oversight as we continue to scale our business. These controls include maintaining a comprehensive risk register which is reviewed regularly by the Board and the executive management team, in order to outline the key and emerging risks that the Group is exposed to, and any remedial actions required to mitigate such risks in a timely manner.
The Board sets our overarching risk culture and appetite and ensures that we manage risk appropriately across the Group. Financial, regulatory and compliance and reputation and brand risks are top priorities. At a functional level, each service line is responsible for preparing and maintaining their functional risk registers and, with the assistance of the Board, identify, assess, manage and monitor the risks and review emerging risks within their service line. Each risk is assigned an owner through which ongoing activities, control measures and any actions related to that risk are updated whilst at all times applying the agreed risk appetite set by the Board.
Financial Risk
The Group's activities expose it to a number of financial risks. These include movements in interest rates on bank borrowings, rising office costs including increasing energy costs and wage inflation.
With these risks and uncertainties in mind, we are aware that any plans for the future development of the Group may be subject to unforeseen future events outside of our control. However, we will continue to show flexibility and respond to market conditions and opportunities as they arise.
The Group’s principal financial instruments comprise bank balances, bank loans, other loans, trade debtors and trade creditors. The main purpose of these instruments is to finance the business' operations.
In respect of bank balance, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility. All of the Group's cash balances are held in such a way that achieves a competitive rate of interest.
In respect of bank loans and other loans, the Group is financed through a combination of debt instruments which carry a mixture of fixed and variable rates of interest with appropriate hedging products taken out to reduce the impact of fluctuating rates of SONIA.
Trade debtors are managed in respect of credit and cash flow risks by policies concerning the credit offered to customers and regular monitoring of the amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.
Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Regulatory and Compliance Risk
The accountancy, audit and taxation sectors are heavily regulated and as a result, in addition to the normal government guidelines and regulations that a business is subject to, the Group is also regulated by the Institute of Chartered Accountants in England and Wales ("ICAEW"), the Institute of Chartered Accountants of Scotland ("ICAS"), Chartered Accountants Ireland (“CAI”) and Information Commissioners Office (‘ICO’). Non-compliance with any regulations could result in reputation damage to the Group and may have financial implications.
The principal risks and uncertainties outlined in this section reflect those risks that, in the opinion of the Board, might materially affect the Group’s future performance, prospects or reputation. The Group uses a robust risk management framework, which provides control and oversight as we continue to scale our business. These controls include maintaining a comprehensive risk register which is reviewed regularly by the Board and the executive management team, in order to outline the key and emerging risks that the Group is exposed to, and any remedial actions required to mitigate such risks in a timely manner.
The Board sets our overarching risk culture and appetite and ensures that we manage risk appropriately across the Group. Financial, regulatory and compliance and reputation and brand risks are top priorities. At a functional level, each service line is responsible for preparing and maintaining their functional risk registers and, with the assistance of the Board, identify, assess, manage and monitor the risks and review emerging risks within their service line. Each risk is assigned an owner through which ongoing activities, control measures and any actions related to that risk are updated whilst at all times applying the agreed risk appetite set by the Board.
Financial Risk
The Group's activities expose it to a number of financial risks. These include movements in interest rates on bank borrowings, rising office costs including increasing energy costs and wage inflation.
With these risks and uncertainties in mind, we are aware that any plans for the future development of the Group may be subject to unforeseen future events outside of our control. However, we will continue to show flexibility and respond to market conditions and opportunities as they arise.
The Group’s principal financial instruments comprise bank balances, bank loans, other loans, trade debtors and trade creditors. The main purpose of these instruments is to finance the business' operations.
In respect of bank balance, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility. All of the Group's cash balances are held in such a way that achieves a competitive rate of interest.
In respect of bank loans and other loans, the Group is financed through a combination of debt instruments which carry a mixture of fixed and variable rates of interest with appropriate hedging products taken out to reduce the impact of fluctuating rates of SONIA.
Trade debtors are managed in respect of credit and cash flow risks by policies concerning the credit offered to customers and regular monitoring of the amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.
Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Regulatory and Compliance Risk
The accountancy, audit and taxation sectors are heavily regulated and as a result, in addition to the normal government guidelines and regulations that a business is subject to, the Group is also regulated by the Institute of Chartered Accountants in England and Wales ("ICAEW"), the Institute of Chartered Accountants of Scotland ("ICAS"), Chartered Accountants Ireland (“CAI”) and Information Commissioners Office (‘ICO’). Non-compliance with any regulations could result in reputation damage to the Group and may have financial implications.
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Group Strategic Report (continued)
For the Period Ended 31 March 2025
The Group has a strong Compliance and Regulatory team which regularly monitors compliance with all necessary regulations through a mixture of internal and external reviews. The Board is updated on any regulatory developments and any re-assessment of risk to the business so that it can ensure that such matters are fully considered in all business and strategic decisions. The Group aims to ensure that colleagues are appropriately trained, supervised and incentivised to ensure their behaviour and activities do not inadvertently result in poor outcomes for clients. The Group has embedded the International Standard on Quality Management (UK) 1 and 2 as issued by the Financial Reporting Council.
Reputation and Brand Risk
The Dains group brands and the reputation of the Group and its professionals are driving factors behind the success of the Group. Anything that damages the Group’s brand or reputation could negatively impact the future success of the business. Damage to the Group's brands could have a detrimental impact reputationally which ultimately could have financial implications for the Group.
The Board has in place detailed processes to ensure that all work is undertaken in accordance with the ICAEW, ICAS or CAI Code of Conduct and Professional Ethics. Regular internal cold field reviews are undertaken to identify areas of non-compliance and the Group has employment policies and procedures in place to deal with such issues. The employment contracts for all employees also contain appropriate provisions in regard to the standards expected and preservation of confidential information.
The management team and individual services lines use a number of key performance indicators (KPIs) to monitor the Group’s performance against its strategic objectives. These comprise a number of financial measures which are agreed and monitored by the Board.
The financial indicators are generally calculated based on underlying results excluding any one-off transactional and acquisition related costs as these underlying KPIs provide a more meaningful comparison of the key drivers of the Group’s financial success.
The overarching focus of the Board is on overall growth in both fee income and profitability, with a view to improving the profit margins achieved across the individual services and Group as a whole whilst still maintaining a well invested business with a strong management and support function able to meet its evolving needs.
The Board considers the Groups key performance indicators to be revenue and EBITDA and are happy with the performance of the business as noted in the business review when measured against these indicators.
The financial indicators are generally calculated based on underlying results excluding any one-off transactional and acquisition related costs as these underlying KPIs provide a more meaningful comparison of the key drivers of the Group’s financial success.
The overarching focus of the Board is on overall growth in both fee income and profitability, with a view to improving the profit margins achieved across the individual services and Group as a whole whilst still maintaining a well invested business with a strong management and support function able to meet its evolving needs.
The Board considers the Groups key performance indicators to be revenue and EBITDA and are happy with the performance of the business as noted in the business review when measured against these indicators.
In addition to the financial key performance indicators, the Board use a number of non-financial key performance indicators to monitor the Group's performance against the strategic objectives.
The Groups non-financial key performance indicators are considered to be client and staff net promoter scores which for the period under review were as follows:
Client Net Promoter Score NPS +81
Staff Net Promoter Score NPS +28
The Groups non-financial key performance indicators are considered to be client and staff net promoter scores which for the period under review were as follows:
Client Net Promoter Score NPS +81
Staff Net Promoter Score NPS +28
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Group Strategic Report (continued)
For the Period Ended 31 March 2025
Section 172 of the Companies Act 2006 requires directors to act in a way that they consider, in good faith, would be, most likely to promote the success of a company. In doing so, directors must take into consideration the interests of the various stakeholders of the Group, the impact of the Group's operations on the community and the environment, take a long-term view on consequences of the decisions they make as well as aim to maintaining a reputation for high standards of business conduct and fair treatment between the members of the Group.
In complying with the requirements of section 172 of the Act, the directors should be able to ensure that all decisions are made in a responsible and sustainable way for the benefit of all stakeholders. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Group explains below how the directors have discharged their duty under section 172. This section serves as the Company's Section 172 Statement.
The Group's stakeholders include its employees, its clients, shareholders, regulators, as well as the wider community in which the Group operates and impacts. Details of how the Board seeks to understand the needs and priorities of the Group's stakeholders and how these are taken into account during all its discussions and as part of its decision making are set out below:
Employees
Employee engagement is important to our success. We work to create a diverse and inclusive workplace where every employee can reach their full potential and be at their best. We engage with our people to ensure we are delivering to their expectations, supporting wellbeing and making the right business decisions. This ensures we can retain and develop the best talent.
Clients
Focusing on the needs of our clients is critical to the success of our business. We maintain a high degree of professionalism and client service and interaction in order to anticipate and understand the future needs of our clients and their stakeholders, building on our years of experience in delivering to our specialist services. We collaborate and innovate with our clients to improve our service offering and value to our clients.
Shareholders and lenders
We work to ensure that our shareholders have a strong understanding of our strategy, performance, ambition and culture.
Regulators
The Group continues to work hand in hand with its regulator, the Institute of Chartered Accountants in England and Wales ("ICAEW"), the Institute of Chartered Accountants of Scotland ("ICAS") and Chartered Accountants Ireland (“CAI”), to ensure that it abides by its professional and regulatory duties and obligations in an open and transparent manner. The Board conducts regular internal and external compliance reviews.
Communities
Our ‘Dains in the Community’ initiative supports local charities, events and initiatives. We like to: take responsibility for the community; donate to, raise awareness of and support charities that are important to employees and our clients; and be a positive role model to other companies. We inspire by leading the way. Each year we help charities, schools, clubs, parish councils and other worthwhile Groups with their compliance requirements.
In complying with the requirements of section 172 of the Act, the directors should be able to ensure that all decisions are made in a responsible and sustainable way for the benefit of all stakeholders. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Group explains below how the directors have discharged their duty under section 172. This section serves as the Company's Section 172 Statement.
The Group's stakeholders include its employees, its clients, shareholders, regulators, as well as the wider community in which the Group operates and impacts. Details of how the Board seeks to understand the needs and priorities of the Group's stakeholders and how these are taken into account during all its discussions and as part of its decision making are set out below:
Employees
Employee engagement is important to our success. We work to create a diverse and inclusive workplace where every employee can reach their full potential and be at their best. We engage with our people to ensure we are delivering to their expectations, supporting wellbeing and making the right business decisions. This ensures we can retain and develop the best talent.
Clients
Focusing on the needs of our clients is critical to the success of our business. We maintain a high degree of professionalism and client service and interaction in order to anticipate and understand the future needs of our clients and their stakeholders, building on our years of experience in delivering to our specialist services. We collaborate and innovate with our clients to improve our service offering and value to our clients.
Shareholders and lenders
We work to ensure that our shareholders have a strong understanding of our strategy, performance, ambition and culture.
Regulators
The Group continues to work hand in hand with its regulator, the Institute of Chartered Accountants in England and Wales ("ICAEW"), the Institute of Chartered Accountants of Scotland ("ICAS") and Chartered Accountants Ireland (“CAI”), to ensure that it abides by its professional and regulatory duties and obligations in an open and transparent manner. The Board conducts regular internal and external compliance reviews.
Communities
Our ‘Dains in the Community’ initiative supports local charities, events and initiatives. We like to: take responsibility for the community; donate to, raise awareness of and support charities that are important to employees and our clients; and be a positive role model to other companies. We inspire by leading the way. Each year we help charities, schools, clubs, parish councils and other worthwhile Groups with their compliance requirements.
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Group Strategic Report (continued)
For the Period Ended 31 March 2025
Culture
The Board are responsible for the overall effectiveness in directing the Group and promoting a culture of openness and debate and seeks to facilitate effective contributions by all Directors and employees. The Directors are required to act with integrity, lead by example and promote this culture within the Group.
The Board seeks to ensure the alignment of the Group’s purpose, value and strategy with the culture of openness, debate and integrity through ongoing dialogue, and engagement with Stakeholders. It has adopted a number of policies, practices and behaviours to facilitate a culture of good governance and ensure that this is maintained.
The Board are responsible for the overall effectiveness in directing the Group and promoting a culture of openness and debate and seeks to facilitate effective contributions by all Directors and employees. The Directors are required to act with integrity, lead by example and promote this culture within the Group.
The Board seeks to ensure the alignment of the Group’s purpose, value and strategy with the culture of openness, debate and integrity through ongoing dialogue, and engagement with Stakeholders. It has adopted a number of policies, practices and behaviours to facilitate a culture of good governance and ensure that this is maintained.
This report was approved by the board on 30 September 2025 and signed on its behalf.
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Directors' Report
For the Period Ended 31 March 2025
The directors present their report and the financial statements for the Period ended 31 March 2025.
The following disclosures as required by S414C (11) have been elevated to the strategic report:
• Financial risk management objectives and policies
• Financial key performance indicators
• Other key performance indicators
• Financial risk management objectives and policies
• Financial key performance indicators
• Other key performance indicators
The principal activity of the company is that of a holding company.
For the 2 month trading period covering the period to 31 March 2025 the Group has recorded turnover of £13.9m and EBITDA (earnings before interest, tax, depreciation and amortisation) of £1.1m. When considering our post period end acquisitions on a full year basis our proforma revenues and EBITDA is likely to be in excess of £105m and £20m respectively. This performance is in line with business plan and benchmarks favourably to target EBITDA margin of 20% per annum.
Dividends
The directors do not recommend payment of an ordinary dividend for the current period.
Dividends
The directors do not recommend payment of an ordinary dividend for the current period.
The directors who served during the Period were:
The well-being of the Group’s employees is safeguarded through strict adherence to health and safety standards. The Safety, Health and Welfare at Work Act 1989 imposes certain requirements on employers and the Group has taken the necessary action to ensure compliance with the Act, including the adoption of a Safety Statement.
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Directors' Report (continued)
For the Period Ended 31 March 2025
The Group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations.
We have partnered with Play It Green to improve our business’ sustainability practices and have a positive impact on the planet. In return for a monthly cost per person, Play it Green plant 13 trees per person per month, instantly rebalancing their personal carbon footprint.
We are also making our business a Climate Positive one by rebalancing our historical and company emissions to become carbon neutral. To reduce our overall business carbon footprint moving forward, we are working with Play it Green’s Net Zero Framework, Green Energy giving us access to a network of sustainability experts.
We have partnered with Play It Green to improve our business’ sustainability practices and have a positive impact on the planet. In return for a monthly cost per person, Play it Green plant 13 trees per person per month, instantly rebalancing their personal carbon footprint.
We are also making our business a Climate Positive one by rebalancing our historical and company emissions to become carbon neutral. To reduce our overall business carbon footprint moving forward, we are working with Play it Green’s Net Zero Framework, Green Energy giving us access to a network of sustainability experts.
The Board plans to continue to invest in technology, recruitment and acquisitions within the accountancy, audit and taxation sectors to support the Group’s strategy of becoming the leading advisor to the SME and not for profit sectors.
We care about all of our employees in the same way we care about our clients. When joining Dains staff become part of a team of people who collaborate and innovate together during the working day, but who also enjoy spending time together outside of that to relax and have fun.
We believe our employees are our greatest asset, and we look to provide the best working environment, along with hybrid and smart working options and generous benefits. We listen, learn and evolve as we strive to make Dains a great place to work.
Everyone is treated with the same level of respect no matter what job title they have. We are all members of a team of people who are working together towards the same objective. So, if you need to ask a question or have a suggestion, you are encouraged to share it and get involved.
We strive to create a working environment that promotes and values diversity, where everyone feels empowered to be themselves. We are committed to equal opportunities and to build a more inclusive team that reflects the communities we serve and are continuously making progress. We welcome and encourage applications from all backgrounds, particularly candidates who are under-represented in Dains. These include people from Black, Asian, and ethnic minority backgrounds.
We engage with, consult and provide information to our staff through a variety of methods including staff newsletters, notice boards and regular office meetings to ensure we are delivering to their expectations, supporting wellbeing, and making the right business decisions. This ensures we can retain and develop the best talent.
We believe our employees are our greatest asset, and we look to provide the best working environment, along with hybrid and smart working options and generous benefits. We listen, learn and evolve as we strive to make Dains a great place to work.
Everyone is treated with the same level of respect no matter what job title they have. We are all members of a team of people who are working together towards the same objective. So, if you need to ask a question or have a suggestion, you are encouraged to share it and get involved.
We strive to create a working environment that promotes and values diversity, where everyone feels empowered to be themselves. We are committed to equal opportunities and to build a more inclusive team that reflects the communities we serve and are continuously making progress. We welcome and encourage applications from all backgrounds, particularly candidates who are under-represented in Dains. These include people from Black, Asian, and ethnic minority backgrounds.
We engage with, consult and provide information to our staff through a variety of methods including staff newsletters, notice boards and regular office meetings to ensure we are delivering to their expectations, supporting wellbeing, and making the right business decisions. This ensures we can retain and develop the best talent.
It is important we have a clear understanding of the challenges facing our clients and suppliers, as these may have a significant impact on the business in a variety of ways. We seek to have early visibility of potential opportunities or threats by maintaining close dialogue with existing clients and suppliers, either by regular communication or meetings.
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Directors' Report (continued)
For the Period Ended 31 March 2025
The Group is engaged in a strategy of growth, both organically and via acquisition. The Group has access to significant financial facilities from both the equity investor and the senior debt lender which is being deployed to fund this strategy. Gross margins are strong and cash generation is excellent with Group EBITDA in the two month period to 31 March 2025 £1.1m. The directors’ and strategic reports further describe the financial position of the Group; its liquidity position; the Group’s objectives, policies, and processes for managing its capital; its financial risk management objectives; and its exposure to credit risk and liquidity risk.
The directors have prepared cashflow forecasts and projections for a period extending beyond twelve months from the date of approval of the financial statements which demonstrate that the Group can continue to trade within its available financial facilities. The directors therefore have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements and thus they have concluded that it is reasonable to continue to prepare the financial statements on a going concern basis.
The directors have prepared cashflow forecasts and projections for a period extending beyond twelve months from the date of approval of the financial statements which demonstrate that the Group can continue to trade within its available financial facilities. The directors therefore have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements and thus they have concluded that it is reasonable to continue to prepare the financial statements on a going concern basis.
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Directors' Report (continued)
For the Period Ended 31 March 2025
Our greenhouse gas (GHG) emissions are calculated in line with the GHG Protocol and current Streamlined Energy and Carbon Reporting (SECR) Guidelines.
We have used the conversion factors from the UK Government Conversion Factors for greenhouse gas (GHG) reporting annual publication.
Our data has been independently verified by Catalyst Commercial Services Limited (Registered in England and Wales - 04328592).
We have partnered with Play It Green to improve our business’ sustainability practices and have a positive impact on the planet. In return for a monthly cost per person, Play it Green plant 13 trees per person per month, instantly rebalancing their personal carbon footprint.
We are also making our business a Climate Positive one by rebalancing our historical and company emissions to become carbon neutral. To reduce our overall business carbon footprint moving forward, we are working with Play it Green’s Net Zero Framework, Green Energy giving us access to a network of sustainability experts.
Our data has been independently verified by Catalyst Commercial Services Limited (Registered in England and Wales - 04328592).
We have partnered with Play It Green to improve our business’ sustainability practices and have a positive impact on the planet. In return for a monthly cost per person, Play it Green plant 13 trees per person per month, instantly rebalancing their personal carbon footprint.
We are also making our business a Climate Positive one by rebalancing our historical and company emissions to become carbon neutral. To reduce our overall business carbon footprint moving forward, we are working with Play it Green’s Net Zero Framework, Green Energy giving us access to a network of sustainability experts.
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Directors' Report (continued)
For the Period Ended 31 March 2025
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements 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 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
On 3 June 2025 the Group acquired the Barnes Roffe Group, a well-regarded accountancy, audit and taxation firm based in the London area.
On 1 September 2025 the Group acquired TBAT Innovation Limited, a value-led independent consultancy, that assists UK organisations in accessing grant funding and tax incentives to drive innovation.
On 1 September 2025 the Group acquired TBAT Innovation Limited, a value-led independent consultancy, that assists UK organisations in accessing grant funding and tax incentives to drive innovation.
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Directors' Report (continued)
For the Period Ended 31 March 2025
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 30 September 2025 and signed on its behalf.
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Independent Auditors' Report to the Members of Pebble Topco Limited
We have audited the financial statements of Pebble Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the Period ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows 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 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 or the 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.
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Independent Auditors' Report to the Members of Pebble Topco Limited (continued)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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Independent Auditors' Report to the Members of Pebble Topco Limited (continued)
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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiry of management around actual and potential litigation and claims;
∙Enquiry of management to identify any instances of non-compliance with laws and regulations;
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness;
∙Reviewing accounting estimates for evidence of management bias; and
∙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 Auditors' Report.
Page 14
Independent Auditors' Report to the Members of Pebble Topco Limited (continued)
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.
for and on behalf of
Statutory Auditor
Birmingham, United Kingdom
Page 15
Consolidated Profit and Loss Account
For the Period Ended 31 March 2025
Page 16
Consolidated Statement of Comprehensive Income
For the Period Ended 31 March 2025
Page 17
Consolidated Balance Sheet
As at 31 March 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.
Page 18
Company Balance Sheet
As at 31 March 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025 .
The notes on pages 25 to 55 form part of these financial statements.
Page 19
Consolidated Statement of Changes in Equity
For the Period Ended 31 March 2025
Page 20
Company Statement of Changes in Equity
For the Period Ended 31 March 2025
Page 21
Consolidated Statement of Cash Flows
For the Period Ended 31 March 2025
Page 22
Consolidated Statement of Cash Flows (continued)
For the Period Ended 31 March 2025
Page 23
Consolidated Analysis of Net Debt
For the Period Ended 31 March 2025
Page 24
Notes to the Financial Statements
For the Period Ended 31 March 2025
Pebble Topco Limited ('the Company') is a private company limited by shares, incorporated in the United Kingdom and registered in England and Wales under the Companies Act. The address of the registered office is given on the company information page. The nature of the group's operations and its principal activities is the provision of accountancy, audit, business recovery, taxation and business advice services.
2.Accounting policies
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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47,11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in these consolidated financial statements.
Page 25
Notes to the Financial Statements
For the Period Ended 31 March 2025
2.Accounting policies (continued)
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.
Functional and presentation currency
Transactions and balances
Page 26
Notes to the Financial Statements
For the Period Ended 31 March 2025
2.Accounting policies (continued)
Fee arrangements for accountancy, audit, business recovery, taxation and business advice services. include fixed fee arrangements, unconditional fee-for-service arrangements (“time and materials”), and variable or contingent fee arrangements.
For fixed fee arrangements, revenue is recognised based on the stage of completion with reference to the actual services provided as a proportion of the total services expected to be provided under the contract. The stage of completion is tracked on an engagement-by-engagement basis using the hours spent by professionals providing the services.
In fee-for-service contracts, revenue is recognised up to the amount of fees that the Group is entitled to bill for services performed to date based on contracted rates.
Under variable or contingent fee arrangements, fees may be earned only in the event of a successful outcome of a transaction or client’s claim. Fees under these arrangements may be fixed or may be variable based on a specified percentage of the overall transaction price or the claim made.
For variable or contingent fee arrangements management makes a detailed assessment of the amount of revenue expected to be received and the probability of success of each case. Variable consideration is recognised over the duration of the engagement, only to the extent that it is highly probable that the amount recognised will not be subject to significant reversal when the matter is concluded, based on the expected amount recoverable at that point in time. In such circumstances, a level of judgement is required to determine the likelihood of success of a given transaction or client claim, as well as the estimated amount of fees that will be recovered in respect of the engagement. Where the likelihood of success of a contingent fee arrangement is less than highly probable, the value recognised in contract assets is further reduced to reflect this uncertainty.
Certain contingent fee arrangements are undertaken on a partially funded basis. In such arrangements, the funded portion of fees is not contingent on the successful outcome of the litigation and in these instances the revenue is recognised up to the amount of fees that the Group is entitled to bill for services performed to date based on contracted rates. The remaining consideration is variable and conditional on the successful resolution of the transaction or claim. The variable consideration is recognised over the duration of the engagement and included in revenue based on the expected amount recoverable only to the extent that it is highly probable that the amount recognised will not be subject to significant reversal when the uncertainty is resolved at that point in time.
The Group’s contracts with clients each comprise of a single distinct performance obligation, being the provision of accountancy, audit, business recovery, taxation and business advice services in relation to a particular engagement, and the transaction price is therefore allocated to this single performance obligation.
Page 27
Notes to the Financial Statements
For the Period Ended 31 March 2025
2.Accounting policies (continued)
Page 28
Notes to the Financial Statements
For the Period Ended 31 March 2025
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Profit and Loss Account over its useful economic life of 10 years.
Amortisation charge on the above is included under administrative expenses in the Profit and Loss Account.
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Profit and Loss Account over its useful economic life of 10 years.
Amortisation charge on the above is included under administrative expenses in the Profit and Loss Account.
Page 29
Notes to the Financial Statements
For the Period Ended 31 March 2025
2.Accounting policies (continued)
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Page 30
Notes to the Financial Statements
For the Period Ended 31 March 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Page 31
Notes to the Financial Statements
For the Period Ended 31 March 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with 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
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs
Page 32
Notes to the Financial Statements
For the Period Ended 31 March 2025
2.Accounting policies (continued)
except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Page 33
Notes to the Financial Statements
For the Period Ended 31 March 2025
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 if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
Valuation of accrued revenue
In calculating revenue, the directors makes certain estimates as to the stage of completion of those contracts. In doing so, the directors estimates the remaining time and external costs to be incurred in completing contracts and clients' willingness and ability to pay from the services provided. A different assessment of the outturn on a contract may result in a different value being determined for revenue and also a different carrying value being determined for unbilled amounts for client work.
Trade debtors
The total carrying value of trade debtors and unbilled amounts for client work are net of impairment losses on trade debtors and after consideration to the clients' willingness to pay those amounts accrued in respect of incomplete contracts. A different assessment of the recoverability of either balance, with reference to either the ability or willingness of the client to pay, may result in different values being determined.
Impairment of Goodwill and investments
When considering any impairment of goodwill or investments, the Directors' use impairment models with detailed cash flow forecasts to determine the value in use of the assets. The impairment testing involves significant judgement as to whether the net present value of the estimated future cash flows can support the carrying value of the asset. The key assumptions utilised in determining these cash flows are the discount rate used and the long-term growth rate.
The whole of the turnover is attributable to the principal activity of the company.
Analysis of turnover by country of destination:
Page 34
Notes to the Financial Statements
For the Period Ended 31 March 2025
Page 35
Notes to the Financial Statements
For the Period Ended 31 March 2025
Page 36
Notes to the Financial Statements
For the Period Ended 31 March 2025
Page 37
Notes to the Financial Statements
For the Period Ended 31 March 2025
Page 38
Notes to the Financial Statements
For the Period Ended 31 March 2025
12.Taxation (continued)
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statement. There is no expiry date on timing differences, unused tax losses or tax credits.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The loss after tax of the parent Company for the Period was £3,681,787 .
Page 39
Notes to the Financial Statements
For the Period Ended 31 March 2025
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Page 40
Notes to the Financial Statements
For the Period Ended 31 March 2025
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Page 41
Notes to the Financial Statements
For the Period Ended 31 March 2025
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Page 42
Notes to the Financial Statements
For the Period Ended 31 March 2025
Page 43
Notes to the Financial Statements
For the Period Ended 31 March 2025
Indirect subsidiary undertakings (continued)
Page 44
Notes to the Financial Statements
For the Period Ended 31 March 2025
Page 45
Notes to the Financial Statements
For the Period Ended 31 March 2025
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Page 46
Notes to the Financial Statements
For the Period Ended 31 March 2025
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Page 47
Notes to the Financial Statements
For the Period Ended 31 March 2025
24.Share capital (continued)
On incorporation the company issued 1 Ordinary share of £1 at par. On 24 January 2025, this £1 Ordinary share was sub-divided in 100 Ordinary shares of £0.01 each. Following this sub-division the shares were redesignated as A Ordinary shares.
On 24 January 2025, the company issued 774,900 A Ordinary shares of £0.01 each at a premium of £0.99 per share, 155,500 B Ordinary shares of £0.01 each at a premium of £1.43 per share and 200,574,957 Preference shares of £1 each at par.
Rights of shares
A Ordinary shares
Voting rights - Each share carries one vote on a written resolution, and on a vote on a resolution on a poll taken at a general meeting. Every shareholder has one vote in respect of each A Ordinary share held by him or her.
Dividend rights - subject to (i) the board recommending payment of the same; (ii) investor consent; and (iii) the prior payment of any preference dividend due to holders of preference shares, any available profits which the company may determine to distribute in respect of any financial year shall be distributed amongst the holders of the A Ordinary share and B Ordinary shares according to the number of shares held.
Distribution rights on a winding up - On a return of capital on liquidation or otherwise (except on a redemption or purchase by the company of any shares), the surplus assets of the company remaining after the payment of (i) its liabilities,; (ii) all other payments to be made in priority; and (iii) 100% of the issue price of the preference shares and the aggregate amount of any accruals and/or unpaid amounts of preference dividend, shall be distribution amongst the holders of the equity shares (pari passu as if the same constitution one class of shares) according to the number of such equity shares held by the relevant shareholder at the relevant time.
Redeemable shares - The shares are not redeemable.
B Ordinary shares
Voting rights - Each shares does not carry a right to vote..
Dividend rights - subject to (i) the board recommending payment of the same; (ii) investor consent; and (iii) the prior payment of any preference dividend due to holders of preference shares, any available profits which the company may determine to distribute in respect of any financial year shall be distributed amongst the holders of the A Ordinary share and B Ordinary shares according to the number of shares held.
Distribution rights on a winding up - On a return of capital on liquidation or otherwise, the surplus assets of the company remaining after the payment of (i) its liabilities,; (ii) all other payments to be made in priority; and (iii) 100% of the issue price of the preference shares and the aggregate amount of any accruals and/or unpaid amounts of preference dividend, shall be distribution amongst the holders of the equity shares (pari passu as if the same constitution one class of shares) according to the number of such equity shares held by the relevant shareholder at the relevant time.
Redeemable shares - The shares are not redeemable.
On 24 January 2025, the company issued 774,900 A Ordinary shares of £0.01 each at a premium of £0.99 per share, 155,500 B Ordinary shares of £0.01 each at a premium of £1.43 per share and 200,574,957 Preference shares of £1 each at par.
Rights of shares
A Ordinary shares
Voting rights - Each share carries one vote on a written resolution, and on a vote on a resolution on a poll taken at a general meeting. Every shareholder has one vote in respect of each A Ordinary share held by him or her.
Dividend rights - subject to (i) the board recommending payment of the same; (ii) investor consent; and (iii) the prior payment of any preference dividend due to holders of preference shares, any available profits which the company may determine to distribute in respect of any financial year shall be distributed amongst the holders of the A Ordinary share and B Ordinary shares according to the number of shares held.
Distribution rights on a winding up - On a return of capital on liquidation or otherwise (except on a redemption or purchase by the company of any shares), the surplus assets of the company remaining after the payment of (i) its liabilities,; (ii) all other payments to be made in priority; and (iii) 100% of the issue price of the preference shares and the aggregate amount of any accruals and/or unpaid amounts of preference dividend, shall be distribution amongst the holders of the equity shares (pari passu as if the same constitution one class of shares) according to the number of such equity shares held by the relevant shareholder at the relevant time.
Redeemable shares - The shares are not redeemable.
B Ordinary shares
Voting rights - Each shares does not carry a right to vote..
Dividend rights - subject to (i) the board recommending payment of the same; (ii) investor consent; and (iii) the prior payment of any preference dividend due to holders of preference shares, any available profits which the company may determine to distribute in respect of any financial year shall be distributed amongst the holders of the A Ordinary share and B Ordinary shares according to the number of shares held.
Distribution rights on a winding up - On a return of capital on liquidation or otherwise, the surplus assets of the company remaining after the payment of (i) its liabilities,; (ii) all other payments to be made in priority; and (iii) 100% of the issue price of the preference shares and the aggregate amount of any accruals and/or unpaid amounts of preference dividend, shall be distribution amongst the holders of the equity shares (pari passu as if the same constitution one class of shares) according to the number of such equity shares held by the relevant shareholder at the relevant time.
Redeemable shares - The shares are not redeemable.
Page 48
Notes to the Financial Statements
For the Period Ended 31 March 2025
24.Share capital (continued)
Preference shares
Voting rights - Each shares does not carry a right to vote., unless a default event has occurred in which case each share held by the investors carries one vote on a written resolution and one vote at a general meeting whether by show of hands or on a poll.
Dividend rights - Each share carries the right to receive a fixed cumulative preferential dividend at the annual rate of 10% of the issue price per share, compounded annually on 31 January and commencing 31 January 2026. The preference dividend shall be paid (in each case with investor consent): (i) on any date for payment declared by the Board; or (ii) in the absence of such declaration, immediately prior to an exit, or if earlier: (A) the date falling eight years after the completion date; (B) on the occurrence of a default event which has been notified to the Board and not remedied to the satisfaction of the investor within 5 business days of such notice; or (C) the date of any earlier redemption of the relevant preference shares (but only in respect of such shares).
Distribution rights on a winding up - On a return of capital on liquidation or otherwise (except on a redemption or purchase by the company of any shares), the surplus assets of the company remaining after the payment of its liabilities and all other payments to be made in priority (including, for the avoidance of doubt, any debts arising from non-payment of preference dividends and all other sums payable in priority) shall be applied in paying to each holder of preference shares )in priority to payments to holders of A Ordinary shares and B Ordinary shares) an amount equal to (i) firstly 100% of the issue price of such preference shares; an (ii) secondly, the aggregate amount of any accruals and/or unpaid amounts of preference dividends.
Redeemable shares - Subject to the investment agreement, the company shall redeem all the preference share then in issue immediately prior to an exit, or, if earlier, on: (i) the date falling eight years after the completion date; (ii) any date declared by the Board (acting with Investor consent); or (iii) on the occurrence of a default event, provided that no preference share shall be redeemed for a period of 24 months after the completion date where such redemption would be prohibited by regulation 43 of the AIFM regulations. Additionally, subject to the investment agreement, the holders of more than 50% in number of the preference shares in issue at the relevant time may (with investor consent) at any time require the company, by serving on it a notice to redeem such amount of preference shares as is specified in the notice.
Voting rights - Each shares does not carry a right to vote., unless a default event has occurred in which case each share held by the investors carries one vote on a written resolution and one vote at a general meeting whether by show of hands or on a poll.
Dividend rights - Each share carries the right to receive a fixed cumulative preferential dividend at the annual rate of 10% of the issue price per share, compounded annually on 31 January and commencing 31 January 2026. The preference dividend shall be paid (in each case with investor consent): (i) on any date for payment declared by the Board; or (ii) in the absence of such declaration, immediately prior to an exit, or if earlier: (A) the date falling eight years after the completion date; (B) on the occurrence of a default event which has been notified to the Board and not remedied to the satisfaction of the investor within 5 business days of such notice; or (C) the date of any earlier redemption of the relevant preference shares (but only in respect of such shares).
Distribution rights on a winding up - On a return of capital on liquidation or otherwise (except on a redemption or purchase by the company of any shares), the surplus assets of the company remaining after the payment of its liabilities and all other payments to be made in priority (including, for the avoidance of doubt, any debts arising from non-payment of preference dividends and all other sums payable in priority) shall be applied in paying to each holder of preference shares )in priority to payments to holders of A Ordinary shares and B Ordinary shares) an amount equal to (i) firstly 100% of the issue price of such preference shares; an (ii) secondly, the aggregate amount of any accruals and/or unpaid amounts of preference dividends.
Redeemable shares - Subject to the investment agreement, the company shall redeem all the preference share then in issue immediately prior to an exit, or, if earlier, on: (i) the date falling eight years after the completion date; (ii) any date declared by the Board (acting with Investor consent); or (iii) on the occurrence of a default event, provided that no preference share shall be redeemed for a period of 24 months after the completion date where such redemption would be prohibited by regulation 43 of the AIFM regulations. Additionally, subject to the investment agreement, the holders of more than 50% in number of the preference shares in issue at the relevant time may (with investor consent) at any time require the company, by serving on it a notice to redeem such amount of preference shares as is specified in the notice.
Share premium account
Profit and loss account
Page 49
Notes to the Financial Statements
For the Period Ended 31 March 2025
2) On 24 January 2025, the group acquired the entire issued share capital of Consilium AH Limited.
Page 50
Notes to the Financial Statements
For the Period Ended 31 March 2025
26.Business combinations (continued)
Page 51
Notes to the Financial Statements
For the Period Ended 31 March 2025
26.Business combinations (continued)
Page 52
Notes to the Financial Statements
For the Period Ended 31 March 2025
26.Business combinations (continued)
Page 53
Notes to the Financial Statements
For the Period Ended 31 March 2025
Pebble Topco Limited has provided a statutory Parent Company guarantee to those subsidiaries listed below in order that they are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of S479A of the Act.
Name Registered Number
Pebble Holdco Limited 16126280
Pebble Midco Limited 16127451
Pebble Bidco Limited 16128186
Brewer Topco Limited 13667814
Brewer Holdco Limited 13667867
Brewer Midco Limited 13668188
Brewer Bidco Limited 13668903
Dains Accountants Limited 13775282
Dains Trustees Limited 07358705
Dains Audit Limited 13775287
Dains LLP OC331125
Isosceles Finance Limited 03610160
HSKS Greenhalgh Limited 07686667
HSKSG Audit Limited 12612063
Dains Probate Limited 15094778
Opto Group Limited 11735424
Experas Limited 09235392
S3 Tax Limited 13882665
Lavat Consulting Limited 04810070
CRS VAT Holding Limited 11948308
Magma Partners Group Limited 15216315
Magma Partners Holdings Limited 10302369
Magma Partners Limited 08675358
Magma Audit LLP OC370086
Magma Trust & Estates Limited 09425334
McBrewer Bidco Limited SC744459
William Duncan + Co (Group) Limited SC706241
William Duncan + Co Limited SC465227
Xtra Accounting Limited SC440378
William Duncan (Business Recovery) Limited SC413558
William Duncan + Co (Audit) Limited SC739965
Condie & Co Holdings Limited SC811255
Name Registered Number
Pebble Holdco Limited 16126280
Pebble Midco Limited 16127451
Pebble Bidco Limited 16128186
Brewer Topco Limited 13667814
Brewer Holdco Limited 13667867
Brewer Midco Limited 13668188
Brewer Bidco Limited 13668903
Dains Accountants Limited 13775282
Dains Trustees Limited 07358705
Dains Audit Limited 13775287
Dains LLP OC331125
Isosceles Finance Limited 03610160
HSKS Greenhalgh Limited 07686667
HSKSG Audit Limited 12612063
Dains Probate Limited 15094778
Opto Group Limited 11735424
Experas Limited 09235392
S3 Tax Limited 13882665
Lavat Consulting Limited 04810070
CRS VAT Holding Limited 11948308
Magma Partners Group Limited 15216315
Magma Partners Holdings Limited 10302369
Magma Partners Limited 08675358
Magma Audit LLP OC370086
Magma Trust & Estates Limited 09425334
McBrewer Bidco Limited SC744459
William Duncan + Co (Group) Limited SC706241
William Duncan + Co Limited SC465227
Xtra Accounting Limited SC440378
William Duncan (Business Recovery) Limited SC413558
William Duncan + Co (Audit) Limited SC739965
Condie & Co Holdings Limited SC811255
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £693,564. Contributions totalling £660,522 were payable to the fund at the balance sheet date and are included in creditors.
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Notes to the Financial Statements
For the Period Ended 31 March 2025
On 1 September 2025 the Group acquired TBAT Innovation Limited, a value-led independent consultancy, that assists UK organisations in accessing grant funding and tax incentives to drive innovation.
At 31 March 2025, the Directors consider the ultimate controlling party to be IK X Luxco 6 S.À R.L. by virtue of its majority shareholding in the company.
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