Company registration number 14584328 (England and Wales)
R.N. PRIESTLEY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
R.N. PRIESTLEY LIMITED
COMPANY INFORMATION
Director
Mr R N P Simpson
Company number
14584328
Registered office
11a Lincoln Street
London
SW3 2TR
Auditor
Arnold Hill & Co LLP
6th Floor
Capital Tower
91 Waterloo Road
London
SE1 8RT
R.N. PRIESTLEY LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 26
R.N. PRIESTLEY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

Review of the business

The principal activity of the company is that of a holding and investment company and principal activity of its subsidiary is that of the provision of corporate finance advisory services.

Principal risks and uncertainties

The board of directors of the group has overall responsibility for the establishment and oversight of the group's risk management framework. The board is responsible for developing and monitoring the group's risk management strategy and policies.

The group is exposed to a range of risks which could affect its financial performance and the achievement of its strategic objectives. These include: Regulatory risk: the ability to meet the group’s ongoing requirements of the Financial Conduct Authority, including capital adequacy and liquidity; Economic risk: the strength and resilience of the UK economy and the impact this has on the confidence of corporate clients to enter into new transactions; and Operational risk: the ability to maintain robust internal controls, systems and processes.

The directors continually review these risks and believe that the group is well placed to manage these and that the business will develop satisfactorily in the future.

Key performance indicators

The group's key performance indicator is turnover. In the year to 31 December 2025, turnover was £1,304,998 (2024: £787,478). The profit for the period, after taxation, was in line with expectations and amounted to £73,932 (2024: £20,402).

S172 Statement
Introduction

The d irectors consider that they have adhered to the requirements of section 172 of the Companies Act 2006 (the "Act") and have, in good faith, acted in a way that they consider would be most likely to promote the success of the group for the benefit of its members and have had regard to and recognised the importance of considering all stakeholders (as set out in section 172(1)(a-f) of the Act) in its decision making.

Corporate governance framework and stakeholder engagement

For the financial year ended 31 December 2025, the group acted in accordance with the corporate governance arrangements which are embedded across the shareholders. These shareholders support the delivery of strategic and business objectives within a framework of best corporate governance practice. The group is clear that good governance and effective communications are essential on a day-to-day basis to protect the r eputation and relationships with all its stakeholder community, which includes shareholders, customers, suppliers, regulators and the local communities in which we work.

Decision making

In all decision making, the director act s in good faith in a manner most likely to promote the success of the group, and in doing so always has regard to :

- The likely consequences of any decision in the long term;

- The interests of the group's employees;

- The need to foster the group's business relationships with suppliers, customers and others;

- The impact of the group's operations on the community and the environment;

- The desirability of the group maintaining a reputation for high standards of business conduct;

- T he need to act fairly as between members of the group.

Engagement to stakeholders

In order to meet the strategic objectives of the group, we have developed strong mutually beneficial r elationships with suppliers, customers and local commun i ti es. The group ensures that such relationships are established and managed in line with the core principles and values of the group. The d irectors continuously assess the priorities related to customers, local communities and those with whom we do business.

R.N. PRIESTLEY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

On behalf of the board

Mr R N P Simpson
Director
1 May 2026
R.N. PRIESTLEY LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company is that of a holding company and the overall group is that of the provision of corporate finance advisory services.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr R N P Simpson
Auditor

The auditor, Arnold Hill & Co LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr R N P Simpson
Director
1 May 2026
R.N. PRIESTLEY LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the director to prepare financial statements for each financial year. Under that law, the director has elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

R.N. PRIESTLEY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF R.N. PRIESTLEY LIMITED
- 5 -
Opinion

We have audited the financial statements of R.N. Priestley Limited (the 'parent company') and its subsidiar y (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's 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 opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the director's report have been prepared in accordance with applicable legal requirements.

R.N. PRIESTLEY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF R.N. PRIESTLEY LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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

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

- the parent company financial statements are not in agreement with the accounting records and returns; or

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

- we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or parent company or to cease operations, or has 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.

Detection of fraud and breaches of laws and regulations
To identify risks of material misstatement due to fraud, we considered events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to do so. Our approach included:
•
using analytical procedures to identify unusual relationships;
•
reading minutes of company meetings;
•
discussing company policies and procedures on fraud detection and prevention with directors, and enquiring about any knowledge of actual, alleged or suspected fraud.
We communicated identified fraud risks throughout our team and remained alert to any indications of fraud throughout the audit.
To identify risks of material misstatement due to non-compliance with laws and regulations, our approach was as follows:
R.N. PRIESTLEY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF R.N. PRIESTLEY LIMITED
- 7 -
•
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;
•
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations;
•
We considered the nature of the industry, the control environment and business performance, including the key drivers for management's remuneration.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. We also performed procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular the risks that revenue is recorded in the wrong period and that management may be in a position to make inappropriate accounting entries. Our procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiries of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding non-detection of fraud rather than error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Stephanie Evans (Senior Statutory Auditor)
For and on behalf of Arnold Hill & Co LLP
1 May 2026
Chartered Accountants
Statutory Auditor
6th Floor
Capital Tower
91 Waterloo Road
London
SE1 8RT
R.N. PRIESTLEY LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
1,304,998
787,478
Administrative expenses
(1,326,979)
(903,656)
Operating loss
4
(21,981)
(116,178)
Interest receivable and similar income
7
43,826
108,025
Interest payable and similar expenses
8
-
0
(23)
Other gains and losses
9
49,229
35,366
Profit before taxation
71,074
27,190
Tax on profit
10
2,858
(6,788)
Profit for the financial year
73,932
20,402
Profit for the financial year is attributable to:
- Owners of the parent company
78,251
47,287
- Non-controlling interests
(4,319)
(26,885)
73,932
20,402
R.N. PRIESTLEY LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
£
£
Profit for the year
73,932
20,402
Other comprehensive income
-
-
Total comprehensive income for the year
73,932
20,402
Total comprehensive income for the year is attributable to:
- Owners of the parent company
78,251
47,287
- Non-controlling interests
(4,319)
(26,885)
73,932
20,402
R.N. PRIESTLEY LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
12
2,778
-
0
Investments
13
868,294
612,846
871,072
612,846
Current assets
Debtors
15
6,782
43,749
Cash at bank and in hand
1,072,064
1,276,718
1,078,846
1,320,467
Creditors: amounts falling due within one year
16
(41,273)
(98,600)
Net current assets
1,037,573
1,221,867
Net assets
1,908,645
1,834,713
Capital and reserves
Called up share capital
18
100
100
Profit and loss reserves
1,824,263
1,746,012
Equity attributable to owners of the parent company
1,824,363
1,746,112
Non-controlling interests
84,282
88,601
Total equity
1,908,645
1,834,713
The financial statements were approved and signed by the director and authorised for issue on 1 May 2026
01 May 2026
Mr R N P Simpson
Director
Company registration number 14584328 (England and Wales)
R.N. PRIESTLEY LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
900,794
645,346
Current assets
Debtors
15
1,207
12,192
Cash at bank and in hand
812,831
994,743
814,038
1,006,935
Creditors: amounts falling due within one year
16
(14,493)
(38,213)
Net current assets
799,545
968,722
Net assets
1,700,339
1,614,068
Capital and reserves
Called up share capital
18
100
100
Profit and loss reserves
1,700,239
1,613,968
Total equity
1,700,339
1,614,068

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £86,271 (2024 - £97,217 profit).

The financial statements were approved and signed by the director and authorised for issue on 1 May 2026
01 May 2026
Mr R N P Simpson
Director
Company registration number 14584328 (England and Wales)
R.N. PRIESTLEY LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 1 January 2024
100
3,248,725
3,248,825
115,486
3,364,311
Year ended 31 December 2024:
Profit and total comprehensive income
-
47,287
47,287
(26,885)
20,402
Dividends
11
-
(1,550,000)
(1,550,000)
-
(1,550,000)
Balance at 31 December 2024
100
1,746,012
1,746,112
88,601
1,834,713
Year ended 31 December 2025:
Profit and total comprehensive income
-
78,251
78,251
(4,319)
73,932
Balance at 31 December 2025
100
1,824,263
1,824,363
84,282
1,908,645
R.N. PRIESTLEY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
100
3,066,751
3,066,851
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
97,217
97,217
Dividends
11
-
(1,550,000)
(1,550,000)
Balance at 31 December 2024
100
1,613,968
1,614,068
Year ended 31 December 2025:
Profit and total comprehensive income
-
86,271
86,271
Balance at 31 December 2025
100
1,700,239
1,700,339
R.N. PRIESTLEY LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
21
(38,339)
39,102
Interest paid
-
0
(23)
Income taxes paid
(891)
(425,023)
Net cash outflow from operating activities
(39,230)
(385,944)
Investing activities
Purchase of tangible fixed assets
(3,031)
-
Purchase of investments
(206,219)
(577,480)
Interest received
43,826
108,025
Net cash used in investing activities
(165,424)
(469,455)
Financing activities
Dividends paid to equity shareholders
-
0
(1,550,000)
Net cash used in financing activities
-
(1,550,000)
Net decrease in cash and cash equivalents
(204,654)
(2,405,399)
Cash and cash equivalents at beginning of year
1,276,718
3,682,117
Cash and cash equivalents at end of year
1,072,064
1,276,718
R.N. PRIESTLEY LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
22
6,792
4,305
Income taxes paid
(20,719)
(2,780)
Net cash (outflow)/inflow from operating activities
(13,927)
1,525
Investing activities
Purchase of investments
(206,219)
(577,480)
Interest received
38,234
98,198
Net cash used in investing activities
(167,985)
(479,282)
Financing activities
Dividends paid to equity shareholders
-
(1,550,000)
Net cash used in financing activities
-
(1,550,000)
Net decrease in cash and cash equivalents
(181,912)
(2,027,757)
Cash and cash equivalents at beginning of year
994,743
3,022,500
Cash and cash equivalents at end of year
812,831
994,743
R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
1
Accounting policies
Company information

R.N. Priestley Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 11a Lincoln Street, London, SW3 2TR.

The group consists of R.N. Priestley Limited and Resolution Partners Limited.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company R.N. Priestley Limited together with its 65% subsidiary.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

A t the time of approving the financial statements, t he director has a reasonable expectation that the group and parent company ha ve adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

In respect of assignments with a fixed and variable element, the fixed part, the retainer, consists of a non returnable fee in connection with the service provided and is recognised in the period to which it relates, in accordance with each contract. Any variable element in the contract represents a success fee and is only recognised in the year of successful completion of the contract and therefore no work in progress is recognised. Consultancy fees are recognised when invoiced.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit and loss during the period in which they are incurred.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Office equipment
straight line over three years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

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

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.9
Cash and cash equivalents

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

R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod, less any impairment. Interest is recognised using the effective interest rate, except for short-term debtors when the recognition of interest would be immaterial.

Basic financial liabilities

Basic financial liabilities, including creditors are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method, except for short-term creditors when the recognition of interest would be immaterial.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Leases
R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover
The turnover of the group is attributable to the provision of corporate finance advisory services.
4
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging:
Depreciation of tangible fixed assets
253
63
Operating lease charges
45,956
48,419
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,465
3,300
Audit of the financial statements of the company's subsidiaries
8,000
8,000
11,465
11,300
R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Management
2
2
-
-
Advisory
1
1
-
-
Total
3
3
0
0

The key management personnel aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
1,055,624
694,452
-
0
-
0
Social security costs
155,497
88,839
-
-
1,211,121
783,291
-
0
-
0
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
43,826
108,025
8
Interest payable and similar expenses
2025
2024
£
£
Other finance costs:
Other interest
-
23
9
Amounts written off investments
2025
2024
£
£
Gain on financial assets held at fair value through profit or loss
50,395
36,795
Other gains/(losses)
Loss on disposal of financial assets held at fair value through profit or loss
(1,166)
(1,429)
49,229
35,366
R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
3,743
29,813
Adjustments in respect of prior periods
(6,601)
1,951
Total current tax
(2,858)
31,764
Deferred tax
Tax losses carried forward
-
0
(24,960)
Other adjustments
-
0
(16)
Total deferred tax
-
0
(24,976)
Total tax (credit)/charge
(2,858)
6,788

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

2025
2024
£
£
Profit before taxation
71,074
27,190
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
17,769
6,798
Tax effect of expenses that are not deductible in determining taxable profit
196
-
0
Tax effect of income not taxable in determining taxable profit
(14,930)
(1,343)
Unutilised tax losses carried forward
2,265
-
0
Adjustments in respect of prior years
(6,601)
1,951
Marginal relief
(1,557)
(602)
Movement in deferred tax
-
0
(16)
Taxation (credit)/charge
(2,858)
6,788
11
Dividends
2025
2024
2025
2024
Recognised as distributions to equity holders:
Per share
Per share
Total
Total
£
£
£
£
Ordinary shares
Final paid
-
15,500.00
-
1,550,000
R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
12
Tangible fixed assets
Group
Office equipment
£
Cost
At 1 January 2025
8,986
Additions
3,031
At 31 December 2025
12,017
Depreciation and impairment
At 1 January 2025
8,986
Depreciation charged in the year
253
At 31 December 2025
9,239
Carrying amount
At 31 December 2025
2,778
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
32,500
32,500
Listed investments
855,795
595,725
855,795
595,725
Other investments
12,499
17,121
12,499
17,121
868,294
612,846
900,794
645,346
Movements in fixed asset investments
Group
Investments
Other
Total
£
£
£
Cost or valuation
At 1 January 2025
595,725
17,121
612,846
Additions
325,566
-
325,566
Valuation changes
50,136
-
50,136
Disposals
(115,632)
(4,622)
(120,254)
At 31 December 2025
855,795
12,499
868,294
Carrying amount
At 31 December 2025
855,795
12,499
868,294
At 31 December 2024
595,725
17,121
612,846
R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Fixed asset investments
(Continued)
- 23 -
Movements in fixed asset investments
Company
Shares in subsidiaries
Investments
Other
Total
£
£
£
£
Cost or valuation
At 1 January 2025
32,500
595,725
17,121
645,346
Additions
-
325,566
-
325,566
Valuation changes
-
50,136
-
50,136
Disposals
-
(115,632)
(4,622)
(120,254)
At 31 December 2025
32,500
855,795
12,499
900,794
Carrying amount
At 31 December 2025
32,500
855,795
12,499
900,794
At 31 December 2024
32,500
595,725
17,121
645,346
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Resolution Partners Limited
England & Wales
Corporate finance advisory services
Ordinary shares
65.00
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Corporation tax recoverable
229
-
0
-
0
-
0
Prepayments and accrued income
6,553
18,789
1,207
12,192
6,782
18,789
1,207
12,192
Deferred tax asset (note 17)
-
0
24,960
-
0
-
0
6,782
43,749
1,207
12,192
R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
3,936
2,700
-
0
-
0
Corporation tax payable
3,743
32,223
3,743
29,813
Other taxation and social security
11,494
41,782
-
0
-
0
Accruals and deferred income
22,100
21,895
10,750
8,400
41,273
98,600
14,493
38,213
17
Deferred taxation

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

Assets
Assets
2025
2024
Group
£
£
Tax losses
-
24,960
The company has no deferred tax assets or liabilities.

The deferred tax asset set out above is expected to reverse within 3 years and relates to the utilisation of tax losses against future expected profits of the same period.

18
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
19
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
10,267
31,920
-
-
20
Controlling party
R.N. Priestley Limited is controlled by Mr R N P Simpson, who is a director and shareholder of the company.
R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
21
Cash (absorbed by)/generated from group operations
2025
2024
£
£
Profit for the year after tax
73,932
20,402
Adjustments for:
Taxation (credited)/charged
(2,858)
6,788
Finance costs
-
0
23
Investment income
(43,826)
(108,025)
Depreciation and impairment of tangible fixed assets
253
63
Other gains and losses
(49,229)
(35,366)
Movements in working capital:
Decrease in debtors
12,236
116,786
(Decrease)/increase in creditors
(28,847)
38,431
Cash (absorbed by)/generated from operations
(38,339)
39,102
22
Cash generated from operations - company
2025
2024
£
£
Profit for the year after tax
86,271
97,217
Adjustments for:
Taxation (credited)/charged
(5,351)
29,813
Investment income
(38,234)
(98,198)
(Gains)/losses on investments
(49,229)
(35,366)
Movements in working capital:
Decrease in debtors
10,985
10,239
Increase in creditors
2,350
600
Cash generated from operations
6,792
4,305
23
Analysis of changes in net funds - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
1,276,718
(204,654)
1,072,064
R.N. PRIESTLEY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
24
Analysis of changes in net funds - company
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
994,743
(181,912)
812,831
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