Registration number: 15876316

SMH Topco Limited

Contents

Company Information	1
Strategic Report	2
Directors' Report	3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 7
Consolidated Profit and Loss Account	8
Consolidated Balance Sheet	9
Balance Sheet	10
Consolidated Statement of Changes in Equity	11
Statement of Changes in Equity	12
Consolidated Statement of Cash Flows	13
Notes to the Financial Statements	14 to 29

SMH Topco Limited

Company Information

Directors

J M Dickens S J Fern J E Hartley B J Robinson K A Williamson A R Corbett C A Green

Registered office

5 Westbrook Court Sharrow Vale Road Sheffield South Yorkshire S11 8YZ

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

SMH Topco Limited

Strategic Report for the period from 5 August 2024 to 31 August 2025

The directors present their strategic report for the period from 5 August 2024 to 31 August 2025.

Principal activity

The principal activity of the group is that of accountants, auditors, financial advisers, legal executives and finance brokers.

Fair review of the business

These financial statements represent the trade of the SMH Group from 21 December 2024 when the Group was acquired by Phoenix Equity Partners to 31 August 2025.

During the period, significant investment was made into the cost infrastructure of the Group to put it in the best position to accelerate growth organically and through further M&A. The main performance indicators for the Group are turnover, gross profit margins, EBITDA and staff turnover.

Turnover for the period was £8,896,000 and represented continued organic growth for the Group. Gross profit margins were 49% and strong against industry norms.

Under the new ownership of Phoenix Equity Partners, the SMH Group are well positioned to achieved their long term strategic goals.

Principal risks and uncertainties

The professional services market remains highly competitive. This competition includes staff, client satisfaction and pricing. The directors remain vigilant to these risks and regularly review the competitiveness of the group in the market.

Exposure to liquidity and cashflow risk is managed by good credit terms with major suppliers and with customers, along with ongoing reviews of bank and borrowings.

Approved by the Board on 11 May 2026 and signed on its behalf by:

J M Dickens
Director

SMH Topco Limited

Directors' Report for the Period from 5 August 2024 to 31 August 2025

The directors present their report and the for the period from 5 August 2024 to 31 August 2025.

Incorporation

The company was incorporated on 5 August 2024.

Directors of the company

The directors who held office during the period were as follows:

J M Dickens (appointed 21 December 2024)

S J Fern (appointed 14 May 2025)

J E Hartley (appointed 21 December 2024)

B J Robinson (appointed 21 December 2024)

W J Skinner (appointed 9 October 2024 and resigned 9 February 2026)

K A Williamson (appointed 27 February 2025)

R W Hill (appointed 9 October 2024 and resigned 21 December 2024)

J Jones (appointed 5 August 2024 and resigned 9 October 2024)

Squire Patton Boggs Secretaries Ltd - Company secretary and director (appointed 5 August 2024 and resigned 9 October 2024)

The following directors were appointed after the period end:

A R Corbett (appointed 6 February 2026)

C A Green (appointed 9 February 2026)

Financial risk management

Objectives and policies

The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures.

The group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company and group's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Appointment of auditors

Hazlewoods LLP were appointed as auditors to the company and the group during the period and have expressed their willingness to continue in office.

Approved by the Board on 11 May 2026 and signed on its behalf by:

J M Dickens
Director

SMH Topco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and 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; and
•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

SMH Topco Limited

Independent Auditor's Report to the Members of SMH Topco Limited

Opinion

We have audited the financial statements of SMH Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 5 August 2024 to 31 August 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•	give a true and fair view of the state of the group's and the parent company's affairs as at 31 August 2025 and of the group's loss for the period 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

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

•	the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

SMH Topco Limited

Independent Auditor's Report to the Members of SMH Topco Limited

We have nothing to report in respect of the following matters where 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 directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor’s responsibilities for the audit of the financial statements

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

Extent to which the audit was capable of detecting irregularities, including fraud

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:

We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

•	reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•	performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

•	enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

•	reading minutes of meetings of those charged with governance.

SMH Topco Limited

Independent Auditor's Report to the Members of SMH Topco Limited

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

James Morter (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

11 May 2026

SMH Topco Limited

Consolidated Profit and Loss Account for the Period from 5 August 2024 to 31 August 2025

	Note	2025 £ 000
Turnover	3	8,866
Cost of sales		(4,495)
Gross profit		4,371
Administrative expenses		(5,410)
Exceptional expenses	4	(530)
Operating loss	5	(1,569)
Other interest receivable and similar income	6	38
Interest payable and similar expenses	7	(3,551)
		(3,513)
Loss before tax		(5,082)
Tax on loss	11	(250)
Loss for the financial period		(5,332)

The above results were derived from continuing operations.

The group has no recognised gains or losses for the period other than the results above.

SMH Topco Limited

(Registration number: 15876316)
Consolidated Balance Sheet as at 31 August 2025

	Note	2025 £ 000
Fixed assets
Intangible assets	12	36,818
Tangible assets	13	282
		37,100
Current assets
Debtors	16	5,179
Cash at bank and in hand		3,022
		8,201
Creditors: Amounts falling due within one year	17	(2,163)
Net current assets		6,038
Total assets less current liabilities		43,138
Creditors: Amounts falling due after more than one year	17	(47,925)
Provisions for liabilities	19	(69)
Net liabilities		(4,856)
Capital and reserves
Called up share capital	21	48
Share premium reserve		428
Retained earnings		(5,332)
Equity attributable to owners of the company		(4,856)
Shareholders' deficit		(4,856)

Approved and authorised by the Board on 11 May 2026 and signed on its behalf by:
 

J M Dickens
Director

SMH Topco Limited

(Registration number: 15876316)
Balance Sheet as at 31 August 2025

	Note	2025 £ 000
Fixed assets
Investments	14	-
Current assets
Debtors	16	38,494
Total assets less current liabilities		38,494
Creditors: Amounts falling due after more than one year	17	(37,980)
Net assets		514
Capital and reserves
Called up share capital	21	48
Share premium reserve		428
Retained earnings		38
Shareholders' funds		514

As permitted by section 408 of the Companies Act 2006, the parent company's statement of comprehensive income has not been included in these financial statements. The company made a profit after tax for the financial period of £38,000.

Approved and authorised by the Board on 11 May 2026 and signed on its behalf by:
 

J M Dickens
Director

SMH Topco Limited

Consolidated Statement of Changes in Equity for the Period from 5 August 2024 to 31 August 2025
Equity attributable to the parent company