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REGISTERED NUMBER: 09338820 (England and Wales)

| Group Strategic Report, |

| Report of the Directors and |

| Consolidated Financial Statements |

| for the Year Ended 31 October 2025 |

| for |

| TSGroup Ltd |

TSGroup Ltd (Registered number: 09338820)

Contents of the Consolidated Financial Statements

for the Year Ended 31 October 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 3 |

Report of the Independent Auditors | 4 |

Consolidated Profit and Loss Account | 8 |

Consolidated Other Comprehensive Income | 9 |

Consolidated Balance Sheet | 10 |

Company Balance Sheet | 11 |

Consolidated Statement of Changes in Equity | 12 |

Company Statement of Changes in Equity | 13 |

Consolidated Cash Flow Statement | 14 |

Notes to the Consolidated Cash Flow Statement | 15 |

Notes to the Consolidated Financial Statements | 16 |

TSGroup Ltd

Company Information

for the Year Ended 31 October 2025

| DIRECTORS: | S P Carnwell

| R L Stow

| SECRETARY: | S P Carnwell

| REGISTERED OFFICE: | 6 King Edward Street

| Macclesfield

| Cheshire

| SK10 1AB

| REGISTERED NUMBER: | 09338820 (England and Wales)

| AUDITORS: | Thompson Wright (Audit) Limited

| Chartered Accountants

| and Statutory Auditors

| Ebenezer House

| Ryecroft

| Newcastle under Lyme

| Staffordshire

| ST5 2BE

TSGroup Ltd (Registered number: 09338820)

Group Strategic Report

for the Year Ended 31 October 2025

The directors present their strategic report of the company and the group for the year ended 31 October 2025.

REVIEW OF BUSINESS

The Directors are pleased to report a profit before tax which is circa 700% that of the loss in 2024. Since 2020 the business has been winding down it's RTA areas of work, this is now materially completed. RTA historically was our major area of Legal work.

The group although with a slightly smaller overall income than in 2024, has significantly increased its turnover in the planned growth areas of Private Client and Clinical Negligence. We also continue to grow our ELPL department in both staff numbers and turnover.

Our margin has increased by nearly 9% as we continue to market in different ways for Private Client and Clinical Negligence work, reducing acquisition costs and growing loyalty to our adjusted brand, and services.

Overall profit as a % of turnover has risen by 10.4% reflecting decreased case acquisition costs.

The accounts do not contain unsettled cases within our work in progress at year end. We still have over £600,000 more work in progress compared to budget, not valued in our accounts. We are carrying over £1.6 million of work in progress at year end at cost. This also excludes Private Client WIP.

Our cash reserves have fallen by 19% from 2024 as we have funded the final reduction in Ex RTA staff, and the buyout of one shareholder.

We consider the following to be key performance indicators;

| 2025 |  | 2024 |

Gross profit percentage |  | 89.78% |  | 80.97% |

Net (loss)/profit percentage |  | 13.23% |  | (0.88%) |

Liquidity |  | 280.60% |  | 287.5% |

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors have identified the key risks faced by the company to be:

a) Market risk

b) Financial risk

With regards to market risk, the key risk remains the continuing growth of Private Client work, development of good Clinical Negligence and ELPL work, and also staffing costs in the current UK legal economy.

The company seeks to manage financial risk by ensuring liquidity is available to meet foreseeable needs and monitor work levels closely to ensure that they are sufficient in Private Client, ELPL and Clinical Negligence areas.

To achieve short term flexibility, the company operates an overdraft facility which means that it is exposed to interest rate risk, although the overdraft facility has not been used in 2025.

FUTURE DEVELOPMENTS

Looking to the future as reported above the directors will continue with their diversification plan into areas not affected by the proposed legislative changes.

ON BEHALF OF THE BOARD:

R L Stow - Director

13 May 2026

TSGroup Ltd (Registered number: 09338820)

Report of the Directors

for the Year Ended 31 October 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2025.

PRINCIPAL ACTIVITY

The principal activity of the group is the provision of legal and claims services for road traffic accident claims. Additional to this the group also provides a comprehensive range of non accident related legal services.

DIVIDENDS

The total distribution of dividends for the year ended 31 October 2025 will be £ 1,231,079 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

S P Carnwell

R L Stow

Other changes in directors holding office are as follows:

Mr M D Belfield - resigned 5 June 2025

DISCLOSURE IN THE STRATEGIC REPORT

Future developments and principal risks and uncertainties are disclosed in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Thompson Wright (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R L Stow - Director

13 May 2026

Report of the Independent Auditors to the Members of

TSGroup Ltd

Opinion

We have audited the financial statements of TSGroup Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 31 October 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 Auditors' 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 and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 the audit:

- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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.

Report of the Independent Auditors to the Members of

TSGroup Ltd

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

Report of the Independent Auditors to the Members of

TSGroup Ltd

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the Senior Statutory Auditor ensured that the audit team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of solicitors.

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental consumer rights act, other industry specific accreditations and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the group's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Report of the Independent Auditors to the Members of

TSGroup Ltd

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 Report of the Auditors.

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 a Report of the Auditors 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.

Jeremy Bostock FCA BFP BA(Hons) (Senior Statutory Auditor)

for and on behalf of Thompson Wright (Audit) Limited

Chartered Accountants

and Statutory Auditors

Ebenezer House

Ryecroft

Newcastle under Lyme

Staffordshire

ST5 2BE

13 May 2026

TSGroup Ltd (Registered number: 09338820)

Consolidated Profit and Loss Account

for the Year Ended 31 October 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 3 | 5,670,364 |  | 5,915,073 |  |

Cost of sales | 579,782 |  | 1,125,436 |  |

GROSS PROFIT | 5,090,582 |  | 4,789,637 |  |

Administrative expenses | 4,511,476 |  | 5,074,086 |  |

579,106 |  | (284,449 | ) |

Other operating income | 17,062 |  | 30,817 |  |

OPERATING PROFIT/(LOSS) | 5 | 596,168 |  | (253,632 | ) |

Interest receivable and similar income | 312,899 |  | 366,856 |  |

909,067 |  | 113,224 |  |

Interest payable and similar expenses | 6 | 158,965 |  | 165,401 |  |

PROFIT/(LOSS) BEFORE TAXATION | 750,102 |  | (52,177 | ) |

Tax on profit/(loss) | 7 | 229,479 |  | 21,830 |  |

PROFIT/(LOSS) FOR THE FINANCIAL YEAR | 520,623 |  | (74,007 | ) |

Profit/(loss) attributable to:

Owners of the parent | 520,623 |  | (74,007 | ) |

TSGroup Ltd (Registered number: 09338820)

Consolidated Other Comprehensive Income

for the Year Ended 31 October 2025

| 2025 |  | 2024

| Notes | £ | £ |

PROFIT/(LOSS) FOR THE YEAR | 520,623 |  | (74,007 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 520,623 |  | (74,007 | ) |

Total comprehensive income attributable to:

Owners of the parent | 520,623 |  | (74,007 | ) |

TSGroup Ltd (Registered number: 09338820)

Consolidated Balance Sheet

31 October 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 10 | 712,131 |  | 854,558 |  |

Tangible assets | 11 | 36,052 |  | 50,711 |  |

Investments | 12 | - |  | - |  |

748,183 |  | 905,269 |  |

CURRENT ASSETS

Debtors | 13 | 4,607,509 |  | 4,684,878 |  |

Cash at bank and in hand | 4,632,680 |  | 5,747,606 |  |

9,240,189 |  | 10,432,484 |  |

CREDITORS

Amounts falling due within one year | 14 | 3,292,995 |  | 3,628,629 |  |

NET CURRENT ASSETS | 5,947,194 |  | 6,803,855 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 6,695,377 |  | 7,709,124 |  |

PROVISIONS FOR LIABILITIES | 17 | 7,006 |  | 10,297 |  |

NET ASSETS | 6,688,371 |  | 7,698,827 |  |

CAPITAL AND RESERVES

Called up share capital | 18 | 381,335 |  | 429,335 |  |

Capital redemption reserve | 19 | 418,694 |  | 370,694 |  |

Merger Reserve | 19 | (399,927 | ) | (399,927 | ) |

Retained earnings | 19 | 6,288,269 |  | 7,298,725 |  |

SHAREHOLDERS' FUNDS | 6,688,371 |  | 7,698,827 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 13 May 2026 and were signed on its behalf by:

R L Stow - Director

TSGroup Ltd (Registered number: 09338820)

Company Balance Sheet

31 October 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 10 | - |  | - |  |

Tangible assets | 11 | - |  | - |  |

Investments | 12 | 800,004 |  | 800,004 |  |

800,004 |  | 800,004 |  |

CURRENT ASSETS

Debtors | 13 | 1,804,101 |  | 1,804,101 |  |

Cash at bank | 87 |  | 87 |  |

1,804,188 |  | 1,804,188 |  |

CREDITORS

Amounts falling due within one year | 14 | 1,804,188 |  | 1,804,188 |  |

NET CURRENT LIABILITIES | - |  | - |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 800,004 |  | 800,004 |  |

CAPITAL AND RESERVES

Called up share capital | 18 | 381,335 |  | 429,335 |  |

Capital redemption reserve | 19 | 418,669 |  | 370,669 |  |

SHAREHOLDERS' FUNDS | 800,004 |  | 800,004 |  |

Company's profit for the financial year | 1,531,079 |  | 1,068,191 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 13 May 2026 and were signed on its behalf by:

R L Stow - Director

TSGroup Ltd (Registered number: 09338820)

Consolidated Statement of Changes in Equity

for the Year Ended 31 October 2025

| Called up |  | Capital |

| share |  | Retained |  | redemption |  | Merger |  | Total

| capital |  | earnings |  | reserve |  | Reserve |  | equity

£ | £ | £ | £ | £ |

Balance at 1 November 2023 | 429,335 |  | 8,440,923 |  | 370,694 |  | (399,927 | ) | 8,841,025 |  |

Changes in equity

Dividends | - |  | (1,068,191 | ) | - |  | - |  | (1,068,191 | ) |

Total comprehensive income | - |  | (74,007 | ) | - |  | - |  | (74,007 | ) |

Balance at 31 October 2024 | 429,335 |  | 7,298,725 |  | 370,694 |  | (399,927 | ) | 7,698,827 |  |

Changes in equity

Share buyback | (48,000 | ) | (300,000 | ) | 48,000 |  | - |  | (300,000 | ) |

Dividends | - |  | (1,231,079 | ) | - |  | - |  | (1,231,079 | ) |

Total comprehensive income | - |  | 520,623 |  | - |  | - |  | 520,623 |  |

Balance at 31 October 2025 | 381,335 |  | 6,288,269 |  | 418,694 |  | (399,927 | ) | 6,688,371 |  |

TSGroup Ltd (Registered number: 09338820)

Company Statement of Changes in Equity

for the Year Ended 31 October 2025

| Called up |  | Capital |

| share |  | Retained |  | redemption |  | Total

| capital |  | earnings |  | reserve |  | equity

£ | £ | £ | £ |

Balance at 1 November 2023 | 429,335 |  | - |  | 370,669 |  | 800,004 |  |

Changes in equity

Dividends | - |  | (1,068,191 | ) | - |  | (1,068,191 | ) |

Total comprehensive income | - |  | 1,068,191 |  | - |  | 1,068,191 |  |

Balance at 31 October 2024 | 429,335 |  | - |  | 370,669 |  | 800,004 |  |

Changes in equity

Share buyback | (48,000 | ) | (300,000 | ) | 48,000 |  | (300,000 | ) |

Dividends | - |  | (1,231,079 | ) | - |  | (1,231,079 | ) |

Total comprehensive income | - |  | 1,531,079 |  | - |  | 1,531,079 |  |

Balance at 31 October 2025 | 381,335 |  | - |  | 418,669 |  | 800,004 |  |

TSGroup Ltd (Registered number: 09338820)

Consolidated Cash Flow Statement

for the Year Ended 31 October 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 405,661 |  | 178,826 |  |

Interest paid | (158,965 | ) | (165,401 | ) |

Tax paid | (132,461 | ) | 11,081 |  |

Net cash from operating activities | 114,235 |  | 24,506 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (10,981 | ) | (30,024 | ) |

Interest received | 312,899 |  | 366,856 |  |

Net cash from investing activities | 301,918 |  | 336,832 |  |

Cash flows from financing activities

Loan repayments in year | - |  | (210,860 | ) |

Share buyback | (300,000 | ) | - |  |

Equity dividends paid | (1,231,079 | ) | (1,068,191 | ) |

Net cash from financing activities | (1,531,079 | ) | (1,279,051 | ) |

Decrease in cash and cash equivalents | (1,114,926 | ) | (917,713 | ) |

Cash and cash equivalents at beginning of year | 2 | 5,747,606 |  | 6,665,319 |  |

Cash and cash equivalents at end of year | 2 | 4,632,680 |  | 5,747,606 |  |

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Cash Flow Statement

for the Year Ended 31 October 2025

1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2025 |  | 2024

£ | £ |

| Profit/(loss) before taxation | 750,102 |  | (52,177 | ) |

| Depreciation charges | 168,065 |  | 174,292 |  |

| Profit on disposal of fixed assets | - |  | (1 | ) |

| Loss on disposal of fixed assets | 2 |  | - |  |

| Finance costs | 158,965 |  | 165,401 |  |

| Finance income | (312,899 | ) | (366,856 | ) |

764,235 |  | (79,341 | ) |

| Decrease in trade and other debtors | 75,604 |  | 512,134 |  |

| Decrease in trade and other creditors | (434,178 | ) | (253,967 | ) |

| Cash generated from operations | 405,661 |  | 178,826 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 31 October 2025

| 31.10.25 |  | 1.11.24

£ | £ |

| Cash and cash equivalents | 4,632,680 |  | 5,747,606 |  |

| Year ended 31 October 2024

| 31.10.24 |  | 1.11.23

£ | £ |

| Cash and cash equivalents | 5,747,606 |  | 6,665,319 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.11.24 | Cash flow | At 31.10.25

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 5,747,606 |  | (1,114,926 | ) | 4,632,680 |  |

5,747,606 |  | (1,114,926 | ) | 4,632,680 |  |

| Total | 5,747,606 |  | (1,114,926 | ) | 4,632,680 |  |

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements

for the Year Ended 31 October 2025

1. | STATUTORY INFORMATION

| TSGroup Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

| The presentation currency of the financial statements is the Pound Sterling (£).

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed below.

| Going concern

| The group had net assets of £6,688,371 (2024: £7,698,827) at the year end and has continued to generate profits post year end. The directors believe the the group is well placed to manage the risks at these challenging times and therefore continue to adopt a going concern basis of accounting preparing these financial statements.

| Basis of consolidation

| The group financial statements consolidate the financial statements of the limited company and its

| subsidiary and its associate undertakings.

| Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases.

| Subsidiaries are included in the consolidated financial statements on the acquisition basis whilst associates are included using the equity method.

| Group reconstructions are included in the consolidated financial statements using the merger basis.

| Significant judgements and estimates

| The group makes significant judgements and estimates concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are detailed below.

| Impairment of debtors

| Management makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the progress and stage reached of individual cases.

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 October 2025

2. | ACCOUNTING POLICIES - continued

| Turnover

| Turnover represents amounts chargeable to clients for professional services provided during the year, inclusive of direct expenses incurred on client assignments but excluding value added tax. Turnover is recognised when a right to consideration has been obtained through performance under each contract. Consideration accrues as contract activity progresses by reference to the value of work performed.

| Turnover also includes appropriate amounts in respect of long-term work in progress, to the extent that the outcome of these contracts can be assessed with reasonable certainty.

| Turnover is not recognised where the right to receive payment is conditional on events outside the control of the business.

| Unbilled revenue is included in debtors as 'Trade debtors'.

| All turnover is derived from UK customers.

| Goodwill

| Goodwill being the amount paid in connection with the acquisition of a business in 2004 is being amortised over the estimated useful life of 10 years, restructuring with the holding company in 2010 over 20 years, the acquisition of a subsidiary in 2014 over 5 years and the acquisition of an unincorporated business in 2018 over 10 years.

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Short leasehold | - | 33% on cost

| Office equipment | - | 25% on cost

| Fixtures and fittings | - | 15% on cost

| Website | - | 33% on cost and 25% on cost

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 October 2025

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| The group has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

| (i) Financial assets

| Basic financial assets, including trade and other debtors, and cash and bank balances are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method.

| 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.

| (ii) Financial liabilities

| Basic financial liabilities, including trade and other creditors and loans from fellow group companies, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as creditors due after more than one year. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

3. | TURNOVER

| The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by class of business is given below:

| 2025 |  | 2024

£ | £ |

| Large loss | 1,794,790 |  | 1,608,351 |  |

| Clinical Negligence | 1,150,837 |  | 493,865 |  |

| RTA Exited | 739,329 |  | 807,331 |  |

| Employer/public liability | 1,343,984 |  | 1,142,181 |  |

| Other legal fees | 641,424 |  | 1,863,345 |  |

5,670,364 |  | 5,915,073 |  |

4. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 2,415,994 |  | 2,712,207 |  |

| Social security costs | 269,603 |  | 278,526 |  |

| Other pension costs | 292,468 |  | 363,620 |  |

2,978,065 |  | 3,354,353 |  |

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 October 2025

4. | EMPLOYEES AND DIRECTORS - continued

| The average number of employees during the year was as follows:

| 2025 |  | 2024

| Directors | 2 |  | 3 |  |

| Fee earners | 26 |  | 27 |  |

| Accounts | 6 |  | 8 |  |

| Administration | 24 |  | 35 |  |

58 |  | 73 |  |

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 121,019 |  | 66,611 |  |

| Directors' pension contributions to money purchase schemes | 56,354 |  | 63,125 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 3 |  | 3 |  |

5. | OPERATING PROFIT/(LOSS)

| The operating profit (2024 - operating loss) is stated after charging:

| 2025 |  | 2024

£ | £ |

| Other operating leases | 102,252 |  | 125,127 |  |

| Depreciation - owned assets | 25,638 |  | 31,866 |  |

| Goodwill amortisation | 142,427 |  | 142,426 |  |

| Auditors' remuneration | 16,140 |  | 15,332 |  |

| Auditors' remuneration for non audit work | 8,770 |  | 8,865 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Client account interest | 158,965 |  | 155,275 |  |

| Loan interest payable | - |  | 10,126 |  |

158,965 |  | 165,401 |  |

7. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | 232,770 |  | 23,383 |  |

| Adjustment to prior years | - |  | (1,542 | ) |

| Total current tax | 232,770 |  | 21,841 |  |

| Deferred tax:

| Accelerated capital allowances | (3,291 | ) | (11 | ) |

| Tax on profit/(loss) | 229,479 |  | 21,830 |  |

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 October 2025

7. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| Profit/(loss) before tax | 750,102 |  | (52,177 | ) |

| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | 187,526 |  | (13,044 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 42,810 |  | 36,416 |  |

| Capital allowances in excess of depreciation | - |  | (1 | ) |

| Adjustments to tax charge in respect of previous periods | - |  | (1,541 | ) |

| Other tax differences | (884 | ) | - |  |

| in tax rate) |

| Losses carried forward | 27 |  | - |  |

| Total tax charge | 229,479 |  | 21,830 |  |

8. | INDIVIDUAL PROFIT AND LOSS ACCOUNT

| As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements.

9. | DIVIDENDS

| 2025 |  | 2024

£ | £ |

| B Ordinary shares of £1 each |

| Interim | 460,301 |  | 456,301 |  |

| D Ordinary shares of £1 each |

| Interim | 394,333 |  | 239,445 |  |

| E Ordinary shares of £1 each |

| Interim | 376,445 |  | 372,445 |  |

1,231,079 |  | 1,068,191 |  |

10. | INTANGIBLE FIXED ASSETS

| Group

| Goodwill

£ |

| COST

| At 1 November 2024

| and 31 October 2025 | 3,898,100 |  |

| AMORTISATION

| At 1 November 2024 | 3,043,542 |  |

| Amortisation for year | 142,427 |  |

| At 31 October 2025 | 3,185,969 |  |

| NET BOOK VALUE

| At 31 October 2025 | 712,131 |  |

| At 31 October 2024 | 854,558 |  |

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 October 2025

11. | TANGIBLE FIXED ASSETS

| Group

| Fixtures |

| Short |  | Office |  | and |

| leasehold |  | equipment |  | fittings |  | Website |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1 November 2024 | 109,531 |  | 638,510 |  | 49,917 |  | 4,850 |  | 802,808 |  |

| Additions | - |  | 10,981 |  | - |  | - |  | 10,981 |  |

| Disposals | (41,073 | ) | (26,712 | ) | (7,811 | ) | (4,850 | ) | (80,446 | ) |

| At 31 October 2025 | 68,458 |  | 622,779 |  | 42,106 |  | - |  | 733,343 |  |

| DEPRECIATION

| At 1 November 2024 | 86,677 |  | 614,212 |  | 46,358 |  | 4,850 |  | 752,097 |  |

| Charge for year | 10,548 |  | 13,140 |  | 1,950 |  | - |  | 25,638 |  |

| Eliminated on disposal | (41,073 | ) | (26,712 | ) | (7,809 | ) | (4,850 | ) | (80,444 | ) |

| At 31 October 2025 | 56,152 |  | 600,640 |  | 40,499 |  | - |  | 697,291 |  |

| NET BOOK VALUE

| At 31 October 2025 | 12,306 |  | 22,139 |  | 1,607 |  | - |  | 36,052 |  |

| At 31 October 2024 | 22,854 |  | 24,298 |  | 3,559 |  | - |  | 50,711 |  |

12. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 November 2024

| and 31 October 2025 | 800,004 |  |

| NET BOOK VALUE

| At 31 October 2025 | 800,004 |  |

| At 31 October 2024 | 800,004 |  |

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 October 2025

12. | FIXED ASSET INVESTMENTS - continued

| The list of subsidiaries is as follows;

| Name |  | Registered office |  | Nature of business |  | Holding |  |

| Thorneycroft Solicitors Limited |  | Bridge Street Mills, Bridge Street, Macclesfield, Cheshire SK11 6QA |  | Solicitors |  | 100% |  |

| TSG Professional Services Limited |  | Bridge Street Mills, Bridge Street, Macclesfield, Cheshire SK11 6QA |  | Holding company |  | 100% |  |

| TSG Complete Claim Services Limited |  | Bridge Street Mills, Bridge Street, Macclesfield, Cheshire SK11 6QA |  | Holding company |  | 100% |  |

| Complete Medical Services Limited |  | 16 The Square, Holmes Chapel, CW4 7AB |  | Arranging medical legal appointments |  | 100% |  |

| Onclaims Limited |  | Bridge Street Mills, Bridge Street, Macclesfield, Cheshire SK11 6QA |  | Provision of motor legal protection |  | 100% |  |

| Thorneycroft Trust Corporation Limited |  | Bridge Street Mills, Bridge Street, Macclesfield, Cheshire SK11 6QA |  | Dormant |  | 100% |  |

| During the financial period the following subsidiaries took advantage of the exemption from audit under S479A of the Companies Act 2006:

| Onclaims Limited

| Complete Medical Services Limited

13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade debtors | 3,681,728 |  | 4,074,984 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 1,804,101 |  | 1,804,101 |  |

| Other debtors | - |  | 5,868 |  | - |  | - |  |

| Tax | - |  | 1,765 |  | - |  | - |  |

| Prepayments and accrued income | 925,781 |  | 602,261 |  | - |  | - |  |

4,607,509 |  | 4,684,878 |  | 1,804,101 |  | 1,804,101 |  |

14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade creditors | 2,657,810 |  | 2,980,505 |  | - |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 1,799,087 |  | 1,799,087 |  |

| Corporation tax | 121,926 |  | 23,382 |  | - |  | - |  |

| Social security and other taxes | 238,053 |  | 338,012 |  | - |  | - |  |

| Other creditors | 39,300 |  | 46,544 |  | 5,101 |  | 5,101 |  |

| Deferred income | 15,454 |  | 51,051 |  | - |  | - |  |

| Accrued expenses | 220,452 |  | 189,135 |  | - |  | - |  |

3,292,995 |  | 3,628,629 |  | 1,804,188 |  | 1,804,188 |  |

15. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 October 2025

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 37,515 |  | 66,528 |  |

| Between one and five years | - |  | 32,515 |  |

37,515 |  | 99,043 |  |

16. | SECURED DEBTS

| A charge was created on 28th November 2014 by National Westminster Bank Plc creating a fixed and floating charge over all assets of Thorneycroft Solicitors Limited.

| R L Stow has provided a guarantee for £300,000 to Natwest Bank Plc.

| Natwest Bank Plc also had a cross guarantee of £400,000 with the following companies, Onclaims Limited. TSG Complete Claim Services Limited, Thorneycroft Solicitors Limited, Complete Medical Services Limited, TSG Professional Services Limited.

17. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

£ | £ |

| Deferred tax

| Accelerated capital allowances | 7,006 |  | 10,297 |  |

| Group

| Deferred |

| tax |

£ |

| Balance at 1 November 2024 | 10,297 |  |

| Provided during year | (3,291 | ) |

| Balance at 31 October 2025 | 7,006 |  |

| The deferred tax provision represents accelerated capital allowances.

18. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 333,335 | B Ordinary | £1 | 333,335 |  | 333,335 |  |

| 48,000 | D Ordinary | £1 | 48,000 |  | 48,000 |  |

| NIL | E Ordinary | £1 | - |  | 48,000 |  |

381,335 |  | 429,335 |  |

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 October 2025

19. | RESERVES

| Group

| Capital |

| Retained |  | redemption |  | Merger |

| earnings |  | reserve |  | Reserve |  | Totals

£ | £ | £ | £ |

| At 1 November 2024 | 7,298,725 |  | 370,694 |  | (399,927 | ) | 7,269,492 |  |

| Profit for the year | 520,623 |  | 520,623 |  |

| Dividends | (1,231,079 | ) | (1,231,079 | ) |

| Share buyback | (300,000 | ) | 48,000 |  | - |  | (252,000 | ) |

| At 31 October 2025 | 6,288,269 |  | 418,694 |  | (399,927 | ) | 6,307,036 |  |

| Company

| Capital |

| Retained |  | redemption |

| earnings |  | reserve |  | Totals

£ | £ | £ |

| At 1 November 2024 | - |  | 370,669 |  | 370,669 |  |

| Profit for the year | 1,531,079 |  | 1,531,079 |  |

| Dividends | (1,231,079 | ) | (1,231,079 | ) |

| Share buyback | (300,000 | ) | 48,000 |  | (252,000 | ) |

| At 31 October 2025 | - |  | 418,669 |  | 418,669 |  |

20. | RELATED PARTY DISCLOSURES

| R L Stow

| Director

| Provided a guarantee of £300,000 to Natwest Plc.

| Uplands Systems Limited

| A company controlled by R L Stow's husband

| During the year, Upland Systems Limited supplied services of £89,715 (2024 - £97,442).

| At the year end Upland Systems Limited were owed £10,667 (2024 - £14,235).

21. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling parties are the directors/shareholders.