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REGISTERED NUMBER: 04103867 (England and Wales)






















Group Strategic Report, Directors' Report and

Audited

Consolidated Financial Statements

for the Period 29 August 2024 to 31 August 2025

for

Bennett Brooks Group Limited

Bennett Brooks Group Limited (Registered number: 04103867)






Contents of the Consolidated Financial Statements
for the period 29 August 2024 to 31 August 2025




Page

Company Information 1

Group Strategic Report 2

Directors' Report 4

Directors' Responsibilities Statement 5

Report of the Independent Auditors 6

Consolidated Statement of Comprehensive Income 9

Consolidated Statement of Financial Position 10

Company Statement of Financial Position 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Statement of Cash Flows 14

Notes to the Consolidated Financial Statements 15


Bennett Brooks Group Limited

Company Information
for the period 29 August 2024 to 31 August 2025







DIRECTORS: Y A O Wood FCA
G E Wood ACA





SECRETARY: Y A O Wood FCA





REGISTERED OFFICE: St George's Court
Winnington Avenue
Northwich
Cheshire
CW8 4EE





REGISTERED NUMBER: 04103867 (England and Wales)





INDEPENDENT AUDITORS: Michael Donnan & Co Limited
Oaktree Court Business Centre
Mill Lane
Ness
Cheshire
CH64 8TP

Bennett Brooks Group Limited (Registered number: 04103867)

Group Strategic Report
for the period 29 August 2024 to 31 August 2025

The directors present their strategic report of the company and the group for the period 29 August 2024 to 31 August 2025.

The Group was formed on 29 August 2024 when it acquired 100% of the share capital of Bennett Brooks & Co Limited, Bennett Brooks (Leek) Limited and Tax Advisory & Consultancy Services Limited, and 50% of the share capital of Bennett Brooks IT Limited.

The consolidated financial statements have been accounted for by applying the merger accounting principles of predecessor accounting, using the retrospective presentation method. Further detail of the business combination can be found within the basis of preparation disclosure in note 1.

The group provides a comprehensive range of professional services, including accountancy, taxation, audit, payroll, forensic accountancy and corporate finance. In addition, the group has an interest in a technology joint venture which supports both internal operations and external service delivery.

The breadth of services enables the group to support clients across the full business lifecycle, from compliance through to strategic advisory.

REVIEW OF BUSINESS
The year ended 31 August 2025 represents the first full year following the group reorganisation completed on 29 August 2024. The restructuring brought together the group’s trading entities under a single parent company, providing a clearer governance framework and enhancing operational alignment across service lines.

The group has continued to perform strongly, underpinned by a large and diverse client base. The directors consider that the group is not reliant on any individual client, sector or service line, which provides resilience against fluctuations in market demand.

The integrated service offering across accountancy, taxation, audit, payroll, forensic accountancy and corporate finance has supported cross-service delivery and client retention, while the technology joint venture continues to complement the group’s core activities.

FINANCIAL POSITION
The group maintains a strong financial position, characterised by positive cash generation and a conservative funding structure. The group operates without external borrowing or financing, providing flexibility and reducing exposure to interest rate and refinancing risks.

The consolidated financial statements have been prepared using merger accounting principles in accordance with FRS 102, reflecting the common control nature of the group reorganisation. As a result, the group’s financial position and results are presented as if the current structure had always been in place.

Goodwill arising on acquisitions is amortised over a period of five years. The directors consider this to be an appropriate estimate of the period over which acquired goodwill transitions into internally generated goodwill.

PRINCIPAL RISKS AND UNCERTAINTIES
The directors consider the principal risks facing the group to include:

Market and economic conditions: Changes in economic conditions may impact demand for professional services.
People and retention: The group’s success depends on attracting, developing and retaining skilled personnel.
Operational execution: Maintaining consistent service quality across multiple service lines and entities.
Regulatory environment: Ongoing compliance with professional and regulatory standards.

The group mitigates these risks through diversification of its client base, investment in staff development, robust internal review processes and ongoing monitoring of performance indicators.

FUTURE DEVELOPMENTS
The Group will continue to focus on delivering high-quality services, strengthening its integrated service offering, improving operational efficiency and maintaining high standards of client service.


Bennett Brooks Group Limited (Registered number: 04103867)

Group Strategic Report
for the period 29 August 2024 to 31 August 2025

KEY PERFORMANCE INDICATORS
Financial KPIs

The directors monitor the following financial metrics to assess performance:

Revenue - growth and sustainability of income across service lines
Gross margin - efficiency of service delivery and pricing
EBITDA - underlying profitability of the group
Lock-up - management of working capital, including debtor days and WIP
Cashflows - cash generation and liquidity

The Group delivered satisfactory results during the year, with profitability and cash generation remaining in line with management expectations.

Non-financial KPIs

In addition to financial performance, the group places significant emphasis on quality and people-related measures:

External cold file reviews - to ensure technical quality and compliance
Client feedback - to monitor satisfaction and service delivery standards
Staff survey results - to assess engagement, retention and organisational culture

EMPLOYEES
The Group continues to invest in and support its employees, whose commitment and expertise remain central to the business’s success. The Directors would like to thank all staff for their contribution during the year.

ON BEHALF OF THE BOARD:





G E Wood ACA - Director


26 May 2026

Bennett Brooks Group Limited (Registered number: 04103867)

Directors' Report
for the period 29 August 2024 to 31 August 2025

The directors present their report with the financial statements of the company and the group for the period 29 August 2024 to 31 August 2025.

The Group was formed on 29 August 2024 when it acquired 100% of the share capital of Bennett Brooks & Co Limited, Bennett Brooks (Leek) Limited and Tax Advisory & Consultancy Services Limited, and 50% of the share capital of Bennett Brooks IT Limited.

The consolidated financial statements have been accounted for by applying the merger accounting principles of predecessor accounting, using the retrospective presentation method. Further detail of the business combination can be found within the basis of preparation disclosure in note 1.

CHANGE OF NAME
The group passed a special resolution on 1 June 2025 changing its name from Bennett Brooks Company Secretarial Services Limited to Bennett Brooks Group Limited.

PRINCIPAL ACTIVITY
The principal activity of the group in the period under review was that of Chartered Accountancy.

DIVIDENDS
The total distribution of dividends for the period ended 31 August 2025 will be £ 765,100 .

EVENTS SINCE THE END OF THE PERIOD
Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 29 August 2024 to the date of this report.

Y A O Wood FCA
R C Payne FCCA CF
G E Wood ACA

Other changes in directors holding office are as follows:

R C Payne FCCA CF ceased to be a director after 31 August 2025 but prior to the date of this report.

QUALIFYING THIRD-PARTY INDEMNITY PROVISIONS
During the year and up to the date of signing the financial statements, the Group and Company maintained qualifying third-party indemnity provisions for the benefit of the directors as defined in section 234 of the Companies Act 2006.

DISCLOSURE IN THE STRATEGIC REPORT
An indication of likely future developments in the business and details of the principal risks and uncertainties facing the Group and Company are contained within the Strategic Report.

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 he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Michael Donnan & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





G E Wood ACA - Director


26 May 2026

Bennett Brooks Group Limited (Registered number: 04103867)

Directors' Responsibilities Statement
for the period 29 August 2024 to 31 August 2025

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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.

Report of the Independent Auditors to the Members of
Bennett Brooks Group Limited

Opinion
We have audited the financial statements of Bennett Brooks Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 August 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company 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 of the parent company affairs as at 31 August 2025 and of the group's profit 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 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, the Directors' Report and the Directors' Responsibilities Statement, 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

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 Directors' Report.

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
Bennett Brooks Group Limited


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

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:

Based on our understanding of the Group, Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to being a member firm of the Institute of Chartered Accountants in England and Wales and a business regulated under the Money Laundering Regulations 2017, as well as UK tax legislation and those laws and regulations which govern the preparation of the financial statements such as Companies Act 2006. We considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journals to manipulate revenue, through management bias in manipulation of accounting estimates or accounting for significant transactions outside the normal course of business. Audit procedures included:

- enquiry of management around actual and potential litigation and instances of non-compliance with laws and regulations, including ICAEW monitoring visits,
- auditing the risk of management override of controls, through testing journal entries and other adjustments for appropriateness, testing accounting estimates (because of the risk of management bias) and evaluating the business rationale of significant transactions outside the normal course of business; and
- reviewing financial statement disclosures and agreeing to supporting documentation to assess compliance with applicable laws and regulations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one due to error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

Other matter
In the previous accounting period, the Directors of the Company took advantage of audit exemption under s477 of the Companies Act. Therefore the prior period financial statements were not subject to audit and the comparative information is therefore presented as unaudited.

Report of the Independent Auditors to the Members of
Bennett Brooks Group Limited


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.




Michael Donnan BSc FCA (Senior Statutory Auditor)
for and on behalf of Michael Donnan & Co Limited
Oaktree Court Business Centre
Mill Lane
Ness
Cheshire
CH64 8TP

26 May 2026

Bennett Brooks Group Limited (Registered number: 04103867)

Consolidated
Statement of Comprehensive
Income
for the period 29 August 2024 to 31 August 2025

Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)
Notes £ £

TURNOVER 12,829,050 12,067,108

Cost of sales (7,978,667 ) (8,089,641 )
GROSS PROFIT 4,850,383 3,977,467

Administrative expenses (2,984,288 ) (2,715,776 )
1,866,095 1,261,691

Other operating income 96,284 56,885
OPERATING PROFIT 4 1,962,379 1,318,576

Income from other participating interests 293,217 223,080
Interest receivable and similar income 15,813 3,057
2,271,409 1,544,713
Amounts written off investments 5 (16,000 ) -
2,255,409 1,544,713

Interest payable and similar expenses 6 - (276 )
PROFIT BEFORE TAXATION 2,255,409 1,544,437

Tax on profit 7 (535,897 ) (418,262 )
PROFIT FOR THE FINANCIAL PERIOD 1,719,512 1,126,175

Bennett Brooks Group Limited (Registered number: 04103867)

Consolidated Statement of Financial Position
31 August 2025

2025 2024
(Unaudited)
Notes £ £
FIXED ASSETS
Intangible assets 10 436,347 615,963
Tangible assets 11 396,948 347,141
Investments 12
Interest in joint venture
Share of gross assets 746,242 659,827
Share of gross liabilities (412,350 ) (379,152 )
333,892 280,675
Other investments - 16,000
1,167,187 1,259,779

CURRENT ASSETS
Debtors 13 3,636,530 3,598,308
Cash and cash equivalents 1,450,512 582,947
5,087,042 4,181,255
CREDITORS
Amounts falling due within one year 14 (1,750,433 ) (1,562,473 )
NET CURRENT ASSETS 3,336,609 2,618,782
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,503,796

3,878,561

CREDITORS
Amounts falling due after more than one year 15 - (190,000 )

PROVISIONS FOR LIABILITIES 16 (76,688 ) (66,895 )
NET ASSETS 4,427,108 3,621,666

CAPITAL AND RESERVES
Called up share capital 17 12,969 8
Capital redemption reserve 1 1
Other reserves 2,804,544 2,965,173
Retained earnings 1,609,594 656,484
SHAREHOLDERS' FUNDS 4,427,108 3,621,666

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:




Y A O Wood FCA - Director



G E Wood ACA - Director


Bennett Brooks Group Limited (Registered number: 04103867)

Company Statement of Financial Position
31 August 2025

2025 2024
(Unaudited)
Notes £ £
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 396,474 235,345
396,474 235,345

CURRENT ASSETS
Debtors 13 6,362 -
Cash at bank and in hand 1,035,852 9
1,042,214 9
CREDITORS
Amounts falling due within one year 14 (5,000 ) -
NET CURRENT ASSETS 1,037,214 9
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,433,688

235,354

CAPITAL AND RESERVES
Called up share capital 17 12,969 8
Capital redemption reserve 1 1
Retained earnings 1,420,718 235,345
SHAREHOLDERS' FUNDS 1,433,688 235,354

Company's profit for the financial year 1,951,775 -

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:




Y A O Wood FCA - Director



G E Wood ACA - Director


Bennett Brooks Group Limited (Registered number: 04103867)

Consolidated Statement of Changes in Equity
for the period 29 August 2024 to 31 August 2025

Called up Capital
share Retained redemption Other Total
capital earnings reserve reserves equity
£ £ £ £ £
Balance at 1 September 2023 8 484,441 - 2,965,892 3,450,341

Changes in equity
Profit for the period - 1,126,175 - - 1,126,175
Total comprehensive income - 1,126,175 - - 1,126,175
Purchase of own shares - (262,782 ) 1 - (262,781 )
Share for share exchange - - - (719 ) (719 )
Dividends - (691,350 ) - - (691,350 )
Total transactions with owners,
recognised directly in equity

-

(954,132

)

1

(719

)

(954,850

)
Balance at 28 August 2024 8 656,484 1 2,965,173 3,621,666

Changes in equity
Profit for the period - 1,719,512 - - 1,719,512
Total comprehensive income - 1,719,512 - - 1,719,512
Bonus issue 1,302 (1,302 ) - - -
Share for share exchange 11,659 - - (160,629 ) (148,970 )
Dividends - (765,100 ) - - (765,100 )
Total transactions with owners,
recognised directly in equity

12,961

(766,402

)

-

(160,629

)

(914,070

)
Balance at 31 August 2025 12,969 1,609,594 1 2,804,544 4,427,108

Bennett Brooks Group Limited (Registered number: 04103867)

Company Statement of Changes in Equity
for the period 29 August 2024 to 31 August 2025

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£ £ £ £
Balance at 1 September 2023 8 235,346 - 235,354

Changes in equity
Profit for the period - - - -
Purchase of own shares - (1 ) 1 -
Total transactions with owners,
recognised directly in equity

-

(1

)

1

-
Balance at 28 August 2024 8 235,345 1 235,354

Changes in equity
Profit for the period - 1,951,775 - 1,951,775
Total comprehensive income - 1,951,775 - 1,951,775
Bonus issue 1,302 (1,302 ) - -
Share for share exchange 11,659 - - 11,659
Dividends - (765,100 ) - (765,100 )
Total transactions with owners,
recognised directly in equity

12,961

(766,402

)

-

(753,441

)
Balance at 31 August 2025 12,969 1,420,718 1 1,433,688

Bennett Brooks Group Limited (Registered number: 04103867)

Consolidated Statement of Cash Flows
for the period 29 August 2024 to 31 August 2025

Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)
Notes £ £
Cash flows from operating activities
Cash generated from operations 20 2,332,054 1,678,069
Interest paid - (276 )
Tax paid (468,975 ) (436,696 )
Net cash from operating activities 1,863,079 1,241,097

Cash flows from investing activities
Purchase of intangible fixed assets - (190,004 )
Purchase of tangible fixed assets (177,543 ) (216,793 )
Payment of deferred consideration (158,071 ) (63,663 )
Interest received 15,813 3,057
Dividends received 240,000 192,000
Net cash from investing activities (79,801 ) (275,403 )

Cash flows from financing activities
Amount withdrawn by directors (1,643 ) (17,177 )
Share for share exchange (148,970 ) -
Purchase of own shares - (262,600 )
Equity dividends paid (765,100 ) (691,350 )
Net cash from financing activities (915,713 ) (971,127 )

Increase/(decrease) in cash and cash equivalents 867,565 (5,433 )
Cash and cash equivalents at beginning of
period

21

582,947

588,380

Cash and cash equivalents at end of period 21 1,450,512 582,947

Bennett Brooks Group Limited (Registered number: 04103867)

Notes to the Consolidated Financial Statements
for the period 29 August 2024 to 31 August 2025

1. STATUTORY INFORMATION

Bennett Brooks Group Limited 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 Group was formed on 29 August 2024 when it acquired 100% of the share capital of Bennett Brooks & Co Limited, Bennett Brooks (Leek) Limited and Tax Advisory & Consultancy Services Limited, and 50% of the share capital of Bennett Brooks IT Limited.

The acquisitions of Bennett Brooks & Co Limited, Bennett Brooks (Leek) Limited, Tax Advisory & Consultancy Services Limited and Bennett Brooks IT Limited are combinations involving entities under common control and have been accounted for by applying the merger accounting principles of predecessor accounting, using the retrospective presentation method.

Under this method, the acquired entities' results and balance sheets are incorporated as if all entities had always been combined. The assets and liabilities of the subsidiaries are consolidated at book value in the Group financial statements and the consolidated reserves are adjusted to reflect the statutory share capital, share premium and other reserves of the Company as if it had always been combined, with the difference presented as the merger reserve.

Going concern
The directors have assessed the Group's and Company's ability to continue as a going concern for the period to 31 August 2027, being a period of more than 12 months from the expected date of approval of these financial statements.

In making this assessment, the directors have considered the Group's and Company's current trading, latest management accounts, forecasts, cash flow projections, available facilities and expected working capital requirements. Trading remains in line with budget.

The Group has access to an undrawn overdraft facility and no financial covenants are applicable. The Group and Company is expected to have sufficient liquidity to meet their liabilities as they fall due throughout the assessment period.

The directors are not aware of any material uncertainties related to events or conditions that may cast significant doubt upon the Group's and Company's ability to continue as a going concern. Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group and Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities. The Directors do not consider there to be any judgements or key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Turnover
Turnover, representing amounts recoverable from clients for professional services provided during the year, is measured at the fair value of the consideration received or receivable on each client project. This includes expenses and disbursements but excludes discounts and Value Added Tax. Turnover is recognised when the consideration can be measured reliably and it is probable that future economic benefits will flow to the Group.

Accrued income, included within debtors, comprises unbilled revenue on individual client projects and is stated at fee value less provision for foreseeable losses. Where billings exceed revenue on client projects, the excess is shown as a reduction to accrued income.

Goodwill
Purchased goodwill arising on acquisitions is capitalised and amortised over its useful life up to a maximum of 5 years. Goodwill is reviewed for impairment at the end of the first full financial year following each acquisition and subsequently as and when necessary, if circumstances emerge that indicate that the carrying value may not be recoverable.

Bennett Brooks Group Limited (Registered number: 04103867)

Notes to the Consolidated Financial Statements - continued
for the period 29 August 2024 to 31 August 2025

2. ACCOUNTING POLICIES - continued

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 - in accordance with the property
Plant and machinery - 15% on cost
Fixtures and fittings - 15% on cost
Motor vehicles - 25% on cost
Computer equipment - 33% on cost and 33% on cost

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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.

Other operating income
Other operating income comprises management recharges to fellow group undertakings and finance charges levied on overdue trade debtors.

3. EMPLOYEES AND DIRECTORS
Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)
£ £
Wages and salaries 7,103,494 6,868,233
Social security costs 792,047 796,108
Other pension costs 606,586 463,566
8,502,127 8,127,907

Bennett Brooks Group Limited (Registered number: 04103867)

Notes to the Consolidated Financial Statements - continued
for the period 29 August 2024 to 31 August 2025

3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the period was as follows:
Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)

Employees 162 168

Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)
£ £
Directors' remuneration 295,346 137,840
Directors' pension contributions to money purchase schemes 21,480 14,480

Information regarding the highest paid director for the period ended 31 August 2025 is as follows:
Period
29.8.24
to
31.8.25
(Unaudited
£
Emoluments etc 172,274

4. OPERATING PROFIT

The operating profit is stated after charging:

Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)
£ £
Other operating leases - 2,877
Depreciation - owned assets 127,736 125,047
Goodwill amortisation 179,616 414,148
Auditors' remuneration 27,750 -
Leasing costs 339,468 293,288

5. AMOUNTS WRITTEN OFF INVESTMENTS
Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)
£ £
Amounts w/o invs 16,000 -

Bennett Brooks Group Limited (Registered number: 04103867)

Notes to the Consolidated Financial Statements - continued
for the period 29 August 2024 to 31 August 2025

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)
£ £
Bank interest - 276

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)
£ £
Current tax:
UK corporation tax 522,291 423,416
Underprovision in prior year 3,812 -
Total current tax 526,103 423,416

Deferred tax:
Deferred tax 1,027 (5,154 )
Under provision in prior year 8,767 -
Total deferred tax 9,794 (5,154 )

Tax on profit 535,897 418,262

UK corporation tax has been charged at 25 % .

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)
£ £
Profit before tax 2,255,409 1,544,437
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 -
25 %)

563,852

386,109

Effects of:
Expenses not deductible for tax purposes 56,315 87,923
Income not taxable for tax purposes (23,545 ) -
Adjustments to tax charge in respect of previous periods 12,579 -
Joint venture profit share (73,304 ) (55,770 )
Total tax charge 535,897 418,262

Bennett Brooks Group Limited (Registered number: 04103867)

Notes to the Consolidated Financial Statements - continued
for the period 29 August 2024 to 31 August 2025

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS

The total distribution of dividends for the year ended 31 August 2025 was £765,100 (2024: £691,350).

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£
COST
At 29 August 2024 2,786,219
Disposals (1,908,715 )
At 31 August 2025 877,504
AMORTISATION
At 29 August 2024 2,170,256
Amortisation for period 179,616
Eliminated on disposal (1,908,715 )
At 31 August 2025 441,157
NET BOOK VALUE
At 31 August 2025 436,347
At 28 August 2024 615,963

The disposals in the year relate to the write-off of fully amortised intangible assets with a net book value of £nil.

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Short Plant and and
leasehold machinery fittings
£ £ £
COST
At 29 August 2024 61,088 90,791 150,718
Additions 62,846 32,800 49,307
Disposals - - (51,746 )
At 31 August 2025 123,934 123,591 148,279
DEPRECIATION
At 29 August 2024 5,139 14,163 81,133
Charge for period 17,183 17,207 23,016
Eliminated on disposal - - (51,746 )
At 31 August 2025 22,322 31,370 52,403
NET BOOK VALUE
At 31 August 2025 101,612 92,221 95,876
At 28 August 2024 55,949 76,628 69,585

Bennett Brooks Group Limited (Registered number: 04103867)

Notes to the Consolidated Financial Statements - continued
for the period 29 August 2024 to 31 August 2025

11. TANGIBLE FIXED ASSETS - continued

Group

Motor Computer
vehicles equipment Totals
£ £ £
COST
At 29 August 2024 65,865 310,873 679,335
Additions - 32,590 177,543
Disposals - (117,734 ) (169,480 )
At 31 August 2025 65,865 225,729 687,398
DEPRECIATION
At 29 August 2024 16,500 215,259 332,194
Charge for period 9,900 60,430 127,736
Eliminated on disposal - (117,734 ) (169,480 )
At 31 August 2025 26,400 157,955 290,450
NET BOOK VALUE
At 31 August 2025 39,465 67,774 396,948
At 28 August 2024 49,365 95,614 347,141

12. FIXED ASSET INVESTMENTS

Group
Interest in
Interest in other
joint participating
venture interests Totals
£ £ £
COST
At 29 August 2024 280,675 16,000 296,675
Share of profit/(loss) 293,217 - 293,217
Impairments - (16,000 ) (16,000 )
Dividends received (240,000 ) - (240,000 )
At 31 August 2025 333,892 - 333,892
NET BOOK VALUE
At 31 August 2025 333,892 - 333,892
At 28 August 2024 280,675 16,000 296,675
Company
Shares in Interest in
group joint Unlisted
undertakings venture investments Totals
£ £ £ £
COST
At 29 August 2024 - - 235,345 235,345
Additions 11,659 500 148,970 161,129
Reclassification/transfer 384,315 - (384,315 ) -
At 31 August 2025 395,974 500 - 396,474
NET BOOK VALUE
At 31 August 2025 395,974 500 - 396,474
At 28 August 2024 - - 235,345 235,345

Bennett Brooks Group Limited (Registered number: 04103867)

Notes to the Consolidated Financial Statements - continued
for the period 29 August 2024 to 31 August 2025

12. FIXED ASSET INVESTMENTS - continued


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
(Unaudited) (Unaudited)
£ £ £ £
Trade debtors 2,501,934 2,546,267 - -
Amounts owed by group undertakings - - 6,362 -
Prepayments 276,253 267,729 - -
Accrued income 858,343 784,312 - -
3,636,530 3,598,308 6,362 -

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
(Unaudited) (Unaudited)
£ £ £ £
Trade creditors 152,099 162,377 - -
Tax 198,056 140,690 - -
Social security & other taxes 217,674 223,795 - -
VAT 480,795 472,497 - -
Other creditors 131,854 167,449 - -
Directors' current accounts 900 1,642 - -
Accrued expenses 569,055 394,023 5,000 -
1,750,433 1,562,473 5,000 -

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2025 2024
(Unaudited)
£ £
Other creditors - 190,000

16. PROVISIONS FOR LIABILITIES

Group
2025 2024
(Unaudited)
£ £
Deferred tax 76,688 66,895

Group
Deferred tax
£
Balance at 29 August 2024 66,895
Charge to Statement of Comprehensive Income during period 9,793
Balance at 31 August 2025 76,688

Bennett Brooks Group Limited (Registered number: 04103867)

Notes to the Consolidated Financial Statements - continued
for the period 29 August 2024 to 31 August 2025

16. PROVISIONS FOR LIABILITIES - continued

The deferred tax balance relates to:

2025 2024
(Unaudited )
£    £   
Accelerated capital allowances 87,173 86,191
Other differences (10,485 ) (19,296 )
76,688 66,895

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £ £
1,206,900 Ordinary £0.01 12,069 6
10,000 Ordinary B £0.01 100 2
17,500 Ordinary C £0.01 175 -
62,500 Ordinary G £0.01 625 -
12,969 8

On 29 August 2024, the Company reclassified its 2 Ordinary B shares of £1 each as Ordinary shares of £1 each. Immediately thereafter, the Company subdivided its 8 Ordinary shares of £1 each (including the reclassified shares) into 800 Ordinary shares of £0.01 each.

On the same date the Company issued various shares as listed below:

130,200 Ordinary shares of £0.01 each by way of a bonus issue, capitalising reserves.

105,900 Ordinary shares of £0.01 each in exchange for 96 Ordinary shares of £1.00 each in Bennett Brooks (Leek) Limited.

970,000 Ordinary shares of £0.01 each in exchange for 97,000 Ordinary shares of £0.01 each in Bennett Brooks & Co Limited.

10,000 Ordinary B shares of £0.01 each in exchange for 1,000 Ordinary B shares of £0.01 each in Bennett Brooks & Co Limited.

17,500 Ordinary C shares of £0.01 each in exchange for 1,750 Ordinary C shares of £0.01 each in Bennett Brooks & Co Limited.

62,500 Ordinary G shares of £0.01 each in exchange for 6,250 Ordinary G shares of £0.01 each in Bennett Brooks & Co Limited.

All classes of ordinary shares rank equally in respect of voting rights, participation in dividends and repayment of capital.

18. RELATED PARTY DISCLOSURES

During the year the group purchased technology services and equipment from Bennett Brooks IT Limited, a joint venture. Expenditure of £236,116 (2024: £240,025) was recognised. At the year-end £785 (2024: £39,113) was outstanding and included within trade creditors and is due in 30 days (2024: 30 days). The group also recharged premises costs to Bennett Brooks IT Limited amounting to £15,707 (2024: £1,011). At the year end £613 (2024: £nil) was outstanding and included within trade debtors and is due within 30 days.

During the year the group paid rent to Payne, Wood & Wood, a partnership controlled by some of the shareholders. Expenditure of £36,000 (2024: £36,000) was recognised, no balances were outstanding at either year end.

During the year the group paid rent to a Self Administered Pension Fund for the benefit of some of the shareholders. Expenditure of £58,000 (2024: £58,000) was recognised. At the year end £28,270 (2024: £nil) was included in accrued costs which was paid in September 2025.


Bennett Brooks Group Limited (Registered number: 04103867)

Notes to the Consolidated Financial Statements - continued
for the period 29 August 2024 to 31 August 2025
During the period, a total of key management personnel compensation of £ 953,673 (2024 - £ 858,620 ) was paid.

Key Management Personnel comprises the Directors of the Group's trading entities.

As at 31 August 2025 the ultimate controlling party was Yvonne Wood.

19. POST BALANCE SHEET EVENTS

On 31 October 2025, the Company completed the first tranche of a share buy-back in accordance with a contract for purchase of own shares approved by shareholders pursuant to sections 690-708 of the Companies Act 2006.

The Company repurchased 97,987 Ordinary shares of £0.01 each and 17,500 Ordinary C shares of £0.01 each, which was financed out of the Company’s distributable profits. The repurchased shares were immediately cancelled, reducing the Company’s issued share capital to £11,184.13.

Further tranches of the buy-back are scheduled under the same contract, each of which will be effected only if and when the Company has sufficient distributable profits at the relevant completion date.

As this agreement was entered into after the balance sheet date and did not relate to conditions existing at that date, no adjustment has been made to the financial statements. The transaction will be reflected in the next financial period.

20. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period Period
29.8.24 1.9.23
to to
31.8.25 28.8.24
(Unaudited)
£ £
Profit before taxation 2,255,409 1,544,437
Depreciation charges 127,736 125,047
Loss on disposal of fixed assets - 34,056
Amortisation charges 179,616 414,148
Adjustment to deferred consideration (94,179 ) -
Amounts written off investments 16,000 -
Finance costs - 276
Finance income (309,030 ) (226,137 )
2,175,552 1,891,827
Increase in trade and other debtors (40,618 ) (154,369 )
Increase/(decrease) in trade and other creditors 197,120 (59,389 )
Cash generated from operations 2,332,054 1,678,069

21. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 31 August 2025
31.8.25 29.8.24
£ £
Cash and cash equivalents 1,450,512 582,947
Period ended 28 August 2024
28.8.24 1.9.23
(Unaudited)
£ £
Cash and cash equivalents 582,947 588,380


Bennett Brooks Group Limited (Registered number: 04103867)

Notes to the Consolidated Financial Statements - continued
for the period 29 August 2024 to 31 August 2025

22. ANALYSIS OF CHANGES IN NET FUNDS

At 29.8.24 Cash flow At 31.8.25
£ £ £
Net cash
Cash and cash equivalents 582,947 867,565 1,450,512
582,947 867,565 1,450,512
Total 582,947 867,565 1,450,512

23. GROUP REORGANISATION

The Group was formed on 29 August 2024 when it acquired 100% of the share capital of Bennett Brooks & Co Limited, Bennett Brooks (Leek) Limited and Tax Advisory & Consultancy Services Limited, and 50% of the share capital of Bennett Brooks IT Limited. See note 17 for details on the share for share exchanges that occurred on this date.

The acquisitions of Bennett Brooks & Co Limited, Bennett Brooks (Leek) Limited, Tax Advisory & Consultancy Services Limited and Bennett Brooks IT Limited are combinations involving entities under common control and have been accounted for by applying the merger accounting principles of predecessor accounting, using the retrospective presentation method.

Under this method, the acquired entities' results and balance sheets are incorporated as if all entities had always been combined. The assets and liabilities of the subsidiaries are consolidated at book value in the Group financial statements and the consolidated reserves are adjusted to reflect the statutory share capital, share premium and other reserves of the Company as if it had always been combined, with the difference presented as the merger reserve.