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COMPANY INFORMATION
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CONTENTS
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GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
GovNet Limited was incorporated on 28 August 2024 as the parent holding company for the acquisition of Partnership Media Group Limited, a specialist provider of exhibitions and training for the UK public sector. The acquisition completed on 29 October 2024 and these financial statements represent the first period of the Group under its current ownership structure, covering approximately 16 months from the date of incorporation to 31 December 2025.
GovNet Limited does not trade operationally. The Group's principal activity is conducted through its wholly owned subsidiary, Partnership Media Group Limited, which organises and delivers sponsor led public sector exhibitions and bespoke in-house training programmes.
Principal activity:
The Group's principal activity is the provision of specialised training and high-impact exhibitions tailored for the public sector, delivered through its subsidiary Partnership Media Group Limited. Business performance: The period from incorporation on 28 August 2024 to 31 December 2025 covers approximately 16 months and as such the Group's consolidated results are not directly comparable to a standard 12 month financial year. Following the acquisition of Partnership Media Group Limited in October 2024, the focus has been on restructuring the business, transitioning to a sponsor led exhibition model and setting the Group up for profitable growth in 2026 and beyond. At the subsidiary level the results for the 2025 calendar year are encouraging. Partnership Media Group Limited returned to profitability, with turnover growing to £10,871,735 (2024: £10,387,812) and gross margin improving to 35.2% (2024: 25.2%). Revenue retention was at its highest level across the core exhibition portfolio and the move away from delegate-led events has created a more predictable revenue base. The in-house training division continued to perform well with a focus on long term relationships with public sector clients. At Group level, turnover for the period was £13,571,126, generated entirely within the United Kingdom, incorporating the results of Partnership Media Group Limited from the date of acquisition on 29 October 2024. Gross profit was £5,031,360, representing a gross margin of 37.1%. The Group recorded an operating loss of £1,140,318 for the period, which includes £1,013,604 of exceptional costs. These comprised redundancy costs of £341,981 arising from the restructuring programme, onerous lease charges of £91,076 in connection with the decommissioning of the Manchester office, and professional and legal fees of £580,548 incurred as part of the restructuring. Excluding these items the underlying operating loss was £126,714. After finance charges and a tax credit of £1,094,890, driven principally by the recognition of a deferred tax asset, the loss after tax for the period was £284,914. The recognition of a deferred tax asset reflects the directors' confidence in the Group's future profitability. The core exhibition portfolio continues to grow, the cost base is largely fixed and the directors are confident of delivering meaningful profit growth in 2026.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The principal risks facing the business in 2026 relate to the external environment and the execution of the Group's plans.
Market and policy risk: The Group's revenues are substantially derived from the UK public sector events market. Changes in government policy present both risk and opportunity. The Group monitors policy developments closely and ensures its event programmes remain aligned with market needs. Financing risk: The Group carries external borrowings raised to support the acquisition and working capital requirements of the wider group. The directors regularly review the cash position, loan repayment schedules and covenant compliance and are satisfied that the Group will meet all obligations as they fall due. Operational risk: The Group has an experienced management team in place and has taken positive steps on succession planning. The directors regularly review policies around risk management and control. Credit risk: The Group's credit risk principally relates to its trade receivable balance. Payment terms are carefully managed at the pre-event stage and cash is predominantly received in advance of events, which supports strong cash flow.
The Group's key financial performance indicators are turnover and profit after tax, which are set out in the consolidated statement of comprehensive income. The subsidiary also maintains detailed marketing statistics which are reviewed on an ongoing basis.
Group turnover for the period was £13,571,126 with a gross margin of 37.1%. The loss after tax was £284,914, reflecting the one-off costs recognised during the period. At the subsidiary level, Partnership Media Group Limited returned to profit for the 2025 calendar year with a profit after tax of £2,741,261.
Revenue retention across the core exhibition portfolio was at record levels in 2025. Average headcount across the Group was 74, reflecting the completion of the restructuring programme. The business enters 2026 with a stronger portfolio, a largely fixed cost base and a solid pipeline across its core events.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the period ended 31 December 2025.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £284,914.
The directors who served during the period were:
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The auditor, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOVNET LIMITED
We have audited the financial statements of Govnet Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOVNET LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOVNET LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙The Group and Parent Company are subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including the Companies Act 2006, employment law, health and safety legislation, pensions legislation and taxation legislation.
∙As part of our consideration of compliance with the Companies Act 2006, we considered the requirements relating to distributions, distributable reserves, capital maintenance and share capital transactions.
∙We understood how the Group and Parent Company are complying with those legal and regulatory frameworks by making enquiries of management and those responsible for legal and compliance procedures. We assessed the extent of compliance with these legal and compliance procedures as part of our procedures on the related financial statement items.
∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the Group's and Parent Company's financial statements to material misstatement, including how fraud might occur. We identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud.
Audit procedures performed by the engagement team included:
∙Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgements made by management in its significant accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
∙Our procedures included reviewing relevant agreements and supporting documentation, assessing the appropriateness of the accounting treatment adopted in relation to these matters and evaluating the adequacy of the related disclosures included within the financial statements.
The assessment did not identify any issues in these areas.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occuring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOVNET LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
Richmond House
Walkern Road
Hertfordshire
SG1 3QP
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 36 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 36 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
GovNet 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 Company Information page.
The presentation currency of the financial statements is the Pound Sterling and is rounded to the nearest £.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 28 August 2024.
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group and Company's ability to continue as a going concern is dependent upon maintaining adequate levels of liquidity and ensuring covenant compliance to continue to operate for the going concern period of 12 months from the date of signing the financial statements (the "going concern period"). When assessing the going concern of the Company and the Group, the directors have reviewed the year to date financial results, loan repayments due and have modelled management's best estimate of financial results for the going concern period (the "Base case" forecast), which is based on the board-approved budget and longer term plan.
At 31 December 2025, the Group's lending facilities were due for renewal. Subsequent to the year end, on 18 May 2026, the Group successfully completed a refinancing of its borrowing facilities. The directors have considered the impact of this refinancing as part of their assessment of the Group's liquidity and funding requirements throughout the going concern period. The forecast includes the repayment of loans due by GovNet Limited to a third party in July 2027 amounting to £1.7m. The loan is secured against a personal guarantee of the ultimate shareholder, including a charge over the previous shareholder's property. The Base Case forecast shows that the group will have sufficient cash to meet its obligations as they fall due within the going concern period. In making their going concern assessment, the directors have also considered the covenants to the GovNet Limited loan and are satisfied that no breaches in the loan covenants will occur in the going concern period. Recognising the inherent uncertainty in forecasting, the directors have conducted a sensitivity on revenues to understand the impact on the model. They have also considered further mitigating actions should the company not have sufficient cash to repay the loan in July 2027. Given the value of the property that the loan is secured upon, the directors are satisfied that the loan repayment will not create a going concern issue for the group. Having carefully considered the base case forecast, the downside scenario, the successful refinancing completed subsequent to the year end, the ability to repay borrowings due and the trends subsequent to the year end, the directors have a reasonable expectation that the company and group will have adequate resources to enable them to continue in operational existence throughout the going concern period. Accordingly the directors continue to adopt the going concern basis of accounting in preparing the company financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the event date and when all of the following conditions are satisfied: • the amount of revenue can be measured reliably; • it is probable that the Group will receive the consideration due under the contract; • the stage of completion of the contract at the end of the reporting period can be measured reliably; and • the costs incurred and the costs to complete the contract can be measured reliably.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Critical judgements in applying the Company's accounting policies: The Director does not consider that the amounts recognised in the current or prior year financial statements have been significantly affected by any critical judgments made in the process of applying the Company's accounting policies. Key sources of estimation uncertainty: Bad debt provision - Historically, the Company maintained a bad debt provision calculated at 1% of total trade debtors to reflect the expected credit losses on trade receivables. During the year, the Company changed the accounting estimate for provision for bad debts given the consistently low value of bad debt charges. The new policy is to make a provision only for the debts: - relating to events that had taken place and - were outstanding at the year end and - have no payment plan agreement in place for and - are not confident of recovery. As a result the bad debt provision decreased from £10,357 to £6,284, which increased the profit by the same amount. At the year end, trade debtor balances amounted to £1,720,510 (2024: £1,049,244). The related provision for bad debts was £6,284 (2024: £10,357), reflecting the application of the above policy. The movement in the provision compared with the prior year primarily reflects the change in accounting estimate from 1% of the trade debtors balance to a specific provision, based on management's updated assessment of credit risk in the current trading environment. In making its judgement, management considers whether there is objective evidence of any impairment of financial assets that are measured at cost or amortised cost at the accounting date. Where specific debtors are identified as impaired based on individual asessment, provisions may be recognised in line with the above policy. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Deferred tax asset - The company recognises a deferred tax asset on an assessment of future taxable profits and based on the current and published tax legislation. Future performance and possible future changes in tax legislation can influence the recovery of the deferred tax assets.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The loan from a third-party lender is secured by a legal charge over a property owned by a close family member of the director.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
1,000,000 Ordinary shares and 63,830 Ordinary B shares of £0.001 each were allocated and fully paid for during the period. 11,669 Ordinary B shares of £0.001 each were repurchased and subsequently cancelled during the period.
Share premium account
Capital redemption reserve
Profit and loss account
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The acquisition was accounted for using the acquisition method in accordance with FRS 102 Section 19 - Business Combinations and Goodwill.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
24.Business combinations (continued)
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £91,232 There were £26,193 contributions payable to the fund at the reporting date.
During the year, the Company made a distribution to a shareholder amounting to £185,000.
Subsequent to a review of the Company's distributable reserves position at the date the distribution was made, the directors concluded that the distribution may not have been supported by sufficient distributable reserves. Accordingly, the amount has been reclassified as a loan receivable from the director rather than being recognised as a distribution. At 31 December 2025, £181,238 remained outstanding and is included within other debtors. The balance is unsecured, interest free and repayable on demand. The directors consider the balance to be fully recoverable and it has been cleared in full, via a post year end dividend. No amounts were written off or waived during the year.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The creation of distributable reserves forms part of the steps taken by the Company to regularise certain historical distributions and share capital transactions. The directors have considered the impact of this transaction when assessing matters relating to historical distributions, obligations arising therefrom and the Company's overall capital position. In addition, subsequent to the reporting date, the Company entered into an agreement with a former employee in respect of shares held by that individual. Prior to the reporting date, a dispute existed regarding the future ownership and repurchase of those shares. The matter was resolved after the reporting date through an agreement under which total consideration of £250,000 will be paid in five instalments. The consideration payable exceeds the nominal value of the shares being repurchased. The terms of the revised arrangements remain broadly aligned with those agreed with the shareholder at the time of their departure from the Company. The directors have concluded that the agreement represents a non-adjusting event as no binding obligation existed at 31 December 2025 and the terms of settlement were agreed after the reporting date. Subsequent to the year end, on 18 May 2026, the company entered into a refinancing arrangement in respect of its existing borrowing facilities. The directors consider this to be a non-adjusting event after the reporting period. As these events occurred after 31 December 2025, no adjustment has been made to the amounts recognised in these financial statements.
The ultimate controlling party of the company is J Tucker, a director.
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