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Registered number: 14365774 PATRON BIDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
PATRON BIDCO LIMITED COMPANY INFORMATION
Directors | P Cowan
| C Smeaton
| J N Henshaw
Registered number | 14365774
Registered office | 6 Valentine Place
| London
| England
| SE1 8QH
Independent auditors | Barnes Roffe Audit Limited
| Chartered Accountants Statutory Auditor
| Leytonstone
| Leytonstone House
| 3 Hanbury Drive
| London
| E11 1GA
PATRON BIDCO LIMITED CONTENTS
| Page
Strategic report | 1 - 4
Directors' report | 5 - 6
Independent auditors' report | 7 - 10
Statement of income and retained earnings | 11
Balance sheet | 12
Statement of changes in equity | 13
Notes to the financial statements | 14 - 29
PATRON BIDCO LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their strategic report for the year ended 31st December 2025.
Who We Are
Verity Relationship Intelligence is an international team of expert consultants, data experts, and insights professionals, united by the mission to serve our clients. Our goal is to champion the power of relationship intelligence for commercial success. For over 20 years we have helped our clients to build relationally intelligent organisations for revenue growth.
What We Do
We provide actionable insights into client satisfaction, employee engagement and internal alignment to drive growth, retention and a thriving workplace culture. How We Work Our digital platform combines survey data, insights, benchmarking, and consultancy. It offers instant access to quantitative data and qualitative feedback, anytime and anywhere, while ensuring top-level data security. With tools to improve response rates and feedback quality, it helps you build stronger, lasting customer relationships and drive growth. We leverage the data and insights collected from the surveys responded to by our clients’ clients. We have deep benchmarking and use our sector and market normative data to compare an organisation to its competitive set. This information helps to proactively strengthen relationships, address challenges before they escalate, and identify opportunities for new projects to ensure you grow and retain your customer base. Our Impact Through our data, our proprietary analytics and our consultancy focus on actioning the insight within a client organisation, we have a wide impact. We have saved multi-million-dollar accounts that were going up for pitch, by uncovering risk early from the data. We have successfully embedded our survey product The Relationship Rating (TRR) as a core KPI within multi-billion-dollar packaging businesses. Two years into our Future Fit Index, we are enabling leadership teams to precisely diagnose and action confidence gaps that their clients might have and understand how they are performing competitively. Our team health product Barometer has focused the leadership of marketing services businesses onto retention of talent and optimising their experience. Our North Star relationship skills workshops have equipped junior and senior teams to strengthen their client relationships to drive positive commercial outcomes. Page 1
PATRON BIDCO LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Our People During 2025, Verity Relationship Intelligence has undertaken a period of organisational development to better align its structure, capabilities, and delivery model with its strategic priorities. This has included organisational redesign to integrate consultancy, data and platform delivery more effectively, with a focus on improving accountability, operational efficiency and client outcomes. Alongside these structural changes, the Directors have maintained a clear focus on building a high-performing and adaptable workforce. This has involved targeted recruitment in key capability areas, alongside the realignment of roles and responsibilities to support a more scalable, platform-led business model. These actions have contributed to improved operational efficiency and supported the Company’s financial performance during the year. The Directors recognise that employee engagement and retention are critical to the long-term success of the business. Throughout the year, particular emphasis has been placed on maintaining engagement and supporting employees through a period of change, including clear communication, leadership visibility and a continued focus on career development and progression opportunities. Looking ahead, the Directors will continue to invest in the Company’s people to support its strategic objectives, particularly in building internal capability across product, platform development, and data. Strengthening leadership capability, attracting and retaining critical talent and embedding a cohesive organisational culture will remain key priorities as Verity Relationship Intelligence continues its transformation.
Our Strategic Goals for 2025
Significant work is underway to digitise consultancy, leveraging our extensive IP and analytics, using AI to serve up advice now of need, meaning our value is available to all clients in an organization, not just the few who meet with us. This is likely to significantly increase the commercial impact we have on the businesses we work with. In 2026 we will set out to: ∙Release a Dashboard Suite which truly uncovers insight for our customers, both across all our client verticals ∙Release an Action Management Module which will ingest the survey data and give our clients key actionable tasks (using AI) whilst allowing them to track their progress against these actions ∙Further streamline the management of surveys and speed to data insight to maximise efficiency and ensure a superb end-to-end experience for our customers ∙Maintain a coherent and sustained approach to the design, development and deployment of new platform and dashboard functionality ∙Expand footprint into other client business verticals ∙Continue enhancement of operational efficiencies and strengthen EBITDA Page 2
PATRON BIDCO LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Review of Performance
The company continued to trade strongly whilst undergoing a period of internal restructure, which is ongoing into 2026.
Looking Ahead
The directors monitor gross profit margins from continuing activities, as another key performance indicator, and expect these to strengthen in 2026 as the impact of efficiencies of delivery are experienced from our new platform and client dashboards. In 2026 we will continue to invest in and grow our capabilities, including investments in a new platform and dashboard, employing internal development and product management teams and overhauling business operations. We will continue to diversify our offer, to cover an enhanced range of services and insights to our clients, and to invest in new business capabilities.
Principal risks and uncertainties
The principal risk facing the business continues to be what impact the macro environment will have on our clients, their clients and our staff. The risks of client restructures in our principal vertical, cost of living pressures, the impact of decisions made by governments globally and the continued wars in Ukraine and Gaza, makes the future uncertain for all. Turnover at Verity Relationship Intelligence could be impacted positively or negatively by these risks, as our clients grapple to manage their limited budgets in challenging times. The business must ensure we are best placed to help our current and future clients to maximise their scarce resources and engage Verity Relationship Intelligence to help them protect and grow their client and employee relationships. Attracting and retaining the right talent in the business remains a risk. The employment market remains a difficult one, and the Directors are committed to ensuring our staff are challenged and able to progress within Verity Relationship Intelligence. The company faces several business risks and uncertainties due to worsening trading conditions and new competition. In view of this, the directors are looking carefully at both existing and potential new markets and intend to remain focused on existing markets. Page 3
PATRON BIDCO LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Future developments
The directors anticipate the business environment will remain competitive. They believe that the company is in a good financial position and that the risks that have been identified are being well managed. With careful focus on appropriate diversification and development of new products, as well as continuing review of the state of the market and the activities of competitors, the directors are confident in the company's ability to maintain and build on this position, albeit with cautious growth expectations.
Financial instruments
The company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are largely conducted in sterling, with the only foreign currency transactions being covered by suitable currency contracts to minimise exposure to exchange rate volatility. The company does not enter into any formally designated hedging arrangements.
Research and development
The company is currently undertaking research and development to improve the client and employee experience and performance of its survey platform and client interface. This report was approved by the board on 15 July 2026 and signed on its behalf.
P Cowan Director
Page 4
PATRON BIDCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company'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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the company continued to be that of a holding company.
Results and dividends
The loss for the year, after taxation, amounted to £539,683 (2024 - loss £716,344). No ordinary dividends were paid. The directors do not recommend payment of a final dividend
Directors
The directors who served during the year were:
P Cowan
G L Tsangarides (resigned 10 November 2025)
P Reilly (resigned 31 January 2026)
C Smeaton
J N Henshaw (appointed 10 November 2025)
Page 5
PATRON BIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
Under section 487(2) of the Companies Act 2006, Barnes Roffe Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board on 15 July 2026 and signed on its behalf.
P Cowan Director
Page 6
PATRON BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PATRON BIDCO LIMITED
Opinion
We have audited the financial statements of Patron Bidco Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of income and retained earnings, the Balance sheet, the 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 our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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. Page 7
PATRON BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PATRON BIDCO LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 Company or to cease operations, or have no realistic alternative but to do so. Page 8
PATRON BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PATRON BIDCO LIMITED (CONTINUED)
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 an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: ∙Ensuring that the engagement team collectively had the appropriate competence, capabilities and skills to identify non-compliance with applicable laws and regulations; ∙We identified the laws and regulations applicable to the Company through discussions with directors, and from our commercial knowledge and experience of the relevant sector; ∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, are as follows - Companies Act 2006, FRS 102, Employment legislation and Tax legislation; ∙We assessed the extent of the compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and ∙Laws and regulations were communicated within the audit team at the planning meeting, and the audit team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Company'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; ∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; ∙Reviewing the financial statements and testing the disclosures against supporting documentation; ∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies; ∙Inspecting and testing journal entries to identify unusual or unexpected transactions; and ∙Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias. 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 occurring 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 Auditors' report. Page 9
PATRON BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PATRON BIDCO LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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. Gary Leonard (Senior statutory auditor) for and on behalf of Barnes Roffe Audit Limited Chartered Accountants Statutory Auditor Leytonstone House 3 Hanbury Drive London E11 1GA Date: 15 July 2026 Page 10
PATRON BIDCO LIMITED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 242,355 | 934,566
Gross profit |  | 242,355 | 934,566
Administrative expenses |  | (194,886) | (520,884)
Exceptional administrative expenses |  | (15,389) | (340,387)
Operating profit |  | 32,080 | 73,295
Interest receivable and similar income | 8 | - | 1,546
Interest payable and similar expenses | 9 | (777,809) | (821,993)
Loss before tax |  | (745,729) | (747,152)
Tax on loss | 10 | 206,046 | 30,808
Loss after tax |  | (539,683) | (716,344)
Retained earnings at the beginning of the year |  | (1,594,389) | (878,045)
|  | (1,594,389) | (878,045)
Loss for the year |  | (539,683) | (716,344)
Retained earnings at the end of the year |  | (2,134,072) | (1,594,389)
The notes on pages 14 to 29 form part of these financial statements.
Page 11
PATRON BIDCO LIMITED REGISTERED NUMBER: 14365774 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 12 |  | 7,724,710 |  | 7,724,710
|  |  | 7,724,710 |  | 7,724,710
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 1,276,460 |  | 1,228,850 |
|  | 1,276,460 |  | 1,228,850 |
Creditors: amounts falling due within one year | 14 | (4,103,026) |  | (3,878,182) |
Net current liabilities |  |  | (2,826,566) |  | (2,649,332)
Total assets less current liabilities |  |  | 4,898,144 |  | 5,075,378
Creditors: amounts falling due after more than one year | 15 |  | (5,435,587) |  | (6,669,766)
Net liabilities |  |  | (537,443) |  | (1,594,388)
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | 1 |  | 1
Other reserves |  |  | 1,548,917 |  | -
Profit and loss account |  |  | (2,086,361) |  | (1,594,389)
|  |  | (537,443) |  | (1,594,388)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 July 2026.
P Cowan
Director
The notes on pages 14 to 29 form part of these financial statements. Page 12
PATRON BIDCO LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 1 | - | (878,045) | (878,044)
Comprehensive income for the year |  |  |  |
Loss and total comprehensive income for the period | - | - | (716,344) | (716,344)
At 1 January 2025 | 1 | - | (1,594,389) | (1,594,388)
Comprehensive income for the year |  |  |  |
Loss and total comprehensive income for the year | - | - | (539,683) | (539,683)
Transfer of interest expense | - | - | 47,711 | 47,711
Contributions by and distributions to owners |  |  |  |
Capital Contribution | - | 1,548,917 | - | 1,548,917
At 31 December 2025 | 1 | 1,548,917 | (2,086,361) | (537,443)
| The notes on pages 14 to 29 form part of these financial statements.
Page 13
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Patron Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6 Valentine Place, London, England, SE1 8QH. The Company's principal activity continued to be that of a holding company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
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 management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Patron Topco Limited as at 31 December 2025 and these financial statements may be obtained from 6 Valentine Place, London, SE1 8QH, UK.
| 2.3 | Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006. Page 14
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The Company made a loss of £539,683 in the period and had net liabilities of £(537,443) at 31 December 2025. The Company made an EBITDA profit of £47k for the period and is expected to continue to generate EBITDA profits for the foreseeable future. The investments held by Patron Bidco Limited are forecast to be be EBITDA profitable and will allow the Company to meet its liabilities as they fall due. As such the accounts have been prepared on a going concern basis.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company 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.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 15
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.11 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
| 2.12 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 16
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.14 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.15 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.16 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Page 17
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are Page 18
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Page 19
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Management service fee | 242,355 | 934,566
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 242,355 | 934,566
5. | Auditors' remuneration
| Audit fees for the current year are being borne by a subsidiary of the company.
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | - | 282,160
| Social security costs | - | 34,804
| Cost of defined contribution scheme | 437 | 14,501
|  | 437 | 331,465
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Average number of employees including directors | 4 | 4
Page 20
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors salaries | - | 282,160
| Pension costs | 437 | 14,501
| Amounts paid to third parties in respect of directors' services | 185,379 | 155,998
|  | 185,816 | 452,659
| The highest paid director received remuneration of £NIL (2024 - £187,340).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £7,337).
8. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | - | 1,546
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | 777,809 | 821,993
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | (206,046) | (30,808)
| Total deferred tax | (206,046) | (30,808)
| Loss after tax | (206,046) | (30,808)
Page 21
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (745,729) | (747,152)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (186,432) | (186,788)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | (1,211) | 34,613
| Adjustments to tax charge in respect of prior periods | (18,403) | -
| Group relief | - | 121,367
| Total tax charge for the year | (206,046) | (30,808)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
11. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exceptional items | 15,389 | 340,387
| Exceptional items in the prior year were in relation to termination payments and professional fees in connection with transactions that are outside of the normal trading activities of the company.
Page 22
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 7,724,710
| At 31 December 2025 | 7,724,710
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| The Client Relationship Consultancy Group Limited | 6 Valentine Place, London, SE1 8QH, UK | Ordinary | 100%
| The Customer Relationship Consultancy Limited | 6 Valentine Place, London, SE1 8QH, UK | Ordinary | 100%
| Verity Relationship Intelligence Limited | 6 Valentine Place, London, SE1 8QH, UK | Ordinary | 100%
| CRC USA Limited | 6 Valentine Place, London, SE1 8QH, UK | Ordinary | 100%
| Verity Relationship Intelligence Inc | 33 Broad Street, Boston, MA 02109, USA | Ordinary | 100%
| CRC Latam Limited | 6 Valentine Place, London, SE1 8QH, UK | Ordinary | 100%
| The Client Relationship Consultancy Mexico SA DE CV | Calle Goldsmith 40, Polanco, Miguel Hidalgo, Cuidad de Mexico CP 11550, Mexico | Ordinary | 100%
| CRC Asia Limited | 6 Valentine Place, London, SE1 8QH, UK | Ordinary | 100%
| The Client Relationship Asia Pte, Limited | 16 Raffles Quay, ~16-02, Hong Leong Building, Singapore 048581 | Ordinary | 100%
Page 23
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Subsidiary undertakings (continued)
| The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| The Client Relationship Consultancy Group Limited | 461,316 | -
| The Customer Relationship Consultancy Limited | 2,106,783 | -
| Verity Relationship Intelligence Limited | 789,601 | 654,607
| CRC USA Limited | 1 | -
| Verity Relationship Intelligence Inc | 2,313,337 | (40,591)
| CRC Latam Limited | 100 | -
| The Client Relationship Consultancy Mexico SA DE CV | (57) | 234
| CRC Asia Limited | 100 | -
| The Client Relationship Asia Pte, Limited | (62,806) | (17,395)
Page 24
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 1,039,606 | 1,198,042
| Deferred taxation | 236,854 | 30,808
|  | 1,276,460 | 1,228,850
14. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shareholder loan note | 216,726 | 260,234
| Trade creditors | 96,396 | 40,800
| Amounts owed to group undertakings | 3,680,646 | 3,396,512
| Other taxation and social security | - | 37,841
| Accruals and deferred income | 109,258 | 142,795
|  | 4,103,026 | 3,878,182
Page 25
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shareholder loan note | 2,503,087 | 3,759,766
| Other borrowings | 2,932,500 | 2,910,000
|  | 5,435,587 | 6,669,766
| The Company has two types of fixed rate shareholder loan notes (Loan Note A and Loan Note B) for the total sum £2,719,813 (2024: £4,002,000). Loan Note A amounts to £513,355 (2024: £735,000) and was carrying an interest rate of 12% per annum until November 2025 when it became interest-free. The total interest expense for the year amounted to £61,715 (2024: £378,262). The loan is being paid in equal instalments over the period of 8 years, with the last instalment due in December 2033. Loan Note B amounts to £2,206,458 (2024: £3,267,000) and was carrying an interest rate of 12% per annum until November 2025 when it became interest-free. The total interest expense for the year amounted to £383,478 (2024: £392,040). The loan is being paid in equal instalments over the period of 8 years, with the last instalment due in December 2033. Other borrowings represents a loan of £2,910,000 received net of loan arrangement cost of £90,000 that are being charged to P&L using the effective interest rate method. Capital repayments will not be until September 2029. The loan carries interest rate determined as a total of Bank of England base rate plus a margin of 5.25% per annum. Interest expense for the year amounted to £313,532 (2024: £75,649).
Page 26
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Shareholder loan note | 216,726 | 260,234
|  | 216,726 | 260,234
| Amounts falling due 1-2 years |  |
| Shareholder loan note | 243,927 | 492,766
|  | 243,927 | 492,766
| Amounts falling due 2-5 years |  |
| Other borrowings | 2,932,500 | 2,910,000
| Shareholder loan note | 931,321 | 3,267,000
|  | 3,863,821 | 6,177,000
| Amounts falling due after more than 5 years |  |
| Shareholder loan note | 1,327,839 | -
|  | 1,327,839 | -
|  | 5,652,313 | 6,930,000
17. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | 30,808 | -
| Charged to profit or loss | 206,046 | 30,808
| At end of year | 236,854 | 30,808
Page 27
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 17.Deferred taxation (continued)
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Tax losses carried forward | 236,854 | 30,808
|  | 236,854 | 30,808
18. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary A share of £1.00 | 1 | 1
19. | Pension commitments
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held seperately from those of the company in an independently administered fund. During the year the company contributed £437 (2024: £14,501). There was no outstanding contributions at the reporting date (2024: £4,844).
20. | Related party transactions
| The company has taken the exemption under Section 33 Related Disclosures paragraph 33. 1A from disclosing transactions with other members of a wholly owned group. In addition to the above, consultancy fees amounting to £185,379 (2024: £156,000) were charged to entities that are under the control of two of the directors. An interest amount of £10,048 was also charged for late payment. Included in exceptional items are costs of £nil (2024: £105,000) for compensation for loss of office paid to a former director.
Page 28
PATRON BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Fixed and floating charges
In 2022, a charge was registered in favour of Coniston Capital I LP and (E) Equal Consultancy Limited. The registered charge is a fixed charge, a floating charge covering all of the property and undertakings of the Company and a negative pledge. The charge is over Patron Topco Limited, Patron Bidco Limited, The Client Relationship Group Limited, The Customer Relationship Consultancy Limited, Verity Relationship Intelligence Limited, Verity Relationship Intelligence Inc, CRC Latam Limited, CRC USA Limited, The Client Relationship Asia PTE Ltd, and The Client Relationship Consultancy Mexico S.A. de C.V. The amount of the loan note instruments covered by the charges is £2,719,813. On 30 September 2024, a charge was registered in favour of Triple Point Advance Leasing PLC. The registered charge is a fixed charge, a floating charge covering all of the property and undertakings of the Company and a negative pledge. The charge is over Patron Topco Limited, Patron Bidco Limited, The Client Relationship Group Limited, The Customer Relationship Consultancy Limited, Verity Relationship Intelligence Limited, Verity Relationship Intelligence Inc, CRC Latam Limited, CRC USA Limited, The Client Relationship Asia PTE Ltd, and The Client Relationship Consultancy Mexico S.A. de C.V. The amount of the loan note instruments covered by the charges is £3,000,000.
22. | Controlling party
The Company is a wholly owned subsidiary of Patron Topco Limited, whose registered office is 6 Valentine Place, London, SE1 8QH. The consolidated accounts can be obtained from Companies House. Patron Topco Limited has no single ultimate controlling party.
Page 29