Registered number: 14364806
FOR THE YEAR ENDED 31 DECEMBER 2025
PATRON TOPCO LIMITED
COMPANY INFORMATION
PATRON TOPCO LIMITED
CONTENTS
PATRON TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the strategic report for the year ended 31 December 2025
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.
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 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 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 TOPCO LIMITED
GROUP 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 2026
Significant work is underway to digitise consultancy, leveraging our extensive IP and analytics, using AI to service up advice now of need, meaning our value is available to all clients in an organisation, 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 (including AI) whilst allowing them to track their progress against these actions.
∙Further streamline the management of surveys and speed to data insights 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 TOPCO LIMITED
GROUP 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. This has resulted in a strong EBITDA performance. The trend is expected to continue in 2026 and beyond.
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.
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.
Page 3
PATRON TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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, 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.
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.
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.
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.
Page 4
PATRON TOPCO 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.
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 year, after taxation, amounted to £386,065 (2024 - loss £78,123).
No ordinary dividends were paid. The directors do not recommend payment of further dividend.
The directors who served during the year were:
Page 5
PATRON TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
Page 6
PATRON TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PATRON TOPCO LIMITED
We have audited the financial statements of Patron Topco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated profit and loss account, the Consolidated Statement of Comprehensive Income, the Consolidated analysis of net debt, the Consolidated Balance Sheet, the Company Balance Sheet, 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.
Page 7
PATRON TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PATRON TOPCO LIMITED (CONTINUED)
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.
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.
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.
Page 8
PATRON TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PATRON TOPCO LIMITED (CONTINUED)
Page 9
PATRON TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PATRON TOPCO 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 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 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:
∙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;
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 10
PATRON TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PATRON TOPCO 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 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.
for and on behalf of
Statutory Auditor
Leytonstone House
3 Hanbury Drive
London
E11 1GA
Page 11
PATRON TOPCO LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 12
PATRON TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 13
PATRON TOPCO LIMITED
REGISTERED NUMBER: 14364806
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
Page 14
PATRON TOPCO LIMITED
REGISTERED NUMBER: 14364806
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 July 2026 .
The notes on pages 21 to 42 form part of these financial statements.
Page 15
PATRON TOPCO LIMITED
REGISTERED NUMBER: 14364806
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 July 2026 .
The notes on pages 21 to 42 form part of these financial statements.
Page 16
PATRON TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 17
PATRON TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 18
PATRON TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 19
PATRON TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 20
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Patron TopCo Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6 Valentine Place, London, England, SE1 8QH.
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 following principal accounting policies have been applied:
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 Balance sheet, 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.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, 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.
Page 21
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group made a loss of £ (386,065) in the period and had net liabilities of £ (789,591) and cash reserves of £ 1,124,442 . The underlying annual trade is profitable when adjusted for exceptional items, depreciation and amortisation.
The Group is forecast to generate EBITDA of £2,250k for the year ending 31 December 2026 and has current assets from inception and forecasted for this to be the case in all projections. A firm focus on expanding the work we do with its current customers as well as growing the customer base and cost restraint as well as improving our technology, is expected to increase profitability of the group in the short term and meet the liabilities as they become due.
The largest long term liabilities are held with the shareholders of the group who are fully engaged with the transformation undertaken during 2025. The directors have prepared projections and forecasts for a period of 12 months from the date of approval of these financial statements which indicate that the group will continue to trade and generate positive cash balances. The directors continue to monitor the business performance and are confident that the group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have prepared the financial statements on a going concern basis. .
Functional and presentation currency
Transactions and balances
Page 22
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Page 23
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Page 24
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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.
The estimated useful lives range as follows:
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.
Page 25
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Page 26
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or provide termination benefits.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group 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 Group's Balance sheet when the Group 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 Group'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
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.
Page 27
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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 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.
Page 28
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on the quity instruments are recognised as liabilities once they are no longer at the discretion of the group.
Page 29
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The estimates are underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Depreciation
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See Note 16 for the carrying amount of the property, plant and equipment and Note 2.11 for the useful economic lives for each class of asset.
Amortisation
The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See Note 15 for the carrying amount of the intangible assets and Note 2.10 for the useful economic lives for each class of asset.
Page 30
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination:
Page 31
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 32
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 33
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Taxation (continued)
There were no factors that may affect future tax charges.
Page 34
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 loss after tax of the parent Company for the year was £171,223 (2024 - loss £109,898 ).
Page 35
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
Page 36
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
Page 37
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
Page 38
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company by resolution of its board of directors passed on 2 December 2022 created three types of fixed rate shareholder loan notes to fund the acquisition of group companies.
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.
Loan Note C amounts to £548,264 (2024: £816,750) and carried an interest rate of 8% per annum up to November 2025 after which it became interest-free. The total interest expense for the year amounted to £67,335 (2024: £65,340). The loan is being paid in equal instalments over a period of 8 years, with the last instalment due in June 2034.
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).
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.
Loan Note C amounts to £548,264 (2024: £816,750) and carried an interest rate of 8% per annum up to November 2025 after which it became interest-free. The total interest expense for the year amounted to £67,335 (2024: £65,340). The loan is being paid in equal instalments over a period of 8 years, with the last instalment due in June 2034.
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 39
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Page 40
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Foreign exchange reserve
Other reserves
Profit and loss account
The Group operates a defined contribution pension scheme for its directors and senior employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The unpaid contributions outstanding at the year-end included in 'other creditors' are £27,406 (2024: £5,787).
The unpaid contributions outstanding at the year-end included in 'other creditors' are £27,406 (2024: £5,787).
Page 41
PATRON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
There is no single ultimate controlling party.
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 £3,268,077.
On 30 September 2024, a charge was registered in favour of Triple Point Advancr 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.
On 30 September 2024, a charge was registered in favour of Triple Point Advancr 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.
Page 42