The directors present their strategic report for the year ended 31 March 2026.
FY26 has been a defining and highly successful year for Aurora, marking the business’s return to strong profitability and the delivery of its strategic objective to reposition as a high-growth, capability-led managed services platform.
The group delivered EBITDA of £2.0 million, representing a significant turnaround from prior year losses. This performance reflects the successful execution of the Board’s strategy and the transformation of the business into a scalable, high-performing organisation.
Following a period of significant change in FY25, including the reconstitution of the Board and the appointment of new leadership, the group undertook a comprehensive review of its strategy, operating model and market positioning. This resulted in a clearly defined strategic direction, a more disciplined operating structure and a renewed focus on core strengths, customer value and long-term growth.
The impact of these changes has begun to filter through the organisation during FY26, with improved trading performance, stronger operational execution and increasing confidence across the business. The actions taken in the prior year have created a materially more focused, agile and commercially aligned organisation, providing the foundation for the return to profitability in FY26 and underpinning further growth in the years ahead.
Aurora is now firmly established as one of the fastest-growing and most ambitious independent providers of managed workplace technology in the UK. The group combines industry-leading talent, deep technical capability and a broad, integrated service offering spanning IT, telecoms, print, workflow and AI-led solutions. It continues to build market-leading credentials across capability, proposition and service delivery, with increasing recognition as a trusted partner to customers.
The year has also seen the group successfully execute on its growth strategy through both organic and inorganic expansion. The acquisitions of Right Digital Solutions in September 2025 and the Ethos managed print services business in March 2026 have significantly strengthened Aurora’s scale, capability and customer base, reinforcing its position as a leading consolidator within the sector.
Alongside this, the group has materially strengthened its financial position. In July 2026, Pemberton equitised its debt investment, demonstrating continued confidence in Aurora’s strategy and long-term growth potential. This has enhanced the group’s balance sheet and provides additional flexibility to support ongoing expansion.
Aurora benefits from a highly experienced and aligned Board, supported by committed and ambitious shareholders who are fully behind the group’s growth strategy. The successful return to profitability in FY26 represents the delivery of a core strategic objective, with the business now firmly on a pro forma trajectory for further, material growth in earnings.
This growth will be driven by continued organic expansion, further targeted acquisitions, ongoing innovation and a relentless focus on service excellence. The directors believe Aurora has entered a new phase of accelerated growth, with the scale, capability and financial strength to further establish itself as a leading force in the UK managed services market.
The group’s performance during FY26 reflects a business operating with increasing confidence, discipline and momentum.
Growth has been delivered across both revenue and profitability, supported by strong new business performance, high levels of customer retention and an expanding base of recurring managed service income. Following the transformation activities undertaken in the prior year, the business now benefits from a more stable, efficient cost base and is demonstrating improving operational leverage.
Customer demand continues to strengthen as organisations increasingly consolidate suppliers and partner with providers capable of delivering integrated, end-to-end workplace technology solutions. Aurora’s breadth of capability and service-led approach position it strongly to capture this demand.
The group is seeing increasing reliance from customers across its service offering, reinforcing its role as a strategic partner rather than a transactional supplier and underpinning long-term, sustainable revenue growth.
Growth and market position
Aurora’s strategy to scale through a combination of organic growth and targeted acquisition has accelerated significantly during the year.
The acquisition of Right Digital Solutions has materially enhanced the group’s scale and capabilities, strengthening its position across IT, telecoms and digital services and creating a platform for further expansion as one of the UK’s leading independent managed services providers.
The subsequent acquisition of the Ethos managed print services business has further expanded Aurora’s customer base and operational footprint, while demonstrating the group’s ability to execute opportunistic transactions and deliver value through effective integration.
Together, these transactions underline Aurora’s position as an active and credible consolidator within a fragmented and evolving market, with a clear strategy to build scale, capability and market presence.
Capability and proposition
Aurora has continued to enhance its proposition and strengthen its competitive position during the year.
The group delivers a fully integrated managed service offering across print, IT, telecoms, workflow and broader workplace technology, supporting customers across the full technology lifecycle.
A key milestone has been the launch of Aurora’s AI capability, enhancing automation, insight and service efficiency and positioning the business at the forefront of innovation within the sector.
The expansion of IT and telecoms services has delivered particularly strong growth, with increasing adoption across the customer base, reflecting demand for integrated, mission-critical services delivered by a single provider.
People
Aurora’s continued success is underpinned by the strength and quality of its people.
The group remains focused on attracting, developing and retaining industry-leading talent and has successfully integrated employees from acquired businesses, further strengthening its capability and depth.
Aurora benefits from a highly experienced workforce with strong credentials across technical delivery, service operations and customer engagement, supporting consistent service excellence at scale.
Financial position and shareholder support
The group’s financial position has strengthened materially during FY26.
Improved trading performance has driven a return to profitability, supported by disciplined cost management and strong cash control. The business is well positioned to fund continued growth and invest in capability.
The equitisation of debt by Pemberton in July 2026 further strengthens the balance sheet, reducing leverage and enhancing flexibility to pursue strategic opportunities.
The directors consider the group to be appropriately funded and well positioned to meet its obligations and support its growth ambitions.
On 31 July 2026, the group’s controlling shareholder, Aurora Lux Holdco SARL, acquired debt from the original lenders with an amortised cost at 31 March 2026 of £223.1m. It then agreed to convert this debt, as adjusted for changes in amortised cost between 1 April 2026 and 31 July 2026, into new equity issued by Aurora UK Topco Limited, resulting in increased equity of £239.0m. The proforma group statement of net assets below has been prepared for illustrative purposes only to show the effect on the group balance sheet at 31 March 2026 as if the transaction, including subsequent changes in amortised cost, had taken place on 31 March 2026.
Because of its nature, the proforma group statement of net assets addresses a hypothetical situation and therefore does not represent the actual financial position or results following the transaction.
Notes on adjustments:
a) Changes in amortised cost
Reflects interest from 1 April 2026 to 31 July 2026.
b) Debt for equity swap
Cancellation of long-term debt in exchange for the issue of ordinary shares
The group operates in a competitive and evolving market. Key risks include macroeconomic conditions, technological change and the integration of acquired businesses.
These risks are actively managed through disciplined financial oversight, continued investment in systems and capability, and a structured approach to acquisition and integration.
The directors use a range of financial and operational metrics to assess the performance of the business. EBITDA remains the primary measure of underlying performance.
The return to positive EBITDA in FY26 reflects improved trading performance, cost discipline and the benefits of the group’s repositioned operating model following the strategic reset undertaken in the prior year.
Details of matters relevant to the directors' assessment of the application of the going concern basis are given in note 1.3 to the financial statements.
Outlook
Aurora enters FY27 with strong momentum and a clear trajectory for continued growth.
The business has successfully transitioned from transformation into sustained expansion. The strategic reset undertaken in the prior year, including changes to leadership, operating model and market focus, has now established a strong and scalable foundation, with the benefits beginning to materialise in FY26 and expected to accelerate further in the years ahead.
The group is well positioned to deliver continued growth in both revenue and profitability, driven by:
ongoing organic expansion across its core services
increasing adoption of IT, telecoms and AI-enabled solutions
further targeted acquisitions
a continued and disciplined focus on service excellence and customer outcomes
The directors are confident that Aurora will continue to strengthen its market position and deliver sustained long-term growth.
In accordance with section 172 of the Companies Act 2006, the directors act in a way they consider, in good faith, most likely to promote the success of the Company for the benefit of its shareholders as a whole, while having regard to the interests of its key stakeholders.
During the year, the Board has focused on delivering long-term value through the successful return to profitability, investment in expanded capabilities including AI, and the execution of strategic acquisitions to strengthen scale and market position.
The group recognises that its people are central to its success. The Board has prioritised investment in talent, the integration of employees from acquired businesses and the development of a high-performance, collaborative culture.
Strong relationships with customers and suppliers underpin the group’s performance. The Board promotes a customer-first approach focused on service quality, reliability and innovation, strengthening Aurora’s position as a trusted strategic partner.
The directors are committed to maintaining high standards of business conduct and operate with integrity and transparency, supporting a strong and growing market reputation.
The group continues to develop its approach to environmental and social responsibility, including initiatives to reduce environmental impact and promote sustainable practices.
The Board maintains regular engagement with shareholders to ensure alignment on strategy and performance. The continued support demonstrated during the year, including the equitisation of debt, reflects confidence in the group’s direction and long-term potential.
The directors consider that they have acted in a way most likely to promote the long-term success of the company.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2026.
The results for the year are set out on page 15.
No ordinary dividends were paid.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Going concern
The group meets its day-to-day working capital requirements through its own cash balances and committed banking/funding facilities. In assessing the appropriateness of adopting the going concern basis in the preparation of these financial statements, the directors have reviewed several factors, including information provided to them in relation to the group's trading results, its available resources, the ability of the group to continue to operate within its financial covenants and the group's latest forecasts and projections, comprising:
A forecast for the period to 31 March 2028 which has been prepared on a bottom-up basis with realistic assumptions regarding new contract wins, print volumes and likely margins.
Pemberton continue to support the group's growth plans, as demonstrated by the acquisitions of the Right Digital Solutions group of companies and Ethos. The directors are confident in the group's ongoing operations, supported by lenders and investors, and continue to prepare financial statements on a going concern basis.
The group maintains insurance policies on behalf of all the directors against liability arising from negligence, breach of duty and breach of trust in relation to the group.
In managing its capital, the group’s primary objective is to maintain a sufficient funding base to enable the group to meet its working capital and strategic investment needs. In making decisions to adjust its capital structure to achieve these aims, through new share issues or debt, the group considers not only its short-term position but also its long-term operational and strategic objectives.
Liquidity risk arises from the group management of working capital. It is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due. Refer to Note 1.3 of the financial statements for details of going concern considerations.
The group policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 90 days.
The group borrows at variable rates of interest. It is therefore exposed to increases in interest rates. The group reviews market forecasts of future interest rates on a regularly basis and would consider the use of hedging instruments to mitigate such risk where appropriate. No hedging arrangements were in force at the balance sheet date.
The group trades exclusively in the UK and all financing is denominated in sterling. The group therefore is not exposed to currency risk.
Credit risk is the risk of financial loss to the group if a customer or a counter party to a financial instrument fails to meet its contractual obligations. The group is principally exposed to credit risk on cash and cash equivalents with banks and financial institutions, and trade receivables. For banks and financial institutions, only independently rated parties with an acceptable rating are utilised.
Credit risk in connection with trade receivables is managed by the use of credit control procedures, such as the maintenance of a credit control department, use of credit references and stop limits.
In accordance with the company's articles, a resolution proposing that be reappointed as auditor of the group will be put at a General Meeting.
In line with the commitment to transparent reporting on ESG progress, Aurora is delighted to present their ESG Impact report. The Group’s dedicated team has continued to enhance our environmental, people and governance practices to bring about sustainable, real and impactful change. This report covers the year to March 2026.
Data has been assessed and the results provided by Sustainable Advantage. SECR replaced the Carbon Reduction Commitment Energy Efficiency Scheme (CRC) in April 2019. This new framework aims to simplify carbon and energy reporting requirements while still ensuring that companies have the information required to understand and reduce their emissions and energy costs. The UK Government’s environmental reporting guidance on how to measure and report greenhouse gas emissions has been used, along with the provided greenhouse gas reporting figures for the relevant year. The financial control approach has been used to define the scope boundary.
The Group is passionate and concerned about energy consumption and carbon emissions and wishes to utilise the mandatory SECR legislation as a foundation for identifying ways of saving energy and reducing carbon emissions. The Group is resolute in our endeavour to achieving net zero.
The Group owned or leased 9 sites during the reporting period that are included in SECR, where electricity and gas are the primary and only utilities used. The group also owned and leased cars and vans during the reporting period, as well as having staff mileage claims. All activities are based within the UK.
· Scope 1 emissions consist of natural gas usage from buildings and company car mileage.
· Scope 2 emissions consist of electricity usage from buildings.
· Scope 3 emissions are from grey fleet mileage.
Below shows the breakdown of consumption and carbon emissions, in kWh and tonnes of carbon dioxide equivalent (tCO2e) respectively, by scope and specific area.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Aurora UK Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026, which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s and the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the group’s and the parent company’s business model including effects arising from macro-economic uncertainties such as high inflation and the cost of living crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group’s and the parent company’s financial resources or ability to continue operations over the going concern period.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s and the parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the 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.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
Irregularities,including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and company and determined the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, the Companies Act 2006 and the relevant tax legislation in the jurisdictions in which the group and company operates;
We understood how the group and company is complying with those legal and regulatory frameworks by making enquiries of management and those charged with governance. We corroborated our enquiries through our review of board minutes and other relevant correspondence received from legal advisors and regulatory bodies;
We also enquired of management and those charged with governance concerning the group's and company's policies and procedures relating to the identification, evaluation, detection and response to the risks of fraud and the establishment of internal controls to mitigate risks related to fraud. We enquired as to whether they had any knowledge of actual, suspected or alleged fraud;
We assessed the susceptibility of the group's and company's financial statements to material misstatement, including how fraud might occur, by considering management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. We determined the principal risk was through management override of controls;
Audit procedures performed by the audit team included:
identifying and assessing the design and implementation of controls management utilises to prevent and detect fraud;
challenging key assumptions used and judgements made by management in relation to significant accounting estimates, including the valuation of goodwill and investments in subsidiaries;
using data interrogation software to identify and test large or unusual journal entries which may carry a higher risk of fraud;
assessing the extent of compliance with the relevant laws and regulations as part of our audit procedures on the related financial statement item; and
performing audit procedures to conclude on the compliance of disclosures in the financial statements with applicable financial reporting requirements.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.
The assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s:
understanding of and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;
knowledge of the industry in which the group company operates;
understanding of the relevant legal and regulatory frameworks including United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, the Companies Act 2006 and the relevant tax legislation in the jurisdictions in which the group operates and the application of the legal and regulatory requirements of these to Aurora UK Topco Limited.
Communications with the audit team in respect of potential non-compliance with laws and regulations and fraud included the potential for fraud including through management override of controls in the preparation of the financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £17,261,965 (2025 - £15,529,448 loss).
Aurora UK Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 43 Palace Street, London, SW1E 5HL.
The group consists of Aurora UK Topco Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Aurora UK Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiary undertakings acquired during the year have been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of subsidiary undertakings acquired during the year for the period from their acquisition. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.
The group meets its day-to-day working capital requirements through its own cash balances and committed banking/funding facilities. In assessing the appropriateness of adopting the going concern basis in the preparation of these financial statements, the directors have reviewed several factors, including information provided to them in relation to the group's trading results, its available resources, the ability of the group to continue to operate within its financial covenants and the group's latest forecasts and projections, comprising:
A forecast for the period to 31 March 2028 which has been prepared on a bottom-up basis with realistic assumptions regarding new contract wins, print volumes and likely margins.
Pemberton continue to support the group's growth plans, as demonstrated by the acquisitions of the Right Digital Solutions group of companies and Ethos. The directors are confident in the group's ongoing operations, supported by lenders and investors, and continue to prepare financial statements on a going concern basis.
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
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 and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
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 equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Non-controlling interests
Non-controlling interests in subsidiary undertakings are initially measured at the fair value of equity subscribed or otherwise issued. This value is adjusted to reflect dividends declared by the year end.
Exceptional items
Items of expenditure that are deemed exceptional because of size or incidence, in the latter case because they derive from transactions outside the group's normal day-to-day operations, are reported separately as exceptional items.
Future changes in UK GAAP
On 27 March 2024, the FRC issued Amendments to FRS 102. The effective date for most amendments is accounting periods beginning on or after 1 January 2026, with earlier adoption permitted.
The most significant amendments are the replacement of Section 23, now renamed Revenue from Contracts with Customers, and Section 20 Leases. The many other less significant changes, including a new Section 2A Fair Value Measurement, are not currently expected to have a material impact. The new revenue and leasing requirements seek to provide greater consistency and alignment to the international accounting standards, i.e., IFRS 15 and IFRS 16. The group is planning for the implementation of these change and is at an early stage in evaluating their financial impact. At 31 March 2026 the group had commitments under operating leases. Under the new lease accounting requirements management expects that these amounts would be recognised on-balance sheet, with a lease liability based on the discounted value of the future commitments, plus payments related to optional extension periods if considered reasonably certain, and a related ‘right-of-use’ asset. Management is reviewing existing revenue contracts to determine the overall recognition, measurement, presentation and disclosure impact.
In the application of the group’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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
In recognising intangible assets, including goodwill, on the acquisition of subsidiary undertakings and unincorporated businesses, the directors must exercise judgement in determining whether any intangible assets acquired require separate recognition because they are both separable and arise from contractual or legal rights. Any potential intangible assets that would otherwise meet the criteria for recognition under FRS102, but are not both separable and arising from contractual or legal rights, have been subsumed in goodwill.
The directors determine what costs are exceptional items by reference to their size and/or the manner in which they arise and in the latter case the extent to which they arise from the group's expected operations.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
In determining the estimated useful life of goodwill the directors have considered the nature of the businesses acquired, the longevity of acquired relationships and the probability of impairment.
In estimating debtors' recoverability the directors have considered the nature of objective evidence concerning loss events for individually significant items. Debtors that are not individually significant are grouped on the basis of similar credit risks.
In estimating accrued and deferred income the directors have regard to the nature of the services provided and the terms of agreement with customers.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2025 - 2).
Exceptional items are those items that are exceptional by size or incidence, in the latter case because they are outside the group's day-to day operations. Typically they result from group restructuring, systems development, settlement of onerous leases and items of a similar nature.
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 March 2026 are as follows:
100% of the ordinary share capital of Harrow Debtco Limited is owned directly, 100% of the ordinary share capital of each of the other subsidiaries is held indirectly.
The registered number of all subsidiaries that are exempt from the requirements of the UK Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A of the Act are listed above.
All subsidiaries are registered at 43 Palace Street, London, England, SW1E 5HL.
Bank loans are secured by charges over the group's assets.
Company facilities accrue interest at a rate of SONIA + 12% and are repayable by February 2029. Other group facilities accrue interest at a rate of SONIA + 7.25% and are repayable by August 2028.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The group has secured group borrowings by creating a fixed and floating charge over its assets. At the year end, the amount of borrowings secured is £223.12 million.
On 12 March 2026 the company acquired the remaining business assets of MPS specialist Ethos from the administrators FRP.
On 31 August 2025 the group acquired 100 percent of the issued capital of Right Digital Solutions Group.