Company registration number SC205833 (Scotland)
DENHOLM ASSOCIATES LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
DENHOLM ASSOCIATES LIMITED
CONTENTS
Page
Accountants' report
1
Balance sheet
2 - 3
Notes to the financial statements
4 - 10
DENHOLM ASSOCIATES LIMITED
REPORT TO THE DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY ACCOUNTS OF DENHOLM ASSOCIATES LIMITED
- 1 -

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Denholm Associates Limited for the year ended 31 December 2025 which comprise, the balance sheet and the related notes from the company’s accounting records and from information and explanations you have given us.

As a practising member firm of the ICAS we are subject to its ethical and other professional requirements which are detailed at https://icas.com/icas-framework-preparation-of-accounts.

This report is made solely to the b oard of d irectors of Denholm Associates Limited, as a body, in accordance with the terms of our engagement letter dated 22 January 2019. Our work has been undertaken solely to prepare for your approval the financial statements of Denholm Associates Limited and state those matters that we have agreed to state to the b oard of d irectors of Denholm Associates Limited, as a body, in this report in accordance with the requirements of the ICAS as detailed at https://icas.com/icas-framework-preparation-of-accounts. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Denholm Associates Limited and its b oard of d irectors as a body, for our work or for this report.

It is your duty to ensure that Denholm Associates Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Denholm Associates Limited. You consider that Denholm Associates Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Denholm Associates Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory f inancial statements.

A.J.B. Scholes Ltd
Chartered Accountants
8 Walker Street
Edinburgh
EH3 7LA
30 July 2026
DENHOLM ASSOCIATES LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 2 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
3
4,321
4,602
Tangible assets
4
23,809
29,704
28,130
34,306
Current assets
Debtors
5
765,226
691,082
Cash at bank and in hand
11
-
0
765,237
691,082
Creditors: amounts falling due within one year
6
(968,573)
(813,415)
Net current liabilities
(203,336)
(122,333)
Total assets less current liabilities
(175,206)
(88,027)
Government grants
7
(4,578)
(5,766)
Net liabilities
(179,784)
(93,793)
Capital and reserves
Called up share capital
9
100
100
Profit and loss reserves
(179,884)
(93,893)
Total equity
(179,784)
(93,793)
DENHOLM ASSOCIATES LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 3 -

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 30 July 2026 and are signed on its behalf by:
Mr JC Denholm
Director
Company registration number SC205833 (Scotland)
DENHOLM ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
1
Accounting policies
Company information

Denholm Associates Limited is a private company limited by shares incorporated in Scotland. The registered office is First Floor 107 George Street, Edinburgh, Scotland, EH2 3ES.

1.1
Basis of preparation

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
33% reducing balance
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Office equipment
25% reducing balance
Fixtures and fittings
25% reducing balance
Computer equipment
33% reducing balance
DENHOLM ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -

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 credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company 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.

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.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

DENHOLM ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 paymen ts 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. A m ounts 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.

1.9
Equity instruments

Equity instruments issued by the company 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 company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

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.

DENHOLM ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification.

1.14
Leases
As lessee

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 lease s asset are consumed.

1.15
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was 20 (2024 - 24).

2025
2024
Number
Number
Total
20
24
DENHOLM ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
3
Intangible fixed assets
Computer software
£
Cost
At 1 January 2025 and 31 December 2025
6,750
Amortisation and impairment
At 1 January 2025
2,148
Amortisation charged for the year
281
At 31 December 2025
2,429
Carrying amount
At 31 December 2025
4,321
At 31 December 2024
4,602
4
Tangible fixed assets
Office equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2025
5,959
27,313
74,356
107,628
Additions
1,378
1,463
472
3,313
At 31 December 2025
7,337
28,776
74,828
110,941
Depreciation and impairment
At 1 January 2025
4,434
16,327
57,163
77,924
Depreciation charged in the year
553
2,969
5,686
9,208
At 31 December 2025
4,987
19,296
62,849
87,132
Carrying amount
At 31 December 2025
2,350
9,480
11,979
23,809
At 31 December 2024
1,525
10,986
17,193
29,704
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
282,812
220,541
Other debtors
482,414
470,541
765,226
691,082
DENHOLM ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
6
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans and overdrafts
169,314
231,460
Trade creditors
202,796
116,378
Taxation and social security
333,579
236,063
Other creditors
262,884
229,514
968,573
813,415

The bank loans and overdrafts are secured with a floating charge over the company's assets.

7
Deferred income
2025
2024
£
£
Arising from government grants
4,578
5,766
Other deferred income
3,250
3,250
7,828
9,016
Included in the financial statements as follows:
Current liabilities
3,250
3,250
Shown as deferred income on the face of the balance sheet
4,578
5,766
7,828
9,016

Grants for capital expenditure are deferred in the balance sheet and then released as income to the profit & loss account over the estimated useful economic life of the related assets.

8
Share-based payment transactions

The company operates an enterprise management incentive scheme under which terms employees have been granted options to acquire shares in the company. The options may be exercised only on the occurrence of certain events specified in the option agreement.

Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
850
850
1.63
1.63
Forfeited
(350)
0
-
0
1.63
-
0
Outstanding at 31 December 2025
500
850
1.63
1.63
Exercisable at 31 December 2025
-
0
-
0
-
0
-
0
DENHOLM ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Share-based payment transactions
(Continued)
- 10 -

500 options remained outstanding at 31 December 2025, each with an exercise price of £1.63.

Measurement of fair value

The weighted average fair value of options granted was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
10
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
Total commitments
58,927
107,589
11
Directors' transactions

Interest free loans have been granted by the company to its directors as follows:

Advances
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
J & N Denholm
-
329,267
76,542
(56,900)
348,909
329,267
76,542
(56,900)
348,909
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