Caseware UK (AP4) 2025.0.111 2025.0.111 2025-09-30 2025-09-30 2025-09-30 false false 2024-10-01 false Holding company 3 3 false 12502570 2024-10-01 2025-09-30 12502570 2023-10-01 2024-09-30 12502570 2025-09-30 12502570 2024-09-30 12502570 2023-10-01 12502570 1 2024-10-01 2025-09-30 12502570 d:Director1 2024-10-01 2025-09-30 12502570 d:Director2 2024-10-01 2025-09-30 12502570 d:Director3 2024-10-01 2025-09-30 12502570 d:Director4 2024-10-01 2025-09-30 12502570 d:Director4 2025-09-30 12502570 d:RegisteredOffice 2024-10-01 2025-09-30 12502570 c:MotorVehicles 2024-10-01 2025-09-30 12502570 c:ComputerEquipment 2024-10-01 2025-09-30 12502570 c:ComputerEquipment 2025-09-30 12502570 c:ComputerEquipment c:OwnedOrFreeholdAssets 2024-10-01 2025-09-30 12502570 c:CurrentFinancialInstruments 2025-09-30 12502570 c:CurrentFinancialInstruments 2024-09-30 12502570 c:Non-currentFinancialInstruments 2025-09-30 12502570 c:Non-currentFinancialInstruments 2024-09-30 12502570 c:CurrentFinancialInstruments c:WithinOneYear 2025-09-30 12502570 c:CurrentFinancialInstruments c:WithinOneYear 2024-09-30 12502570 c:Non-currentFinancialInstruments c:AfterOneYear 2025-09-30 12502570 c:Non-currentFinancialInstruments c:AfterOneYear 2024-09-30 12502570 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2025-09-30 12502570 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2024-09-30 12502570 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2025-09-30 12502570 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2024-09-30 12502570 c:ShareCapital 2025-09-30 12502570 c:ShareCapital 2024-09-30 12502570 c:SharePremium 2025-09-30 12502570 c:SharePremium 2024-09-30 12502570 c:SharePremium 2023-10-01 12502570 c:RetainedEarningsAccumulatedLosses 2024-10-01 2025-09-30 12502570 c:RetainedEarningsAccumulatedLosses 2025-09-30 12502570 c:RetainedEarningsAccumulatedLosses 2023-10-01 2024-09-30 12502570 c:RetainedEarningsAccumulatedLosses 2024-09-30 12502570 c:RetainedEarningsAccumulatedLosses 2023-10-01 12502570 d:OrdinaryShareClass1 2024-10-01 2025-09-30 12502570 d:OrdinaryShareClass1 2025-09-30 12502570 d:OrdinaryShareClass1 2024-09-30 12502570 d:FRS102 2024-10-01 2025-09-30 12502570 d:Audited 2024-10-01 2025-09-30 12502570 d:FullAccounts 2024-10-01 2025-09-30 12502570 d:PrivateLimitedCompanyLtd 2024-10-01 2025-09-30 12502570 c:Subsidiary1 2024-10-01 2025-09-30 12502570 c:Subsidiary1 1 2024-10-01 2025-09-30 12502570 d:Consolidated 2025-09-30 12502570 d:ConsolidatedGroupCompanyAccounts 2024-10-01 2025-09-30 12502570 2 2024-10-01 2025-09-30 12502570 4 2024-10-01 2025-09-30 12502570 6 2024-10-01 2025-09-30 12502570 14 2024-10-01 2025-09-30 12502570 c:Associate1 2024-10-01 2025-09-30 12502570 c:Associate1 1 2024-10-01 2025-09-30 12502570 c:Associate2 2024-10-01 2025-09-30 12502570 c:Associate2 1 2024-10-01 2025-09-30 12502570 e:PoundSterling 2024-10-01 2025-09-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 12502570 CONRAD GROUP HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
CONRAD GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors | D Sitwell
| J O Sitwell
| L M Sitwell
| P C Clark
Registered number | 12502570
Registered office | Sopher + Co LLP
| Connaught House
| 1-3 Mount Street
| London
| W1K 3NB
Independent auditors | Sopher + Co LLP
| Chartered Accountants & Statutory Auditors
| 5 Elstree Gate
| Elstree Way
| Borehamwood
| Hertfordshire
| WD6 1JD
CONRAD GROUP HOLDINGS LIMITED
CONTENTS
| Page
Chairman's Statement | 1
Group Strategic Report | 2
Directors' Report | 3 - 4
Independent Auditors' Report | 5 - 8
Consolidated Statement of Comprehensive Income | 9
Consolidated Statement of Financial Position | 10
Company Statement of Financial Position | 11
Consolidated Statement of Changes in Equity | 12
Company Statement of Changes in Equity | 13
Consolidated Statement of Cash Flows | 14
Consolidated Analysis of Net Debt | 15
Notes to the Financial Statements | 16 - 37
CONRAD GROUP HOLDINGS LIMITED
CHAIRMAN'S STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2025 The chairman presents his statement for the period. Conrad (CGHL) is our holding company. Its purpose is to become home to a group of successful and growing marketing services and similar businesses. Led by Louie and Jack Sitwell, their enthusiastic and contemporary approach enables me to report positive signs regarding both targets and lending. Our first acquisition in Acacia Avenue completed on 4th March 2026, and we look forward to making our second purchase during the coming year. My gratitude goes to the board for their wise counsel and to all our employees for their talent, hard work and commitment. Name D C Sitwell Chairman Date 7 August 2026 Page 1
CONRAD GROUP HOLDINGS LIMITED
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025
Introduction
The directors present their strategic report and financial statements for the year ended 30 September 2025.
Business review
The year proved to be another one of growth. With the contribution from several new business wins, operating profit grew again. Our knowledgeable and dedicated staff continue to provide great service to our many clients, with effective, innovative and cost-effective solutions to their needs. While many see AI as a threat, original ideas remain the keystone of our business, and AI is proving to be highly effective in translating these ideas into great advertising. Our work has again been recognised with industry awards. The acquisition of Acacia Avenue in March 2026 is the start of the next stage of our journey in growing the business. It is the directors intention to make further acquisitions.
Principal risks and uncertainties
The principal risks and uncertainties facing the company include: - ∙Liquidity risks – management of the company’s cash flow has been of paramount importance and will continue to be so. The directors are confident that all current and future liabilities will continue to be met, even with conservative forecasts of future trading. ∙Market risk – the advertising landscape continues to change, but there remains a place for traditional media alongside the various digital channels. The company will continue to offer its clients an appropriate mix of media to meet their requirements, while investing in training its staff to take advantage of developments as they are introduced by the major digital media. Google continues to recognise Accord as a Premier Partner, a much-valued accolade awarded to a very small number of advertising agencies in the UK.
Financial key performance indicators
The director consider the turnover and operating profit or loss of the Group as the key performance indicator as set out in the Statement of Comprehensive Income on page 9.
Funding
The company’s liquidity remains strong. The directors are confident that all liabilities will continue to be met, and that there will be sufficient working capital to facilitate the ongoing growth. This report was approved by the board on 7 August 2026 and signed on its behalf.
D Sitwell Director
Page 2
CONRAD GROUP HOLDINGS LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025 The directors present their report and the financial statements for the year ended 30 September 2025.
Results and dividends
The profit for the year, after taxation, amounted to £791,000 (2024 - £673,000). No dividend was paid during the year (2024: £Nil)
Directors
The directors who served during the year were:
D Sitwell
J O Sitwell
L M Sitwell
P C Clark (appointed 1 October 2024)
Future developments
There are no plans which will significantly change the activities and risks of the Group.
Qualifying third party indemnity provisions
The Group maintains insurance policies on behalf of the directors against liability arising from negligence, breach of duty and breach of trust in relation to the Group.
Directors' responsibilities statement
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. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group 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 for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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. Page 3
CONRAD GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Events after the reporting date
Details of significant events since the year end are set out in the Group Strategic Report.
Auditors
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP 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 7 August 2026 and signed on its behalf.
D Sitwell Director
Page 4
CONRAD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CONRAD GROUP HOLDINGS LIMITED
Opinion
We have audited the financial statements of Conrad Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2025, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and 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 our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 September 2025 and of the Group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 5
CONRAD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CONRAD GROUP HOLDINGS LIMITED (CONTINUED)
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the 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.
Matters on which we are required to report by exception
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. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 6
CONRAD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CONRAD GROUP HOLDINGS LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the marketing and advertising sector; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and ∙identified laws and regulations were communicated within the audit team regularly and the 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; and ∙understanding the design of the Company’s remuneration policies. Page 7
CONRAD GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CONRAD GROUP HOLDINGS LIMITED (CONTINUED) To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; ∙reading the minutes of meetings of those charged with governance; ∙enquiring of management as to actual and potential litigation and claims; and ∙reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 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.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Stephen Iseman FCA (Senior Statutory Auditor) for and on behalf of Sopher + Co LLP Chartered Accountants Statutory Auditors 5 Elstree Gate Elstree Way Borehamwood Hertfordshire WD6 1JD 7 August 2026 Page 8
CONRAD GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2025
| 2025 | 2024
Note | £000 | £000
Turnover | 4 | 36,870 | 28,750
Cost of sales |  | (29,515) | (22,008)
Gross profit |  | 7,355 | 6,742
Administrative expenses |  | (6,054) | (5,593)
Operating profit | 5 | 1,301 | 1,149
Interest receivable and similar income | 9 | 8 | 6
Interest payable and similar expenses | 10 | (109) | (146)
Profit before taxation |  | 1,200 | 1,009
Tax on profit | 11 | (409) | (336)
Profit for the financial year |  | 791 | 673
Profit for the year attributable to: |  |  |
Owners of the Company |  | 791 | 673
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 16 to 37 form part of these financial statements.
Page 9
CONRAD GROUP HOLDINGS LIMITED REGISTERED NUMBER:12502570
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 9,626 |  | 9,937
Tangible assets | 14 |  | 59 |  | 74
Investments | 15 |  | 13 |  | 17
|  |  | 9,698 |  | 10,028
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 5,881 |  | 5,072 |
Cash at bank and in hand |  | 2,310 |  | 1,575 |
|  | 8,191 |  | 6,647 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 17 | (11,486) |  | (8,949) |
Net current liabilities |  |  | (3,295) |  | (2,302)
Total assets less current liabilities |  |  | 6,403 |  | 7,726
Creditors: amounts falling due after more than one year | 18 |  | (5,605) |  | (7,719)
Net assets |  |  | 798 |  | 7
Capital and reserves |  |  |  |  |
Share capital | 21 |  | - |  | -
Profit and loss account | 22 |  | 798 |  | 7
Equity attributable to owners of the parent Company |  |  | 798 |  | 7
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 August 2026.
D Sitwell
Director
The notes on pages 16 to 37 form part of these financial statements. Page 10
CONRAD GROUP HOLDINGS LIMITED REGISTERED NUMBER:12502570
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Tangible assets | 14 |  | 13 |  | -
Investments | 15 |  | 23,000 |  | 23,000
|  |  | 23,013 |  | 23,000
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 15 |  | - |
Cash at bank and in hand |  | 12 |  | - |
|  | 27 |  | - |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 17 | (6,836) |  | (5,153) |
Net current liabilities |  |  | (6,809) |  | (5,153)
Total assets less current liabilities |  |  | 16,204 |  | 17,847
Creditors: amounts falling due after more than one year | 18 |  | (5,520) |  | (7,084)
Net assets |  |  | 10,684 |  | 10,763
Capital and reserves |  |  |  |  |
Share capital | 21 |  | - |  | -
Share premium account | 22 |  | 10,927 |  | 10,927
Profit and loss account | 22 |  | (243) |  | (164)
|  |  | 10,684 |  | 10,763
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 August 2026.
D Sitwell
Director
The notes on pages 16 to 37 form part of these financial statements. Page 11
CONRAD GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Profit and loss account | Equity attributable to owners of parent Company | Total equity
| £000 | £000 | £000
At 1 October 2023 | (666) | (666) | (666)
Profit for the year | 673 | 673 | 673
At 1 October 2024 | 7 | 7 | 7
Profit for the year | 791 | 791 | 791
At 30 September 2025 | 798 | 798 | 798
| The notes on pages 16 to 37 form part of these financial statements.
Page 12
CONRAD GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Share premium account | Profit and loss account | Total equity
| £000 | £000 | £000
At 1 October 2023 | 10,927 | (126) | 10,801
Loss for the year | - | (38) | (38)
At 1 October 2024 | 10,927 | (164) | 10,763
Loss for the year | - | (79) | (79)
At 30 September 2025 | 10,927 | (243) | 10,684
| The notes on pages 16 to 37 form part of these financial statements.
Page 13
CONRAD GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  |  | 2025 | 2024
|  |  | £000 | £000
Cash flows from operating activities |  |
Profit for the financial year | 791 | 673
Adjustments for: |  |
Amortisation of intangible assets | 323 | 306
Depreciation of tangible assets | 54 | 76
Interest paid | 109 | 146
Interest received | (8) | (6)
Taxation charge | 409 | 336
(Increase) in debtors | (809) | (566)
Increase in creditors | 2,383 | 507
Corporation tax (paid) | (260) | (142)
Net cash generated from operating activities | 2,992 | 1,330
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (12) | (21)
Purchase of tangible fixed assets | (39) | (13)
Sale of share in associates | 3 | -
Interest received | 8 | 6
Net cash from investing activities | (40) | (28)
Cash flows from financing activities |  |
Repayment of loans | (533) | (534)
Repayment of other loans | (1,564) | -
Repayment of finance leases | (11) | (13)
Interest paid | (101) | (146)
HP interest paid | (8) | -
Net cash used in financing activities | (2,217) | (693)
Net increase in cash and cash equivalents | 735 | 609
Cash and cash equivalents at beginning of year | 1,575 | 966
Cash and cash equivalents at the end of year | 2,310 | 1,575
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,310 | 1,575
| 2,310 | 1,575
Page 14
CONRAD GROUP HOLDINGS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  | At 1 October 2024 | Cash flows | At 30 September 2025
|  | £000 | £000 | £000
Cash at bank and in hand | 1,575 | 735 | 2,310
Debt due after 1 year | (7,656) | 2,051 | (5,605)
Debt due within 1 year | (633) | (222) | (855)
Finance leases | (74) | 11 | (63)
| (6,788) | 2,575 | (4,213)
The notes on pages 16 to 37 form part of these financial statements.
Page 15
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | General information
Conrad Group Holdings Limited is a private limited liability company registered in England and Wales, with its registered office address at 2nd Floor Connaught House 1-3 Mount Street, London, W1K 3NB and principal place of business at 1 Waterhouse Square, London, EC1N 2ST. The principal activity of the Group is that of a marketing agency. The Group's functional and presentational currency is £ Sterling. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires 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 Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of Group and its own subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Group reconstruction and merger accounting
Group reconstructions that meet the criteria of FRS 102 Section 19 are accounted for using the merger accounting method. The assets and liabilities of the combining entities are included at their existing carrying values, with no fair value adjustments recognised other than those necessary to achieve uniformity of accounting policies. Any difference arising on the reconstruction is recognised within equity in accordance with FRS 102. Page 16
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.4 | Associated undertakings
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
| 2.5 | Going concern
The directors have assessed the Group's ability to continue as a going concern for at least 12 months from the date of approval of these financial statements. In making this assessment, the directors have reviewed the Group's cash flow forecasts, considered available banking facilities and covenant compliance, and assessed the sensitivity of key assumptions to reasonably possible downside scenarios. The directors have also considered post year-end trading performance and the Group's ongoing working capital management. Based on this assessment, the directors consider it appropriate to prepare the financial statements on a going concern basis
| 2.6 | Turnover
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 and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Revenue from production 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 and materials, 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 are recoverable. Media sales are recognised when services are delivered. Page 17
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.7 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the acquisition of a business and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life which is 20 years. Development expenditure Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. 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: Development costs - 4 years
| 2.8 | 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 as as to write off the cost or valuation of assets less their residual values over their useful lives, and is provided for on the following basis:
|  |  |  | Motor vehicles | - | 3 years straight line
|  |  |  | Computer equipment | - | 3-4 years straight line
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. Page 18
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.9 | Valuation of investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The Group's share of profits less losses of associated undertakings is included in the Consolidated Statement of Comprehensive Income and the Group's share of their net assets is included in the Consolidated Statement of Financial Position.
| 2.10 | Impairment of fixed assets
At each reporting 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. 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) prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. Page 19
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.11 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.12 | Financial instruments
The Group 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. Basic financial assets Basic financial assets, which include trade and other receivables 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. Basic financial liabilities Basic financial liabilities, including trade and other payables, 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 payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Impairment of financial assets 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. The impairment loss is recognised in profit or loss. Equity instruments Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. Page 20
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.13 | Taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.14 | Employee benefits
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.
| 2.15 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.16 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 21
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.17 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
| 2.18 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.19 | Pensions
Defined contribution pension plan The main trading subsidiary contributes to defined contribution plans for its employees. A defined contribution plan is a pension plan under which the subsidiary pays fixed contributions into a separate entity. Once the contributions have been paid the subsidiary has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.20 | Debtors
Short term debtors are measured at the transaction price, less any impairment.
| 2.21 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 22
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
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. Critical judgements The following judgement (apart from those involving estimates) had the most significant effect on amounts recognised in the financial statements. Group 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. 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 13 for the carrying amount of the intangible assets. Company Impairment of investment in subsidiary undertaking The company assesses whether indicators of impairment exist in respect of its investment in subsidiary undertaking. Where indicators are identified, an impairment review is performed by comparing the carrying amount of the investment with its recoverable amount. Estimating recoverable amount requires management judgment regarding future trading performance, cash flow forecasts, growth assumptions and discount rates. Page 23
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Sales | 29,515 | 22,008
| Rendering of services | 7,355 | 6,742
|  | 36,870 | 28,750
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| United Kingdom | 31,991 | 28,486
| Rest of Europe | 290 | 63
| Rest of the world | 4,589 | 201
|  | 36,870 | 28,750
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Depreciation of tangible fixed assets | 54 | 76
| Amortisation of intangible fixed assets | 323 | 306
| Other operating lease rentals | - | 169
|  | 377 | 551
Page 24
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Fees Payable to the Group's auditor in respect of:
| Audit-related assurance services | 36 | 19
| Taxation compliance services | 3 | 3
|  | 39 | 22
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Wages and salaries | 3,583 | 3,441 | 150 | -
| Social security costs | 440 | 384 | 19 | -
| Cost of defined contribution scheme | 71 | 68 | - | -
|  | 4,094 | 3,893 | 169 | -
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Management | 7 | 8 | 3 | 3
|  | Administration | 6 | 6 | - | -
|  | Other | 62 | 57 | - | -
|  |  | 75 | 71 | 3 | 3
Page 25
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Directors' emoluments | 352 | 216
| The highest paid director received remuneration of £201,000 (2024 - £216,000).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,000 (2024 - £1,000).
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other interest receivable | 8 | 6
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Bank interest payable | 63 | 125
| Other loan interest payable | 15 | 18
| Finance leases and hire purchase contracts | 8 | -
| Other interest payable | 23 | 3
|  | 109 | 146
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Current tax on profits for the year | 409 | 343
| Adjustments in respect of previous periods | - | (7)
| Tax on profit | 409 | 336
Page 26
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard (2024 - standard) rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit on ordinary activities before tax | 1,200 | 1,009
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 300 | 252
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 72 | 72
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 38 | 12
| Difference between capital allowance and depreciation | 3 | 7
| Adjustments to tax charge in respect of prior periods | - | (7)
| Utilisation of tax losses | (4) | -
| Total tax charge for the year | 409 | 336
| Factors that may affect future tax charges
There were no other material factors that may affect future tax charges.
12. | Parent company profit for the year
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £79,000 (2024 - loss £38,000). Page 27
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
13. | Intangible assets
| Group
|  | Development expenditure | Computer software | Goodwill | Total
|  | £000 | £000 | £000 | £000
| Cost |  |  |  |
| At 1 October 2024 | 42 | 107 | 11,326 | 11,475
| Additions | - | 12 | - | 12
| At 30 September 2025 | 42 | 119 | 11,326 | 11,487
| Amortisation |  |  |  |
| At 1 October 2024 | 40 | 62 | 1,436 | 1,538
| Charge for the year on owned assets | - | 36 | 287 | 323
| At 30 September 2025 | 40 | 98 | 1,723 | 1,861
| Net book value |  |  |  |
| At 30 September 2025 | 2 | 21 | 9,603 | 9,626
| At 30 September 2024 | 2 | 45 | 9,891 | 9,938
Page 28
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
14. | Tangible fixed assets
| Group
|  | Motor vehicles | Computer equipment | Total
|  | £000 | £000 | £000
| Cost |  |  |
| At 1 October 2024 | 112 | 92 | 204
| Additions | - | 39 | 39
| At 30 September 2025 | 112 | 131 | 243
| Depreciation |  |  |
| At 1 October 2024 | 59 | 71 | 130
| Charge for the year on owned assets | 37 | 17 | 54
| At 30 September 2025 | 96 | 88 | 184
| Net book value |  |  |
| At 30 September 2025 | 16 | 43 | 59
| At 30 September 2024 | 53 | 21 | 74
Page 29
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 14.Tangible fixed assets (continued)
| Company
|  | Computer equipment
|  | £000
| Cost or valuation |
| Additions | 16
| At 30 September 2025 | 16
| Depreciation |
| Charge for the year on owned assets | 3
| At 30 September 2025 | 3
| Net book value |
| At 30 September 2025 | 13
Page 30
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
15. | Fixed asset investments
| Group
|  | Investments in associates
|  | £000
| Cost |
| At 1 October 2024 | 60
| Disposals | (3)
| At 30 September 2025 | 57
| Impairment |
| At 1 October 2024 | 44
| At 30 September 2025 | 44
| Net book value |
| At 30 September 2025 | 13
| At 30 September 2024 | 17
| Company
|  | Investments in subsidiary companies
|  | £000
| Cost |
| At 1 October 2024 | 23,000
| At 30 September 2025 | 23,000
| Net book value |
| At 30 September 2025 | 23,000
| At 30 September 2024 | 23,000
Page 31
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 15.Fixed asset investments (continued)
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the Company:
| Name | Class of shares | Holding
| Accord Marketing Limited | Ordinary | 100%
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Conrad Advertising Limited | Ordinary | 100%
| Artavia Advertising Limited | Ordinary | 100%
| MKH Advertising Limited | Ordinary | 100%
| Boyne Publicity Limited | Ordinary | 100%
| Senior King Communications Group Limited | Ordinary | 100%
| Accord Holdings Limited | Ordinary | 100%
| Travelads Limited | Ordinary | 100%
| Tourism Publishing Limited | Ordinary | 100%
| Ian Wyness Advertising Limited | Ordinary | 100%
| Conrad Advertising (North) Limited | Ordinary | 100%
| Michael K Howard (Milton Keynes) Limited | Ordinary | 100%
| Michael K Howard (Northampton) Limited | Ordinary | 100%
| Michael K Howard (Southern) Limited | Ordinary | 100%
| Michael K Howard (Thames Valley) Limited | Ordinary | 100%
| Netizen Digital Limited | Ordinary | 100%
| G&P Advertising Limited | Ordinary | 100%
| Gregory Mackenzie & Co Limited | Ordinary | 100%
| Media Options Limited | Ordinary | 100%
| Intrinsic Media Group Limited | Ordinary | 100%
| Senior King Limited | Ordinary | 100%
| Senior King Solutions Limited | Ordinary | 100%
| Accord Search Limited | Ordinary | 100%
| Netizen Limited | Ordinary | 100%
| Senior King Interactive Limited | Ordinary | 100%
| Senior King Print & Design Limited | Ordinary | 100%
| The MMA (UK) Limited | Ordinary | 100%
| All of the above companies have their registered office at 5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, United Kingdom, WD6 1JD. The principal activity of Accord Marketing Limited is that of a marketing agency.
Page 32
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 15.Fixed asset investments (continued)
| Associates
| The following were associates of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| TAN Media Limited | Aston House, Cornwall Avenue, London, N3 1LF | Advertising services | Ordinary | 29%
| Search Engine Rescue Limited | 1st Floor Healthaid House, Marlborough Hill, Harrow, Middlesex, HA1 1UD | IT consultancy services | Ordinary | 15%
16. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Trade debtors | 5,298 | 4,761 | - | -
| Other debtors | 404 | 201 | 8 | -
| Prepayments and accrued income | 179 | 110 | 7 | -
|  | 5,881 | 5,072 | 15 | -
Page 33
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
17. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Bank loans | 487 | 533 | - | -
| Trade creditors | 7,661 | 6,074 | 19 | -
| Amounts owed to group undertakings | - | - | 6,673 | 5,037
| Corporation tax | 533 | 383 | 3 | -
| Other taxation and social security | 543 | 678 | - | -
| Obligations under finance lease and hire purchase contracts | 63 | 11 | - | -
| Other creditors | 774 | 205 | - | 1
| Accruals and deferred income | 1,425 | 1,065 | 141 | 115
|  | 11,486 | 8,949 | 6,836 | 5,153
| The bank loans are secured by way of an unscheduled mortgage debenture incorporating a fixed and floating charge over the current and future assets of the Group. Amounts due to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
18. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Bank loans | 85 | 572 | - | -
| Other loans | 5,520 | 7,084 | 5,520 | 7,084
| Net obligations under finance leases and hire purchase contracts | - | 63 | - | -
|  | 5,605 | 7,719 | 5,520 | 7,084
The bank loans are secured by way of an unscheduled mortgage debenture incorporating a fixed and floating charge over the current and future assets of the Group. Page 34
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
19. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Amounts falling due within one year |  |  |  |
| Bank loans | 487 | 533 | - | -
| Amounts falling due 1-2 years |  |  |  |
| Bank loans | 85 | 487 | - | -
| Other loans | 5,520 | 7,084 | 5,520 | 7,084
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | - | 85 | - | -
|  | 6,092 | 8,189 | 5,520 | 7,084
20. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Within one year | 63 | 11
| Between 1-2 years | - | 63
|  | 63 | 74
21. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100,000 (2024 - 100,000) Ordinary shares of £0.001 each | 100 | 100
22. | Reserves
Profit and loss account This reserve represents the cumulative balance of retained profits and losses to the Statement of Financial Position date. Page 35
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
23. | Commitments under operating leases
| At 30 September 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Not later than 1 year | 12 | 120
| Later than 1 year and not later than 5 years | 1 | 10
|  | 13 | 130
24.Other financial commitments Accord Marketing Limited, a subsidiary undertaking, occupies serviced office space under a contractual arrangement. The provider retains the right to relocate the subsidiary to alternative premises during the arrangement, so the subsidiary does not have the right to control the use of an identified asset throughout the period of use. The arrangement therefore falls outside the definition of a lease under FRS 102 Section 20. The arrangement is cancellable by either party on 90 days' notice and does not extend beyond one year. At 30 September 2025, the Group had a financial commitment of £277,335 under this arrangement, representing amounts payable within the notice period.
25. | Related party transactions
| The Company has taken advantage of the exemption under FRS102 33.1A Related Party Disclosures not to disclose transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is a party to the transaction is wholly owned by a member of that group. During the period the following related party transactions were entered into by Accord Marketing Limited: D C Sitwell At 30 September 2025 £368,000 (2024: £100,000) was owed to D C Sitwell. The balance is unsecured, interest free, and repayable on demand. Steed Advertising Limited At 30 September 2025 £14,112 (2024: £14,112) was owed to Steed Advertising Limited, a company of which D C Sitwell is a shareholder. Interesting Investments Limited During the period, £180,000 (2024: £90,000) was paid by Accord Marketing Limited in respect of consultancy fees to Interesting Investments Limited, a company owned by D C Sitwell. Key management personnel During the year, remuneration totalling £1,023,000 (2024: £977,000) was paid to key management personnel.
Page 36
CONRAD GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
26. | Controlling party
The ultimate controlling party is D Sitwell, a director of the Company.
27. | Events after the reporting date
In March 2026, the Group acquired Acacia Avenue Limited. The acquisition forms part of the Group's ongoing strategy of growth through acquisition, as set out in the Group Strategic Report. Given the proximity of the acquisition to the date of approval of these financial statements, the directors do not consider it practicable to provide a reliable estimate of the financial effect at this stage.
Page 37