ACCOUNTS - Final Accounts preparation

Operating profit/(loss)

The operating profit/(loss) is stated after charging:

Year
ended

31 March

9 month period ended

31 March

Registered number: 14956827

SPRING TOPCO (SFL) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026


SPRING TOPCO (SFL) LIMITED

COMPANY INFORMATION

Directors	Kenneth Fowlie
	Yanlin Li
	Benjamin Marino
	Jose Pfeifer
	Louise Walker
	Pierre Khaitrine


Registered number	14956827


Registered office	Clockwise Yorkshire House
	Greek Street
	Leeds
	LS1 5SH


Independent auditor	Grant Thornton UK LLP
	Chartered Accountants & Statutory Auditor
	1st Floor
	One Valpy
	20 Valpy Street
	Reading
	RG1 1AR


SPRING TOPCO (SFL) LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 3
Directors' Report	4 - 6
Independent Auditor's Report	7 - 11
Consolidated Statement of Comprehensive Income	12
Consolidated Balance Sheet	13 - 14
Company Balance Sheet	15
Consolidated Statement of Changes in Equity	16 - 17
Company Statement of Changes in Equity	18 - 19
Consolidated Statement of Cash Flows	20 - 21
Notes to the Financial Statements	22 - 48


SPRING TOPCO (SFL) LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2026

Introduction

The directors present the Group Strategic Report for the year to 31 March 2026.

Principal activities

The principal activities of the group are the provision of family legal services across England and Wales; including divorce, financial and children related legal services.

Business review and key performance indicators (KPIs)

The directors present the Group Strategic Report for the year to 31 March 2026. The comparative period ended 31 March 2025 reflected a 9-month period inclusive of 6 months of trading. 2026 was a period of further investment, consolidation, and expansion for the business. The group remains the UK’s largest specialist family law practice whilst also entering into new partnership arrangements in Scotland and Australia.

The group ended the financial year up to 31 March 2026 with 109 (2025: 99) offices, and 267 (2025: 204) full time equivalent family lawyers.

The group’s data and research confirm that our clients value the opportunity to be supported within their communities by locally based specialist legal advisors. This validates our strategy of opening modest sized offices, close to where our target client base resides or work, staffed by local teams of family law specialists.

Our plan for next year is to continue to consolidate and grow, striving to support more families within the existing communities we serve while also serving more clients through new locations. We will also attract and develop more outstanding Stowe colleagues and continue to innovate in terms of service delivery.

Complementing our organic growth, the group has continued to make strategic acquisitions, adding Kee Solicitors, Unified Lawyers and the trade and assets of Hatton Family Law in the year (adding to the 4 acquisitions made in previous years). The group will continue to assess opportunities and build a pipeline of potential future partners.

From a trading perspective, net fee income of the underlying trading business for the 12 months to 31 March 2026 increased year on year to £57.9m (from £49.6m in 2025) by working on over 18,600 client files in the period (2025: 12,400).

The group’s continued expansion leveraged earlier investments in IT, case management, marketing and client care infrastructure. These investments are expected to continue to support the growth of revenue in 2026 and beyond.

The group continues to manage its working capital cycle very efficiently. The directors have reflected on quantum and timing of amounts payable relating to contingent consideration, these are anticipated to be funded via a combination of operating cashflow, existing facilities and external debt.

The directors remain satisfied that the underlying financial performance of the business remains strong, and the business is well placed to continue its strategy of striving to serve more families by supporting both new communities and delivering growth within existing communities.

Page 1


SPRING TOPCO (SFL) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

Principal risks and uncertainties

The principal risks and uncertainties within the group relate to the recoverability of amounts from clients and the carrying value of the investments and intangibles.

The principal risk arising from financial instruments within the group relates to the interest rates and ability to meet the repayment terms of the bank loans and preference shares issued by the group.

Future developments

New business enquiries and chargeable activity have sustainably increased over the last 12 months. The group has continued to demonstrate its resilience and agility, including being able to operate effectively through challenging economic and social conditions, with its flexible approach to attracting new clients, resourcing and its property footprint.

Our plans for the business remain to continue to expand the group through opening offices in new locations, by maximising growth opportunities in our existing locations and by continuing to look for opportunities to innovate and change for the better. We will continue to assess our pipeline of inorganic opportunities and look at these to accelerate and compliment the organic growth strategy. The directors will continue to evolve Stowe’s client and colleague propositions to ensure that we continue to position ourselves as a group that delivers the best legal advice and client care to each of our clients, while attracting, developing, and retaining outstanding people who are aligned to our aspirations and values. During the year the group made a significant investment in its technology infrastructure. This investment will continue next year. The directors believe that this will be an important feature in the group's ability to meet client and colleague expectations and support ongoing growth.

Directors' statement of compliance with duty to promote the success of the group

In accordance with section172(1) of the Companies Act 2006, the board acknowledges its duties and responsibilities to act, individually and collectively, in good faith, on behalf of the group in a way to promote the success of the group for the benefit of its key stakeholders. In doing so having regard, amongst other matters to:

∙the likely consequences of any decision in the long-term;

∙the interests of the company’s employees;

∙the need to foster the company’s business relationships with suppliers, customers, and others;

∙the impact of the company’s operations on the community and the environment;

∙the desirability of the company maintaining a reputation for high standards of business conduct; and

∙the need to act fairly as between members of the company.

The directors also take into account the views and interests of a wider set of stakeholders when making decisions. The directors regard to these matters is embedded in their decision-making process, through the group's business strategy, culture, governance framework, management information flows and stakeholder engagement process.

The board acknowledges that not every decision will necessarily result in a positive outcome for all stakeholders and that there is frequently a need to make difficult and complex decisions based on balancing any number of competing priorities. By considering the group's strategic priorities, purpose, values and cultures and ensuring a robust decision-making process is in place. It does however, aim to balance these different perspectives to promote the success of the group for the benefit of its key stakeholders.

The directors consider the likely consequences of any decision in the long-term. The group is bound by policies consistent with the organisation's culture in key areas including, but not limited to, supplier management, customer conduct, human resources and the environment.

Page 2


SPRING TOPCO (SFL) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

Directors' statement of compliance with duty to promote the success of the group (continued)

The board regularly receives information to enable them to consider the impact of the group's decision on its key stakeholders. This information can be in a variety of different formats, covering financial and operation performance, key transactions, KPIs, both financial and non-financial, and risk indicators.

The directors and management ensure the business is operated in a responsible manner with the aim of ensuring that the group maintains its reputation for high standards of business conduct, quality of both product and service, as well as good governance.

The board promotes a culture of upholding the highest standards of both business and regulatory conduct and standards. It ensures these core values are communicated to the group's employees and embedded in the group's policies and procedures, employee induction and training and its risk control framework.

The board also recognises that building strong and lasting relationships with all stakeholders will help deliver our strategy in line with our long term values, and furthermore operate a sustainable business. The directors endeavour to understand and appreciate the importance of fully understanding their duties and obligations under all relevant and current legislation.

This report was approved by the board and signed on its behalf.

Kenneth Fowlie

Director

Date: 29 July 2026

Page 3


SPRING TOPCO (SFL) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2026

The directors present their report and the financial statements for the year ended 31 March 2026.

Results and dividends

The loss for the year, after taxation, amounted to £12,525,918 (9 months to 31 March 2025: £6,724,813).

The directors did not recommend the payment of a dividend in the period (9 months to 31 March 2025: £Nil).

Directors

The directors who served during the year, and up to the date of signing this report, were:

Kenneth Fowlie

Yanlin Li

Benjamin Marino

Jose Pfeifer

Louise Walker

Pierre Khaitrine (appointed 10 April 2025)

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 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 and 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 UK 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 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 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.

Qualifying third party indemnity provisions

There are qualifying third party indemnity provisions in place.

Page 4

SPRING TOPCO (SFL) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

Financial risk management

The group’s operations expose it to a variety of other financial risks including credit risk, liquidity risk, market and interest risk and investment risk which the group seeks to limit the adverse effect of. The directors set risk management policies which are implemented by the group’s management team. The group’s policy is to finance working capital through retained earnings, and through borrowings where necessary, and to finance the acquisition of subsidiaries through borrowings at either fixed interest rates, prevailing market interest rates or via existing cash resources.

Engagement with suppliers, customers and others

The group, alongside its competitors, is exposed to fluctuation in certain purchased materials and manages this risk, so far as is possible, by having long term relationships with key suppliers that aim to bring a high degree of stability and certainty to material costs. Our strategy also prioritises client experience and to achieve this we need to develop and maintain strong client relationships, this is achieved through regular communication and meetings, reviews, targeted marketing and the sharing of knowledge in formats such as our podcast channel Stowe Talks.

Engagement with employees

The group has continued its practice of keeping employees informed of matters affecting them as employees and the financial and economic factors affecting the performance of the business. This is achieved through regular business updates with all employees and regular engagement surveys.

Disabled employees

Applications for employment by disabled people are given full and fair consideration for all vacancies in accordance with their particular aptitudes and abilities. In the event of employees becoming disabled, every effort is made to retrain where appropriate or make reasonable adjustments in the workplace in order that their employment with the group may continue.

Going concern

The group and company continues to meet its day to day working capital requirements through its own cash resources and the group has the additional benefit of a working capital facility with its bank to accommodate any unforeseen shifts in performance.

In this context the directors have considered the current macro economic uncertainties including the possibility of higher inflation, interest and tax rates, when preparing their going concern assessment. The directors have also considered the timing and quantum of the contingent considerations amounts expected to be payable within 12 months of the date of approval of these financial statements. These are anticipated by the directors to be funded via a combination of operating cashflow, existing committed facilities and new external debt as considered appropriate to the requirements of the group at the point the payments are due.

The group and company's forecasts and projections (for the period to 30 September 2027), taking into account reasonable changes in trading performance, show that the group and company should be able to operate within the level of its current resources and facilities.

This position gives the directors confidence that it is well placed to meet its interest payments on the external bank loans and continue to meet the associated covenants and navigate any further disruption in terms of the impact on trading results, its future order book, and most significantly, its committed and hard working Stowe team.

After making enquiries, the directors therefore have a reasonable expectation that the group and company have adequate resources to continue in operational existence for the foreseeable future, including at least twelve months from the date of approval of the financial statements.

Page 5

SPRING TOPCO (SFL) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

Greenhouse gas emissions, energy consumption and energy efficiency action

The group consumes electricity and gas for its own offices. Consumption figures have been computed from utility bills provided by energy suppliers. The energy consumption in kWh for the year ended 31 March 2026 is disclosed as follows:

Energy kWh

Electricity	18,252
Gas	4,332

The group takes its responsibility for energy consumption and climate control very seriously and continues to take steps to monitor and control usage with a commitment to the reduction of consumption.

The group runs a salary sacrifice electric car scheme in an effort to encourage positive behaviour amongst its employees with regards to climate change. Our employees have also formed a colleague group, Sustainable Stowe, with the goal of making it easier to be greener and supporting Stowe to be more sustainable.

Matters covered in the Group Strategic Report

The directors have chosen in accordance with section 414C(11) of the Companies Act 2006 to include in the Group Strategic Report matters otherwise required to be disclosed in the Directors' Report as the directors consider these are of strategic importance to the group.

Subsequent events

There have been no significant events affecting the company since the reporting date.

Disclosure of information to auditor

The directors confirm that:

∙so far as each director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

Auditor

The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Kenneth Fowlie

Director

Date: 29 July 2026

Page 6

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPRING TOPCO (SFL) LIMITED

Opinion

We have audited the financial statements of Spring Topco (SFL) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and company Balance Sheets, the Consolidated and company Statement of Changes in Equity, the Consolidated 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).

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 31 March 2026 and of the group's loss for the year then ended;

∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙the financial statements 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 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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

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 interest rates and ongoing global conflicts, 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.

Page 7

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPRING TOPCO (SFL) LIMITED (CONTINUED)

Conclusions relating to going concern (continued)

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

The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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 themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 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.

Page 8

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPRING TOPCO (SFL) LIMITED (CONTINUED)

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 Group Strategic Report or the Directors' Report.

Matters on which we are required to report by exception

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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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.

Page 9

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPRING TOPCO (SFL) LIMITED (CONTINUED)

Auditor's 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 Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. 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 the parent company and determined that the most significant are those that relate to the reporting frameworks (Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006) and the relevant tax compliance regulations in the jurisdictions in which the group and the parent company operate together with the regulations under which a subsidiary of the group operates as a firm of solicitors;

∙We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with those charged with governance, and from inspection of legal and regulatory correspondence. We discussed the policies and procedures regarding compliance with laws and regulations with those charged with governance;

∙We assessed the susceptibility of the group and the parent company’s financial statements to material misstatement, including how fraud might occur, by evaluating management’s incentives and opportunities of manipulation of the financial statements. We determined the principal risks were in relation to:

−Journal entries posted by senior finance personnel;

−Potential management bias in determining accounting estimates especially in relation to the valuation of stock; and

−Transactions with related parties.

∙Audit procedures performed by the engagement team included:

−Evaluation of the controls established to address the risks related to irregularities and fraud;

−Testing manual journal entries, in particular journal entries relating to management estimates and entries determined to be large or relating to unusual transactions;

−Identifying and testing related party transactions.

Page 10

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPRING TOPCO (SFL) LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements (continued)

∙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 engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team including the 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 and knowledge of the industry in which the group and the parent company operate;

∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Andrew Wood BA ACA

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Reading

29 July 2026

Page 11


SPRING TOPCO (SFL) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2026

	Year ended 31 March	9 month period ended 31 March
	2026	2025
Note	£	£


Turnover	4	57,912,055	25,591,967
Staff costs	7	(29,460,435)	(12,830,478)
Depreciation and software amortisation	12,13	(538,579)	(167,953)
Goodwill amortisation	12	(10,060,320)	(4,588,348)
Other operating expenses		(16,545,231)	(8,309,935)
Operating profit/(loss)	5	1,307,490	(304,747)
Interest receivable and similar income	9	421,955	222,399
Interest payable and similar expenses	10	(12,494,736)	(5,808,671)
Loss before taxation		(10,765,291)	(5,891,019)
Tax on loss	11	(1,760,627)	(833,794)
Loss for the financial year/period		(12,525,918)	(6,724,813)

Other comprehensive income
Foreign exchange movement	65,443	-
Total comprehensive income for the year	(12,460,475)	(6,724,813)

Loss for the year/period attributable to:
Owners of the parent company		(12,525,918)	(6,724,813)

There were no recognised gains and losses for 2026 or 2025 other than those included in the Consolidated Statement of Comprehensive Income.

The notes on pages 22 to 48 form part of these financial statements.

Page 12


SPRING TOPCO (SFL) LIMITED REGISTERED NUMBER:14956827

CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2026

		2026		2025
Note		£		£

Fixed assets
Intangible assets	12		112,090,247		88,776,446
Tangible assets	13		480,447		234,743
			112,570,694		89,011,189
Current assets
Debtors: amounts falling due within one year	15	12,743,614		7,399,849
Cash at bank and in hand		4,612,370		4,922,521
		17,355,984		12,322,370
Creditors: amounts falling due within one year	16	(7,333,969)		(6,290,794)
Net current assets			10,022,015		6,031,576
Total assets less current liabilities			122,592,709		95,042,765
Creditors: amounts falling due after more than one year	17		(139,469,900)		(100,562,968)
Provisions for liabilities
Deferred tax	19		(956,747)		(119,260)
Net liabilities			(17,833,938)		(5,639,463)

Capital and reserves
Called up share capital	21	9,486	9,511
Share premium account	22	941,589	941,589
Capital redemption reserve	22	25	-
Share based payment reserve	22	402,750	134,250
Profit and loss account	22	(19,187,788)	(6,724,813)
Total equity		(17,833,938)	(5,639,463)

Page 13


SPRING TOPCO (SFL) LIMITED REGISTERED NUMBER:14956827

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 MARCH 2026

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Kenneth Fowlie

Director

Date: 29 July 2026

The notes on pages 22 to 48 form part of these financial statements.

Page 14


SPRING TOPCO (SFL) LIMITED REGISTERED NUMBER:14956827

COMPANY BALANCE SHEET

AS AT 31 MARCH 2026

		2026		2025
Note		£		£

Fixed assets
Fixed asset investments	14		69,621,931		69,621,931
Current assets
Cash at bank and in hand		7,500		10,000
Creditors: amounts falling due within one year	16	(8,135)		-
Net current (liabilities)/assets			(635)		10,000
Total assets less current liabilities			69,621,296		69,631,931

Creditors: amounts falling due after more than one year	17		(81,536,611)		(72,801,681)

Net liabilities			(11,915,315)		(3,169,750)

Capital and reserves
Called up share capital	21	9,486	9,511
Share premium account	22	941,589	941,589
Capital redemption reserve	22	25	-
Profit and loss account	22	(12,866,415)	(4,120,850)
Total equity		(11,915,315)	(3,169,750)

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 £8,743,065 (9 month period ended 31 March 2025: £4,120,850).

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Kenneth Fowlie

Director

Date: 29 July 2026

The notes on pages 22 to 48 form part of these financial statements.

Page 15

		SPRING TOPCO (SFL) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2026

	Called up share capital	Share premium account	Capital redemption reserve	Share based payment reserve	Profit and loss account	Equity attributable to owners of parent company	Total equity
	£	£	£	£	£	£	£
At 1 April 2025	9,511	941,589	-	134,250	(6,724,813)	(5,639,463)	(5,639,463)
Comprehensive loss for the year
Loss for the year	-	-	-	-	(12,525,918)	(12,525,918)	(12,525,918)
Foreign exchange movement	-	-	-	-	65,443	65,443	65,443
Total comprehensive loss for the year	-	-	-	-	(12,460,475)	(12,460,475)	(12,460,475)
Contributions by and distributions to owners
Share buyback and cancellation	(25)	-	25	-	(2,500)	(2,500)	(2,500)
Share based payment	-	-	-	268,500	-	268,500	268,500
Total transactions with owners	(25)	-	25	268,500	(2,500)	266,000	266,000
At 31 March 2026	9,486	941,589	25	402,750	(19,187,788)	(17,833,938)	(17,833,938)

The notes on pages 22 to 48 form part of these financial statements.

Page 16

		SPRING TOPCO (SFL) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Share based payment reserve	Profit and loss account	Equity attributable to owners of parent company	Total equity
	£	£	£	£	£	£
At 1 July 2024	1	-	-	-	1	1
Comprehensive loss for the period
Loss for the period	-	-	-	(6,724,813)	(6,724,813)	(6,724,813)
Total comprehensive loss for the period	-	-	-	(6,724,813)	(6,724,813)	(6,724,813)
Contributions by and distributions to owners
Shares issued during the period	9,510	941,589	-	-	951,099	951,099
Share based payment	-	-	134,250	-	134,250	134,250
Total transactions with owners	9,510	941,589	134,250	-	1,085,349	1,085,349
At 31 March 2025	9,511	941,589	134,250	(6,724,813)	(5,639,463)	(5,639,463)

The notes on pages 22 to 48 form part of these financial statements.

Page 17

		SPRING TOPCO (SFL) LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2026

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 April 2025	9,511	941,589	-	(4,120,850)	(3,169,750)
Comprehensive loss for the year
Loss for the year	-	-	-	(8,743,065)	(8,743,065)
Total comprehensive loss for the year	-	-	-	(8,743,065)	(8,743,065)
Contributions by and distributions to owners
Share buyback and cancellation	(25)	-	25	(2,500)	(2,500)
Total transactions with owners	(25)	-	25	(2,500)	(2,500)
At 31 March 2026	9,486	941,589	25	(12,866,415)	(11,915,315)

The notes on pages 22 to 48 form part of these financial statements.

Page 18

		SPRING TOPCO (SFL) LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 July 2024	1	-	-	1
Comprehensive loss for the period
Loss for the period	-	-	(4,120,850)	(4,120,850)
Total comprehensive loss for the period	-	-	(4,120,850)	(4,120,850)
Contributions by and distributions to owners
Shares issued during the period	9,510	941,589	-	951,099
Total transactions with owners	9,510	941,589	-	951,099
At 31 March 2025	9,511	941,589	(4,120,850)	(3,169,750)

The notes on pages 22 to 48 form part of these financial statements.

Page 19


SPRING TOPCO (SFL) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2026

			Year ended 31 March 2026	9 month period ended 31 March 2025
			£	£

Cash flows from operating activities
Loss for the financial year	(12,525,918)	(6,724,813)
Adjustments for:
Amortisation of intangible assets	10,452,547	4,632,368
Depreciation of tangible assets	146,352	123,933
Interest payable	12,494,736	5,808,671
Interest receivable	(421,955)	(222,399)
Taxation charge	1,760,627	833,794
Increase in debtors	(1,675,593)	(116,825)
Decrease in creditors	(819,105)	(673,485)
Corporation tax paid	(2,255,895)	(1,560,615)
Share based payment charge	268,500	134,250
Net cash generated from operating activities	7,424,296	2,234,879

Cash flows from investing activities
Purchase of intangible fixed assets	(3,897,224)	(751,093)
Purchase of tangible fixed assets	(336,637)	(90,661)
Purchase of subsidiaries (net of cash acquired)	(16,809,770)	(56,361,175)
Interest received	421,955	222,399
Net cash from investing activities	(20,621,676)	(56,980,530)

Page 20


SPRING TOPCO (SFL) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

		Year ended 31 March 2026	9 month period ended 31 March 2025
		£	£


Cash flows from financing activities
Issue of ordinary share capital	-	845,331
Interest paid	(3,403,679)	(1,515,612)
Repurchase of shares	(2,500)	-
Issue of preference shares	-	65,715,535
Loans repaid	(158,467)	(32,966,161)
New loans raised	16,451,875	27,589,078
Net cash used in financing activities	12,887,229	59,668,171
Net (decrease)/increase in cash and cash equivalents	(310,151)	4,922,520
Cash and cash equivalents at beginning of year	4,922,521	1
Cash and cash equivalents at the end of year	4,612,370	4,922,521

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,612,370	4,922,521

The notes on pages 22 to 48 form part of these financial statements.

Page 21


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

1.	General information

Spring Topco (SFL) Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 14956827, and its registered head office is located at Clockwise Yorkshire House, Greek Street, Leeds, LS1 5SH.

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 judgement 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

Financial Reporting Standard 102 - reduced disclosure exemptions – company only

The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

2.3

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 22


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.4

Going concern

2.5

Foreign currency translation

Functional and presentation currency

The group and company’s functional and presentation currency is GBP and all values are rounded to the nearest pound (£) except when otherwise stated.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 23


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.5

Foreign currency translation (continued)

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.7

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.

2.8

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the group in independently administered funds.

2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 24


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.12

Share-based payments

Cash-settled share options are measured at fair value at the balance sheet date. The group recognises a liability at the balance sheet date based on the fair value, taking into account the estimated number of options that will actually vest and the current proportion of the vesting period that has lapsed. Changes in the fair value of this liability are recognised in the income statement.

2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.

2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company 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 balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙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 balance sheet date.

Page 25


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)


	2.15	Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination 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.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Software is amortised on a straight line basis over 3 years.

Goodwill generated from the acquisition of the Stowe Family Law Holdings Limited group, UL Group Holdings Pty Limited and Kee Solicitors Limited is amortised on a straight line basis over 10 years. Goodwill generated from other acquisitions is amortised on a straight line basis over 1 year.

2.16

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

				Long-term leasehold property	-	Over the lease term
				Office fixtures, fittings and equipment	-	Over the lease term and 33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 26


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.18

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.

2.19

Financial instruments

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 27


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

2.19

Financial instruments (continued)

Financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

2.20

Employee benefits

Short-term employee benefits and contribution plans are recognised as an expense in the period in which they are incurred.

Page 28


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.

Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:

Judgements

In the process of preparing the financial statements, no significant judgements were applied.

Estimates

Goodwill (see note 12)

Goodwill and intangible assets on business combinations. The group established a reliable estimate of the useful life of goodwill and intangible assets arising on business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses. Determining whether goodwill and intangible assets are impaired requires an estimation of the recoverable value, which represents the higher fair value and the value in use, of the relevant cash generating unit. Management has not identified any indicators of impairment to goodwill and intangible assets.

Acquisition accounting (see note 23)

A number of judgements and estimates are necessary in establishing the opening net asset position, obligations in place at acquisition, fair value adjustments and the value of intangible assets in respect of businesses acquired. For the value of intangible assets these include estimates of future revenue, growth rates, customer retention rates, discount rates together with the period of amortisation for separable intangibles. If there were to be a change in these estimates in future periods it may indicate that there is an impairment of the underlying intangibles. No other intangible assets meeting the criteria in Financial Reporting Standard 102 section 18.8 have been identified in relation to the acquisition made in the year.

Contingent consideration (see note 23)

A number of judgements and estimates are necessary in establishing the value of contingent consideration payable following an acquisition. This estimate is based on a variety of factors such as thresholds to be met, current trading of acquired entity and expected future performance. Determining whether the value is payable requires management judgement on all three elements.

Page 29


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

Turnover

Analysis of turnover by country of destination:

					Year ended 31 March	9 month period ended 31 March
					2026	2025
					£	£

United Kingdom	55,016,452	25,591,967
Australia	2,895,603	-
	57,912,055	25,591,967

All turnover is attributable to the provision of family law advice and closely related services.

Amortisation of goodwill	10,060,320	4,588,348
Amortisation of software	392,227	44,020
Depreciation of tangible fixed assets	146,352	123,933
Operating leases - property	1,783,347	1,085,236
Operating leases - equipment	32,542	31,191

Page 30


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

Fees payable to the group's auditor for the audit of the group's annual financial statements	91,500	86,500
Fees payable to the group's auditor in respect of:
Taxation compliance services	70,000	60,000
Other services relating to taxation	162,887	44,500
Accounting services	32,579	22,100
Corporate finance and transaction related services	137,552	-

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group Year ended	Group 9 month period ended 31 March
		2026	2025
		£	£


Wages and salaries	24,777,351	11,130,806
Social security costs	3,158,995	1,074,415
Cost of defined contribution scheme	1,255,589	491,007
Share based payment scheme costs	268,500	134,250
	29,460,435	12,830,478

The share based payment scheme costs above have been calculated based on the number of shares expected to be granted to fund the ultimate cash settlement and the estimated fair value of these shares at the date they are expected to vest. The expected final vesting date is 30 September 2029.

Page 31


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

7.Employees (continued)

The average monthly number of employees, including the directors, during the year was as follows:

	Group Year ended 31 March	Group 9 month period ended 31 March
	2026	2025
	No.	No.

Fee earners	237	221
General and administrative	186	168

	423	389

The company has no employees other than the directors, who did not receive any remuneration (9 month period ended 31 March 2025: £Nil).

Directors' emoluments	418,978	206,823
Group contributions to defined contribution pension schemes	18,000	8,750
	436,978	215,573

	During the year retirement benefits were accruing to 1 director (9 month period ended 31 March 2025: 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £237,489 (9 month period ended 31 March 2025: £118,643).
	The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £Nil (9 month period ended 31 March 2025: £Nil).

Page 32


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

Other interest receivable

421,955

222,399

Bank interest payable	3,403,679	1,515,612
Amortisation of issue costs	356,127	172,209
Interest on preference shares	8,734,930	4,120,850
	12,494,736	5,808,671

The interest rates and repayment terms for the borrowings are disclosed in note 17.

Page 33


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

Corporation tax
Current tax on profits for the year/period	1,269,804	737,380
Adjustments in respect of previous periods	(352,392)	-
Group relief	5,728	-
Total current tax	923,140	737,380

Deferred tax
Origination and reversal of timing differences	837,415	96,414
Adjustments in respect of prior periods	72	-
Total deferred tax	837,487	96,414


	Tax on loss	1,760,627	833,794

Page 34


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

11.Taxation (continued)

Loss on ordinary activities before tax

(10,765,291)

(5,891,019)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%)	(2,691,323)	(1,472,755)
Effects of:
Expenses not deductible for tax purposes	91,232	129,249
Amortisation of goodwill	2,515,081	1,147,087
Adjustments in respect of prior periods	(352,392)	-
Adjustments in respect of prior periods (deferred tax)	72	-
Movement in deferred tax not recognised	14,225	-
Preference share dividends	2,183,732	1,030,213
Total tax charge for the year/period	1,760,627	833,794

Factors that may affect future tax charges

Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the balance sheet date.

Page 35


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

12.	Intangible assets
	Group

	Software	Goodwill	Total
	£	£	£
Cost
At 1 April 2025	901,770	92,507,044	93,408,814
Additions	3,897,224	-	3,897,224
On acquisition of subsidiaries	-	29,869,124	29,869,124
At 31 March 2026	4,798,994	122,376,168	127,175,162
Amortisation
At 1 April 2025	44,020	4,588,348	4,632,368
Charge for the period	392,227	10,060,320	10,452,547
At 31 March 2026	436,247	14,648,668	15,084,915
Net book value
At 31 March 2026	4,362,747	107,727,500	112,090,247
At 31 March 2025	857,750	87,918,696	88,776,446

The goodwill arising on acquisition is attributable to the acquired customer base and operational infrastructure of Kee Solicitors and Unified Lawyers. The goodwill is being amortised over its useful economic life of 10 years. In arriving at this period the directors have considered both the sector treatment and the strong growth potential.

Amortisation on intangible assets is shown separately on the face of the Consolidated Statement of Comprehensive Income.

Page 36


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

13.	Tangible fixed assets
	Group

	Long-term leasehold property	Office fixtures, fittings and equipment	Total
	£	£	£
Cost
At 1 April 2025	18,804	339,872	358,676
Additions	-	336,637	336,637
On acquisition of subsidiaries	-	55,419	55,419
At 31 March 2026	18,804	731,928	750,732
Depreciation
At 1 April 2025	-	123,933	123,933
Charge for the period	2,427	143,925	146,352
At 31 March 2026	2,427	267,858	270,285
Net book value
At 31 March 2026	16,377	464,070	480,447
At 31 March 2025	18,804	215,939	234,743

Page 37


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 April 2025	69,621,931
	At 31 March 2026	69,621,931

	Net book value
	At 31 March 2026	69,621,931
	At 31 March 2025	69,621,931

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Class of shares	Holding

Spring Holdco (SFL) Limited	1	Ordinary	100%
Spring Midco (SFL) Limited*	1	Ordinary	100%
Stowe Family Law Holdings Limited*	1	Ordinary	100%
Stowe Family Law Finance Limited*	1	Ordinary	100%
Stowe Family Law Property Limited*	1	Ordinary	100%
Stowe Family Law Services Limited*	1	Ordinary	100%
Stowe Family Law LLP*	1	Ordinary	100%
Stowe Support Services LLP*	1	Ordinary	100%
Hawkins Family Law Limited*	1	Ordinary	100%
Stowe Family Law Scotland Limited*	2	See below	0%
Kee Solicitors Ltd*	2	See below	0%
UL Group Holdings Pty Limited*	3	Ordinary	100%
Unified Lawyers Pty Ltd*	3	Ordinary	100%

* - Indirect subsidiary

1 - Clockwise, Yorkshire House, Greek Street, Leeds, England, LS1 5SH.

2 - 146 West Regent Street, Glasgow, United Kingdom, G2 2RQ.

3 - Level 5/299 Elizabeth St, Sydney NSW 2000, Australia.

On November 25th 2025 the company of Kee Solicitors was acquired by Stowe Family Law Scotland. Stowe Family Law LLP has 0% shareholding in Stowe Family Law Scotland but is a subsidiary of the group via control by virtue of a governance agreement and a corporate membership agreement.

Page 38


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

14.	Fixed asset investments (continued)

Subsidiary undertakings (continued)

The below subsidiaries have taken exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary undertakings. The company has given a guarantee for all outstanding liabilities to which the entities are subject to at the reporting date.

	Name	Registration number

	Spring Midco (SFL) Limited	14962094
	Stowe Family Law Holdings Limited	10527864
	Stowe Family Law Finance Limited	10527978
	Stowe Family Law Services Limited	07176297
	Hawkins Family Law Limited	07166533
	Stowe Family Law Scotland Limited	SC860884
	Kee Solicitors Limited	SC610551

Stowe Support Services LLP and Stowe Family Law Property Limited were also exempt from audit as these entities were dormant for the year ended 31 March 2026.

15.	Debtors: Amounts falling due within one year

		Group	Group
		2026	2025
		£	£


Trade debtors	2,569,599	1,276,370
Prepayments and accrued income	2,580,837	1,934,082
Amounts recoverable on contracts	4,204,265	2,387,977
Tax recoverable	3,388,913	1,801,420
	12,743,614	7,399,849

An impairment loss of £1,162,620 (2025: £567,449) was recognised against trade debtors.

Page 39


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Bank loans	217,753	-	-	-
Trade creditors	1,865,989	2,016,292	-	-
Amounts owed to group undertakings	-	-	8,135	-
Other taxation and social security	1,654,170	1,226,488	-	-
Corporation tax	254,738	-	-	-
Accruals and deferred income	3,073,304	3,048,014	-	-
Deferred consideration	268,015	-	-	-
	7,333,969	6,290,794	8,135	-

Amounts owed to group undertakings are non-interest bearing, unsecured and repayable on demand.

17.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Bank loans	44,569,289	27,761,287	-	-
Preference shares	68,680,831	68,680,831	68,680,831	68,680,831
Accrued interest on preference shares	12,855,780	4,120,850	12,855,780	4,120,850
Deferred consideration	13,364,000	-	-	-
	139,469,900	100,562,968	81,536,611	72,801,681

A further £16.85m bank loan was issued during the year, there was no change to the terms of the loan.

Interest is charged on the bank loan on a margin schedule reflective of gearing levels measured quarterly, plus Sterling Overnight Average ("SONIA").

The bank loan is repayable in full in September 2031.

The bank loan is secured on all the assets of Spring Midco (SFL) Limited and its subsidiaries.

Page 40


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

18.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2026	2025
		£	£

Amounts falling due within one year
Bank loans	217,753	-
Amounts falling due after more than 5 years
Bank loans	44,569,289	27,761,287
	44,787,042	27,761,287

The amount of £44,787,042 (2025: £27,761,287) shown above is net of issue costs of £2,280,711 (2025: £2,238,713). These costs are being amortised over the period to September 2031 in line with the interest payable.

19.	Deferred taxation
	Group

	2026	2025
	£	£

At beginning of year/period	(119,260)	-
Charged to profit or loss	(837,487)	(96,414)
Acquired with subsidiaries	-	(22,846)
At end of year/period	(956,747)	(119,260)


		2026	2025
		£	£

Fixed asset timing differences	(1,078,077)	(173,464)
Other timing differences	121,330	54,204
	(956,747)	(119,260)

The company has no deferred tax at 31 March 2026 or 31 March 2025.

Page 41


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

20.	Analysis of net debt

		At 1 April 2025	Cash flows	Acquired with subsidiary	Other non-cash changes	At 31 March 2026
		£	£	£	£	£

Cash at bank and in hand	4,922,521	(310,151)	-	-	4,612,370
Bank debt - due within one year	-	158,467	(376,220)	-	(217,753)
Bank debt - due after one year	(27,761,287)	(16,451,875)	-	(356,127)	(44,569,289)
Preference shares	(72,801,681)	-	-	(8,734,930)	(81,536,611)
	(95,640,447)	(16,603,559)	(376,220)	(9,091,057)	(121,711,283)

Allotted, called up and fully paid
758,386 (2025: 758,386) A Ordinary shares of £0.01 each	7,584	7,584
61,614 (2025: 61,614) B Ordinary shares of £0.01 each	616	616
128,600 (2025: 131,100) C Ordinary shares of £0.01 each	1,286	1,311
	9,486	9,511

	2026	2025
	£	£
Shares classified as debt

Allotted, called up and fully paid
63,520,180 (2025: 63,520,180) A Preference shares of £0.01 each	635,202	635,202
5,160,651 (2025: 5,160,651) B Preference shares of £0.01 each	51,607	51,607
	686,809	686,809

During the year 2,500 C Ordinary shares of £0.01 each were purchased by the company under s692(1ZA) of the Companies Act 2006 for a total consideration of £2,500.

Page 42


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

22.

Reserves

The company's capital and reserves are as follows:

Share premium account

Includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital redemption reserve

A non-distributable reserve, following the redemption or purchase of the company’s own shares.

Share based payment reserve

Reflects the value of equity instruments granted to employees or other parties as part of their compensation.

Profit and loss account

Includes all current and prior periods retained profits and losses.

Page 43


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

23.	Business combinations

On 1 January 2026 Stowe Family Law Services Limited acquired 100% of the share capital of UL Group Holdings Pty Limited for a total consideration of £29.6m.

Acquisition of UL Group Holdings Pty Limited
Recognised amounts of identifiable assets acquired and liabilities assumed
	Book value	Fair value adjustments	Fair value
	£	£	£

Fixed Assets
Tangible	51,637	-	51,637
	51,637	-	51,637
Current Assets
Debtors	1,519,329	-	1,519,329
Cash at bank and in hand	840,120	-	840,120
Total Assets	2,411,086	-	2,411,086
Creditors
Due within one year	(688,922)	-	(688,922)
Total Identifiable net assets	1,722,164	-	1,722,164


	Goodwill	27,839,237
	Total purchase consideration	29,561,401

	Consideration
					£


	Cash	15,329,120
	Deferred consideration	218,129
	Contingent consideration	13,125,000
	Directly attributable costs	889,152
	Total purchase consideration	29,561,401

The contingent consideration is payable based on the result of the acquired entities for the 12m period to 31 December 2026.

On acquisition the level of deferred consideration expected to be paid under this arrangement was £13,125,000. The directors have reassessed the expected levels to be paid as at 31 March 2026 and have concluded that no change to the above amount is required.

Page 44


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

23.Business combinations (continued)

	Cash outflow on acquisition
					£


	Purchase consideration settled in cash, as above	15,329,120
	Directly attributable costs	889,152
		16,218,272
	Less: Cash and cash equivalents acquired	(840,120)
	Net cash outflow on acquisition	15,378,152

	The results of UL Group Holdings Pty Limited since acquisition are as follows:
				Current period since acquisition
				£

	Turnover	2,781,286
	Operating profit	1,180,070

Page 45


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

23.Business combinations (continued)

On 25 November 2025 the company of Kee Solicitors was acquired by Stowe Family Law Scotland via control of Stowe Family Law LLP for a total consideration of £1.8m settled in cash.

Acquisition of Kee Solicitors Limited
Recognised amounts of identifiable assets acquired and liabilities assumed
	Book value	Fair value adjustments	Fair value
	£	£	£

Fixed Assets
Tangible	3,782	-	3,782
	3,782	-	3,782
Current Assets
Debtors	495,906	-	495,906
Total Assets	499,688	-	499,688
Creditors
Due within one year	(205,570)	-	(205,570)
Bank overdraft	(9,591)	-	(9,591)
Borrowings	(376,220)	-	(376,220)
Total Identifiable net liabilities	(91,693)	-	(91,693)


	Goodwill	1,868,980
	Total purchase consideration	1,777,287

	Consideration
					£


	Cash	1,026,196
	Deferred consideration	9,152
	Contingent consideration	507,015
	Directly attributable costs	234,924
	Total purchase consideration	1,777,287

Page 46


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

23.Business combinations (continued)

The contingent consideration is payable based on the result of the acquired entities for the 12m period to 30 November 2026.

On acquisition the level of deferred consideration expected to be paid under this arrangement was £507,105. The directors have reassessed the expected levels to be paid as at 31 March 2026 and have concluded that no change to the above amount is required.

	Cash outflow on acquisition
					£


	Purchase consideration settled in cash, as above	1,026,196
	Directly attributable costs	234,924
		1,261,120
	Less: Cash and cash equivalents acquired	9,591
	Net cash outflow on acquisition	1,270,711

	The results of Kee Solicitors Limited since acquisition are as follows:
				Current period since acquisition
				£

	Turnover	537,392
	Operating loss	(38,620)

24.	Retirement benefit schemes

A stakeholder 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 pension cost charge represents contributions payable by the group to the fund and amounted to £1,255,589 (9 month period ended 31 March 2025: £491,007). At the year end there was an amount of £222,445 (9 month period ended 31 March 2025: £161,730) due to be paid and which is included within accruals.

Page 47


SPRING TOPCO (SFL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

25.	Commitments under operating leases
	At the reporting date the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2026	2025
		£	£

Within one year	1,850,878	1,116,427
Between two and five years	488,287	180,204
	2,339,165	1,296,631

The company has no operating leases 31 March 2026 or 31 March 2025.

26.

Related party transactions

The company has taken advantage of the exemption allowed under Section 33.1a of FRS 102 'Related party disclosure' not to disclose transactions with other members that are wholly owned within the group.

During the year the group were charged management fees of £250,000 (9 month period ended 31 March 2025: £130,308) to Investcorp Securities Limited. At 31 March 2026 there was a creditor of £62,500 (2025: £62,500).

During the year loan notes with a value of £Nil (9 month period ended 31 March 2025: £3,071,065) were issued by the group to certain former shareholders of Stowe Family Law Holdings Limited. These loan notes were exchanged for shares in Spring Topco (SFL) Limited during the period.

The directors are considered the Key Management Personnel of the group. The total amounts paid in respect of Key Management Personnel for the year ended 31 March 2026 was £1,526,441 (9 month period ended 31 March 2025: £613,287).

27.	Subsequent events

There have been no significant events affecting the group since the reporting date.

28.	Controlling party

At the balance sheet date the directors consider that Spring InvestCo Limited, a company incorporated and registered in England and Wales, is the intermediate parent company by virtue of their shareholding in Spring Topco (SFL) Limited.

At the balance sheet date the directors consider that Investcorp Holdings B.S.C. a company incorporated and registered in the Kingdom of Bahrain, is the ultimate parent company.

The largest group for which consolidated financial statements are prepared is that headed by Spring Topco (SFL) Limited.

Page 48