Company registration number SC410298 (Scotland)
WITHERBY INVESTMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
WITHERBY INVESTMENTS LIMITED
COMPANY INFORMATION
Directors
I G Macneil
K Heathcote
J Machtelinckx
D C W Balston
D L Tait
G Macrosson
(Appointed 19 June 2025)
D R Weir
(Appointed 19 June 2025)
J Reid
(Appointed 1 April 2026)
Secretary
MFMAC Secretaries Limited
Company number
SC410298
Registered office
27 Stafford Street
Edinburgh
United Kingdom
EH3 7BJ
Auditor
Azets Audit Services
Quay 2
139 Fountainbridge
Edinburgh
EH3 9QG
WITHERBY INVESTMENTS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
WITHERBY INVESTMENTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 1 -

The directors present the strategic report for the year ended 31 May 2025.

The principal activity of the group is that of publishing of operational guidance and technical standards for the shipping industry. In circumstances where guidance is not already published on behalf of a client industry trade association, this work is often developed in-house using subject matter experts or in conjunction with the most appropriate industry or national / international body or organisation. New relationships were established with a further 3 trade organisations across the last year.

Review of the business

The business grew its sales revenue by 37% over the last year, increasing turnover from £14.6M to £20.3M.

The number of ships using the ‘Witherby Connect’ eBook platform is >40,000, which is regarded as representing the internationally trading SOLAS fleet.

Witherbys continues to nurture its key client base of industry bodies.

Substantial reorganisation of Senior Management took place across June 2025 and continued into October 2025, with a 10% increase in staff numbers this year and key new positions created, including: Director of Technical Publishing, Director of Digital Projects and Head of Navigation, to build on the company's growth.

The group continues to actively look both for acquisition options and organic growth, optimizing the resources at its main office base in Livingston, Scotland while also looking to ramp-up development utilising their India partner office in Gurgaon, Delhi.

In support of these activities, a joint venture opportunity was assessed with a provider of CBT in Sep 2025. However, we felt there were insufficient benefits to such a move and so we have decided to pursue the project utilising existing and new internally owned resources.

During the year the group identified a historical employment tax matter which resulted in the recognition of additional liabilities and the restatement of comparative information. The directors had previously sought professional advice in relation to these arrangements and believed the historical tax treatment applied was appropriate at the time. The adjustment increased liabilities at 31 May 2024 by £881,505, reduced opening reserves by £313,756 and increased the loss reported for the year ended 31 May 2024 by £567,749. Further details are provided in notes 23 and 25.

Following the restatement, the group has reported losses in both the current and prior year. The Directors recognise the significance of this matter and its impact on reported profitability and reserves. However, they consider that the issue relates primarily to historical compliance matters rather than the underlying trading performance of the business. The Directors' assessment of future prospects remains supported by continued revenue growth, strong cash balances and forecast trading performance. Nevertheless, the matter has been carefully considered as part of the Directors' assessment of the group's financial position and future strategy.

The group made a loss after tax for the year of £984,643 (202 4: loss after tax: £614,791). With shareholders’ funds of £4,862,801 (202 4: £6,047,444), the group remains in a strong position for the future.

Principal risks and uncertainties

Global Political Situation - while this has a business impact on the completion of new products on Passage Planning for the Red Sea and Suez Canal area, it is offset by creating further need for our growing suite of security related products.

WITHERBY INVESTMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 2 -
Future developments

As Seamanship International, the company gained substantial experience and early success in Computer Based Training and Competency Management Systems, which we stepped back from due to the acquisition of Witherbys in 2008 and the necessary focus on technical publishing. During the second half of 2025 we have made a return to the CBT sector with the finalization of an ambitious development plan for 2026-27 that focuses on competency and shipboard training and the increasing development support that is required using CBT for our industry body clients. Our head office has a 500 sq.m, 5,000 sq.ft office space available and so we are ready for the expansion of CBT development and digital projects.

Mid-2026 will see the entry into service of an 80 metre, 3,000 tonne displacement ice strengthened research vessel to assist in our goal of continuous improvement and development of products that are widely regarded as the best in the sector. These products will have a particular focus on: compliance, environmental and ship/Port State inspections, while developing further on shipboard systems, particularly cyber security. This vessel can accommodate up to 23 crew, with 4 further suites being available for marine pilots.

Key performance indicators

Key performance indicators for the group are considered by the Directors to be profitability, capital position and charitable giving. It should be noted that charitable giving in the forthcoming year is expected to remain at a similar level to the last three years at approximately £250,000, although it should be noted that the principals of the business, Capt. Iain Macneil MNM, DUNIV and Kat Heathcote Macneil MBE are substantially increasing their own personal charitable giving to key projects.

Post reporting date events

There have been no significant events affecting the Group since the year end.

On behalf of the board

K Heathcote
Director
14 August 2026
WITHERBY INVESTMENTS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 May 2025.

Principal activities

The principal activity of the parent company is to provide management advice and support to its subsidiaries.

The principal activity of the group is that of publishing of operational guidance and technical standards for the shipping industry. In circumstances where guidance is not already published on behalf of a client industry trade association, this work is often developed in-house using subject matter experts or in conjunction with the most appropriate industry or national/international body or organisation.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £200,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

I G Macneil
K Heathcote
J Machtelinckx
D C W Balston
D L Tait
G Macrosson
(Appointed 19 June 2025)
D R Weir
(Appointed 19 June 2025)
J Reid
(Appointed 1 April 2026)
Charitable donations

Various charitable donations were made during the year totalling £22 1,964 (202 4: £212,260).

Donations, individually or in total excess of £2,000 were made to the following charities; WPG Charitable Trust £181,559 (2024: £171,638).

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the 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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

WITHERBY INVESTMENTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 4 -
Strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the fair review of the business, future developments, post reporting date events and an assessment of the business risks that have affected the group.

Statement of disclosure to auditor

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'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's auditors are aware of that information.

On behalf of the board
K Heathcote
Director
14 August 2026
WITHERBY INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WITHERBY INVESTMENTS LIMITED
- 5 -
Opinion

We have audited the financial statements of Witherby Investments Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 31 May 2025 and of the group's loss 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and 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

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 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 other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

WITHERBY INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WITHERBY INVESTMENTS LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

WITHERBY INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WITHERBY INVESTMENTS LIMITED
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

David Samborek (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
14 August 2026
Chartered Accountants
Statutory Auditor
Quay 2
139 Fountainbridge
Edinburgh
EH3 9QG
WITHERBY INVESTMENTS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2025
- 8 -
2025
2024
as restated
Notes
£
£
Turnover
3
20,300,583
14,558,108
Cost of sales
(9,924,167)
(6,575,129)
Gross profit
10,376,416
7,982,979
Administrative expenses
(11,547,586)
(8,692,045)
Other operating income
13,590
21,991
Operating loss
4
(1,157,580)
(687,075)
Interest receivable and similar income
8
132,707
135,338
Interest payable and similar expenses
9
(84,811)
(48,049)
Gain/(loss) on sale of investment property
-
28,412
Loss before taxation
(1,109,684)
(571,374)
Tax on loss
10
125,041
(43,417)
Loss for the financial year
(984,643)
(614,791)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
WITHERBY INVESTMENTS LIMITED
GROUP BALANCE SHEET
AS AT
31 MAY 2025
31 May 2025
- 9 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
13
56,310
84,062
Tangible assets
14
1,245,862
2,755,895
Investments
15
17,450
17,450
1,319,622
2,857,407
Current assets
Stocks
17
574,371
570,296
Debtors
18
3,499,524
1,645,400
Cash at bank and in hand
3,871,829
3,217,936
7,945,724
5,433,632
Creditors: amounts falling due within one year
19
(4,394,756)
(2,047,651)
Net current assets
3,550,968
3,385,981
Total assets less current liabilities
4,870,590
6,243,388
Provisions for liabilities
Deferred tax liability
20
7,789
195,944
(7,789)
(195,944)
Net assets
4,862,801
6,047,444
Capital and reserves
Called up share capital
22
54,583
54,583
Share premium account
1,513,125
1,513,125
Capital redemption reserve
12,667
12,667
Distributable profit and loss reserves
3,282,426
4,467,069
Total equity
4,862,801
6,047,444
The financial statements were approved by the board of directors and authorised for issue on 14 August 2026 and are signed on its behalf by:
14 August 2026
I G Macneil
Director
Company registration number SC410298 (Scotland)
WITHERBY INVESTMENTS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2025
31 May 2025
- 10 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Investments
15
3,160,751
3,160,751
Current assets
Debtors
18
351,426
351,426
Cash at bank and in hand
2,937
11,499
354,363
362,925
Creditors: amounts falling due within one year
19
(1,855,644)
(1,598,528)
Net current liabilities
(1,501,281)
(1,235,603)
Net assets
1,659,470
1,925,148
Capital and reserves
Called up share capital
22
54,583
54,583
Share premium account
1,513,125
1,513,125
Capital redemption reserve
12,667
12,667
Distributable profit and loss reserves
79,095
344,773
Total equity
1,659,470
1,925,148

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £65,678 (2024 - £36,237 loss).

The financial statements were approved by the board of directors and authorised for issue on 14 August 2026 and are signed on its behalf by:
14 August 2026
I G Macneil
Director
Company registration number SC410298 (Scotland)
WITHERBY INVESTMENTS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
- 11 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
As restated for the period ended 31 May 2024:
Balance at 1 June 2023
54,583
1,513,125
12,667
(55,369)
5,450,985
6,975,991
Correction of error
-
-
-
-
(313,756)
(313,756)
As restated
54,583
1,513,125
12,667
(55,369)
5,137,229
6,662,235
Year ended 31 May 2024:
Loss and total comprehensive income
-
-
-
-
(614,791)
(614,791)
Transfers
-
-
-
55,369
(55,369)
-
Balance at 31 May 2024
54,583
1,513,125
12,667
-
4,467,069
6,047,444
Year ended 31 May 2025:
Loss and total comprehensive income
-
-
-
-
(984,643)
(984,643)
Dividends
11
-
-
-
-
(200,000)
(200,000)
Balance at 31 May 2025
54,583
1,513,125
12,667
-
3,282,426
4,862,801
WITHERBY INVESTMENTS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 May 2024:
Balance at 1 June 2023
54,583
1,513,125
12,667
381,010
1,961,385
Year ended 31 May 2024:
Loss and total comprehensive income for the year
-
-
-
(36,237)
(36,237)
Balance at 31 May 2024
54,583
1,513,125
12,667
344,773
1,925,148
Year ended 31 May 2025:
Profit and total comprehensive income
-
-
-
(65,678)
(65,678)
Dividends
11
-
-
-
(200,000)
(200,000)
Balance at 31 May 2025
54,583
1,513,125
12,667
79,095
1,659,470
WITHERBY INVESTMENTS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2025
- 13 -
2025
2024
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
29
(268,202)
(70,869)
Interest paid
(84,811)
(48,049)
Income taxes (paid)/refunded
(10,643)
358,993
Net cash (outflow)/inflow from operating activities
(363,656)
240,075
Investing activities
Purchase of tangible fixed assets
(49,366)
(26,505)
Proceeds from disposal of tangible fixed assets
1,134,208
-
Proceeds from disposal of investment property
-
538,412
Proceeds from disposal of investments
-
1,600
Interest received
132,707
135,338
Net cash generated from investing activities
1,217,549
648,845
Financing activities
Dividends paid to equity shareholders
(200,000)
-
0
Net cash used in financing activities
(200,000)
-
Net increase in cash and cash equivalents
653,893
888,920
Cash and cash equivalents at beginning of year
3,217,936
2,329,016
Cash and cash equivalents at end of year
3,871,829
3,217,936
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
- 14 -
1
Accounting policies
Company information

Witherby Investments Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 27 Stafford Street, Edinburgh, United Kingdom, EH3 7BJ.

The group consists of Witherby Investments Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include investment properties at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102 and has taken advantage of the exemption available from the requirement to present a company only cash flow statement and relates notes and disclosure.

1.2
Business combinations

In the group financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Witherby Investments Limited together with all entities controlled by the parent company and its subsidiaries.

All financial statements are made up to 31 May 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 15 -
1.4
Going concern

The directors have assessed the group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.

In making this assessment, the directors have considered the historical employment tax matter identified during the year and the associated prior period adjustment disclosed in notes 22 and 24. They have also considered the losses reported in both the current and prior year (as restated), together with the company's forecast trading performance, expected cash flows and financial resources.

The directors note that the prior period adjustment principally relates to a historical compliance matter rather than the underlying trading performance of the business. The assessment has also taken account of the continued growth in revenues and the future development opportunities outlined in the Strategic Report. Having considered all available information, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. Turnover represents income received from general trade publishing sales and rental income receivable from investment properties.

Revenue is recognised on provision of the service or when the significant risks and rewards of ownership of goods have passed to the buyer, as well as when the amount of revenue can be measured reliably. Revenue from rental income is recognised on a straight line accruals basis.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

1.7
Intangible fixed assets other than goodwill

Intangible assets are initially recognised at cost and are subsequently measured at cost less accumulated amortisation and 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.

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:

Publishing rights
50% on cost
Website
33% on cost
Trademark
12% on cost
1.8
Tangible fixed assets

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

WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 16 -

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

Freehold property
2% on cost
Property improvements
12.5% on cost
Plant and equipment
4% and 20% on cost
Fixtures and fittings
25% and 33% on cost and 15% reducing balance
Library
33% on cost

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.

Artwork held within equipment, fixtures an fittings is not depreciated as the residual value is equal or in excess of carrying value.

1.9
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

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

1.13
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.

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

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

WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 17 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial liabilities

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

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

1.16
Employee benefits

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

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

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

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 19 -
1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements 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.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Trade publishing sales
20,300,583
14,552,508
Rental income
-
5,600
20,300,583
14,558,108
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
3,621,250
2,462,662
Rest of Europe
9,489,629
6,025,213
Rest of the World
7,189,704
6,070,233
20,300,583
14,558,108
2025
2024
£
£
Other revenue
Interest income
132,707
135,338
Royalty income
12,924
16,459
Other operating income
666
5,532
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 20 -
4
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging:
Exchange losses
148
285
Depreciation of owned tangible fixed assets
138,406
137,118
Impairment of owned tangible fixed assets
91,485
-
Loss on disposal of tangible fixed assets
195,300
-
Amortisation of intangible assets
27,752
35,141
Stocks impairment losses recognised or reversed
122,712
92,391
Operating lease charges
75,105
73,371
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
5,300
5,000
Audit of the financial statements of the company's subsidiaries
30,300
28,825
35,600
33,825
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Staff
42
48
-
-
Directors
5
12
5
7
Total
47
60
5
7

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
6,959,886
5,362,598
19,842
31,456
Social security costs
996,440
763,163
-
-
Pension costs
72,880
63,583
-
0
-
0
8,029,206
6,189,344
19,842
31,456
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 21 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
5,243,533
3,967,566
Company pension contributions to defined contribution schemes
14,393
11,716
5,257,926
3,979,282
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
4,225,808
3,277,950
Company pension contributions to defined contribution schemes
1,632
-
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
131,101
129,394
Other interest income
1,606
5,944
Total income
132,707
135,338
9
Interest payable and similar expenses
2025
2024
£
£
Other interest
84,811
48,049
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
62,740
10,901
Adjustments in respect of prior periods
374
44,790
Total current tax
63,114
55,691
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
10
Taxation
2025
2024
£
£
(Continued)
- 22 -
Deferred tax
Origination and reversal of timing differences
(188,155)
(12,922)
Previously unrecognised tax loss, tax credit or timing difference
-
0
648
Total deferred tax
(188,155)
(12,274)
Total tax (credit)/charge
(125,041)
43,417

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(1,109,684)
(571,374)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(277,421)
(142,844)
Tax effect of expenses that are not deductible in determining taxable profit
162,082
147,703
Change in unrecognised deferred tax assets
84
(13,723)
Adjustments in respect of prior years
(13,808)
44,790
Deferred tax adjustments in respect of prior years
-
0
648
Tax at marginal rate
-
0
(573)
Fixed asset differences
9,738
(4,659)
Effect of increase in deferred tax rate
-
0
3,293
Movement in deferred tax not recognised
17,155
(1,739)
Other differences
-
1
Chargeable gains
(22,871)
10,520
Taxation (credit)/charge
(125,041)
43,417
11
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
200,000
-
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 23 -
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Property, plant and equipment
14
91,485
-
Stocks
17
122,712
92,391
Recognised in:
Cost of sales
122,712
92,391
Administrative expenses
91,485
-
13
Intangible fixed assets
Group
Goodwill
Publishing rights
Website
Trademark
Total
£
£
£
£
£
Cost
At 1 June 2024 and 31 May 2025
2,151,060
9,351
35,520
200,000
2,395,931
Amortisation and impairment
At 1 June 2024
2,151,060
9,351
31,069
120,389
2,311,869
Amortisation charged for the year
-
0
-
0
4,451
23,301
27,752
At 31 May 2025
2,151,060
9,351
35,520
143,690
2,339,621
Carrying amount
At 31 May 2025
-
0
-
0
-
0
56,310
56,310
At 31 May 2024
-
0
-
0
4,451
79,611
84,062
The company had no intangible fixed assets at 31 May 2025 or 31 May 2024.
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 24 -
14
Tangible fixed assets
Group
Freehold property
Property improvements
Plant and equipment
Fixtures and fittings
Library
Total
£
£
£
£
£
£
Cost
At 1 June 2024
1,174,461
60,809
1,766,252
816,686
11,407
3,829,615
Additions
-
0
-
0
-
0
49,366
-
0
49,366
Disposals
-
0
-
0
(1,556,739)
(93,735)
-
0
(1,650,474)
At 31 May 2025
1,174,461
60,809
209,513
772,317
11,407
2,228,507
Depreciation and impairment
At 1 June 2024
48,652
51,308
242,792
719,561
11,407
1,073,720
Depreciation charged in the year
37,458
7,601
59,486
33,861
-
0
138,406
Impairment losses
91,485
-
0
-
0
-
0
-
0
91,485
Eliminated in respect of disposals
-
0
-
0
(227,603)
(93,363)
-
0
(320,966)
At 31 May 2025
177,595
58,909
74,675
660,059
11,407
982,645
Carrying amount
At 31 May 2025
996,866
1,900
134,838
112,258
-
0
1,245,862
At 31 May 2024
1,125,809
9,501
1,523,460
97,125
-
0
2,755,895
The company had no tangible fixed assets at 31 May 2025 or 31 May 2024.
15
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
3,160,751
3,160,751
Unlisted investments
3,850
3,850
-
0
-
0
Other investments
13,600
13,600
-
0
-
0
17,450
17,450
3,160,751
3,160,751
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
15
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Group
Investments
Other
Total
£
£
£
Cost or valuation
At 1 June 2024 and 31 May 2025
3,850
13,600
17,450
Carrying amount
At 31 May 2025
3,850
13,600
17,450
At 31 May 2024
3,850
13,600
17,450
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2024 and 31 May 2025
3,160,751
Carrying amount
At 31 May 2025
3,160,751
At 31 May 2024
3,160,751
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 26 -
16
Subsidiaries

Details of the company's subsidiaries at 31 May 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Witherby Publishing Group Limited
27 Stafford Street, Edinburgh, EH3 7BJ
Ordinary
100.00
-
Witherby Estate Management Limited
27 Stafford Street, Edinburgh, EH3 7BJ
Ordinary
100.00
-
Seamanship International Limited
27 Stafford Street, Edinburgh, EH3 7BJ
Ordinary
0
100.00
Witherby Digital Limited
27 Stafford Street, Edinburgh, EH3 7BJ
Ordinary
0
100.00
Witherbys Publishing Limited
Suite 1, 7th Floor, 50 Broadway, London, SW1H OBL
Ordinary
0
100.00
17
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
574,371
570,296
-
-
18
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,153,866
1,143,861
-
0
-
0
Corporation tax recoverable
-
0
14,218
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
351,426
351,426
Other debtors
1,197,090
338,216
-
0
-
0
Prepayments and accrued income
148,568
149,105
-
0
-
0
3,499,524
1,645,400
351,426
351,426
19
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
105,870
22,522
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,855,644
1,598,528
Corporation tax payable
38,447
194
-
0
-
0
Other taxation and social security
1,759,343
937,858
-
0
-
0
Other creditors
30,316
29,792
-
0
-
0
Accruals and deferred income
2,460,780
1,057,285
-
0
-
0
4,394,756
2,047,651
1,855,644
1,598,528
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
19
Creditors: amounts falling due within one year
(Continued)
- 27 -

Handelsbanken has a floating charge over all property or undertaking of the group and an unlimited intercompany composite guarantee between Witherby Estate Management Limited, Witherby Investments Limited and Witherby Publishing Group Limited in respect of an overdraft facility, which is currently not being used. These were satisfied and released on 21 August 2025, subsequent to the year end.

20
Deferred taxation

The following are the deferred tax liabilities recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
-
212,033
Retirement benefit obligations
-
(3,815)
Other timing differences
7,789
(12,274)
7,789
195,944
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 June 2024
195,944
-
Credit to profit or loss
(188,155)
-
Liability at 31 May 2025
7,789
-
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
72,880
63,583

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
54,583
54,583
54,583
54,583
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
22
Share capital
(Continued)
- 28 -
23
Financial commitments, guarantees and contingent liabilities

During the year, the group identified a historical employment tax matter relating to prior periods. The directors had previously sought professional advice in relation to these arrangements and believed the historical tax treatment applied was appropriate at the time. Following a review of the matter, liabilities which could be reliably measured have been recognised in the financial statements. These include employment tax liabilities and associated interest charges arising from prior years. The impact of which is disclosed in note 2 5. Certain aspects of the matter remain subject to review and agreement with the relevant tax authority. As a result, there remains uncertainty regarding whether any additional liabilities may arise. As the outcome and any associated additional liability cannot currently be determined with sufficient reliably, no provision has been recognised in respect of those matters.

24
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
34,996
34,204
-
-
Between two and five years
17,052
48,880
-
-
52,048
83,084
-
-
25
Prior period adjustment
Changes to the balance sheet - group
As previously reported
Adjustment
As restated at 31 May 2024
£
£
£
Creditors due within one year
Taxation
(56,547)
(881,505)
(938,052)
Capital and reserves
Profit and loss reserves
5,348,574
(881,505)
4,467,069
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 31 May 2024
£
£
£
Administrative expenses
(8,172,345)
(519,700)
(8,692,045)
Interest payable and similar expenses
-
(48,049)
(48,049)
Loss after taxation
(47,042)
(567,749)
(614,791)
WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
25
Prior period adjustment
(Continued)
- 29 -
Reconciliation of changes in equity - group
1 June
31 May
2023
2024
£
£
Adjustments to prior year
Understatement of employment taxes
(306,793)
(826,493)
Associated interest charges
(6,963)
(55,012)
Total adjustments
(313,756)
(881,505)
Equity as previously reported
6,975,991
6,928,949
Equity as adjusted
6,662,235
6,047,444
Analysis of the effect upon equity
Profit and loss reserves
(313,756)
(881,505)
Reconciliation of changes in loss for the previous financial period
2024
£
Adjustments to prior year
Understatement of employment taxes
(519,700)
Associated interest charges
(48,049)
Total adjustments
(567,749)
Loss as previously reported
(47,042)
Loss as adjusted
(614,791)
Notes to reconciliation

During the year, the group identified an error in the treatment of employment tax obligations arising in prior periods. This resulted in the understatement of staff costs, employment tax liabilities and associated interest charges in the financial statements. The error has been corrected retrospectively in accordance with Section 10 of FRS 102 and the comparative figures have been restated. The resulting adjustments to the comparative financial statements and opening reserves are disclosed above. Further information regarding the remaining uncertainty associated with this matter has been disclosed in note 23.

26
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
26
Related party transactions
(Continued)
- 30 -
Sale of property
2025
2024
£
£
Group
Other related parties
-
538,412
27
Directors' transactions

During the year the company made donations totalling £181,559 (202 4: £171,638) to the Witherby Publishing Group Trust. The Trust is controlled by I G Macneil, K Heathcote and J Machtelinckx who are all directors of the company.

Dividends totalling £178,627 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

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

Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Loan
-
222
232,563
(232,570)
215
222
232,563
(232,570)
215
28
Controlling party

The ultimate controlling party is I G Macneil who owns 56% of the issued share capital.

WITHERBY INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 31 -
29
Cash (absorbed by)/generated from group operations
2025
2024
£
£
Loss for the year after tax
(984,643)
(614,791)
Adjustments for:
Taxation (credited)/charged
(125,041)
43,417
Finance costs
84,811
48,049
Investment income
(132,707)
(135,338)
Loss on disposal of tangible fixed assets
195,300
-
Amortisation and impairment of intangible assets
27,752
35,141
Depreciation and impairment of tangible fixed assets
229,891
137,118
Gain on sale of investment property
-
(28,412)
Movements in working capital:
(Increase)/decrease in stocks
(4,075)
5,581
(Increase)/decrease in debtors
(1,868,342)
112,511
Increase in creditors
2,308,852
639,611
Cash (absorbed by)/generated from operations
(268,202)
242,887
30
Analysis of changes in net funds - group
1 June 2024
Cash flows
31 May 2025
£
£
£
Cash at bank and in hand
3,217,936
653,893
3,871,829
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