ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

As restated

Registered number: 10463462

PRIOR + PARTNERS LIMITED

AUDITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

PRIOR + PARTNERS LIMITED

COMPANY INFORMATION

Directors	G M Goymour (resigned 9 December 2025)
	J M B Prior
	E Baudon
	S Mattinson
	T Venables
	A Mneimneh (appointed 1 May 2025)


Company secretary	K Brewer


Registered number	10463462


Registered office	70 Cowcross Street
	London
	EC1M 6EJ




Auditors	James Cowper Kreston Audit
	201 Cumnor HIll
	Oxford
	OX2 9PJ

PRIOR + PARTNERS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Statement of Financial Position	10
Company Statement of Financial Position	11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14
Consolidated Analysis of Net Debt	15
Notes to the Financial Statements	16 - 34

PRIOR + PARTNERS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2025

Introduction

Prior+Partners Limited continues to develop its reputation as a global Planning and Masterplanning Practice. The hire of key staff and the opening of an office in Dubai, UAE has strengthened our offer.

Business review

2025 saw market conditions improve in the UK and UK Revenue grew substantially to £6.6m (FY24: £3.9m). Market conditions were more difficult in overseas markets with a reduction in RoW Revenue to £9.1m (FY24: £17.0m)

We continued in 2025 to diversify our UK and international client base and increased our market presence in key areas.

We continue to make investments in the Practice’s support staff, systems and supporting infrastructure, and average headcount in 2025 grew to 100 (FY24: 93), and headcount has continued to grow in 2026.

As reported in the 2024 strategic report, during 2025 a UAE subsidiary was established, employees hired and an office opened in Dubai, UAE.

We believe the above investments, including physical presence in Middle East, are important moves in underpinning the future resilience of Prior+Partners for the future.

During 2025 Amer Mneinmeh was appointed a Director of Prior+Partners Limited, and post year end, Graham Goymour resigned as Director of Prior+Partners Limited, but remains a Director and a Trustee of Prior+Partners Trustee Limited.

Principal risks and uncertainties

We identify the following areas of risk and uncertainties:

UK Revenue grew in 2025 but the UK Market and low returns from UK work continue to challenge our desire to maintain our position as a significant player in the UK.

Diversifying our UK and international client base, and new markets provides resilience to the Practice.

Maintaining a strong cash position is important due to longer payment terms for international clients and projects compared to UK clients and projects.

Potential growth is hampered by skills shortages and the need to secure visas for many of our staff as the talent pool is increasingly international.

Financial key performance indicators

Gross Revenue turnover decreased to:
2024: £20,903,143
2025: £15,705,340

Page 1

PRIOR + PARTNERS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

Other key performance indicators

Average employee numbers grew from:
2024: 93
2025: 100

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

J M B Prior

Director

Date: 26 August 2026

Page 2

PRIOR + PARTNERS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2025

The directors present their report and the financial statements for the year ended 30 November 2025.

Directors

The directors who served during the year were:

G M Goymour (resigned 9 December 2025

J M B Prior

E Baudon

S Mattinson

T Venables

A Mneimneh (appointed 1 May 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make 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 will continue in business.

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

Results and dividends

The profit for the year, after taxation, amounted to £1,127,889 (2024 - £1,323,104).

Dividends of £nil (2024 - £nil) were paid during the year.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 3

PRIOR + PARTNERS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

Auditors

The auditors, James Cowper Kreston Audit, 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.

J M B Prior

Director

Date: 26 August 2026

Page 4

PRIOR + PARTNERS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PRIOR + PARTNERS LIMITED

Opinion

We have audited the financial statements of Prior + Partners Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 November 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 November 2025 and of the Group's profit for the year then ended;

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

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 5

PRIOR + PARTNERS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PRIOR + PARTNERS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6

PRIOR + PARTNERS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PRIOR + PARTNERS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;

∙Enquiry of management and those charged with governance to identify any material instances of
non-compliance with laws and regulation;

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

∙Performing audit work to address the risk of irregularities due to management 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
evidence of bias.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Page 7

PRIOR + PARTNERS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PRIOR + PARTNERS LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

James Pitt BA (Hons) BFP FCA (Senior Statutory Auditor)

for and on behalf of

James Cowper Kreston Audit

201 Cumnor HIll

Oxford

OX2 9PJ

26 August 2026

Page 8

PRIOR + PARTNERS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 NOVEMBER 2025

		As restated
	2025	2024
	£	£

Turnover	4	15,705,340	20,903,143
Cost of sales		(9,736,257)	(14,574,454)
Gross profit		5,969,083	6,328,689
Administrative expenses		(4,336,983)	(4,285,686)
Other operating charges		(21,199)	-
Operating profit	5	1,610,901	2,043,003
Interest receivable and similar income	9	36,090	560
Interest payable and similar expenses	10	(471)	(2,673)
Profit before tax		1,646,520	2,040,890
Tax on profit	11	(518,631)	(717,786)
Profit for the financial year		1,127,889	1,323,104

Profit for the year attributable to:
Owners of the parent company	1,127,889	1,323,104
	1,127,889	1,323,104

Total comprehensive income attributable to:

The notes on pages 16 to 34 form part of these financial statements.

Page 9

PRIOR + PARTNERS LIMITED

REGISTERED NUMBER: 10463462

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 NOVEMBER 2025

		As restated
	2025	2024
Note	£	£

Fixed assets
Tangible assets	12		277,197		315,969
			277,197		315,969
Current assets
Debtors: amounts falling due within one year	14	10,958,711		9,270,378
Cash at bank and in hand	15	1,975,155		2,187,738
		12,933,866		11,458,116
Creditors: amounts falling due within one year		(5,543,376)		(4,914,944)
Net current assets			7,390,490		6,543,172
Total assets less current liabilities			7,667,687		6,859,141
Provisions for liabilities
Deferred tax	18	(5,147)		(65,875)
			(5,147)		(65,875)
Net assets			7,662,540		6,793,266

Capital and reserves
Called up share capital	19	750	750
Share premium account		2,800	2,800
Profit and loss account		7,658,990	6,789,716
		7,662,540	6,793,266

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

J M B Prior

Director

Date: 26 August 2026

The notes on pages 16 to 34 form part of these financial statements.

Page 10

PRIOR + PARTNERS LIMITED

REGISTERED NUMBER: 10463462

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 NOVEMBER 2025

		As restated
	2025	2024
Note	£	£

Fixed assets
Tangible assets	12		277,197		315,969
Investments	13		63,208		-
			340,405		315,969
Current assets
Debtors: amounts falling due within one year	14	10,958,711		9,270,378
Bank and cash balances		1,975,155		2,187,738
		12,933,866		11,458,116
Creditors: amounts falling due within one year	16	(5,580,273)		(4,914,944)
Net current assets			7,353,593		6,543,172
Total assets less current liabilities			7,693,998		6,859,141

Provisions for liabilities
Deferred taxation	18	(5,147)		(65,875)
			(5,147)		(65,875)
Net assets			7,688,851		6,793,266
Net assets			7,688,851		6,793,266

Capital and reserves
Called up share capital	19	750	750
Share premium account		2,800	2,800
Profit and loss account		7,685,301	6,789,716
		7,688,851	6,793,266

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

J M B Prior

Director

Date: 26 August 2026

The notes on pages 16 to 34 form part of these financial statements.

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PRIOR + PARTNERS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£	£
At 1 December 2023	750	2,800	6,503,994	6,507,544	6,507,544
Comprehensive income for the year
Profit for the year	-	-	1,323,104	1,323,104	1,323,104
Contribution to Employee Ownership Trust	-	-	(1,200,000)	(1,200,000)	(1,200,000)
Share based payment charge	-	-	162,618	162,618	162,618

At 1 December 2024 (as previously stated)	750	2,800	7,012,463	7,016,013	7,016,013
Prior year adjustment - correction of error (see note 21)	-	-	(222,747)	(222,747)	(222,747)
At 1 December 2024 (as restated)	750	2,800	6,789,716	6,793,266	6,793,266
Comprehensive income for the year
Profit for the year	-	-	1,127,889	1,127,889	1,127,889
Contribution to Employee Ownership Trust	-	-	(300,000)	(300,000)	(300,000)
Share based payment charge	-	-	41,385	41,385	41,385
At 30 November 2025	750	2,800	7,658,990	7,662,540	7,662,540

The notes on pages 16 to 34 form part of these financial statements.

Page 12

PRIOR + PARTNERS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 December 2024 (as previously stated)	750	2,800	7,012,463	7,016,013
Prior year adjustment - correction of error (see note 21)	-	-	(222,747)	(222,747)
At 1 December 2024 (as restated)	750	2,800	6,789,716	6,793,266
Comprehensive income for the year
Profit for the year	-	-	1,154,200	1,154,200
Contribution to Employee Ownership Trust	-	-	(300,000)	(300,000)
Share based payment charge	-	-	41,385	41,385
Total comprehensive income for the year	-	-	895,585	895,585
At 30 November 2025	750	2,800	7,685,301	7,688,851

The notes on pages 16 to 34 form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 December 2023	750	2,800	6,503,994	6,507,544
Comprehensive income for the year
Profit for the year	-	-	1,323,104	1,323,104
Contribution to Employee Ownership Trust	-	-	(1,200,000)	(1,200,000)
Share based payment charge	-	-	162,618	162,618
Total comprehensive income for the year	-	-	285,722	285,722
At 30 November 2024	750	2,800	6,789,716	6,793,266

The notes on pages 16 to 34 form part of these financial statements.

Page 13

PRIOR + PARTNERS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 NOVEMBER 2025

				As restated
			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	1,127,889	1,323,104
Adjustments for:
Depreciation of tangible assets	156,400	159,015
Taxation charge	793,011	717,786
(Increase)/decrease in debtors	(2,131,034)	1,323,328
Increase/(decrease) in creditors	409,361	(682,807)
Corporation tax (paid)	(191,967)	(945,820)
Share-based payment charge	41,385	162,618
Net cash generated from operating activities	205,045	2,057,224

Cash flows from investing activities
Purchase of tangible fixed assets	(117,628)	(167,967)
Net cash from investing activities	(117,628)	(167,967)
Cash flows from financing activities
Distribution paid to Employee Ownership Trust	(300,000)	(1,200,000)
Net cash used in financing activities	(300,000)	(1,200,000)
Net (decrease)/increase in cash and cash equivalents	(212,583)	689,257
Cash and cash equivalents at beginning of year	2,187,738	1,498,481
Cash and cash equivalents at the end of year	1,975,155	2,187,738

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,975,155	2,187,738
	1,975,155	2,187,738

The notes on pages 16 to 34 form part of these financial statements.

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PRIOR + PARTNERS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 30 NOVEMBER 2025


At 1 December 2024	Cash flows	At 30 November 2025
£	£	£

Cash at bank and in hand	2,187,738	(212,583)	1,975,155
	2,187,738	(212,583)	1,975,155

The notes on pages 16 to 34 form part of these financial statements.

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PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

1.	General information

The company is a private company limited by share capital, incorporated in England. The address of its registered office is: 70 Cowcross Street, London, EC1M 6EJ.

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 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

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.

2.3

Work in progress

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress includes labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairement. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

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PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.4

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 Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 December 2023.

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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'.

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

Interest income

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

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PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.7

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.

2.8

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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Cash-settled share options are measured at fair value, with a liability recognised over the vesting period based on the number of awards expected to vest. The liability is remeasured at each reporting date until settlement, with changes recognised in profit or loss.

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PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.10

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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

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

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.11

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, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property	-	10%	Straight line method
Plant and machinery	-	20%	Straight line method
Fixtures and fittings	-	20%	Straight line method
Office equipment	-	33%	Straight line method

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.

Page 19

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.14

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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.

2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 20

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.17

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 Statement of Financial Position 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 with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

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.

Basic 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.

Page 21

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.17

Financial instruments (continued)

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 instruments

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.

2.18

Employee Ownership Trust

Contributions to the Employee Ownership Trust are presented as a deduction from shareholders' funds.

Page 22

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

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

The key judgements made in applying accounting policies are as follows:

Recognition of revenue

The Company has a number of long-term contracts with customers. This is based on performing estimates in relation to stage of completion of projects. Depending on the method used to determine project progress, significant estimates correspond to costs pending incurring in each contract.

Bad debt provision

Management provides for doubtful debts based on the perceived risk profile and payment history of the debtor.

Share based payments

Estimating fair value for share based payment transactions requires determination of the most appropriate model, which depends on the terms and conditions of the grant. This estimate requires determination of the most appropriate inputs to the valuation model including the fair value of the instrument granted, expected life, volatility and making assumptions about them. The Company has used the Black-Scholes model.

Turnover

Revenue	15,705,340	20,903,143
	15,705,340	20,903,143

Analysis of turnover by country of destination:

						As restated
					2025	2024
					£	£

United Kingdom	6,649,282	3,920,381
Rest of the world	9,056,058	16,982,762
	15,705,340	20,903,143

Page 23

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Depreciation	156,400	159,017
Exchange differences	76,977	258,665
Other operating lease rentals	385,777	271,124
Share-based payment	41,385	162,618

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

23,000

21,000

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

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	6,383,755	5,764,577	6,318,889	5,764,577
Social security costs	821,653	648,688	821,653	648,688
Cost of defined contribution scheme	338,943	271,124	254,746	271,124
	7,544,351	6,684,389	7,395,288	6,684,389

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

	2025	2024
	No.	No.

Employees	100	93

Page 24

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	854,901	871,167
Group contributions to defined contribution pension schemes	48,021	75,070
	902,922	946,237

	During the year retirement benefits were accruing to 4 directors (2024 - NIL) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £260,089 (2024 - £271,833).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).

9.	Interest receivable
		2025	2024
		£	£

Other interest receivable

36,090

560

10.	Interest payable and similar expenses
		2025	2024
		£	£

Other interest payable

471

2,673

Page 25

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Corporation tax
Current tax on profits for the year	479,767	599,806
Adjustments in respect of previous periods	(93,030)	(145,921)
	386,737	453,885
Double taxation relief	(73,234)	(506,776)
	313,503	(52,891)
Foreign tax
Foreign tax on income for the year	73,234	506,776
Foreign tax in respect of prior periods	192,622	235,749
	265,856	742,525
Total current tax	579,359	689,634

Deferred tax
Origination and reversal of timing differences	(60,728)	33,996
Adjustments in respect of prior period	-	(5,844)
Total deferred tax	(60,728)	28,152


	Tax on profit	518,631	717,786

Page 26

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

11.Taxation (continued)

Profit on ordinary activities before tax

1,646,520

2,040,890

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	411,630	565,909
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	16,398	44,872
Adjustments to tax charge in respect of prior periods	99,592	83,984
Other timing differences leading to an increase (decrease) in taxation	(8,989)	23,021
Total tax charge for the year	518,631	717,786

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 27

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

12.	Tangible fixed assets
	Group

	Short-term leasehold property	Plant and machinery	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 December 2024	147,064	65,287	11,738	652,575	876,664
Additions	12,000	-	-	105,628	117,628
Disposals	-	-	-	(146,447)	(146,447)
At 30 November 2025	159,064	65,287	11,738	611,756	847,845
Depreciation
At 1 December 2024	43,273	52,230	9,390	455,802	560,695
Charge for the year	14,890	13,057	2,348	126,105	156,400
Disposals	-	-	-	(146,447)	(146,447)
At 30 November 2025	58,163	65,287	11,738	435,460	570,648
Net book value
At 30 November 2025	100,901	-	-	176,296	277,197
At 30 November 2024	103,791	13,057	2,348	196,773	315,969

Page 28

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

12.Tangible fixed assets (continued)

	Company

	Short-term leasehold property	Plant and machinery	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 December 2024	147,064	65,287	11,738	652,575	876,664
Additions	12,000	-	-	105,628	117,628
Disposals	-	-	-	(146,447)	(146,447)
At 30 November 2025	159,064	65,287	11,738	611,756	847,845
Depreciation
At 1 December 2024	43,273	52,230	9,390	455,802	560,695
Charge for the year on owned assets	14,890	13,057	2,348	126,105	156,400
Disposals	-	-	-	(146,447)	(146,447)
At 30 November 2025	58,163	65,287	11,738	435,460	570,648
Net book value
At 30 November 2025	100,901	-	-	176,296	277,197
At 30 November 2024	103,791	13,057	2,348	196,773	315,969

The net book value of land and buildings may be further analysed as follows:
	2025	2024
	£	£

Short leasehold	100,901	103,791
	100,901	103,791

Page 29

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	Additions	63,208
	At 30 November 2025	63,208

14.

Debtors

Group	Group As restated	Company	Company As restated
2025	2024	2025	2024
£	£	£	£


Trade debtors	8,218,803	5,867,916	8,218,803	5,867,916
Other debtors	42,218	49,918	42,218	49,918
Prepayments and accrued income	2,697,690	3,184,223	2,697,690	3,184,223
Tax recoverable	-	168,321	-	168,321
	10,958,711	9,270,378	10,958,711	9,270,378

15.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	1,975,155	2,187,738
	1,975,155	2,187,738

Page 30

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

16.	Creditors: Amounts falling due within one year
		Group	Group As restated	Company	Company As restated
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	2,715,377	2,772,235	2,715,377	2,772,235
Amounts owed to group undertakings	-	-	36,897	-
Corporation tax	219,071	-	219,071	-
Other taxation and social security	359,804	287,104	359,804	287,104
Other creditors	65,928	21,047	65,928	21,047
Accruals and deferred income	2,183,196	1,834,558	2,183,196	1,834,558
	5,543,376	4,914,944	5,580,273	4,914,944

The amounts owed to group undertakings are unsecured, repayable on demand and do not accrue interest.

17.	Financial instruments
		Group	Group As restated	Company	Company As restated
		2025	2024	2025	2024
		£	£	£	£

Financial assets
Cash and cash equivalents	1,975,155	2,187,738	1,975,155	2,187,738
Financial instruments measured at amortised cost	8,261,021	5,917,834	8,261,021	5,917,834
	10,236,176	8,105,572	10,236,176	8,105,572

	Financial liabilities
	Financial liabilities held at amortised cost	(3,676,589)	(4,500,966)	(3,639,692)	(4,500,966)

	Financial assets measured at amortised cost comprise of trade debtors and other debtors.
	Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, amounts owed by group undertakings and accruals.

Page 31

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

18.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(65,875)
	Charged to profit or loss	60,728
	At end of year	(5,147)

	Company

		2025
		£

	At beginning of year	(65,875)
	Charged to profit or loss	60,728
	At end of year	(5,147)

The provision for deferred taxation is made up as follows:
	Group	Group	Company	Company
	2025	2024	2025	2024
	£	£	£	£

Accelerated capital allowances	(57,045)	(37,723)	(57,045)	(37,723)
Short term timing differences	51,898	(28,152)	51,898	(28,152)
	(5,147)	(65,875)	(5,147)	(65,875)

19.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

7,500 (2024 - 7,500) Ordinary shares of £0.10 each	750	750

Page 32

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

20.	Share-based payments
	The Company operates an EMI share option scheme. A charge of £41,385 (202: £162,618) has been recognised within the profit and loss account for the year ended 30 November 2025. All of the share options in issue have an exercise price of £113. The share options are exercisable after a three year vesting period or on an exit event defined as; a business sale, a change of control, a compromise or arrangement, a compulsory share purchase, a listing, and the winding up of the Company.

The number and weighted average exercised price of share options during the year are as follows:
	Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	126,447	1,119	149,612	1,324
Granted during the year		-	-	-
Forfeited during the year		-	(23,165)	(205)
Outstanding at the end of the year	126,447	1,119	126,447	1,119

					2025	2024

Option pricing model used	Black-scholes	Black-scholes
Weighted average share price (£)	751.36	751.36
Exercise price (£)	113	113
Weighted average contractual life (years)	3	3
Expected volatility	31.01%	31.01%
Risk-free interest rate	1.29%	1.29%

21.	Prior year adjustment

During the year, the Company identified an error in the previously reported results for the year ended 30 November 2024 relating to the overstatement of revenue and cost of sales. Accordingly, a prior year adjustment has been recognised to reduce revenue and trade debtors by £526,612 and cost of sales and trade creditors by £303,865. The net effect of the adjustment is to reduce retained earnings and profit for the year ended 30 November 2024 by £222,747.

Page 33

PRIOR + PARTNERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

22.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £254,746 (2024 - £271,124).

Contributions totalling £39,259 (2024 - £4,489) were payable to the fund at the balance sheet date and are included in creditors.

23.	Related party transactions
	Directors remuneration is disclosed in note 8. The Company received £nill revenue through a contract being paid directly to a Director in the year (2024 : £149,268), at the year end there was £nil directors loans outstanding (2024: £7,427).

24.	Controlling party

The Company is controlled by Prior + Partners Trustee Limited by virtue of its shareholding. The shares are held in trust on behalf of Prior + Partners Ownership Trust (EOT). Contributions paid to the EOT during the year were £300,000 (2024: £1,200,000).

Page 34