Company registration number 13784945 (England and Wales)
REDGRAVE TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
REDGRAVE TOPCO LIMITED
COMPANY INFORMATION
Directors
M W Keating
B A Hamill
Secretary
J A Fitzsimmons
Company number
13784945
Registered office
4th Floor
2 Savoy Court
London
WC2R 0EZ
Auditor
BKL Audit LLP
Chartered Accountants & Statutory Auditor
Chartered Accountants and Statutory Auditor
35 Ballards Lane
N3 1XW
REDGRAVE TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of income and retained earnings
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of cash flows
12
Notes to the financial statements
13 - 26
REDGRAVE TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

Introduction

 

The principal activity of the Group is that of a holding company which manages the affairs of the Group whose activity consists of executive search, executive assessment, and interim management.

Review of the business

 

2025 group turnover increased on prior year. This was driven by an increase in consultant headcount, the establishment of a new office in the United States of America, the expansion of our interim practice and the further development of HR and technology functional practices.

 

Around 82% of the revenue in the year was generated from placements in the United Kingdom; with the biggest overseas markets being Germany, the USA, the Netherlands, Ireland and Switzerland. Overseas revenue as a proportion of total revenue increased on prior year, due to the establishment of our US business and more assignments out of Germany.

 

Despite the increase in group revenue EBITDA fell slightly to £4.4m, reflecting additional staff costs, and the set-up expenses for the new office in New York.

Principal risks and uncertainties

The principal risk and uncertainties are as follows:

 

a) The principal risk to the Group derives from the macro-economic environment in both the UK and continental Europe, which may impact client hiring budgets and hence demand for the group’s services. This risk is substantially mitigated though the Group’s diverse customer base which is spread across several different sectors and functions.

 

b) The future success of the Group is dependent on the continued service of senior management and other key personnel, whilst sustained future revenue growth will be driven by strategic hiring of senior staff with strong franchises in specific practice areas. The loss of the services of such staff could have a material impact on the business. However, the business is not reliant on one key individual.

 

c) Credit risk – the Group has policies in place to minimise credit risk. All new clients are subject to a review of their credit status, and the finance function is proactive in chasing down overdue debt. Additionally the diverse nature of the Group’s client base means that payment default by any single client would not unduly impact the financial performance of the business.

 

d) Tax risk – all transactions undertaken by the Group have a business purpose and a commercial rationale. The Group does not engage in aggressive tax planning nor implement structures solely for tax planning purposes. The Group ensures that is it is fully compliant with all applicable tax law and disclosure requirements.

 

e) Information security risk – the Group’s IT systems are all cloud based, so the risk of data loss is very low. Access to the Group's systems requires multi-factor authentication and firewall software is in place to prevent inappropriate access. The Group makes use of an external IT provider to ensure the a high quality and secure IT system at all times.

REDGRAVE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators

The key performance indicators in 2025 were Gross Profit (also Termed Net Fee Income), Net Fee Income per Fee Earner, Operating Profit and Cash Reserves. The Group may develop non-financial key performance indicators as the business becomes more established. However, at present the Group does not use any such performance indicators.

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

B A Hamill
Director
24 August 2026
REDGRAVE TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

 

Principal Activities

The principal activity of the Group is that of a holding company which manages the affairs of the Group whose activity consists of executive search, executive assessment, and interim management.

 

Results and dividends

The loss for the year, after taxation, amounted to £1,199,478 (2024 - loss £1,065,684).No dividends were declared.

Directors

The directors who served during the year were:

 

B A Hamill

M W Keating

Post reporting date events

On the 12th March 2026, the Group fully satisfied and discharged the charge arising from a bank loan held within a subsidiary company.

Future developments

Over recent years the Group has been actively hiring new consultants with a view to growing existing verticals and developing new practice areas. The specific focus has been on interim management, HR, technology & digital, and transport & infrastructure. The business has also been expanding its executive assessment practice, and has US presence through its recently established New York Office. The Group will continue to invest in these areas and others and would hope they result in a significant contribution to turnover during 2026 and 2027.

Auditor

Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

REDGRAVE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Statement of directors' responsibilities

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:

 

 

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.

Statement of disclosure to auditor

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

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

B A Hamill
Director
24 August 2026
REDGRAVE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF REDGRAVE TOPCO LIMITED
- 5 -
Opinion

We have audited the financial statements of Redgrave Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Group Statement of Income and Retained Earnings, the Group Statement of Financial Position, the Company Statement of Financial Position, the Group Statement of Cash Flows 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:

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 the audit:

REDGRAVE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REDGRAVE TOPCO 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 identified material misstatements in the 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:

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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 Group or 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 Group financial statements.

REDGRAVE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REDGRAVE TOPCO LIMITED
- 7 -

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

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.

 

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional

scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

 

REDGRAVE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REDGRAVE TOPCO LIMITED
- 8 -

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.

Deon van Tonder ACA (Senior Statutory Auditor)
For and on behalf of BKL Audit LLP, Statutory Auditor
Chartered Accountants
Chartered Accountants and Statutory Auditor
35 Ballards Lane
London
N3 1XW
24 August 2026
REDGRAVE TOPCO LIMITED
GROUP STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
17,816,032
15,141,653
Cost of sales
(2,070,541)
(1,426,789)
Gross profit
15,745,491
13,714,864
Administrative expenses
(14,691,141)
(12,518,758)
Operating profit
4
1,054,350
1,196,106
Interest receivable and similar income
122,133
71,385
Interest payable and similar expenses
8
(1,328,385)
(1,316,155)
Loss before taxation
(151,902)
(48,664)
Tax on loss
9
(1,047,576)
(1,017,020)
Loss for the financial year
(1,199,478)
(1,065,684)
Retained earnings brought forward
(3,368,527)
(2,302,843)
Retained earnings carried forward
(4,568,005)
(3,368,527)
Loss for the financial year is all attributable to the owners of the parent company.

The notes on pages 13 to 26 form part of these financial statements.

REDGRAVE TOPCO LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
20,052,185
23,417,265
Tangible assets
11
43,428
25,781
Investments
12
-
0
806
20,095,613
23,443,852
Current assets
Debtors
14
4,326,936
3,321,444
Cash at bank and in hand
4,987,276
3,130,001
9,314,212
6,451,445
Creditors: amounts falling due within one year
15
(4,534,272)
(4,578,918)
Net current assets
4,779,940
1,872,527
Total assets less current liabilities
24,875,553
25,316,379
Creditors: amounts falling due after more than one year
16
(16,263,873)
(15,505,221)
Net assets
8,611,680
9,811,158
Capital and reserves
Called up share capital
18
801,575
801,575
Share premium account
19
12,320,510
12,320,510
Capital redemption reserve
20
57,600
57,600
Profit and loss reserves
(4,568,005)
(3,368,527)
Total equity
8,611,680
9,811,158

The notes on pages 13 to 26 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 24 August 2026 and are signed on its behalf by:
24 August 2026
B A Hamill
Director
Company registration number 13784945 (England and Wales)
REDGRAVE TOPCO LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
1
1
1
1
Current assets
Debtors
14
31,371,395
31,150,116
Creditors: amounts falling due within one year
15
(4,295,960)
(4,285,158)
Net current assets
27,075,435
26,864,958
Total assets less current liabilities
27,075,436
26,864,959
Creditors: amounts falling due after more than one year
16
(16,254,381)
(15,050,364)
Net assets
10,821,055
11,814,595
Capital and reserves
Called up share capital
18
801,575
801,575
Share premium account
19
12,320,510
12,320,510
Capital redemption reserve
20
57,600
57,600
Profit and loss reserves
(2,358,630)
(1,365,090)
Total equity
10,821,055
11,814,595

The notes on pages 13 to 26 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £993,540 (2024 - £931,742 loss).

The financial statements were approved by the board of directors and authorised for issue on 24 August 2026 and are signed on its behalf by:
24 August 2026
B A Hamill
Director
Company registration number 13784945 (England and Wales)
REDGRAVE TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
4,285,440
4,390,430
Income taxes paid
(1,433,873)
(876,115)
Net cash inflow from operating activities
2,851,567
3,514,315
Investing activities
Purchase of tangible fixed assets
(40,952)
(17,257)
Purchase of subsidiaries, net of cash acquired
-
(806)
Proceeds from disposal of subsidiaries, net of cash disposed
806
-
Interest received
122,133
71,385
Net cash generated from investing activities
81,987
53,322
Financing activities
Repayment of borrowings
-
(1,903,183)
Repayment of bank loans
(951,909)
(622,095)
Interest paid
(124,800)
(354,016)
Net cash used in financing activities
(1,076,709)
(2,879,294)
Net increase in cash and cash equivalents
1,856,845
688,343
Cash and cash equivalents at beginning of year
3,130,001
2,441,658
Cash and cash equivalents at end of year
4,986,846
3,130,001
Relating to:
Cash at bank and in hand
4,987,276
3,130,001
Bank overdrafts included in creditors payable within one year
(430)

The notes on pages 13 to 26 form part of these financial statements.

REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

The principal activity of Redgrave Topco "The Company" is that of a holding company. The principal activity of the Group is the provision of specialist recruitment consultancy services.

 

The Company is a private company limited by shares and is incorporated in England and Wales.

 

The registered office address and principal place of business is 4th Floor, 2 Savoy Court, London, WC2R 0EZ.

1.1
Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

 

The preparation of financial statements in compliance with FRS 102 requires the use of certain

critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 2).

 

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:

Functional and presentation currency

 

The Group'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.

1.2
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 Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.3
Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.

 

The Group made a loss of £1,119,478 during the year, reporting net current assets of £4,779,940 and an overall net asset position of £8,611,680 The Group, as for any business, relies upon the generation of profits and cash to create working capital to meet its liabilities as they fall due. Based on the results to date and future projections, the directors are confident that the Group will continue to meet its liabilities as they fall due, looking forward at least twelve months from the date of signing these financial statements.

1.4
Revenue

Revenue from the provision of specialist recruitment services is recognised, exclusive of Value

Added Tax and discounts on the following bases:

 

a) Revenue from retained mandates.

- the first tranche upon the earlier of:

(i) the production of candidate shortlist or;

(ii) one month after the initial engagement invoice is raised;

 

- the second tranche upon production of a candidate shortlist;

- the final tranche upon the acceptance of offer by the candidates.

 

b) Revenue from contingent placements is recognised upon the acceptance of offer by the candidate.

 

c) Revenue from interim placements is recognised when the placement services are provided.

 

d) Revenue from amounts billed to clients for expenses incurred on their behalf is recognised when the expense is incurred.

 

1.5
Intangible fixed assets - goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Income and Retained Earnings over its useful economic life of 10 years.

1.6
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 leashold property
20% Straight line
Computer equipment
33% Straight line
REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -

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.

 

 

1.7
Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

1.8
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.

1.9
Financial instruments

The Company and Group only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans to and from related parties and investments in non-puttable ordinary shares.

(i) Financial assets

Basic financial assets, including trade and other debtors, and amounts due from related companies,are initially recognised at transaction price, 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.

 

Such assets are subsequently carried at amortised cost using the effective interest method.

 

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 the Statement of Comprehensive Income

 

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

(ii) Financial liabilities

Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of

interest.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.

 

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires

REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Offsetting

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.

1.10
Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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 operates and generates income.

1.11
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.

1.12
Operating Lease: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term.

1.13

Interest Income

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

1.14

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.

REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
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.

Critical judgements

(a) Useful economic life of goodwill

 

The useful economic life of the goodwill arising on consolidation is subject to estimation. In line with FRS 102, the directors have determined that the goodwill should be amortised over a 10 year period, the maximum amount allowed, given that the business have strong financial performance. Should the performance of the businesses change in the future, the directors will amend their estimate of the useful economic life of the goodwill.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Permanent Revenue
14,498,858
13,456,145
Interim,Assessment & Other Revenue
3,317,174
1,685,508
17,816,032
15,141,653
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
14,820,178
12,905,892
Rest of Europe
1,954,244
1,547,402
Rest of the World
1,041,610
688,359
17,816,032
15,141,653
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Exchange losses
8,548
763
Depreciation of owned tangible fixed assets
23,305
31,484
Amortisation of intangible assets
3,365,080
3,365,080
Operating lease charges
239,458
185,750
REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
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
10,801
10,300
Audit of the financial statements of the company's subsidiaries
19,563
20,606
30,364
30,906
For other services
Taxation compliance services
9,916
12,994
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
47
41
2
2

Their aggregate remuneration comprised:

Group
Company
2025
Restated
2024
2025
2024
£
£
£
£
Wages and salaries
8,094,562
6,519,822
-
0
-
0
Social security costs
1,064,938
817,076
-
-
Pension costs
248,803
233,143
-
0
-
0
9,408,303
7,570,041
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
391,516
537,321
REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Directors' remuneration
(Continued)
- 19 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
391,516
537,321
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
260,274
145,412
Other interest on loans
1,043,939
1,140,491
Other interest
24,172
30,252
Total finance costs
1,328,385
1,316,155
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,047,576
1,017,020

The actual 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
(151,902)
(48,664)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(37,976)
(12,166)
Tax effect of expenses that are not deductible in determining taxable profit
244,282
187,916
Non-tax deductible amortisation of goodwill and impairment
841,270
841,270
Taxation charge
1,047,576
1,017,020

Factors that may affect future tax charges

 

There are no factors that may influence future tax charges.

REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2025 and 31 December 2025
33,650,796
Amortisation and impairment
At 1 January 2025
10,233,531
Amortisation charged for the year
3,365,080
At 31 December 2025
13,598,611
Carrying amount
At 31 December 2025
20,052,185
At 31 December 2024
23,417,265
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
11
Tangible fixed assets
Group
Short-term leashold property
Computer equipment
Total
£
£
£
Cost
At 1 January 2025
134,977
166,037
301,014
Additions
-
0
40,952
40,952
At 31 December 2025
134,977
206,989
341,966
Depreciation and impairment
At 1 January 2025
134,977
140,256
275,233
Depreciation charged in the year
-
0
23,305
23,305
At 31 December 2025
134,977
163,561
298,538
Carrying amount
At 31 December 2025
-
0
43,428
43,428
At 31 December 2024
-
0
25,781
25,781
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
806
1
1
£
Cost or valuation
At 1 January 2025 and 31 December 2025
1
Carrying amount
At 31 December 2025
1
At 31 December 2024
1
13
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Redgrave Bidco Limited
4th Floor, 2 Savoy Court,
London, WC2R 0EZ
Ordinary Shares
100.00
-
Redgrave Holdings Limited
4th Floor, 2 Savoy Court,
London, WC2R 0EZ
Ordinary Shares
0
100.00
Redgrave Search Limited
4th Floor, 2 Savoy Court,
London, WC2R 0EZ
Ordinary Shares
0
100.00
Redgrave Search LLC
41 Sate Street,Suite 112,Albany,New York,12207
LLC
0
100.00
14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,449,664
1,921,752
-
0
-
0
Amounts owed by group undertakings
1,883
125,942
31,308,411
31,087,131
Other debtors
67,697
76,876
62,984
62,985
Prepayments and accrued income
807,692
1,196,874
-
0
-
0
4,326,936
3,321,444
31,371,395
31,150,116

Within amounts owed by group undertakings is a loan balance of £7,376,003 which is unsecured, accruing interest at 3% per annum, has no fixed date of repayment and is repayable on demand.

 

The remainder of the balance within amounts owed by group undertakings is unsecured, interest free with no fixed date of repayment and is repayable on demand.

REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
17
430
506,543
-
0
-
0
Trade creditors
310,687
469,182
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
4,286,058
4,275,258
Corporation tax payable
626,993
1,013,290
-
0
-
0
Other taxation and social security
1,310,459
731,405
-
0
-
0
Other creditors
58,252
35,160
-
0
-
0
Accruals and deferred income
2,227,451
1,823,338
9,902
9,900
4,534,272
4,578,918
4,295,960
4,285,158

Further details regarding the loans included within creditors are disclosed in note 17.

The balance within amounts owed to group undertakings is unsecured, interest free with no fixed date of repayment and is repayable on demand.

16
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
17
-
0
445,366
-
0
-
0
Other borrowings
17
11,905,922
11,905,922
11,905,922
11,905,922
Accruals and deferred income
4,357,951
3,153,933
4,348,459
3,144,442
16,263,873
15,505,221
16,254,381
15,050,364
17
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
-
0
951,909
-
0
-
0
Bank overdrafts
430
-
0
-
0
-
0
Other loans
11,905,922
11,905,922
11,905,922
11,905,922
11,906,352
12,857,831
11,905,922
11,905,922
Payable within one year
430
506,543
-
0
-
0
Payable after one year
11,905,922
12,351,288
11,905,922
11,905,922

The bank loan was been secured against whole of the property, assets and rights of the subsidiary undertakings. Interest was accruing on the loan balance at the Bank of England base rate plus 3.5%.

The bank loan was repaid in full on 12 March 2026 and the charge arising from the bank loan was fully discharged on 12 March 2026.

REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
17
Loans and overdrafts
(Continued)
- 23 -

Other loans include unsecured loans due to investors and key management personnel, due for repayment in 2027 and accruing interest at 8%.

18
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Class A Ordinary shares of £1 each
228,882
228,882
228,882
228,882
Class B Ordinary shares of 50p each
212,402
212,402
106,201
106,201
Class C Ordinary Shares shares of £1 each
288,353
288,353
288,353
288,353
Class D Ordinary Shares (partially paid) of £1 each
62,900
62,900
62,900
62,900
792,537
792,537
686,336
686,336
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
of 1p each
11,523,900
11,523,900
115,239
115,239
Preference shares classified as equity
115,239
115,239
Total equity share capital
801,575
801,575

Each class of Ordinary shares carries one vote per share. The Preference shares do not have any voting rights.

 

Ordinary A shares rank pari passu in respect of dividends and distributions, subject to any specific provisions in the articles.

Ordinary B shares rank alongside the Ordinary A and C shares for capital distributions but may carry different rights to dividends as set out in the articles of association.

Ordinary C shares rank pari passu with the other ordinary share classes for capital but may participate in dividends in accordance with the specific provisions of the articles.

 

The preference shares have no right to receive a dividend.

 

19
Share premium account
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning and end of the year
12,320,510
12,320,510
12,320,510
12,320,510

The share premium account represents the amounts paid in excess of the nominal value for the preference shares issued.

REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
20
Capital redemption reserve
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning and end of the year
57,600
57,600
57,600
57,600

The Capital redemption reserve represents the amounts paid above the nominal value of the ordinary shares repurchased in a prior period.

 

21
Profit and loss account

The profit and loss account represent the accumulated profits and losses.

22
Pension Commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £234,925 (2024: £233,143). Contributions totalling £33,190 (2024: £13,565) were payable to the fund at the reporting date and are included in creditors.

23
Contingent Liabilities

The Group forms part of a VAT group with other 100% controlled subsidiaries of Redgrave Topco Limited.The Group carries joint and several liability for all group VAT balances.

24
Operating lease commitments
Lessee

At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
210,627
218,530
-
-
Between two and five years
1,042,220
54,632
-
-
In over five years
880,033
-
-
-
2,132,880
273,162
-
-
REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
25
Related party transactions
Transactions with related parties

Where possible, the Company has taken advantage of the exemption conferred by FRS 102 section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.

 

Included within other debtors is an amount due from shareholders of £62,900 (2024: £62,900).

 

Included within creditors due in more than one year are amounts due to shareholders of £11,908,626 (2024: £15,050,364).

 

Included within interest payable is interest paid to shareholders of £4,348,459 (2024: £1,140,491).

 

Included in revenue is an amount of £90,332 earnt from a company that hold a minority shareholding in the Group (2024:nil). Also included within other debtors is an amount of £40,332 (2024:nil) due from the company.

 

Included within other debtors is an amount of £1,883 due from an entity of which a director of the company is a member (2024:£1,369).

26
Controlling party

There is no ultimate controlling party of the Company or the Group.

27
Cash generated from group operations
2025
2024
£
£
Loss after taxation
(1,199,478)
(1,065,684)
Adjustments for:
Taxation charged
1,047,576
1,017,020
Finance costs
1,328,385
1,316,155
Investment income
(122,133)
(71,385)
Amortisation and impairment of intangible assets
3,365,080
3,365,080
Depreciation and impairment of tangible fixed assets
23,305
31,484
Movements in working capital:
Increase in debtors
(1,005,492)
(802,439)
Increase in creditors
848,197
600,199
Cash generated from operations
4,285,440
4,390,430
REDGRAVE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
28
Analysis of changes in net debt - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
3,130,001
1,857,275
4,987,276
Bank overdrafts
-
0
(430)
(430)
3,130,001
1,856,845
4,986,846
Borrowings excluding overdrafts
(12,857,831)
951,909
(11,905,922)
(9,727,830)
2,808,754
(6,919,076)
REDGRAVE TOPCO LIMITED
PARENT COMPANY INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
2025
2024
£
£
Administrative expenses
(10,801)
(12,531)
Interest receivable and similar income
-
0
221,280
Interest payable and similar expenses
(982,739)
(1,140,491)
Loss before taxation
(993,540)
(931,742)
Tax on loss
-
0
-
0
Loss for the financial year
(993,540)
(931,742)
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