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

2025 was a year of investment and expansion for Benchmark International. The Group entered the Nordic region, increased its investment in South Africa and strengthened its position across Benelux. Revenue and operating profit were lower than in 2024, reflecting the timing and value of transaction completions, but origination activity remained strong across every territory and the Group entered 2026 with a larger than normal pipeline of live mandates.

Benchmark International is a global mergers and acquisitions firm specialising in exclusive sell side mandates. The business takes an industry agnostic approach, enabling it to work across a wide range of sectors and regions, with a significant proportion of its work being cross border.

The parent company, Equitas Capital Partners Limited, trading as Benchmark International, is based in Manchester and oversees operations in the UK, Ireland, Germany, the Netherlands, Sweden and South Africa. This report covers Equitas Capital Partners Limited and its subsidiaries only.

At the centre of the firm’s offering is its proprietary strategy, Fingerprint. This is a data driven, entrepreneur focused approach tailored to each client’s specific exit goals. It combines market insight, industry knowledge and advanced sales techniques to deliver successful outcomes.

Benchmark International has maintained its position as a leader in the middle market M&A sector and continues to invest in the tools and technology that support its operations.

The directors took the decision to carry the cost base through a slower year rather than reduce capacity, and to fund entry into new markets from it. They believe this has strengthened the Group’s platform and positioned it well for growth in 2026 and beyond.

As a firm operating in a competitive and fast-moving sector, Benchmark International faces a range of risks. These include economic uncertainty, changes in financial markets, evolving regulation and the impact of emerging technologies such as artificial intelligence.

The most significant risk to financial performance is the timing of transaction completions. When a transaction moves from one financial year into the next, the fee income moves with it, and in slower market conditions transactions take longer to complete. The business manages this risk through the scale and diversity of its pipeline, by maintaining strong origination activity across all territories, and by holding sufficient cash reserves to absorb timing differences between completions.

The Group also remains focused on operational risk management, including cyber security, robust compliance procedures and high service standards. Continued investment in innovation and resilience has further strengthened its ability to respond to future challenges.

2025 was a year of expansion into new markets. Benchmark International entered the Nordic region through the opening of its Stockholm office and continued to grow the Benelux team in the Amsterdam office. Investment also continued in people, systems and the core technology used across all territories.

The UK, Ireland, DACH and Africa remained the largest contributors to Group income, while the developing markets-built momentum and increased their contribution to future opportunity.

Key performance indicators, including revenue, profitability, client outcomes, staff engagement and market presence, are monitored by the board throughout the year.

The board monitors a range of financial and non financial indicators throughout the year. The principal KPIs for the year were as follows:

Revenue and operating profit were lower than in 2024, reflecting the timing and value of transaction completions. Headcount grew during the year and international revenue remained a significant share of group income, consistent with the investment in new markets described above. The group ended the year debt free with a strong cash position.

The global M&A market remained challenging during 2025, with buyers taking longer to make decisions and transactions taking longer to complete. Benchmark International responded by continuing to invest in growth opportunities and build its pipeline rather than reducing capacity.

The focus during 2026 will be on growing market share in the Nordic and Benelux regions, launching operations in Iberia and converting the pipeline of live mandates into completed transactions. The Group expects its recent investments in new markets to make an increasing contribution as they mature.

Benchmark International continues to operate to high ethical standards and is committed to sustainable business practices. It supports a range of corporate social responsibility initiatives, including environmental programmes, community engagement and workplace inclusion, and remains committed to reducing waste and energy consumption, supporting charitable causes and building a culture that reflects the diverse communities it serves.

Conclusion

The directors are pleased with the progress made during 2025 in expanding the Group’s international presence and investing for future growth. Market conditions were difficult and financial performance was affected by the timing and value of transaction completions, which is an inherent feature of the M&A sector. The Group enters 2026 with an expanded international footprint, a growing client base and a strong pipeline of opportunities, and the board is confident that the foundations built during 2025 will support sustainable growth and create long term value.

On behalf of the board

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

The principal activity of the company and group continued to be that of a Company Sales Specialist.

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

Ordinary dividends were paid amounting to £6,165,329. The directors do not recommend payment of a further dividend.

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

There have been no research & development activities in the period.

Please see detailed review of the business outlook in the strategic report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

We have audited the financial statements of Equitas Capital Partners Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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:

• 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.

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 parent company or to cease operations, or have no realistic alternative but to do so.

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As a result of our procedures we did not identify any key audit matters related to the potential risk of fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

Our procedures to respond to risks identified included the following:

- Enquiry of management around actual and potential litigation and claims.

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

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

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.

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

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £4,103,764 (2024 - £2,805,662 profit).

Equitas Capital Partners Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is One New Bailey, 4 Stanley Street, Manchester, M3 5JL.

The group consists of Equitas Capital Partners Limited and all of its subsidiaries.

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Equitas Capital Partners Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

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

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

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

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue is recognised in two stages. An initial engagement fee is payable on agreeing contract terms, as a contribution towards the costs of the project, and is recognised at that point. A success fee is recognised on completion of a transaction, whether structured as a sale of shares, assets or goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

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

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

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

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

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

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

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

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

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

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

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

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

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

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

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

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

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

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.

The only estimates applied are the useful economic lives of tangible and intangible fixed assets.

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

Their aggregate remuneration comprised:

Directors' remuneration was paid in full by subsidiary companies. No director received any remuneration from the parent.

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

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

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

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

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

On 15 July 2026, Equitas Capital Partners Limited completed the acquisition of a 24% shareholding previously held by a non-controlling interest in Benchmark International (Pty) Ltd and Benchmark International CSS ZA (Pty) Ltd. Following the transaction, the Group's ownership in both entities increased from 52% to 76%, with the remaining 24% interest retained by a non-controlling interest. As the transaction occurred after the reporting date, it has not been reflected in the financial statements for the year ended 31 December 2025.

The directors are not aware of any other material event which occurred after the reporting date and up to the date of this report.

The company has taken advantage of the exemption under Financial Reporting Standard 102 from disclosing transactions with wholly owned group companies.

During this financial year, sale of services totaling £ 186,789 (2024: £ 218,348 ) net of VAT were made by Equitas Capital Partners Limited to Benchmark International CSS ZA (Pty) Ltd a majority owned subsidiary, and at the year end the amount outstanding in relation to these sales was £ 16,197 (2024: £ 16,175). All transactions and outstanding balances were eliminated on consolidation in the Group Accounts.

During this financial year, sale of services totaling £ 121,408 (2024: £ 118,287) net of VAT were made by Equitas Capital Partners Limited to Benchmark International CSS GmbH a majority owned subsidiary, and at the year end the amount outstanding in relation to these sales was £ 8,698 (2024: £ 9,754). All transactions and outstanding balances were eliminated on consolidation in the Group Accounts.

During this financial year, sale of services totaling £ 59,646 (2024: £ nil) net of VAT were made by Equitas Capital Partners Limited to Benchmark CSS B.V a majority owned subsidiary, and at the year end the amount outstanding in relation to these sales was £ 4,781 (2024: £ nil ). All transactions and outstanding balances were eliminated on consolidation in the Group Accounts.

During this financial year, Benchmark International (Pty) Ltd a majority owned subsidiary, incurred management fees of £ 120,396 (2024: £ 94,812) which were payable to entities controlled by their shareholders. Amount owed at year end was £nil (2024: £nil).

During this financial year, Benchmark International CSS ZA (Pty) Ltd a majority owned subsidiary, incurred management fees of £ 109,798 (2024: £ 94,812) which were payable to entities controlled by their shareholders. Amount owed at year end was £nil (2024: £nil).

During this financial year, License costs of £ 503,631 (2024: £ 1,111,633) were payable to an entity under control by a director and shareholder of Equitas Capital Partners Limited, and at the year-end amount owed in relation to these costs was £ nil (2024: £ 601,741).

In addition, during this financial year, sale of services totaling £ 230,482 (2024: £ 217,542) net of VAT were made by Equitas Capital Partners Limited to the entity owned and controlled by a director and shareholder of Equitas Capital Partners Limited, and at the year end the amount outstanding in relation to these sales was £ nil (2024: £ nil).

During this financial year, sale of services totaling £ 46,954 (2024: £ 281,014) net of VAT were made by Benchmark International (Pty) Ltd to Benchmark International CSS ZA (Pty) Ltd, and at the year end the amount outstanding in relation to these sales was £ nil (2024: £ nil). All transactions and outstanding balances were eliminated on consolidation in the Group Accounts.

At the year end, Equitas Capital Partners Ltd has a balance owed from Benchmark International CSS S.L to the amount of £ 2,552 (2024: £ nil). Interest is payable on the loan amount and the interest charged in the year was £ 37 (2024: £ nil ). The loan is repayable when cashflow permits. All transactions and outstanding balance were eliminated on consolidation in the Group Accounts.

At the year end, Equitas Capital Partners Ltd has a balance owed from Benchmark International CSS (Pty) Ltd to the amount of £ 55,485 (2024: £ 52,232). The amount is repayable when cashflow permits. All transactions and outstanding balance were eliminated on consolidation in the Group Accounts.

At the year end, Equitas Capital Partners Ltd has a balance owed from Benchmark International CSS B.V to the amount of £ 132,279 (2024: £ nil). Interest is payable on the loan amount and the interest charged in the year was £ 1,722 (2024: £ nil ). The loan is repayable when cashflow permits. All transactions and outstanding balance were eliminated on consolidation in the Group Accounts.

At the year end, Benchmark International GmbH has a balance owed from Benchmark International CSS B.V to the amount of £ 408,945 (2024: £ nil). Interest is payable on the loan amount and the interest charged in the year was £ 6,033 (2024: £ nil ). The loan is repayable when cashflow permits. All transactions and outstanding balance were eliminated on consolidation in the Group Accounts.

At the year end, Benchmark International B.V has a balance owed from Benchmark International CSS B.V to the amount of £ 226,375 (2024: £ nil). Interest is payable on the loan amount and the interest charged in the year was £ 2,671 (2024: £ nil ). The loan is repayable when cashflow permits. All transactions and outstanding balance were eliminated on consolidation in the Group Accounts.

At the year end, Benchmark International CSS ZA (Pty) Ltd has a balance owed from Benchmark International (Pty) Ltd to the amount of £ 16,175 (2024: £ 1,689). The amount is repayable when cashflow permits. All transactions and outstanding balance were eliminated on consolidation in the Group Accounts.

Dividends totalling £6,165,329 (2024 - £5,000,000) were paid in the year in respect of shares held by the company's directors.