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

The company is an intermediate holding company, holding shares in its trading subsidiary as shown in notes 13 and 14.

The profit reported for the year, principally arises on the group dividend received from its subsidiary, less interest incurred on the debenture loans. Overheads incurred are predominately recharged to other group companies.

At the year end, the company has net assets of £3,027,023 (2024: £4,172,735) which the directors believe is sufficient for an intermediate holding company.

As a non-trading intermediate parent company, with recharges of expenses to group companies, and receipt of group dividends, the company predominately is funded by way of group funding. The company does incur interest on debenture loans and as such has exposure to a number of risks which are described in more detail below. The directors review and agree policies for managing these risks. These policies have remained unchanged from previous years.

Liquidity risk

The company seeks to manage financial risk by ensuring liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short-term flexibility is achieved by way of funding obtained from fellow group companies as required.

Interest rate risk

The company finances its operations through a combination of retained profits, intra-group loans and debenture loans. The company's exposure to interest rate fluctuations on its borrowings is managed by the use of fixed facilities.

The company reviews and monitors its performance against a number of key performance indicators both financial and non-financial. As an intermediate holding company, the principal measures include dividends received from subsidiaries, profit before tax and net assets. These are reviewed by the management team and reported to the Board on a monthly basis.

The Directors have and will continue to monitor all of the KPI’s and daily operating controls and maintain a strong focus on increasing performance in all aspects of the business.

The main KPI’s and corresponding results are as follows:

•    Dividends received £4.40m (2024: £3.72m)

•    Profit before tax £2.44m (2024: £1.15m)

•    Net assets £3.02m (2024: £4.17m)

The company continues to receive dividends from its profitable trading subsidiary, which resulted in the increased profit before tax reported for 2025.

The reduction in net assets at the balance sheet date is due to the voting of intra-group dividends of £3.59m (2024: Nil) up to the parent company. The Directors are satisfied that sufficient net assets have been retained in the company.

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 continued to be that of an intermediate holding company.

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

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

The company will continue to be an intermediate holding company. The future success of the company is linked to its trading subsidiaries.

The wider group, is investing significantly in its people and IT systems in order to sustain future growth. In addition, the continued to invest heavily in targeted advertising in order to enhance revenues.

The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 company and of the profit or loss of the company 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; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company’s auditor 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 company’s auditor 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.

We have audited the financial statements of Navigate Bidco Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 company's affairs as at 31 December 2025 and of its 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 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 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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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 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 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.

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.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the Directors (as required by auditing standards) and discussed with the Directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect; laws related to Health and Safety, Employment, UK Companies Act, Pension Legislation and Tax Legislation.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

We design procedures in line with our responsibilities, outline below to detect material misstatement due to fraud:

• Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud

• Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud

• Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud.

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 company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

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

Navigate Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 22 Old Bond Street, London, W1S 4PY.

The prior accounting period was shortened to 31 December 2024 from 30 April 2025, creating an 8 month period in order to align with the parent company. Consequently the balances presented for the year within the financial statements (including the related notes) are not entirely comparable with the prior period.

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 £1.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Navigate Bidco Limited is a wholly owned subsidiary of Navigate Midco Limited and the results of Navigate Bidco Limited are included in the consolidated financial statements of Navigate Topco Limited which are available from 3rd Floor, 22 Old Bond Street, London, W1S 4PY.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

At the balance sheet date, the company had net current liabilities of £16,364,454 (2024: £13,581,555) of which £16,121,988 (2024: £10,547,779) is due to group undertakings. The ultimate parent has confirmed that it will continue to financially support the company for at least 12 months from signing the financial statements.

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 head office support and management services provided in the normal course of business, shown net of VAT and other sales related taxes.

Revenue for the provision of professional services is recognised by reference to the period in which the service was provided.

Other income

Dividend income receivable from subsidiary companies is recognised in the period they are voted.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

The company 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 company's balance sheet when the company 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, 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.

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 company 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 company 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

In the application of the company’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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The carrying value of investments is initially recognised at cost, less any impairment deemed necessary, should there be a permanent diminution in value.

Annual impairment reviews are undertaken by the board considering both the net assets of the subsidiaries, current and future profitability linked to the EBITDA multiple established on acquisition. Impairment indicators may include a reduction in turnover or profitability.

During the year, no impairment losses have been considered necessary (2024: £1,712,351).

Refer to note 13, showing the fixed assets investment carrying values impacted by this key accounting estimate.

The deferred consideration payment terms have been reviewed. In accordance with FRS102 as this liability is non-interest bearing and is payable in greater than 12 months, the liability needs to be discounted. The average interest on debt instruments in the company of 12.4% p.a. has been calculated as an estimated market rate of interest and the non current balance has been discounted to present value, creating an interest charge of £Nil (2024: £404,508).

Refer to note 17, showing the balance impacted by this key accounting estimate.

Audit fees are borne by Compass CHC Limited, an indirect subsidiary.

The company does not operate a payroll in its own name and as such there were no employees during the year (2024: Nil).

Wage costs are recharged by a fellow group company on a specific individual basis at cost which amounted to £83,230 (2024: £46,176), relating to 1 company director.

The aggregate recharged payroll costs comprised:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

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:

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

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

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

Debenture loans are secured by fixed floating charge over all the undertakings of the company.

Debenture loans are secured by fixed floating charge over all the undertakings of the company.

Other creditors relate to deferred consideration, with an absolute liability of £Nil (2024: £4,000,000). The liability recognised at the balance sheet date is £Nil (2024: £3,595,492), after being discounted at a market rate of interest of 12.4% per annum.

Debenture loans are secured by fixed floating charge over all the undertakings of the company.

Debenture loans represent loans in favour of Thin Cats Limited. An element of the loan is repayable in over 5 years and a further element repayable in 5 years, at an interest rate of SONIA + 7.5% per annum.

Ordinary shares of £1 each, have the sole right to receive notice of and to attend, note and speak at any general meeting of the company and shall be entitled to vote on any written resolution of the company. They also have discretionary rights to dividends and return on capital and are not redeemable.

Preference shares of 1p each, do not carry voting rights within the company. The preference shares receive a fixed preferential dividend and are redeemable. On the event of the company being wound up or liquidated, preference shareholders will be ranked before Ordinary shareholders in the distribution of any remaining funds.

There is an unconditional and irrevocable guarantee in the favour of TC loans Limited dated 10 May 2024 given by Compass CHC Limited, Navigate Bidco Limited and Navigate Midco Limited. This contains a floating charge over the assets within the companies listed above. As at 31 December 2025, the total group liability stood at £11,249,972 (2024: £9,000,000).

The company has taken advantage of the exemption allowed by Financial Reporting Standard 102, "Related party disclosures" Section 33.1A not to disclose details of related party transactions with entities that are 100% owned members of the same group. There are no other related party transactions other than as disclosed.

The immediate parent company is Navigate Midco Limited, a company incorporated in England and Wales.

The smallest group into which the results for this company is consolidated is Navigate Topco Limited, a company registered in England and Wales. These consolidated financial statements are available from the registered address, 3rd Floor 22 Old Bond Street, London, W1S 4PY.

The ultimate parent company is Omni Partners LLP, a Limited Liability Partnership registered in England and Wales. Omni Partners LLP is the largest group into which the financial results are consolidated. These consolidated financial statements are available from the registered address, 3rd Floor 22 Old Bond Street, London, W1S 4PY.

The ultimate controlling party is considered to be S A Clark by virtue of his majority control of Omni Partners LLP.