Harbour Group Holdings Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 13905075

Harbour Group Holdings Limited

Financial Statements

For the year ending

31 December 2025

Harbour Group Holdings Limited

Financial Statements

Year ended 31 December 2025

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	4

Independent auditor's report to the members	6

Consolidated statement of comprehensive income	11

Consolidated statement of financial position	12

Company statement of financial position	13

Consolidated statement of changes in equity	14

Company statement of changes in equity	15

Consolidated statement of cash flows	16

Notes to the financial statements	17

Harbour Group Holdings Limited

Officers and Professional Advisers

The board of directors	C V Ryan
	K C Nichol
	P D Hammersley
	R M Jameson
	H D E Varney

Registered office	71-75 Shelton Street
	Covent Garden
	London
	WC2H 9JQ

Auditor	Streets Audit LLP
	Chartered accountants & statutory auditor
	Enterprise House
	38 Tyndall Court
	Commerce Road
	Lynch Wood
	Peterborough
	Cambridgeshire
	PE2 6LR

Harbour Group Holdings Limited

Strategic Report

Year ended 31 December 2025

Harbour Group Holdings Limited is a UK-based private limited company incorporated in 2024 which provides marketing communications services to clients primarily based in the UK. During 2024 we completed our first three acquisitions of Curious Productions Limited, Flourish Direct Marketing Limited (since re-named Flourish CRM Limited) and Harbour Collective Limited. The Company's operations include CRM consultancy, campaign development & deployment and creative services, production and asset management through its subsidiaries as well as offering a wider range of services via its collective - a network of affiliated agencies. During the year ended 31 December 2025, the business focused on integrating the newly acquired businesses and applying best practice discipline to the management of those businesses and the servicing of their clients as well as financial discipline and compliance. The Board is committed to responsible management of the Company and to maintaining transparent and accurate financial reporting. We aim to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties we face. We consider our key performance indicators are those that communicate the financial performance of the company as a whole being turnover and gross margin. For the year ended 31 December 2025 turnover was £11.1m (2024: £6.3m), the gross profit margin was 59.2% (2024: 57.4%) and closing net liabilities were £7.4m (2024 £2.4m). As for many businesses of our size, the business environment in which we operate continues to be challenging, but we are confident that the company will maintain or increase its market share during 2026. With the risks noted below and uncertainties in mind, we are aware that any plans for the future development of the business may be subject to unforeseen future events outside of our control. The company's principal financial instruments comprise cash, a loan provided by Beach Point Capital, a credit fund and various items, such as trade debtors and trade creditors, that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the company's acquisitions and operations. The existence of these financial instruments exposes the company to a number of financial risks. The main risks arising from the company's financial risks are credit risk, liquidity risk and interest rate risk. The directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years. Credit risk The company seeks to manage its credit risk by dealing with established customers or otherwise checking the credit worthiness of new customers, establishing clear contractual relationships with those customers and by identifying and addressing any credit issues arising in a timely manner. Liquidity risk The company seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Interest rate risk The company's exposure to market risk for the changes in interest rates relates primarily to its cash holdings, as its borrowing from Beach Point Capital has a fixed rather than variable interest rate. The arrangement with Beach Point Capital does not allow the company to use bank loan facilities such as overdrafts or revolving credit facilities. The company seeks to manage this risk by keeping bank borrowings to a minimum. Health & safety risk The company is not significantly exposed to health & safety risk owing to the nature of the business. The company seeks to manage this risk through internal expertise and external consultants where deemed necessary.

This report was approved by the board of directors on 29 September 2026 and signed on behalf of the board by:

H D E Varney

Director

Registered office:

71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

Harbour Group Holdings Limited

Directors' Report

Year ended 31 December 2025

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

Directors

The directors who served the company during the year were as follows:

K C Nichol
P D Hammersley
R M Jameson
H D E Varney

C V Ryan has been appointed as a director on 06/05/2026 .

Dividends

The directors do not recommend the payment of a dividend.

Future developments

The company has chosen to set out in the strategic report information about the results for the year, principal risks and uncertainties and the future developments of the company.

Financial instruments

The company has chosen to set out in the strategic report information about the results for the year, principal risks and uncertainties and the future developments of the company.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' 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 the company and 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 judgments and accounting estimates that are reasonable and prudent. 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. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information. The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.

This report was approved by the board of directors on 29 September 2026 and signed on behalf of the board by:

H D E Varney

Director

Registered office:

71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

Harbour Group Holdings Limited

Independent Auditor's Report to the Members of Harbour Group Holdings Limited

Year ended 31 December 2025

Opinion

We have audited the financial statements of Harbour Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 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 or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

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. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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:

- 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and sector in which it operates; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - enquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. 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.

Other matters

The prior period financial statements were not subject to audit and accordingly the comparatives included in these financial statements are unaudited.

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.

Heather McConnell

(Senior Statutory Auditor)

For and on behalf of

Streets Audit LLP

Chartered accountants & statutory auditor

Enterprise House

38 Tyndall Court

Commerce Road

Lynch Wood

Peterborough

Cambridgeshire

PE2 6LR

1 October 2026

Harbour Group Holdings Limited

Consolidated Statement of Comprehensive Income

Year ended 31 December 2025

			Period from
		Year to	1 Mar 24 to
		31 Dec 25	31 Dec 24
Note		£	£
Turnover	4	11,083,805	6,299,389

Cost of sales	4,525,627	2,683,942
	-------------	------------
Gross profit	6,558,178	3,615,447

Administrative expenses		7,711,844	4,156,729
Exceptional costs		1,178,423	544,630
		------------	------------
Operating loss	5	( 2,332,089)	( 1,085,912)

Other interest receivable and similar income		10,813	25,155
Interest payable and similar expenses	10	2,636,389	1,309,064
		------------	------------
Loss before taxation		( 4,957,665)	( 2,369,821)

Tax on loss	11	8,786	30,279
		------------	------------
Loss for the financial year		( 4,966,451)	( 2,400,100)
		------------	------------

Foreign currency retranslation	( 36,467)	–
	------------	------------
Total comprehensive income for the year	( 5,002,918)	( 2,400,100)
	------------	------------

All the activities of the group are from continuing operations.

Harbour Group Holdings Limited

Consolidated Statement of Financial Position

31 December 2025

	2025	2024
Note	£	£

Fixed assets

Intangible assets	12	14,215,301	17,222,681
Tangible assets	13	195,837	210,926
		-------------	-------------
		14,411,138	17,433,607

Current assets

Debtors	15	2,998,323	2,837,375
Cash at bank and in hand		1,077,319	1,196,597
		------------	------------
		4,075,642	4,033,972

Creditors: amounts falling due within one year	16	12,844,100		2,871,238
		-------------		------------
Net current (liabilities)/assets			( 8,768,458)	1,162,734
			-------------	-------------
Total assets less current liabilities			5,642,680	18,596,341

Creditors: amounts falling due after more than one year	17		13,013,115	20,954,282

Provisions

Taxation including deferred tax	19	32,295	41,871
		-------------	-------------
Net liabilities		( 7,402,730)	( 2,399,812)
		-------------	-------------

Capital and reserves

Called up share capital	22	263	263
Profit and loss account		( 7,402,993)	( 2,400,075)
		------------	------------
Shareholders deficit		( 7,402,730)	( 2,399,812)
		------------	------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 29 September 2026 , and are signed on behalf of the board by:

H D E Varney

Director

Company registration number: 13905075

Harbour Group Holdings Limited

Company Statement of Financial Position

31 December 2025

	2025	2024
Note	£	£

Fixed assets

Tangible assets	13	4,453	4,909
Investments	14	21,621,806	22,259,742
		-------------	-------------
		21,626,259	22,264,651

Current assets

Debtors	15	21,833	80,352
Cash at bank and in hand		88,254	10,205
		---------	--------
		110,087	90,557

Creditors: amounts falling due within one year	16	15,355,628		3,748,480
		-------------		------------
Net current liabilities			15,245,541	3,657,923
			-------------	-------------
Total assets less current liabilities			6,380,718	18,606,728

Creditors: amounts falling due after more than one year	17	13,013,115	20,954,282
		-------------	-------------
Net liabilities		( 6,632,397)	( 2,347,554)
		-------------	-------------

Capital and reserves

Called up share capital	22	263	263
Profit and loss account		( 6,632,660)	( 2,347,817)
		------------	------------
Shareholders deficit		( 6,632,397)	( 2,347,554)
		------------	------------

The loss for the financial year of the parent company was £ 4,284,843 (2024: £ 2,347,842 ).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 29 September 2026 , and are signed on behalf of the board by:

H D E Varney

Director

Company registration number: 13905075

Harbour Group Holdings Limited

Consolidated Statement of Changes in Equity

Year ended 31 December 2025

		Called up share capital	Profit and loss account	Total
		£	£	£
At 1 March 2024		100	–	100

Loss for the year			( 2,400,100)	( 2,400,100)
		----	------------	------------
Total comprehensive income for the year		–	( 2,400,100)	( 2,400,100)

Issue of shares		188	–	188
Redemption of shares		( 25)	25	–
		----	------------	------------
Total investments by and distributions to owners		163	25	188

At 31 December 2024		263	( 2,400,075)	( 2,399,812)

Loss for the year			( 4,966,451)	( 4,966,451)
Other comprehensive income for the year:
	Foreign currency retranslation	–	( 36,467)	( 36,467)
		----	------------	------------
Total comprehensive income for the year		–	( 5,002,918)	( 5,002,918)

		----	------------	------------
At 31 December 2025		263	( 7,402,993)	( 7,402,730)
		----	------------	------------

Harbour Group Holdings Limited

Company Statement of Changes in Equity

Year ended 31 December 2025

	Called up share capital	Profit and loss account	Total
	£	£	£
At 1 March 2024	100	–	100

Loss for the year		( 2,347,842)	( 2,347,842)
	----	------------	------------
Total comprehensive income for the year	–	( 2,347,842)	( 2,347,842)

Issue of shares	188	–	188
Redemption of shares	( 25)	25	–
	----	------------	------------
Total investments by and distributions to owners	163	25	188

At 31 December 2024	263	( 2,347,817)	( 2,347,554)

Loss for the year		( 4,284,843)	( 4,284,843)
	----	------------	------------
Total comprehensive income for the year	–	( 4,284,843)	( 4,284,843)

	----	------------	------------
At 31 December 2025	263	( 6,632,660)	( 6,632,397)
	----	------------	------------

Harbour Group Holdings Limited

Consolidated Statement of Cash Flows

Year ended 31 December 2025

	2025	2024
	£	£

Cash flows from operating activities

Loss for the financial year	( 4,966,451)	( 2,400,100)

Adjustments for:
Depreciation of tangible assets	87,356	65,279
Amortisation of intangible assets	1,828,957	1,066,892
Impairment of intangible assets	1,178,423	–
Other interest receivable and similar income	( 10,813)	( 25,155)
Interest payable and similar expenses	2,636,389	1,309,064
Loss on disposal of tangible assets	1,011	47,828
Tax on loss	18,475	30,279
Accrued expenses	2,093,381	1,119,280

Changes in:
Trade and other debtors	( 155,257)	( 2,145,178)
Trade and other creditors	174,600	511,783
	------------	------------
Cash generated from operations	2,886,071	( 420,028)

Interest paid	( 2,636,389)	( 1,309,064)
Interest received	10,813	25,155
Tax paid	( 186,020)	–
	------------	------------
Net cash from/(used in) operating activities	74,475	( 1,703,937)
	------------	------------

Cash flows from investing activities

Purchase of tangible assets	( 73,278)	( 324,033)
Acquisition of subsidiaries	–	( 18,289,573)
	------------	-------------
Net cash used in investing activities	( 73,278)	( 18,613,606)
	------------	-------------

Cash flows from financing activities

Proceeds from borrowings	( 117,068)	21,514,140
Proceeds from loans from group undertakings	( 3,407)	–
	------------	-------------
Net cash (used in)/from financing activities	( 120,475)	21,514,140
	------------	-------------

Net (decrease)/increase in cash and cash equivalents	( 119,278)	1,196,597
Cash and cash equivalents at beginning of year	1,196,597	–
	------------	------------
Cash and cash equivalents at end of year	1,077,319	1,196,597
	------------	------------

Harbour Group Holdings Limited

Notes to the Financial Statements

Year ended 31 December 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

Management has made an assessment of the Company’s ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern. Therefore, the financial statements continue to be prepared on the going concern basis.

Consolidation

The financial statements consolidate the financial statements of Harbour Group Holdings Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as disclosed in the accounting policies. Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as disclosed within the accounting policies. 1 Depreciation charge The annual depreciation charge for each class of tangible fixed asset is based on an estimate of the useful economic life of the respective assets. This is reviewed periodically by the directors to ensure that they reflect both the external and internal factors.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Exceptional items

Exceptional items are disclosed separately in the financial statements in order to provide further understanding of the financial performance of the entity. They are material items of income or expense that have been shown separately because of their nature or amount.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all material timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Goodwill	-	10 years straight line basis

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Land and buildings	-	20% straight line
Plant and machinery	-	15% reducing balance
Equipment	-	15 % reducing balance

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

The company holds basic financial instruments as defined in FRS102. The financial assets and financial liabilities of the company and their measurement basis are as follows: Financial assets - trade and other debtors are basic financial instruments and are debt instruments measured at amortised cost. Prepayments are not financial instruments. Cash at bank is classified as a basic financial instrument and is measured at amortised cost. Financial liabilities - trade creditors, accruals and other creditors are financial instruments, and are measured at amortised cost. Taxation and social security are not included in the financial instruments disclosure definition.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

		Period from
	Year to	1 Mar 24 to
	31 Dec 25	31 Dec 24
	£	£
Rendering of services	11,083,805	6,299,389
	-------------	------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

		Period from
	Year to	1 Mar 24 to
	31 Dec 25	31 Dec 24
	£	£
United Kingdom	9,203,537	5,572,049
Overseas	1,880,268	727,340
	-------------	------------
	11,083,805	6,299,389
	-------------	------------

5. Operating loss

Operating profit or loss is stated after charging:

		Period from
	Year to	1 Mar 24 to
	31 Dec 25	31 Dec 24
	£	£
Amortisation of intangible assets	1,828,957	1,066,892
Depreciation of tangible assets	87,356	65,279
Loss on disposal of tangible assets	1,011	47,828
Impairment of trade debtors	1,500	37,728
Foreign exchange differences	34,945	815
	------------	------------

6. Auditor's remuneration

		Period from
	Year to	1 Mar 24 to
	31 Dec 25	31 Dec 24
	£	£
Fees payable for the audit of the financial statements	57,500	43,750
	--------	--------

7. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2025	2024
	No.	No.
Production staff	92	86
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

		Period from
	Year to	1 Mar 24 to
	31 Dec 25	31 Dec 24
	£	£
Wages and salaries	5,898,702	3,065,419
Social security costs	575,526	308,786
Other pension costs	133,380	76,542
	------------	------------
	6,607,608	3,450,747
	------------	------------

The company had no staff costs and no employees in the current or previous year.

8. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

		Period from
	Year to	1 Mar 24 to
	31 Dec 25	31 Dec 24
	£	£
Remuneration	994,224	318,300
Company contributions to defined contribution pension plans	10,518	173
	------------	---------
	1,004,742	318,473
	------------	---------

Remuneration of the highest paid director in respect of qualifying services:

		Period from
	Year to	1 Mar 24 to
	31 Dec 25	31 Dec 24
	£	£
Aggregate remuneration	294,867	129,430
Company contributions to defined contribution pension plans	–	173
	---------	---------
	294,867	129,603
	---------	---------

9. Exceptional items

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Costs including legal fees in relation to acquisition of subsidiaries	–	544,630	–	544,630
Impairment	1,178,423	–	637,936	–
	------------	---------	---------	---------
	1,178,423	544,630	637,936	544,630
	------------	---------	---------	---------

Exceptional items in the year relate to the impairment of the goodwill on consolidation of Harbour Collective Limited totalling £1,178,423 in the group and the impairment of the investment in Harbour Collective Limited totalling £637,936 in the parent company accounts. Exceptional items in the prior year relate to costs including legal costs incurred for the acquisition of subsidiaries in the year totalling £544,630.

10. Interest payable and similar expenses

		Period from
	Year to	1 Mar 24 to
	31 Dec 25	31 Dec 24
	£	£
Interest on banks loans and overdrafts	1,099,977	21,468
Interest on deferred consideration	232,584	828,023
Other interest payable and similar charges	1,303,828	459,573
	------------	------------
	2,636,389	1,309,064
	------------	------------

11. Tax on loss

Major components of tax expense

		Period from
	Year to	1 Mar 24 to
	31 Dec 25	31 Dec 24
	£	£

Current tax:

UK current tax income	( 2,265)	43,967
Adjustments in respect of prior periods	20,627	–
	--------	--------
Total current tax	18,362	43,967
	--------	--------

Deferred tax:

Origination and reversal of timing differences	( 9,576)	( 13,688)
	-------	--------
Tax on loss	8,786	30,279
	-------	--------

Reconciliation of tax expense

The tax assessed on the loss on ordinary activities for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25 % (2024: 25 %).

		Period from
	Year to	1 Mar 24 to
	31 Dec 25	31 Dec 24
	£	£
Loss on ordinary activities before taxation	( 4,957,665)	( 2,369,821)
	------------	------------
Loss on ordinary activities by rate of tax	( 1,239,416)	( 592,455)
Adjustment to tax charge in respect of prior periods	20,627	–
Effect of expenses not deductible for tax purposes	440,524	336,058
Effect of capital allowances and depreciation	457,540	39,165
Effect of revenue exempt from tax	( 232,079)	–
Effect of different UK tax rates on some earnings	–	37,911
Utilisation of tax losses	561,590	–
Other tax adjustment to increase/(decrease) tax liability - desc in a/cs	–	209,600
	------------	------------
Tax on loss	8,786	30,279
	------------	------------

12. Intangible assets

Group	Goodwill
	£
Cost
At 1 January 2025 and 31 December 2025	18,289,573
	-------------
Amortisation
At 1 January 2025	1,066,892
Charge for the year	1,828,957
Impairment losses	1,178,423
	-------------
At 31 December 2025	4,074,272
	-------------
Carrying amount
At 31 December 2025	14,215,301
	-------------
At 31 December 2024	17,222,681
	-------------

The company has no intangible assets.

13. Tangible assets

Group	Land and buildings	Plant and machinery	Equipment	Total
	£	£	£	£
Cost
At 1 January 2025	16,288	174,922	69,052	260,262
Additions	2,405	63,690	7,183	73,278
Disposals	–	–	( 16,882)	( 16,882)
	--------	---------	--------	---------
At 31 December 2025	18,693	238,612	59,353	316,658
	--------	---------	--------	---------
Depreciation
At 1 January 2025	4,507	31,817	13,012	49,336
Charge for the year	6,714	47,232	33,410	87,356
Disposals	–	–	( 15,871)	( 15,871)
	--------	---------	--------	---------
At 31 December 2025	11,221	79,049	30,551	120,821
	--------	---------	--------	---------
Carrying amount
At 31 December 2025	7,472	159,563	28,802	195,837
	--------	---------	--------	---------
At 31 December 2024	11,781	143,105	56,040	210,926
	--------	---------	--------	---------

Company	Equipment	Total
	£	£
Cost
At 1 January 2025	5,301	5,301
Additions	1,174	1,174
	-------	-------
At 31 December 2025	6,475	6,475
	-------	-------
Depreciation
At 1 January 2025	392	392
Charge for the year	1,630	1,630
	-------	-------
At 31 December 2025	2,022	2,022
	-------	-------
Carrying amount
At 31 December 2025	4,453	4,453
	-------	-------
At 31 December 2024	4,909	4,909
	-------	-------

14. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 January 2025 and 31 December 2025	22,259,742
	-------------
Impairment
At 1 January 2025	–
Impairment losses	637,936
	-------------
At 31 December 2025	637,936
	-------------

Carrying amount
At 31 December 2025	21,621,806
	-------------
At 31 December 2024	22,259,742
	-------------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Registered office	Class of share	Percentage of shares held
Subsidiary undertakings
Harbour Collective Limited	71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ	Ordinary	100
Curious Productions Limited	3-4 Baker's Yard, London, United Kingdom, EC1R 3DD	Ordinary	100
Florish CRM Ltd	Grove House, Pembroke Grove, Clifton, Bristol, England, BS8 3DA	Ordinary	100
Flourish Digital Marketing FZ-LLC	Executive Office No.06, Building 08, Dubai Media City, Dubai, 502167	Ordinary	100

Harbour Collective Limited shares the same registered office as the parent company. The registered office of Curious Productions Limited is 3-4 Bakers Yars, London, EC1R 3DD and the registered office of Flourish CRM Ltd is Grove House, Pembroke Grove, Clifton, Bristol, BS8 3DA.

Harbour Collective Limited has claimed the exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies.

15. Debtors

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Trade debtors	2,329,939	2,080,419	2,100	15,120
Prepayments and accrued income	605,012	692,197	–	4,650
Other debtors	63,372	64,759	19,733	60,582
	------------	------------	--------	--------
	2,998,323	2,837,375	21,833	80,352
	------------	------------	--------	--------

16. Creditors: amounts falling due within one year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Bank loans and overdrafts	8,383,957	559,858	8,383,957	558,833
Trade creditors	474,070	395,749	55,008	17,075
Amounts owed to group undertakings	–	–	3,865,265	2,108,226
Accruals and deferred income	3,080,889	991,758	3,040,459	1,051,148
Corporation tax	284,632	407,909	–	–
Social security and other taxes	507,510	399,621	10,939	13,198
Obligations under finance leases and hire purchase contracts	–	381	–	–
Other creditors	113,042	115,962	–	–
	-------------	------------	-------------	------------
	12,844,100	2,871,238	15,355,628	3,748,480
	-------------	------------	-------------	------------

Bank loans and overdrafts are secured on the assets of the company. Banking arrangements have been renegotiated in 2026.

Obligations under finance leases and hire purchase contracts of £nil (2024: £381) are secured against the assets which they relate.

17. Creditors: amounts falling due after more than one year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Bank loans and overdrafts	–	7,941,167	–	7,941,167
Deferred consideration on Curious acquisition	7,613,586	7,613,586	7,613,586	7,613,586
Deferred consideration on Flourish acquisition	5,399,529	5,399,529	5,399,529	5,399,529
	-------------	-------------	-------------	-------------
	13,013,115	20,954,282	13,013,115	20,954,282
	-------------	-------------	-------------	-------------

Bank loans and overdrafts are secured on the assets of the company.

18. Finance leases and hire purchase contracts

The total future minimum lease payments under finance leases and hire purchase contracts are as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Not later than 1 year	–	381	–	–
	----	----	----	----

19. Provisions

Group	Deferred tax (note 20)
	£
At 1 January 2025	41,871
Additions	( 9,576)
	--------
At 31 December 2025	32,295
	--------

The company does not have any provisions.

20. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Included in provisions (note 19)	32,295	41,871	–	–
	--------	--------	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Accelerated capital allowances	34,728	45,082	–	–
Pension plan obligations	( 2,433)	( 3,211)	–	–
	--------	--------	----	----
	32,295	41,871	–	–
	--------	--------	----	----

21. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 133,380 (2024: £ 76,542 ).

At the period end £ 12,232 (2024: £Nil) was owed to the pension fund.

22. Called up share capital

Issued, called up and fully paid

	2025		2024
	No.	£	No.	£
Ordinary shares of £ 0.0001 each	2,625,204	263	2,625,204	263
	------------	----	------------	----

During the prior period the shares were changed from £1 shares to £0.0001 shares .

23. Analysis of changes in net debt

	At 1 Jan 2025	Cash flows	At 31 Dec 2025
	£	£	£
Cash at bank and in hand	1,196,597	(119,278)	1,077,319
Debt due within one year	(560,239)	(7,823,718)	(8,383,957)
Debt due after one year	(7,941,167)	7,941,167	–
	------------	------------	------------
	( 7,304,809)	( 1,829)	( 7,306,638)
	------------	------------	------------

24. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Not later than 1 year	122,371	76,250	–	–
Later than 1 year and not later than 5 years	36,795	76,250	–	–
Later than 5 years	–	25,417	–	–
	---------	---------	----	----
	159,166	177,917	–	–
	---------	---------	----	----

25. Contingencies

The company has entered into cross guarantees with other group companies in relation to facilities provided by BPC UK Lending DAC.

Harbour Group Holdings Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

26. Related party transactions

Company

During the year ended 31 December 2024, Harbour Group entered into transactions with Who and Why Ltd, a related party within the Flourish group, primarily in respect of recruitment, professional services and IT support. During the year, the Group recognised income of £30,000 (2024: £49,175) and expenses of £24,608 (2024: £18,360) in respect of transactions with Who and Why Ltd. At the year end, an amount of £nil (2024: £37,683) was due from Who and Why Ltd and is included within trade and other receivables. During the year, the company rented premises from Clerkenwell Partnership Limited, a company with a mutual director. At the year end, an amount of £140,986 (2024: £93,944) was due to Clerkenwell Partnership Limited and is included within trade payables. During the year the company paid for services totalling £55,200 (2024 £44,400) from Glory Awards Limited, a company with common director. No amounts were outstanding at the year end (2024 - £nil). The company has taken advantage of the exemption from disclosing transactions with group companies. Management consider the total emoluments for key management personnel to be the directors remuneration as per note 8.