REGISTERED NUMBER: 16286617 (England and Wales)

Group Strategic Report,

Report of the Directors and

Audited

Consolidated Financial Statements

for the Period

3 March 2025 to 31 December 2025

for

Roman New Topco Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

7

Report of the Independent Auditors

11

Consolidated Income Statement

15

Consolidated Other Comprehensive Income

16

Consolidated Balance Sheet

17

Company Balance Sheet

18

Consolidated Statement of Changes in Equity

19

Company Statement of Changes in Equity

20

Consolidated Cash Flow Statement

21

Notes to the Consolidated Cash Flow Statement

22

Notes to the Consolidated Financial Statements

23

DIRECTORS:

P A Turner B.A Hons

A R Tailor ACA

A Tanski

Ms C Dupont

O V Thorne

REGISTERED OFFICE:

Old Printers Yard

156 South Street

Dorking

Surrey

RH4 2HF

BUSINESS ADDRESS:

10th Floor

2 Minster Court

London

EC3R 7BB

REGISTERED NUMBER:

16286617 (England and Wales)

AUDITORS:

Bullimores LLP

Statutory Auditor & Chartered Accountants

Old Printers Yard

156 South Street

Dorking

Surrey

RH4 2HF

The directors present their strategic report of the company and the group for the period 3 March 2025 to 31 December 2025.

Background

On 13 May 2025, Roman New Topco acquired the trading business of Seventeen Group.

Founded in 1982 Seventeen Group has developed into a multi-disciplined insurance distribution business. From our origins as an entrepreneurial broking and Underwriting agency, the Company has been an active investor in the UK insurance market since 2001, with over 46 fully integrated acquisitions.

We remain as one of the largest independent insurance distribution groups in the country with a culture focussed on providing an outstanding quality of service and evolving to adapt to our clients' needs through hiring and retaining high quality staff with deep sectorial expertise.

Our long-term ambition remains unchanged as we continue to develop our multi-disciplined teams to enhance in both depth and breadth to deliver outstanding opportunities to clients, staff, insurers and shareholders.

Our Businesses

Seventeen Group is structured to provide four distinct offerings through James Hallam Insurance Brokers, Kestrel Insurance Services, Touchstone Underwriting and London Re, our joint venture with German broker MRH Trowe. Whilst each segment of the business is managed independently, they are each complementary to our strategy.

James Hallam

James Hallam provides broking services to a variety of clients ranging from large international organisations to SMEs. We additionally handle the personal insurances of private individuals who require professional advice. Our business contains over 20 leading specialisms.

Touchstone

Touchstone, our MGA (Managing General Agent), is a separately regulated underwriting business that specialises in property & commercial, liability & construction, hospitality & leisure and travel & tour. The business underwrites on behalf of A rated carriers and has dedicated underwriters across the UK to ensure that brokers are supported locally.

Kestrel

Kestrel mirrors the services provided by James Hallam, serving the market in the Isle of Man.

London Re

A Lloyd's broker based in Dusseldorf with a branch in London, London Re was established as a solution to write European business.

REVIEW OF BUSINESS

Seventeen Group ('The Group') primarily operates in the UK, which remains a dynamic and competitive insurance distribution market which is characterised by heightened regulatory requirements and increasing customer requirements. Whilst insurance pricing conditions have softened in certain classes due to greater market capacity and competition, demand for specialist expertise, high-quality client service and tailored risk solutions remains strong. Consolidation activity across the sector continues at pace, creating opportunities for well capitalised businesses with proven acquisition and integration capabilities. In this environment, the Group remains focused on organic growth, operational efficiency, strategic acquisitions and investment in technology to support long term sustainable growth.

Key Performance Indicators of Seventeen Group for the year ended 31 December 2025

2025

2024

Change

Change

£

£

£

%

Total Income *

59.40m

54.67m

4.73m

9

Adjusted EBITDA *

12.11m

10.26m

1.85m

18

* Acquisitions result reported from their respective acquisition dates.

* Adjusted EBITDA excludes non-recurring costs together with the annualised impact of executed cost efficiency initiatives.

The Group delivered strong revenue growth during the year, with Total Income increasing by 9% to £59.40m. Adjusted EBITDA grew to £12.11m, up 18%, reflecting the underlying strength of the business, successful integration of acquisitions and the benefits of the Group's scalable operating platform.

The Group continued to grow revenue and increase margin despite the reducing insurance premiums seen in the market. Acquisitions continue to support organic growth, with six completed in year, adding £1.2m of annualised revenue. Organic growth established the remainder of the growth and a strategic focus for the business. The Group saw a growth across our Corporate division of £1.0m (from £12.5m in 2024) along with the Enterprise division growing £0.4m (from £3.1m in 2024) and Touchstone saw a £0.4m growth driven by long term underwriting discipline.

EBITDA growth of £1.85m was driven by a disciplined management of costs in light of the softening insurance premiums. The Group also undertook cost initiatives in year to ensure that our focus remained on our clients needs.

Financial Results of the Group headed by Roman New Topco Limited

The results of the Group for the period are set out in the financial statements and show a loss before tax of £16.73m. Total Shareholders' reserve as at 31 December 2025 were £122.19m. This loss was in line with the directors' expectations and reflects the Group's acquisition strategy. The directors note that the loss before tax was driven by the Group's strategy involving making strategic acquisitions for long term future value creation, through synergies and enhancing the product sets and scale of the Group, the directors are satisfied that these operating losses are consistent with that strategy.

Acquisitions by Seventeen Group

The Group remains focussed on acquiring exceptional complementary businesses which enhance the depth and breadth of our market proposition. As such the Group continued to acquire through 2025, these include:

On 1 March 2025 the Group acquired the book of business of Trelawney Insurance Solutions Limited and M1 Limited to further increase our Corporate client base.

On 1 October 2025 the Group acquired B Sure Brokers Limited, Colin Ritchie Swinney Limited, Curzon Hall Limited, and Mark Hayman Insurance Services Limited all of which specialise in serving the medium size businesses across several UK regions including Midlands, North West and South West.

Integration of all acquisitions sits at the heart of the Group's strategy. This approach enables business owners who join the Group to concentrate on client service and relationship management, rather than day to day operational demands. By building a unified infrastructure with a shared operating system and centralised functions, the Group has created long term value and a scalable, cost efficient platform. This model also ensures that the Group's strong governance and controls effectively underpin its growth ambitions.

Corporate structure

On 13 May 2025, the Group achieved a significant milestone through the introduction of IK Partners as a minority investor. The Group selected IK Partners due to their strong cultural alignment and shared belief in the value of an independent, entrepreneurial insurance distribution model. Both parties recognise the importance of preserving the Group's distinctive culture, client focus and long standing relationships as the business continues to grow. In addition, IK's dedicated Partnership Fund has extensive experience of investing alongside founders, family owned businesses and management teams as a minority shareholder, providing capital for growth, operational support and strategic expertise while enabling businesses to retain their independence and identity. This made IK a natural partner for Group as it embarks on the next phase of its development.

The transaction involved the acquisition of a minority interest from the founding shareholders and management team, together with the introduction of a new Group holding company structure above the existing Seventeen Group entities. The restructuring was undertaken to create a long-term ownership platform capable of supporting the Group's continued growth strategy, facilitating future acquisitions and providing a scalable corporate structure appropriate for the next stage of the Group's development.

The Group also continued its programme of corporate simplification during the year. This programme is intended to reduce the number of legal entities across the Group, support the efficient integration of acquired businesses and simplify governance, reporting and operational processes. The Directors believe that a streamlined legal structure will improve operational efficiency, reduce administrative costs and enhance the Group's ability to execute its long-term growth strategy.

Financial strategy

The investment by IK introduced additional financial and strategic support to accelerate growth across the business.

The Group's strategy remains focused on a combination of organic growth and carefully selected acquisitions within the insurance broking, underwriting and specialist services markets. The additional resources and expertise provided through the partnership with IK are expected to strengthen the Group's ability to identify, evaluate and integrate acquisition opportunities while continuing to invest in technology, operational excellence and client service.

In conjunction with the transaction, the Group completed a comprehensive refinancing of its debt facilities. A new senior financing arrangement was established with the Group’s longstanding financing partner, Ares Management Limited, replacing the existing facilities previously held at the Seventeen Group level and consolidating the Group’s debt structure under Roman New Bidco Limited, providing the Group with increased liquidity and flexibility to support future growth initiatives and acquisitions. The refinancing also simplified the Group’s financing structure by moving external debt from Seventeen Group to the new Bidco acquisition structure, aligning the debt with the ownership and governance framework established as part of the Roman transaction.

In addition, the Group increased capacity of our revolving credit facility, providing further liquidity and capital resources to support acquisition activity, working capital requirements and strategic investment opportunities. The directors believe that the Group is well positioned, with appropriate funding resources and financial flexibility, to continue executing its growth strategy.

During the year, costs were incurred in connection with the restructuring, refinancing and investment transaction. These costs included professional fees relating to legal, financial, tax and advisory services.

The directors believe that the combination of strong trading performance, enhanced financial resources and the support of IK provides a solid foundation for the Group's continued growth and long-term value creation. The focus for the coming year will remain on successful integration of acquired businesses, disciplined capital allocation, investment in technology and people, and the continued delivery of high-quality outcomes for clients and insurer partners.

People

Thank you to our dedicated team without whom the success of the Group could not have been achieved. We are proud of the culture that has evolved from the origins of a family founded business. As the market continues to consolidate, we are happy that we offer an alternative environment in which to flourish.

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors continually assess the principal risks and uncertainties facing the Group, considering both the wider economic environment and the industries in which the Group operates.

Regulatory and Compliance Risk

The Group operates in a highly regulated environment and is subject to extensive regulatory requirements across its broking, underwriting and risk management activities. Failure to comply with applicable regulations, including Consumer Duty, fair value requirements, operational resilience obligations and data protection legislation, could result in regulatory intervention, financial penalties, reputational damage and adverse impacts on client relationships. The Board continues to invest in governance, compliance monitoring and employee training to ensure regulatory obligations are met and embedded throughout the Group.

Acquisition and Integration Risk

The Group's growth strategy includes the acquisition and integration of complementary businesses. There is a risk that acquired businesses may not perform as expected, integration activities may take longer or cost more than anticipated, or that operational, cultural and systems integration challenges could reduce the anticipated benefits of acquisitions. The Group seeks to mitigate these risks through a disciplined acquisition process, detailed due diligence, structured integration programmes and ongoing post-acquisition performance monitoring.

Market and Economic Risk

The Group operates in a competitive insurance distribution market influenced by broader economic conditions, insurance pricing cycles, claims inflation, insurer capacity and customer demand. Changing market dynamics, increased competition, prolonged economic uncertainty or adverse changes in insurer appetite may impact organic growth, client retention and profitability. The Group mitigates these risks through diversification across products, sectors and geographies, maintaining strong insurer relationships and continuing to invest in technology, specialist expertise and operational efficiency.

Interest Rate and Financing Risk

The Group utilises external borrowing facilities to support its growth strategy and acquisition activity. Changes in interest rates, reductions in liquidity within debt markets or restrictions on access to funding could increase financing costs and affect the Group's ability to execute strategic initiatives. The Group actively monitors liquidity, cash flow forecasting, banking covenant compliance and debt service obligations, whilst maintaining regular engagement with its lending partners to ensure appropriate funding is available to support ongoing operations and future growth plans.

The Directors are not aware of any matters that would prevent the Group from meeting its obligations as they fall due. Trading during the year has remained resilient and in line with expectations, and the Group continues to operate successfully across its markets, including within the European Union. Based on current trading performance, forecasts and known circumstances, the Directors have a reasonable expectation that the Group has adequate resources to continue operating for at least the next 12 months from the date of signing the financial statements.

FUTURE DEVELOPMENTS

The Group remains focused on delivering sustainable long-term growth through a combination of organic initiatives and strategic acquisitions. Investment in both businesses and people continues to be a key priority, further strengthening the Group's market position, expanding its capabilities and creating additional opportunities for future growth.

TAX CONTRIBUTION

In respect of the 2025 financial year the following tax payments have been borne and collected in Seventeen Group

£

Insurance Premium Tax

29.4m

PAYE and National Insurance

16.4m

Unrecoverable VAT

1.1m

Total taxes borne and collected

46.9m

ON BEHALF OF THE BOARD:

P A Turner B.A Hons - Director

2 October 2026

The directors present their report with the financial statements of the company and the group for the period 3 March 2025 to 31 December 2025.

INCORPORATION

The group was incorporated on 3 March 2025 .

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of insurance broking, underwriting and risk management.

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2025.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 3 March 2025 to the date of this report are as follows:

P A Turner B.A Hons - appointed 13 May 2025

Ms A S Kazi - appointed 3 March 2025 - resigned 13 May 2025

A R Tailor ACA - appointed 13 May 2025

A Tanski - appointed 13 May 2025

Ms C Dupont - appointed 13 May 2025

O V Thorne - appointed 1 November 2025

J W Yates - appointed 4 March 2025 - resigned 13 May 2025

CHARITABLE DONATIONS

The Group is committed to supporting the communities in which it operates and encouraging charitable giving across the business. During the period, the Group donated £11,865 to UK charities (2024: £16,719). In addition, employees regularly participate in fundraising initiatives and charitable events, reflecting the Group's commitment to making a positive social impact.

FINANCIAL INSTRUMENTS

The Group's principal financial instruments comprise cash and deposits held within client and operating accounts. The Group also maintains trade debtor and creditor balances that arise in the normal course of business.

The Group manages liquidity risk by maintaining an appropriate balance between available funding sources and operational flexibility, including access to banking facilities where required.

Credit and cash flow risks associated with trade and other receivables are managed through established credit control procedures, including regular monitoring of outstanding balances and ongoing assessment of customer creditworthiness.

The Directors regularly review cash resources and working capital requirements to ensure sufficient funds are available to meet the Group's ongoing obligations as they fall due.

During the period, Roman New Bidco Limited entered into an interest rate cap agreement with NatWest Markets Plc with a notional amount of £55m and a cap rate of 4.25%, maturing on 30 September 2028. A premium of £165,000 was paid for the instrument, which is intended to mitigate exposure to increases in SONIA-based floating interest rates on the Group's borrowings whilst allowing the Group to benefit from any reductions in market interest rates.

Certain FCA-regulated subsidiary undertakings are required to maintain minimum regulatory capital and net asset positions. Compliance with these requirements is closely monitored by the Directors, supported by regular reporting and oversight processes.

DIRECTORS AND OFFICERS INSURANCE

The Group maintains appropriate Directors' and Officers' liability insurance to provide indemnity for Directors and Officers in respect of certain liabilities incurred in the performance of their duties to the Company and its subsidiary undertakings. The cover remained in force throughout the financial year.

ENGAGEMENT WITH EMPLOYEES

The Group recognises that its people are fundamental to its continued success and is committed to maintaining an inclusive, supportive and collaborative working environment. The Group seeks to ensure that no employee or job applicant is disadvantaged on the grounds of religion or belief, disability, age, race, ethnic origin, nationality, sexual orientation, gender, marital status or any other protected characteristic.

Regular communication with employees is encouraged through a variety of channels, including company-wide email updates, management briefings and in-person presentations across the Group's offices. These communications provide updates on business activities, strategic developments and financial performance, while also giving employees the opportunity to ask questions, share feedback and contribute to discussions.

The Directors believe that open and transparent communication, together with active employee engagement, plays a key role in supporting the Group's culture, driving performance and achieving its long-term objectives.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Shareholders: The majority of the Company's shareholders are directors of the ultimate parent company and remain closely involved in the business through regular interaction with management and participation in Board meetings. This ensures that shareholder interests are considered in the Group's strategic decision-making and long-term planning.

Customers: Through its subsidiary undertakings, the Group provides broking and underwriting services to a diverse client base, ranging from large corporate organisations to SMEs and private individuals. The Group is committed to delivering high-quality advice, appropriate insurance solutions and fair customer outcomes. Specialist teams support clients across a range of sectors, enabling tailored service and expertise. Customer feedback is actively monitored and used to enhance service standards, while operational processes are designed to minimise environmental impact wherever practicable.

Suppliers: The Group seeks to develop and maintain strong, collaborative relationships with its suppliers and business partners. Directors promote fair and transparent dealings and consider the long-term interests of suppliers alongside the wider interests of the Group, its stakeholders and the communities in which it operates. Maintaining responsible supplier relationships supports the Group's reputation and long-term success.

Lenders: The Group maintains open and constructive relationships with its lenders through regular communication, periodic meetings and the timely provision of financial and operational information. This ensures lenders remain informed of the Group's performance and strategic objectives.

Regulators: The Group includes several FCA-regulated businesses operating under the flexible firm regime. It maintains an open and transparent relationship with its regulators, supported by a strong governance framework, established policies and a culture of compliance. The Board remains focused on meeting regulatory obligations and embedding evolving regulatory requirements, including Consumer Duty, Product Fair Value and General Insurance pricing reforms.

The Directors consider the interests of all key stakeholders when making decisions and recognise that strong engagement with shareholders, customers, suppliers, lenders and regulators is fundamental to the Group's continued success and long-term sustainable growth.

ENERGY REPORTING

The Group's energy use and greenhouse gas emissions are assessed on an annual basis. During 2025, Seventeen Holdings Limited commissioned McGrady Clarke to undertake a Carbon Footprint Assessment and Streamlined Energy and Carbon Reporting ("SECR") review covering the period from 1 January 2025 to 31 December 2025. The assessment was prepared in accordance with the GHG Protocol Corporate Accounting and Reporting Standard and the Department for Energy Security and Net Zero ("DESNZ") Environmental Reporting Guidelines. An operational control approach was applied in determining the Group's reporting boundary.

During the year ended 31 December 2025, the Group's total energy consumption was 1,691,935 kWh, comprising natural gas, onsite fuels, purchased electricity and business travel energy usage. Total greenhouse gas emissions reported under the SECR framework amounted to 352.49 tCO2e.

Buildings Electricity and Heat

The Group's buildings electricity and heat consumption was obtained from utility invoices, meter readings, landlord statements and service charge information where available. Where actual consumption data was unavailable, energy use was estimated using recognised benchmarking methodologies and pro-rata extrapolations. During 2025, the Group consumed 337,644 kWh of purchased electricity and 608,748 kWh of natural gas, resulting in Scope 1 and Scope 2 emissions of 171.1 tCO2e.

Energy Efficiency Actions

The Group recognises its responsibility to operate in an environmentally sustainable manner and remains committed to reducing its energy consumption and greenhouse gas emissions. During the year, the Group continued to evaluate opportunities to improve environmental performance across its operations and support its long-term commitment to achieving Net Zero emissions by 2050.

Key actions undertaken during the year included:

- Ongoing review of site rationalisation opportunities and working practices.

- Energy efficiency initiatives identified through ESOS assessments.

- Staff energy awareness and engagement programmes aimed at encouraging energy-efficient behaviours.

- Continued monitoring and assessment of opportunities to reduce energy consumption across the Group's property

portfolio.

- Development of a wider carbon reduction strategy to support future emissions reductions across Scope 1,

Scope 2 and Scope 3 activities.

The Group will continue to monitor energy consumption and emissions on an annual basis and implement practical measures to improve efficiency, reduce environmental impact and support its long-term sustainability objectives.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

A R Tailor ACA - Director

2 October 2026

Opinion

We have audited the financial statements of Roman New Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the period then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page nine, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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. Owing to the limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

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

-

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and parent company and determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks (FRS102, the Companies Act 2006 and the relevant tax compliance regulations in the UK)

-

We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit;

-

We understood how the group and parent company are complying with those legal and regulatory frameworks by making inquiries of management and those charged with governance;

-

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;

-

We assessed the susceptibility of the group and parent company's financial statements to material misstatement, including how fraud might occur, by making enquiries of management, those charged with governance and legal advisers. We utilised internal and external information to corroborate these enquiries and to perform a fraud risk assessment for the group as a whole. We considered the risk of fraud to be higher through the potential for management override of controls.

Audit procedures performed by the engagement team on the areas where fraud might occur included:

-

Evaluation of management's internal processes designed to prevent and detect irregularities

-

Journals entries testing, with a focus on manual entries and entries determined to be large or relating to unusual transactions

-

Review of revenue data to detect unusual sales transactions

Assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's:

-

Understanding of, and practical experience with audit engagements of a similar nature and complexity through the appropriate training and participation

-

Knowledge of the industry in which the group and parent company operate

-

Understanding of the legal and regulatory requirements specific to the group and parent company

We did not identify any matters relating to non-compliance with laws and regulation or relating to fraud.

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

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 a Report of the Auditors 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.

Nicholas Boot F.C.A (Senior Statutory Auditor)

for and on behalf of Bullimores LLP

Statutory Auditor & Chartered Accountants

Old Printers Yard

156 South Street

Dorking

Surrey

RH4 2HF

2 October 2026

TURNOVER

3

38,232,505

Administrative expenses

51,389,573

(13,157,068

)

Other operating income

150,983

GROUP OPERATING LOSS

(13,006,085

)

Share of operating profit in

Joint ventures

341,312

Interest receivable and similar income

609,686

(12,055,087

)

Interest payable and similar expenses

5

4,970,216

LOSS BEFORE TAXATION

6

(17,025,303

)

Tax on loss

7

(293,253

)

LOSS FOR THE FINANCIAL PERIOD

(16,732,050

)

Loss attributable to:

Owners of the parent

(16,732,050

)

LOSS FOR THE PERIOD

(16,732,050

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(16,732,050

)

Total comprehensive income attributable to:

Owners of the parent

(16,732,050

)

FIXED ASSETS

Intangible assets

10

173,988,704

Tangible assets

11

214,328

Investments

12

Interest in joint venture

1,808,045

Other investments

132,268

176,143,345

CURRENT ASSETS

Debtors

13

14,638,081

Cash at bank and in hand

4,147,614

18,785,695

CREDITORS

Amounts falling due within one year

14

11,191,912

NET CURRENT ASSETS

7,593,783

TOTAL ASSETS LESS CURRENT LIABILITIES

183,737,128

CREDITORS

Amounts falling due after more than one year

15

(61,162,000

)

PROVISIONS FOR LIABILITIES

20

(387,800

)

NET ASSETS

122,187,328

CAPITAL AND RESERVES

Called up share capital

21

5,704

Share premium

22

138,913,674

Retained earnings

22

(16,732,050

)

SHAREHOLDERS' FUNDS

122,187,328

The financial statements were approved by the Board of Directors and authorised for issue on 2 October 2026 and were signed on its behalf by:

P A Turner B.A Hons - Director

A R Tailor ACA - Director

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

-

Investments

12

73,911,053

73,911,053

CURRENT ASSETS

Debtors

13

65,008,325

NET CURRENT ASSETS

65,008,325

TOTAL ASSETS LESS CURRENT LIABILITIES

138,919,378

CAPITAL AND RESERVES

Called up share capital

21

5,704

Share premium

22

138,913,674

SHAREHOLDERS' FUNDS

138,919,378

Company's profit for the financial year

-

The financial statements were approved by the Board of Directors and authorised for issue on 2 October 2026 and were signed on its behalf by:

P A Turner B.A Hons - Director

A R Tailor ACA - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

5,704

-

138,913,674

138,919,378

Total comprehensive income

-

(16,732,050

)

-

(16,732,050

)

Balance at 31 December 2025

5,704

(16,732,050

)

138,913,674

122,187,328

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

5,704

-

138,913,674

138,919,378

Balance at 31 December 2025

5,704

-

138,913,674

138,919,378

Cash flows from operating activities

Cash generated from operations

1

2,486,875

Interest paid

(4,970,216

)

Joint venture movement

(205,655

)

Tax paid

(993,851

)

Net cash from operating activities

(3,682,847

)

Cash flows from investing activities

Purchase of intangible fixed assets

(10,434,427

)

Group bank balance at acquisition date

2,133,981

Interest received

609,686

Net cash from investing activities

(7,690,760

)

Cash flows from financing activities

New loans

6,000,000

Net proceeds from share issue

9,521,221

Net cash from financing activities

15,521,221

Increase in cash and cash equivalents

4,147,614

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

4,147,614

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£

Loss before taxation

(17,025,303

)

Depreciation charges

38,762

Amortisation

13,102,979

Finance costs

4,970,216

Finance income

(609,686

)

476,968

Decrease in trade and other debtors

179,847

Increase in trade and other creditors

1,830,060

Cash generated from operations

2,486,875

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2025

31.12.25

3.3.25

£

£

Cash and cash equivalents

4,147,614

-

3.	ANALYSIS OF CHANGES IN NET DEBT

Subsidiary

balances at

At 3.3.25

Cash flow

acquisition

At 31.12.25

£

£

£

£

Net cash

Cash at bank

and in hand

-

2,013,633

2,133,981

4,147,614

-

2,013,633

2,133,981

4,147,614

Debt

Debts falling due

after 1 year

-

(55,466,470

)

(5,533,530

)

(61,000,000

)

-

(55,466,470

)

(5,533,530

)

(61,000,000

)

Total

-

(53,452,837

)

(3,399,549

)

(56,852,386

)

4.	ACQUISITION OF BUSINESS

The group acquired the business known as Seventeen Group as disclosed in the financial statements. In preparing the cashflow for the new group, presentational adjustments have been made to the operational cashflow debtors and creditors. These adjustments do not affect the reported profit, net assets or overall cashflows.