The directors present the strategic report for the year ended 30 June 2025.

Powerscourt Limited (“the Company”) provides strategic communications advisory services to corporate clients across the UK and Europe. The Company specialises in financial and capital markets communications, ESG advisory, corporate campaigning, political affairs, and crisis and reputational management. It serves clients across financial services, TMT ("technology, media, telecommunications"), consumer, real estate, healthcare and industrials. The Company is also a trusted adviser to organisations navigating reputational challenges and corporate crises.

For the year ended 30 June 2025, the Company delivered revenue of £12.4m and operating profit of £0.8m, representing an operating profit margin of 6.66% — an improvement of 81.04 percentage points compared with the prior period. The prior year revenue of £22.7m reflects an 18-month reporting period; when pro-rated on an annualised, like-for-like basis, the current period reflects a decline in revenue of approximately 18%, attributable primarily to subdued transactional activity in the first half of FY2025 and the conclusion of certain non-recurring mandates.

The directors consider that the key financial performance indicators of the Company are those that communicate the financial performance of the business as a whole, being turnover and operating profit.

                        2025         2024

                     £         £    

Revenue                 12,335,974         22,759,675

Operating profit                 821,841         5,517,714**

Operating profit as a % of revenue         6.66%          24.24%

** excluding prior year adjustment of £22,445,500 share-based payment cost.

With effect from 30 June 2025, the Company transferred its business, employees and operational assets to its parent undertaking, Sodali & Co Limited (“Sodali & Co”), under a Business Transfer Agreement (Note 20). As a result, the Company ceased to trade, and its principal asset is now an intercompany receivable due from Sodali & Co.

The directors consider the principal risk facing the Company to be the recoverability of this intercompany receivable. This depends on Sodali & Co’s ability to settle the balance as it falls due, or on the alternative mechanisms available within the group's capital structure to extinguish it. The directors have assessed Sodali & Co Limited's financial position and the level of support available from the wider group, and remain satisfied that the balance is recoverable; this assessment is set out further in the going concern disclosure at Note 1.4.

Following the acquisition of the Company by Sodali & Co in October 2023, the Company continued to operate as part of the Sodali & Co platform, contributing its strategic communications advisory capabilities to the group's broader shareholder services, ESG advisory and investor intelligence offering.

With effect from 30 June 2025, the Company's business, client relationships, employees and operational assets were transferred to Sodali & Co Limited under a Business Transfer Agreement, completing the integration of the Company into a single, unified UK advisory platform operating under the Sodali & Co brand (Note 20). Following this transfer, the Company ceased to trade. The consideration for the transfer, satisfied by way of an intercompany loan of £50,656,171, gave rise to a gain on disposal of £46,799,717, recognised within the Company's results for the year (Note 8 and Note 20).

The Company is now a non-trading entity within the Sodali & Co group. Its results and financial position going forward will principally reflect movements on, and the recoverability of, its intercompany receivable from Sodali & Co Limited, rather than trading performance.

The directors will continue to monitor the recoverability of this balance and will keep under review the appropriate mechanism for its settlement within the group's capital structure. The directors do not envisage any change to the Company's non-trading status in the foreseeable future.

In light of the Company’s non-trading status and its simplified balance sheet following the transfer of the business to Sodali & Co Limited, the board is considering whether the Company should take advantage of the audit exemption available to subsidiary companies under sections 479A to 479C of the Companies Act 2006 in respect of the financial year ending 30 June 2026. This exemption would require Sodali & Co Limited, as the Company’s parent undertaking, to guarantee all outstanding liabilities of the Company as at the relevant balance sheet date, together with the satisfaction of the other statutory conditions, including unanimous agreement of the members and the filing of the requisite guarantee and statement with the Registrar of Companies. No decision has yet been taken, and the board will keep this matter under review ahead of the FY26 year end and will consider the legal and regulatory requirements applicable to the exemption.

The board remains confident that the integration of the Company's business and people into Sodali & Co Limited, completed on 30 June 2025, has strengthened the group's combined advisory platform for UK and European listed companies.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 June 2025.

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

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

The Company’s principal financial instruments include cash, trade debtors and trade creditors arising directly from operations. The directors monitor liquidity, interest rate and foreign currency risks on a regular basis. USD and Euro exposures are managed by maintaining matching currency bank accounts. Credit risk on trade debtors is managed through credit assessment of new clients and regular review of aged debtor balances.

In accordance with the company's articles, a resolution proposing that Xeinadin Audit Limited be reappointed as auditor of the Company will be put at a General Meeting.

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

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

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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

We have audited the financial statements of Powerscourt Limited (the 'company') for the year ended 30 June 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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

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

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

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

• Laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law, tax legislation, and distributable profits legislation.

• Laws and regulations considered to have an indirect effect on the financial statements include; health and safety legislation, General Data Protection Regulation.

The areas that we identified as being susceptible to misstatement through fraud were:

• Management bias in the estimates and judgements made;

• Management override of controls; and

• Posting of unusual journals or transactions.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of:

• enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;

• enquiries with the same concerning any actual or potential litigation or claims;

• inspection of relevant legal correspondence; review of board minutes;

• testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error.  As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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

Use of our report

This report is made solely to the company's 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.

The notes on pages 11 to 25 form part of these financial statements.

The notes on pages 11 to 25 form part of these financial statements.

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

Powerscourt Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Sodali & Co, 122 Leadenhall Street, London, EC3V 4AB.

In the previous year, the Company changed its reporting date from 31 December 2023 to 30 June 2024 to align with the group reporting. As a result the comparatives are not comparable.

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

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

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

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

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

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

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

The financial statements of the Company are consolidated in the financial statements of Sodali & Co Limited. These consolidated financial statements are available from its registered office, 122 Leadenhall Street, London, England, EC3V 4AB.

During the current year, the directors reassessed the accounting treatment of certain loan notes issued as part of the acquisition of the Company by Sodali & Co Limited in the prior year.

As part of the acquisition consideration, loan notes with a nominal value of £22,445,500 were issued to certain shareholders and option holders of the Company, who were also employees. Under the terms of the arrangement, the loan notes could be exchanged for units in the Company's ultimate parent undertaking. All eligible employees elected to participate in the rollover arrangement, and the corresponding Rollover Agreements were executed on the acquisition date.

Following a review of the facts and circumstances surrounding the transaction, the Directors concluded that, in substance, the loan notes did not form part of the consideration transferred in the business combination. Instead, the arrangement represented remuneration for post-acquisition employee services and should therefore be accounted for as a share-based payment arrangement in accordance with FRS 102.

Consequently, the amount of £22,445,500 previously recognised as consideration in the business combination has been reclassified and accounted for as a share-based payment. This correction constitutes a prior year adjustment and has resulted in a restatement of the Company's profit and loss account and equity balances for the prior period. The resulting restatement of the comparative information is disclosed in Note 23.

Following the trueacquisition in October 2023, the Company transferred all of the business, employees and operational assets to its parent undertaking on 30 June 2025 (Note 20), As a result, the Company became non-trading, holding an intercompany receivable from its parent (Note 12). The directors have assessed the Company's ability to meet its liabilities as they fall due on this basis, including the recoverability of the intercompany balance, and remain satisfied that the going concern basis of preparation of the financial statements is appropriate.

Turnover is recognised at the fair value o the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The main revenue streams from contracts are:

- Monthly retainer fees

- One-off project fees

- Expenses incurred recharged to the client on a monthly basis

The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, the average monthly fee per agreed terms is recognised as revenue and expenses only to the extent that are recoverable.

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

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

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

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Provisions are recognised when the Company has a legal or constructive present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense.

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

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

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

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The Company participates in a group share-based payment scheme involving equity instruments of the ultimate parent undertaking. The share-based payment charge is recognised in the profit and loss of the Company. The corresponding credit is recognised within equity as a capital contribution from the parent undertaking.

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

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

An analysis of the company's turnover is as follows:

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 2).

The highest paid director exercised share options in the Company's shares and ultimate parent's shares in the previous period.

On 30 June 2025, the Company transferred its business and assets to its parent company in a hive-up transaction undertaken as part of a group reorganisation. The transfer was made for total consideration of £50,656,171, which was settled through an intercompany loan. The resulting gain recognised on disposal is presented above. Further details are disclosed in Note 20.

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

The Company has surrendered the benefit of tax losses amounting to £7.22 million under s940A CTA2010 to its parent without receiving any payment. Therefore, no tax losses are available for carry-forward.

From 1 April 2023, the corporation tax rate increased from 19% to 25% for companies with profits over £250,000. A small profits rate of 19% for companies with profits of £50,000 or less and companies with profits between £50,000 and £250,000 will pay tax at the main rate, reduced by a marginal relief. These rates remain unchanged with reference to 2025 Autumn Budget.

The carrying amount of £1,071,070 of transfers related to assets transferred to its parent on 30 June 2025 on a hive up transaction under the group reorganisation.

Deferred tax assets and liabilities are offset where the Company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £Nil (2024: £62,822) were payable to the fund at the year end and are included in creditors.

Other reserves represent capital contributions arising from an equity-settled shared-based payment transaction settled by the Company's ultimate parent.

On 30 June 2025, the Company entered into a Business Transfer Agreement ("BTA") with its parent, Sodali & Co Limited, This is a hive up transaction under the group reorganisation.

Under the terms of the BTA, the Company transferred substantially all of its business operations, together with certain related assets and liabilities, to the parent. The assets and liabilities transferred included tangible assets, trade and other debtors, and trade and other creditors. Certain contracts and tax balances were excluded from the transfer.

The net assets transferred had a carrying value of £3,856,454 and were transferred for total consideration of £50,656,171. As a result of the transaction, the Company recognised a gain on disposal of business of £46,799,717, which is included within amounts written off investments in Note 8.

The Company remains the legal counterparty to certain lease arrangements; however the related assets, business activities, and economic obligations have been transferred to the parent company.

The Company is exempt from disclosing other related party transactions as they are with other companies that are wholly owned within the Mainstay Topco, LP., its ultimate parent registered in the USA.

The immediate parent undertaking is Sodali & Co Limited, a private company limited by shares, incorporated in England and Wales with its registered office at 122 Leadenhall Street, London, EC3V 4AB.

The ultimate parent company is Mainstay TopCo, L.P., a Delaware limited partnership incorporated on 25 April 2022 with its registered office at 301 Commerce Street, Suite 3300, Fort Worth, TX 76102, USA.

The ultimate controlling entity is TPG Growth, the middle market and equity platform of alternative asset firm TPG Inc, a NASDAQ listed entity.

The following are the parents of the largest and smallest groups in which this company's results are consolidated: