The directors present the strategic report of Sodali & Co Limited ("Sodali & Co" or "the Company") for the year ended 30 June 2025.

Sodali & Co is a holding company and operational advisory firm providing strategic communications, shareholder advisory and capital markets advisory services to corporate clients across the United Kingdom and Europe. The Company is the immediate parent undertaking of Powerscourt Limited ("Powerscourt") and Powerscourt Financial Media Limited ("PFML") (together, "the Group"). The Company also operates through foreign branches in France and Spain. These branches are not a separate legal entities but form part of the legal entity of the Company.

Through its subsidiary Powerscourt, the Group has established a leading position in financial and capital markets communications in the UK, specialising in financial and capital markets communications, ESG advisory, corporate campaigning, political affairs, and crisis and reputational management. Powerscourt 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, consumer, real estate, healthcare and industrials. It is also a trusted adviser to organisations navigating reputational challenges and corporate crises. PFML extends the Group's coverage into the Republic of Ireland.

In addition to its role as parent company, Sodali & Co provides corporate governance and shareholder engagement advisory services directly to clients, drawing on the global capabilities of its ultimate parent, Sodali & Co Global LLC, and the broader Sodali & Co international platform, which operates in major financial markets worldwide.

For the year ended 30 June 2025, the Group continued to develop its advisory platform across strategic communications, investor relations and governance advisory. The Group delivered revenue of £22.4 million (2024: £21.2 million) and operating loss of £6 million (2024: £23 million loss, including one off share based payment cost of £22.5 million) for the year. This performance reflects the strength of the Group's client franchise and the continued high level of transactional activity across UK and European capital markets.

At the Sodali & Co level, the directors consider that the key financial performance indicators of the Company and the Group are those that communicate the financial performance of the business as a whole, being Group turnover and operating profit. These are principally derived from the trading results of the consolidated Group during the year.

The Company's own revenue comprised advisory fees from corporate governance and shareholder engagement mandates, consistent with its role as operational platform for the broader Sodali & Co advisory offering in the UK.

The directors view the following factors as the principal risks and uncertainties facing the Group's business:

• Retaining and recruiting high quality talent — demand for skilled communications and advisory professionals in financial and capital markets continues to outpace supply. The competition for senior talent, both from specialist boutiques and larger advisory firms, creates retention risk. To mitigate this risk, the Group invests in career development, competitive compensation structures and a supportive working culture. The integration within the Sodali & Co platform has broadened career pathways available to employees, which the directors believe enhances the Group's ability to attract and retain talent.

• Competition within the UK and global markets — the strategic communications and shareholder advisory industries remain highly competitive. The ongoing consolidation of advisory firms continues to reshape the competitive landscape, and clients have access to an increasingly broad range of providers. The Group mitigates this risk through continued investment in the quality and depth of its advisory offering, its differentiated positioning across shareholder engagement, capital markets communications and ESG advisory, and by leveraging the global capabilities of the Sodali & Co international platform.

• Global macroeconomic uncertainty and equity market turbulence — geopolitical instability, inflationary pressures, and fluctuating equity market conditions periodically affect the volume and pace of capital markets activity, including IPOs, M&A, and bond issuances. To mitigate the impact of income volatility, the Group has broadened its service offering across multiple practice areas and sector verticals, including retainer-based corporate communications mandates which provide more predictable recurring revenue alongside transaction-driven work.

• Integration and operational risk — the period under review has involved the operational integration of Powerscourt into the Sodali & Co platform, including the transfer of employee contracts under TUPE with effect from 1 April 2025, and the broader business transfer completed on 30 June 2025. The directors have managed this process carefully to minimise disruption to client relationships and operations. Operational controls and risk management frameworks have been reviewed and updated to reflect the enlarged Group.

The acquisition of Powerscourt Limited and Powerscourt Financial Media Limited by Sodali & Co on 10 October 2023, created a significant growth platform enabling the Group to build a full-service advisory and shareholder services practice across Europe. Powerscourt's established brand, longstanding client relationships and highly experienced team brought material capabilities to the broader Sodali & Co platform.

During the year ended 30 June 2025, the integration of Powerscourt within the Sodali & Co platform was substantially advanced. The combination has enabled the Group to offer clients access to an expanded range of capabilities, including investor research and insights, ESG advisory, global shareholder services and governance engagement, alongside Powerscourt's market-leading expertise in financial communications and capital markets advisory. Powerscourt also joined the London Stock Exchange Issuer Services Marketplace, further broadening the Group’s reach to listed issuers seeking communications, ESG and governance advisory support. This broadened offering has supported the retention of existing client relationships and the development of new mandates.

With effect from 1 April 2025, employment contracts for Powerscourt Limited employees were transferred to Sodali & Co Limited under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE). This transfer represented a significant step in the operational integration and placed the combined advisory teams on a unified employment footing ahead of the completion of the full business transfer on 30 June 2025.

The directors consider the performance of Powerscourt Limited during the year, with revenue of £12.4 million and an operating profit of £0.82 million, to demonstrate the underlying strength and resilience of the Group's core advisory franchise. The improvement in operating margin reflects disciplined cost management and the benefits of scale achieved through the integration process.

Having completed the operational integration of Powerscourt into the Sodali & Co platform during the year, the Group's priority for FY2026 is to convert its enlarged UK platform into revenue growth and further margin recovery. The directors are focused on three areas. First, building the Group's new business pipeline across its combined shareholder services, ESG advisory, capital markets communications and reputational management offering, drawing on the wider client access created by the integration and the broader Sodali & Co international network. Second, consolidating the cost base of the combined UK platform, targeting the further operating efficiencies available now that Powerscourt's client relationships, staff and operational activities have transferred into Sodali & Co, building on the improvement in operating margin already achieved in the year. Third, managing the Group's exposure to capital markets activity, which remains sensitive to macroeconomic and geopolitical conditions affecting the pace of IPOs, M&A and bond issuances across the UK and European markets the Group serves.

The directors are satisfied that the platform established during the year positions the Group to compete for a broader range of mandates in FY2026, while remaining alert to near-term market volatility and its potential effect on transaction-driven revenue.

On behalf of the board

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

The Group operates through foreign branches in France and Spain. These branches are not a separate legal entities but form part of the legal entity of the Company.

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

No ordinary dividends were paid during the year. 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 Group's principal financial instruments include cash, trade debtors and trade creditors arising directly from operations, together with intercompany loan balances due to and from group undertakings. The directors monitor liquidity, interest rate and foreign currency risk on an ongoing basis. The Group does not use derivative financial instruments.

Xeinadin Audit Limited were appointed as auditor to the Group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed 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.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent company, and of the profit or loss of the group for that period.

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

• select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent 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 auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the Company is aware of that information.

The directors have prepared these financial statements on the going concern basis. In assessing going concern, the directors have had regard to the budgets and cash flow forecasts prepared for the Group for the 12 months from the date of approval of these financial statements. The directors have confirmed that its parent undertaking, Sodali & Co Global LLC, will support the Group in the form of not calling intercompany loans and providing additional funding should the Group requires it. The directors are not aware of any matters that would have an impact on the ability of the parent undertaking to provide such support if required. The directors are therefore satisfied that it is appropriate to prepare these financial statements on the going concern basis.

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 Sodali & Co Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 30 June 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; and

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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

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

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

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

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

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

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

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

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

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.

Other matters which we are required to address

The corresponding figures for the year ended 30 June 2024 were unaudited and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon.

Use of our report

This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 14 to 33 form part of these financial statements.

The notes on pages 14 to 33 form part of these financial statements.

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

The notes on pages 14 to 33 form part of these financial statements.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £35,003,873 (2024 - £2,950,705 loss).

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

The notes on pages 14 to 33 form part of these financial statements.

The notes on pages 14 to 33 form part of these financial statements.

The notes on pages 14 to 33 form part of these financial statements.

Sodali & Co Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

The Group consists of Sodali & Co Limited and all of its subsidiaries.

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

The financial statements are prepared in sterling, which is the functional currency of the Company. The results and financial position of foreign operations whose functional currency is not sterling are translated into the Group's presentational currency which is sterling. 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.

The Company is a qualifying entity for the purposes of FRS 102. It is the parent prepares publicly available consolidated financial statements in which the results of the Company are consolidated and 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 for parent company information presented within the consolidated financial statements:

• 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.

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

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

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

All financial statements are made up to 30 June 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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

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

These financial statements are prepared on the going concern basis notwithstanding the fact that the Group has a deficiency on shareholder funds at the end of the year. Management has prepared budgets and cashflow forecasts to establish their expected requirements for the next 12 months and confirmed that its parent company will support Sodali & Co Limited in the form of not calling the intercompany loan and providing additional funds should the Group needs additional funding. The directors are not aware of any matters that would have an impact on the ability of the parent company to provide such support if required.

Turnover is recognised at the fair value of 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.

The Group provides shareholder advisory services.

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 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, revenue is recognised only to the extent of the expenses recognised that are recoverable.

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

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

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

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

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

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

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

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

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

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

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

At each reporting period end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

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

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

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

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

Financial instruments are recognised in the Group's statement of financial position when the Group becomes party to the contractual provisions of the instrument.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, it is probable that the Group 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, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

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

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

The Group operates an equity-settled share-based payment scheme under which certain employees of the Group are granted options over shares in the ultimate parent company.

The fair value of the options granted is determined at the grant date and is recognised as an employee benefit expense over the vesting period, with a corresponding increase in equity as a capital contribution from the ultimate parent company.

The total amount recognised as an expense is based on the fair value of the options granted at the grant date and the estimated number of awards expected to vest, taking into account any non-market vesting conditions.

Where employees of the Group receive rights to equity instruments of the ultimate parent company and the Group has no obligation to settle the award, the arrangement is accounted for as an equity-settled share-based payments.

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

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

The results and financial position of foreign operations whose functional currency is not pounds sterling are translated into the Group's presentational currency as follows:

• Assets and liabilities are translated at the closing exchange rate at the balance sheet date;

• Income and expenses are translated at average exchange rates for the period, unless exchange rates fluctuate significantly, in which case spot rates at the transaction dates are used;

• All resulting exchange differences are recognised in other comprehensive income and accumulated in equity.

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

The carrying value of goodwill is reviewed for indicators of impairment at each reporting date. The assessment of recoverability requires management to make estimates regarding the future financial performance of the underlying business, including forecast revenues, operating margins and cash flows. Changes in these assumptions could result in a material adjustment to the carrying amount of goodwill in future periods.

Based on the assessment performed at the reporting date, management has concluded that no impairment provision is required.

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

The average monthly number of persons (including directors) employed by the Group and 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 3 (2024 - 2).

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

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

The Group has unutilised tax losses of £17,076,000 available for carry-forward. This includes tax losses of £7,216,000 surrendered from its subsidiary following the hive-up transaction.

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 Group's intangible assets arising from the acquisition of subsidiaries in October 2023.

On 30 June 2025, the Company acquired the trade and net assets of Powerscourt Limited as part of an intragroup reorganisation. The goodwill recognised on the transfer represents goodwill attributable to the business originally acquired by the Company, measured by reference to the fair values of the acquired net assets at the date of the original acquisition. The carrying value transferred to the Company reflects accumulated amortisation recognised from the original acquisition date to the date of the hive-up transaction. The difference between the consideration attributed to the transfer and the carrying value of the net assets acquired was recognised within other reserves as a reorganisation reserve.

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

Fixed assets investments comprise equity shares in Powerscourt Limited and Powerscourt Financial Media Limited, neither of which are publicly traded.

On 30 June 2025, the business and net assets of Powerscourt Limited, its wholly owned subsidiary, were transferred to the company as part of an internal group reorganisation (a hive-up). Following the transfer, the company's investment in Powerscourt Limited was derecognised and impaired.

Details of the Company's subsidiaries at 30 June 2025 are as follows:

All the above subsidiaries are included in the consolidation.

Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.

Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.

Loans from group undertakings related to amounts owed to the parent company, Sodali & Co Global LLC, in respect of 22,445,501, 11.5% loan notes, each with a nominal value of £0.01 repayable on 10 April 2025. At the year end, the outstanding balance of £26,882,485 comprised the principal amount of £22,445,501 and accrued interest of £4,436,984 (2024: £1,866,974). Subsequent to the year end, the parent company has confirmed that it does not currently intend to seek repayment and that repayment will only be requested if and when the Company's financial circumstances permit. Accordingly, although the loan is legally repayable on demand, no repayment is expected within the foreseeable future.

The following are the major deferred tax liabilities and assets recognised by the group and company:

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

Company

Other reserves represent the reorganisation reserve that arose from the transfer of the trade and net assets of Powerscourt Limited to the Company on 30 June 2025 as part of an intra-group reorganisation. The reserve represents the difference between the consideration attributed to the transfer and the carrying value of the net assets acquired including goodwill.

Following a hive-up of the trade and assets from a subsidiary undertaking, the Company assumed the economic benefit and burden of certain lease arrangements. While the lease contracts remain legally in the name of the subsidiary pending formal novation, the directors consider the Company to be the substantive lessee and have included the associated lease commitments in these financial statements.

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

The Company has taken advantage of the exemption under FRS 102 Section 33.1A and has therefore not disclosed transactions or balances with wholly owned members of the group headed by Mainstay TopCo, LP.

The immediate parent company is Sodali & Co Global LLC, a company incorporated in the United States, with its registered office at c/o Advantage Delaware LLC, 3524 Silverside Road, Suite 35B Wilmington, DE 19810, United States.

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: