wk-2026-01-31-ixbrl

Reed & Mackay Holdings Limited

Strategic Report

for the year ended 31 January 2026

The directors present their Strategic Report and the audited consolidated financial statements of Reed &

Mackay Holdings Limited (“the Company”) for the year ended 31 January 2026.

Principal activities

The Company continues to be the holding company for the Reed & Mackay Group (“the Group”) which is

engaged in the booking & ticketing of flights, rail tickets, hotels & ancillary services for business travel as well

as the arrangement of corporate events & meetings in the UK and throughout the world.

Business review

This is the first year the Group has prepared its financial statements in accordance with UK-adopted

International Accounting Standards (“IFRS”). Accordingly, financial information at 1 February 2024 (being the

date of transition) and for the year ended 31 January 2025 have been adjusted to comply with IFRS. The

impact of the transition to IFRS is detailed within Note 4.

This year represented the start of a multi-year period of transition and transformation for the Group and its

stakeholders. On 30 October 2025, the Group’s parent company Navan Inc completed its initial public

offering on the Nasdaq stock exchange. On 29 January 2026, Navan Inc announced the intention to

transition the Company’s customers to the Navan platform. As a result of this transition, the Group’s

renowned client-led service offering will become the foundation for a new premium offering under the Navan

brand, all the while ensuring customers continue to receive the white-glove service they value today. Over

the course of the year, the Group maintained its delivery of high-quality service to its customers, whilst

investment and integration activities have ramped during the final months of the financial year.

The key performance indicators of the Group are as follows:


	2026	Restated 2025	Change
	£'000 / %	£'000 / %	%

Revenue	105,683	103,390	2%
Operating profit	14,836	17,672	(16)%
Profit after tax	4,108	14,937	(72)%
Net Assets	87,579	90,986	(4)%
Average number of employees	1,165	1,091	7%
Operating profit margin	14%	17%	(3)%

Revenue has remained broadly in line year on year.

Operating profit has decreased by 16% which is driven by the investment in the Group’s activities as it

begins a multi-year period of transformation to transition its clients on to the Navan platform. Therefore,

additional costs have been incurred in relation to the reorganisation required to optimise the Group’s

structure and the employee-base to support the long-term success of the Group and deliver to customers a

fully integrated solution of best-in-class service and technology

Profit after tax has decreased by 72% due to the decrease in operating profit as noted above and the 2026

deferred tax charge (2025: deferred tax credit) on share-based payments.

Net assets have decreased by 4% primarily due to the profit after tax generated in the year less dividends

paid and a reduction in deferred tax assets

The average number of employees has increased by 7% due to investments in the Group’s client-facing

teams to ensure we continue to provide high-quality services to our customers whilst having sufficient

headcount to enable the business to further integrate the Group with the operations of its ultimate parent

company Navan Inc.

Reed & Mackay Holdings Limited

Strategic Report (continued)

for the year ended 31 January 2026

Future developments

The Group’s ongoing focus is on integration activities to migrate the customer base to the Navan platform

whilst continuing to maintain our high-standards of service.

Principal risks and uncertainties

The Group’s risk management framework includes a process for identifying, assessing and responding to

risk and supporting the Group’s strategy and business objectives.

Risk management operates at all levels throughout the business. However, the directors take overall

responsibility, determining the nature and extent of principal risks it is willing to take to achieve the Group’s

strategic objectives, and maintaining the Group’s risk governance structure and appropriate internal control

framework.

The principal risks faced by the Group are as follows:

Credit risk

The Group’s credit risk is primarily attributable to its trade receivables. Credit risk is managed by the Group's

Credit Policy which includes management’s review of aged debt on a monthly basis; running credit checks

on new clients; tracking credit scores on existing clients, setting and reviewing credit limits and terms on

clients; encouraging clients to make payments via credit cards or direct debit and by monitoring payments

against contractual agreements. No long-term commitments are made without funds being received from

clients.

Supplier risk

The Group has various contractual arrangements in place with a number of third-party travel suppliers

including airlines, hotels, global distribution system providers and rail travel providers. Adverse changes to

these key supplier arrangements could impact the Group’s operations and future financial results. The Group

mitigates this risk by maintaining a broad supplier base with a focus on maintaining strong relationships with

all suppliers and identifying any new potential suppliers through a robust procurement process.

Cash flow risk

The directors monitor cash flow as part of its day to day control procedures to ensure the Group can meet its

obligations and to support its investment plans to drive long-term growth. The directors review short and

long-term forecasts on a monthly basis to ensure appropriate facilities are available. At year-end, the Group

had a cash balance of £44,851,000 (2025: £30,802,000).

Foreign exchange risk

Exposure to foreign exchange movements are monitored on a month by month basis. To mitigate foreign

exchange risk the Group focuses on receiving and making payments in local currencies where possible.

Travel industry disruption

The Group's financial performance is reliant on the strength of both domestic and international travel.

Unpredictable force majeures such as wars, pandemics and natural disasters have highly adverse effects on

the global travel industry and can rarely be mitigated. Disruption can also arise from economic conditions,

such as recessions, and political environments which can result in varying levels of decrease in demand or

additional operational costs across the industry. To increase the Group’s resilience against global travel

industry disruption, the Group offers a diverse range of services with a wide portfolio of customers.

Reed & Mackay Holdings Limited

Strategic Report (continued)

for the year ended 31 January 2026

Section 172(1) Statement

Section 172(1) of the Companies Act 2006 requires the directors to act in a way they consider would most

likely promote the success of the Company for the benefit of our members as a whole. When making

decisions, the directors are required to have regard to the interests of the Company's employees, clients,

suppliers and other stakeholders including the impact of the Company's activities on the community and

environment. The directors should also consider the likely impact of such decisions on maintaining high

standards of business conduct and the likely consequences in the long-term.

Decision-making at the Board

The Board consists of experienced directors who bring considerable expertise and perspective to the

decision-making process. The responsibilities of the Board are set out in the Company’s Articles of

Association. The Board meets on a regular basis and all matters in which the Board is required to reach a

decision are presented at Board meetings. Supporting papers setting out to the directors the relevant key

facts are also provided. The papers also describe any potential short-term and long-term impacts and risks

for the Company, the Group, its clients, employees, shareholders and other stakeholders including suppliers,

the community and environment, and how these are to be managed.

Employees

The directors consider its employees to be a primary stakeholder in the business and strives to retain and

motivate all employees as well as attracting high quality new talent. The culture is to be supportive and

actively recognise efforts, ensuring employees feel they are making an impact doing fulfilling work, as well as

encouraging people to grow and develop. The Group has a strong focus on employee engagement and HR

strategy and continues to enhance a workplace that employees enjoy being a part of. The wellbeing of

employees is very important, and integrating work and family life, as well as taking care of oneself and giving

back to the community are all encouraged.

Diversity and equal opportunity are of great importance at Reed & Mackay and we believe it’s the only way

to ensure everyone can reach their full potential. We are proud of our inclusive culture and the part it plays in

attracting and retaining a talented workforce with real passion for delivering extraordinary service.

Clients

Our clients are at the heart of everything we do. Our desire for service is matched only by our dedication to

value. Our travel experts search harder, explore further and think smarter to deliver our clients the best

possible solution. As discussed in further detail in Future Developments on page 4, the Group has

announced plans to combine the talents of our consultants with the market leading technology of Navan to

ensure we continue to best serve our clients going forward.

Suppliers

The Group is committed to responsible procurement and prioritises fair and transparent dealings, timely

payments and open communication with all suppliers.

Environment

We recognise that business travel has an impact on the environment. As a result, we are fully committed to

minimising this impact along with our clients. Certified to ISO 14001, the international environmental

accreditation, we work hard to reduce the carbon footprint of our business and that of our clients’ travel

programmes. The Company continues to prioritise sustainability in all activities and processes.

High standards of business conduct

The Board set out to behave in a responsible manner, operating with the highest standards of business

conduct and good governance. This is epitomised in the certifications achieved for ISO 9001 (Quality), ISO

Reed & Mackay Holdings Limited

Strategic Report (continued)

for the year ended 31 January 2026

Section 172(1) Statement (continued)

High standards of business conduct (continued)

22301 (Business Continuity Management) and ISO 27001 (Information Security Management), ensuring that

risks are identified and minimised, and that the business has the resource and ability to continue to provide

the highest quality service to its clients even when unexpected situations arise, such as the recent Covid-19

pandemic.

We work closely and collaboratively with our service providers, including airlines, hotels and transport

services, and other suppliers, including our technology partners, developing a partnership approach to foster

sound commercial relationships that ultimately benefit our clients.

The Board recognises and continues to protect and promote the Reed & Mackay brand and reputation which

has been built over 50 years on the foundation of the highest standards of service and integrity.

This report was approved by the board of directors and signed on its behalf by:

R Whitehead

Director

28 October 2026

Reed & Mackay Holdings Limited

Directors' Report

for the year ended 31 January 2026

The directors present their report and the audited consolidated financial statements of Reed & Mackay

Holdings Limited ("the Company") for the year ended 31 January 2026.

Results and dividends

The Group recorded a profit after tax for the year of £4,108,000 (2025: £14,937,000). Dividends of

£4,500,000 (2025: £4,500,000) were declared and paid during the year.

As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Groups

(accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors'

Report have been omitted as they are included in the Strategic Report on pages 3 to 6. These matters are

related to the principal activity, future developments, engagement with suppliers, customers and others and

financial risk management.

Directors

The directors of the Company during the year and to the date of this report, unless otherwise stated, were:

A Giviskos (appointed 1 October 2025 and resigned 17 April 2026)

A Minetti (appointed 1 October 2025 and resigned 5 June 2026)

C Herold (appointed 1 October 2025)

F A Stratford (resigned 30 September 2025)

G Bennett (resigned 30 September 2026)

R Whitehead (appointed 5 June 2026)

Directors’ indemnity

The ultimate parent company has made qualifying third-party indemnity provisions for the benefit of directors

and officers of the Company which were made during the year and exist at the date of this report.

Post balance sheet events

On 3 February 2026, as part of an ongoing programme to streamline the global operations of the Navan

group, the Group acquired 100% of the shareholding in Navan New Zealand Limited from it’s parent

company Navan Inc.

Going concern

The directors have prepared detailed financial forecasts which take into account the expected future trading

performance of the Group, the Company and reasonable possible reductions in this expected performance.

These demonstrate that the Group and the Company will be able to operate within the level of its available

resources and will have sufficient funds to ensure it can meet its financial liabilities as they fall due.

The Group’s subsidiary Reed & Mackay Travel Limited has a joint revolving credit facility with the Company’s

parent company Navan Inc and under this arrangement certain assets of the subsidiary have been pledged.

Given the joint nature of this arrangement, the Company has received a letter of support from Navan Inc

confirming its support to the Company, the Group and its obligations under this joint arrangement for a period

of at least twelve months from signing of these financial statements.

After making enquiries and taking into account the above factors, the directors have a reasonable

expectation that the Group and the Company have adequate resources to continue to meet its obligations as

they fall due for the foreseeable future being a period of at least twelve months from signing of these

financial statements. Accordingly, they continue to adopt the going concern basis in preparing these financial

statements.

Reed & Mackay Holdings Limited

Directors' Report (continued)

for the year ended 31 January 2026

Employment of disabled persons

The Group is committed to a policy of recruitment and promotion, on the basis of aptitude & ability without

discrimination of any kind. Management actively pursues both the employment of disabled persons

whenever a suitable vacancy arises and the continued employment and retraining of employees who

become disabled whilst employed by the Group. Particular attention is paid to the training, career

development and promotion of employees who are disabled with a view to encouraging them to play an

active role in the development of the Group.

Employee engagement

The Group is committed to engaging employees in the performance and direction of the Group. Through the

Group's performance development plans and incentive schemes, employees' objectives are closely aligned

to those of the Group. Management is committed to having the industry leading training programme and has

continued to invest in bespoke training. Furthermore, as part of a blended employee engagement approach,

the Group has developed several core e-learning programmes and employees attend monthly business

updates.

Streamlined energy and carbon reporting

The Group is committed to reducing the energy consumption and carbon impact of its business and to

supporting our clients in reducing the impact that business travel has on the environment. During the year,

the Group continued to enhance our environmental and energy management practices through a range of

initiatives aimed at improving operational efficiency and strengthening sustainability governance. Key actions

included maintaining ISO 14001 Environmental Management System certification following a successful

external audit, submitting its second Energy Savings Opportunity Scheme (ESOS) Action Plan to the

Environment Agency, and completing an independently audited global carbon footprint in accordance with

ISO 14064-1. The Group also completed a Double Materiality Assessment across the Navan Group,

published its fourth Sustainability & Responsibility Report, maintained its CDP rating, and was awarded a

Bronze EcoVadis Medal, placing it in the 84th percentile of assessed organisations. These activities support

the Group's ongoing commitment to environmental performance, energy efficiency and responsible business

practices. These activities included:

• Purchase of 100% renewable energy for our head office location in London.

• Introduction of a 100% renewable energy tariff for our office in Sydney.

• Migration to our parent company travel policy which mandates usage of economy class travel for the

majority of employees - thus significantly reducing our energy profile for international travel.

• Reduction of 85% in the size of our vehicle fleet (from 7 company cars to 1).

In accordance with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon

Report) Regulations 2018, the energy use and associated greenhouse gas emissions are for the activities of

the Company and its UK subsidiaries which it directly controls. The report excludes the non-UK based

subsidiaries which don’t qualify under the 2018 Regulations in their own right. The Group’s energy use and

greenhouse gas emissions have been calculated using supplier and internal travel booking statements for

the year ended 31 January 2026.

Emissions have been calculated using DEFRA’s 2025 UK Government conversion factors.

Estimations made in the collection of the data include:

• An estimation of the electricity consumption attributable to Reed & Mackay in buildings with shared

occupancy, based on the total building electricity consumption and the area in square metres that

Reed & Mackay occupies; and

• Where estimates are required, the activity data should be calculated to achieve a conservative

estimation of GHG emissions, to ensure that it is more likely that the emissions have been

marginally over-reported than underreported.

Reed & Mackay Holdings Limited

Directors' Report (continued)

for the year ended 31 January 2026

Streamlined energy and carbon reporting (continued)

The Group’s UK energy usage and associated greenhouse gas emissions were as follows:


	2026	2025
	MWh	MWh
Total energy usage
Total energy consumption during the ordinary course of operations	184	171

	2026	2025
	tCO2e	tCO2e
Greenhouse gas emissions
Scope 1 emissions
Emissions from combustion of gas and fuel for transport purposes	—	—
Scope 2 emissions
Emissions from purchased electricity (location & market-based)	32.53	35.35
Scope 3 emissions
Emissions from business travel in rental cars or employee owned vehicles where the Group is responsible for purchasing the fuel	3.60	4.95
	36.13	40.30

Carbon intensity

Due to the nature of the Group’s operations, the most appropriate metric to measure the carbon intensity is

per full-time employee as disclosed below.


	2026	2025
	tCO2e	tCO2e
Total energy usage
Total energy consumption during the ordinary course of operations per full-time employee	0.05	0.06

Research and development activities

On 29 January 2026, the ultimate parent company Navan Inc announced the transition of the Groups

customers to the Navan platform. In line with this announcement, the Group’s research and development

activities in relation to its legacy platforms were adjusted towards the end of the financial year to ensure the

platform remains operational for all clients during this transition period. The Group’s future research and

development activities will be focused on developments on the Navan platform to ensure the Group’s

customers future needs are met upon transition on to the Navan platform.

Directors’ confirmation

In the case of each director in office at the date the Directors’ Report is approved:

• so far as the director is aware, there is no relevant audit information of which the Company's auditors

are unaware; and

Reed & Mackay Holdings Limited

Directors' Report (continued)

for the year ended 31 January 2026

Directors’ confirmation (continued)

• they have taken all the steps that they ought to have taken as a director in order to make themselves

aware of any relevant audit information and to establish that the Company's auditors are aware of

that information.

Independent Auditors

PricewaterhouseCoopers LLP have expressed their willingness to continue in office as auditors and will be

proposed for reappointment in accordance with s485 of the Companies Act 2006.

This report was approved by the board of directors and signed on its behalf by:

R Whitehead

Director

28 October 2026

Reed & Mackay Holdings Limited

Statement of directors’ responsibilities in respect of the

financial statements

for the year ended 31 January 2026

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 Group financial statements in accordance with UK-adopted

international accounting standards and the Company financial statements in accordance with (United

Kingdom Generally Accepted Accounting Practice including FRS 101 “Reduced Disclosure Framework, 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 Company and of the profit or loss of the

Group for that period. In preparing the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK=adopted international accounting standards have been followed for the

Group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have

been followed for the Company financial statements, subject to any material departures disclosed

and explained in the financial statements;

• 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 Group and Company will continue in business.

The directors are responsible for safeguarding the assets of the Group and Company and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and

explain the Group’s and Company's transactions and disclose with reasonable accuracy at any time the

financial position of the Group and Company and enable them to ensure that the financial statements comply

with the Companies Act 2006.

Reed & Mackay Holdings Limited

Independent auditor's report to the members of Reed &

Mackay Holdings Limited

for the year ended 31 January 2026

Report on the audit of the financial statements

Opinion

In our opinion:

• Reed & Mackay Holdings Limited’s group financial statements and company financial statements

(the “financial statements”) give a true and fair view of the state of the group’s and of the company’s

affairs as at 31 January 2026 and of the group’s profit and the group’s cash flows for the year then

ended;

• the group financial statements have been properly prepared in accordance with UK-adopted

international accounting standards.

• the company financial statements have been properly prepared in accordance with FRS 101

"Reduced Disclosure Framework"; and

• the financial statements have been prepared in accordance with the requirements of the Companies

Act 2006.

We have audited the financial statements, included within the Annual Report and financial statements (the

“Annual Report”), which comprise: the Consolidated Balance Sheet and Company Balance Sheet as at 31

January 2026; the Consolidated Statement of Comprehensive Income, the Consolidated Statement of

Changes in Equity, the Company Statement of Changes in Equity and the Consolidated Statement of Cash

Flows for the year then ended; and the notes to the financial statements, comprising material accounting

policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and

applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for

the audit of the financial statements section of our report. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our

audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

Based on the work we have performed, we have not identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast significant doubt on the group's and the 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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as

to the group's and the company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in

the relevant sections of this report.

Reed & Mackay Holdings Limited

Independent auditor's report to the members of Reed &

Mackay Holdings Limited (continued)

for the year ended 31 January 2026

Report on the audit of the financial statements (continued)

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial

statements and our auditors’ report thereon. The directors are responsible for the other information. Our

opinion on the financial statements does not cover the other information and, accordingly, we do not express

an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance

thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the financial

statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we

identify an apparent material inconsistency or material misstatement, we are required to perform procedures

to conclude whether there is a material misstatement of the financial statements or a material misstatement

of the other information. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report based

on these responsibilities.

With respect to the Strategic Report and Directors' Report, we also considered whether the disclosures

required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report

certain opinions and matters as described below.

Strategic Report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic

Report and Directors' Report for the year ended 31 January 2026 is consistent with the financial statements

and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the

course of the audit, we did not identify any material misstatements in the Strategic Report and Directors'

Report.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of directors' responsibilities in respect of the financial statements,

the directors are responsible for the preparation of the financial statements in accordance with the applicable

framework and for being satisfied that they give a true and fair view. The directors are also responsible for

such internal control as they determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the

company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the directors either intend to liquidate the group or

the company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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.

Reed & Mackay Holdings Limited

Independent auditor's report to the members of Reed &

Mackay Holdings Limited (continued)

for the year ended 31 January 2026

Report on the audit of the financial statements (continued)

Responsibilities for the financial statements and the audit (continued)

Auditors’ responsibilities for the audit of the financial statements (continued)

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of

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

including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-

compliance with laws and regulations related to those imposed by the travel industry regulators and

employment laws, and we considered the extent to which non-compliance might have a material effect on

the financial statements. We also considered those laws and regulations that have a direct impact on the

financial statements such as the Companies Act 2006 and UK tax legislation. We evaluated management’s

incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of

override of controls), and determined that the principal risks were related to posting inappropriate journals

entries in the underlying books and records and management bias including in estimates. Audit procedures

performed by the engagement team included:

• Discussions with management and internal legal counsel, including consideration of known or

suspected instances of non-compliance with laws and regulation and whether there was any alleged,

suspected or actual fraud;

• Review of minutes of management and board meetings during the year;

• Review of the disclosures in the Annual report and financial statements against specific legal

requirements and assessing the compliance of disclosures against relevant legislation;

• Identifying and testing journal entries, in particular any journal entries posted with unusual account

combinations; and

• Challenging the assumptions and judgements made by management in their significant accounting

estimates and judgements.

There are inherent limitations in the audit procedures described above. We are less likely to become aware

of instances of non-compliance with laws and regulations that are not closely related to events and

transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due

to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate

concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s

website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in

accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in

giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom

this report is shown or into whose hands it may come save where expressly agreed by our prior consent in

writing.

Reed & Mackay Holdings Limited

Independent auditor's report to the members of Reed &

Mackay Holdings Limited (continued)

for the year ended 31 January 2026

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate for our audit

have not been received from branches not visited by us; or

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

• the company financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Joseph Wayne (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

28 October 2026

Reed & Mackay Holdings Limited

Consolidated Statement of Comprehensive Income

for the year ended 31 January 2026


		2026	Restated 2025
	Notes	£'000	£'000

Revenue	6	105,683	103,390
Cost of sales		(46,957)	(41,829)
Gross profit		58,726	61,561
Administrative expense		(43,891)	(43,900)
Other operating income	7	1	11
Operating profit	8	14,836	17,672
Finance income	11	2,034	347
Finance costs	12	(1,748)	(441)
Profit before taxation		15,122	17,578
Taxation	13	(11,072)	(2,714)
Profit from continuing operations		4,050	14,864
Profit from discontinued operations, net of taxation	14	58	73
Profit for the year		4,108	14,937
Other comprehensive loss
Items that may be reclassified to profit and loss
Exchange differences on translation of foreign operations		(332)	(86)
Reclassification of translation differences to profit and loss on disposal	14	(12)	—
Other comprehensive loss		(344)	(86)
Total comprehensive income for the year		3,764	14,851

Total comprehensive income for the year attributable to equity holders of the Company
Continuing operations		3,706	14,780
Discontinued operations		58	71
		3,764	14,851

The notes on pages 22 to 73 form part of these financial statements.

Reed & Mackay Holdings Limited

Consolidated Balance Sheet Registered Number: 05577881

At 31 January 2026


		At 31 January 2026	Restated as at 31 January 2025	Restated as at 1 February 2024
	Notes	£'000	£'000	£'000
Non-current assets
Intangible assets	15	42,102	43,676	39,931
Property, plant and equipment	17	408	574	590
Right of use assets	18	3,552	4,145	4,833
Investments		3	63	63
Deferred tax assets	25	186	5,326	2,323
		46,251	53,784	47,740
Current assets
Trade and other receivables	19	93,801	95,034	85,403
Cash and cash equivalents	20	44,851	30,802	22,570
Current tax asset	13	2,285	—	272
		140,937	125,836	108,245
Current liabilities
Trade and other payables	21	(90,633)	(80,715)	(72,757)
Lease liabilities	18	(1,510)	(1,578)	(949)
Current tax liabilities	13	—	(1,589)	—
		(92,143)	(83,882)	(73,706)
Net current assets		48,794	41,954	34,539
Non-current liabilities
Trade and other payables	22	—	—	(70)
Lease liabilities	18	(2,602)	(3,210)	(4,328)
Provisions	24	(3,032)	(1,105)	(865)
Deferred tax liabilities	25	(1,832)	(437)	(366)
		(7,466)	(4,752)	(5,629)
Net assets		87,579	90,986	76,650

Capital and reserves
Called-up share capital	26	244	244	244
Share premium	27	996	996	996
Capital contribution	27	32,811	32,811	32,811
Foreign currency translation reserve		(443)	(99)	(13)
Retained earnings	27	53,971	57,034	42,612
		87,579	90,986	76,650

Reed & Mackay Holdings Limited

Consolidated Balance Sheet Registered Number: 05577881

At 31 January 2026

The financial statements were approved and authorised for issue by the board and were signed on its behalf

by:

R Whitehead

Director

28 October 2026

The notes on pages 22 to 73 form part of these financial statements.

Reed & Mackay Holdings Limited

Consolidated Statement of Changes in Equity

for the year ended 31 January 2026


	Share capital	Share premium	Capital contribution	Foreign currency translation reserve	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000

At 1 February 2024 (FRS 102)	244	996	32,811	—	42,423	76,474
IFRS Adjustments	—	—	—	(13)	189	176
Comprehensive income for the year
Profit for the year	—	—	—	—	14,937	14,937
Other comprehensive loss for the year	—	—	—	(86)	—	(86)
Total comprehensive income for the year	—	—	—	(86)	14,937	14,851
Share-based payment expense (see Note 28)	—	—	—	—	9,623	9,623
Recharge from the parent company recognised for share-based payments (see Note 28)	—	—	—	—	(5,638)	(5,638)
Dividend paid	—	—	—	—	(4,500)	(4,500)
At 31 January 2025 (Restated)	244	996	32,811	(99)	57,034	90,986
Comprehensive income for the year
Profit for the year	—	—	—	—	4,108	4,108
Other comprehensive loss for the year	—	—	—	(344)	—	(344)
Total comprehensive income for the year	—	—	—	(344)	4,108	3,764
Share-based payment expense (see Note 28)	—	—	—	—	5,901	5,901
Recharge from the parent company recognised for share-based payments (see Note 28)	—	—	—	—	(8,572)	(8,572)
Dividend paid	—	—	—	—	(4,500)	(4,500)
At 31 January 2026	244	996	32,811	(443)	53,971	87,579

The notes on pages 22 to 73 form part of these financial statements.

Reed & Mackay Holdings Limited

Consolidated Statement of Cash Flows

for the year ended 31 January 2026


	2026	Restated 2025
	£'000	£'000

Cash flows from operating activities
Profit for the year	4,108	14,937
Adjustments for:
Amortisation of intangible assets	3,286	2,680
Depreciation of property, plant and equipment	267	413
Depreciation of right of use assets	1,616	1,267
Profit on sale of discontinued operations, net of taxation	(58)	—
Loss on disposal of intangible assets	407	—
Loss on disposal of property, plant and equipment	27	8
Finance income	(2,034)	(347)
Finance costs	1,748	441
Taxation expense	11,072	2,702
Share-based payment expense	5,901	9,623
Decrease / (increase) in trade and other receivables	1,304	(3,045)
Increase in trade and other payables	9,128	10,511
Increase in provisions	1,926	60
Taxation paid	(8,405)	(4,271)
Net cash generated from operating activities	30,293	34,979

Cash flows from investing activities
Interest received	659	347
Purchase of intangible assets	(2,105)	(2,525)
Purchase of property, plant and equipment	(138)	(419)
Purchase of subsidiary undertaking, net of cash acquired	—	(3,099)
Disposal of subsidiary undertakings, net of cash disposed	(277)	—
Payment of contingent consideration	(106)	(266)
Payment of deferred consideration	(521)	(634)
Net cash used in investing activities	(2,488)	(6,596)

Cash flows from financing activities
Interest paid	(70)	(389)
Bank loans repaid	(355)	(540)
Dividends paid	(4,500)	(4,500)
Payment of lease liabilities	(2,013)	(1,418)
Repayment of loan to parent undertaking	—	(7,500)
Recharge paid to parent company for share-based payments	(6,881)	(5,748)
Net cash used in financing activities	(13,819)	(20,095)

Reed & Mackay Holdings Limited

Consolidated Statement of Cash Flows

for the year ended 31 January 2026


	2026	Restated 2025
	£'000	£'000


Net increase in cash and cash equivalents	13,986	8,288

Cash and cash equivalents at beginning of the year	30,676	22,570
Foreign exchange differences in respect of cash and cash equivalents	40	(182)
Cash and cash equivalents at end of the year	44,702	30,676

Cash and cash equivalents at end of the year comprise:
Cash at bank and in hand	44,851	30,802
Bank overdraft	(149)	(126)
	44,702	30,676

The group holds restricted cash amounting to £269,000 (2025: £199,000)

The notes on pages 22 to 73 form part of these financial statements.

Reed & Mackay Holdings Limited

Notes to the Consolidated financial statements

for the year ended 31 January 2026

1. Basis of preparation

Reed & Mackay Holdings Limited (“the Company”) is a private limited company, limited by shares, domiciled

and incorporated in England and Wales. The address of the registered office is Nexus Place, 25 Farringdon

Street London. The consolidated financial statements incorporate the financial information of the Company

and its subsidiaries (together referred to as the “Group”). These financial statements have been prepared

under the historical cost convention except for certain financial instruments which are measured at fair value

and in accordance with UK-adopted International Accounting Standards (“IFRS”) and with the requirements

of the Companies Act 2006 as applicable to companies reporting under those standards.

The preparation of financial statements in compliance with IFRS requires the use of certain critical

accounting estimates. It also requires management to exercise judgement in applying the Group's

accounting policies. Further information is provided in Note 3.

The Company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and

has not presented its own Statement of Comprehensive Income in these financial statements.