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Registered number: 14961552
SPRING HOLDCO (SFL) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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SPRING HOLDCO (SFL) LIMITED
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COMPANY INFORMATION
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Clockwise Yorkshire House
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Chartered Accountants & Statutory Auditor
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SPRING HOLDCO (SFL) LIMITED
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CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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SPRING HOLDCO (SFL) LIMITED
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The directors present the Group Strategic Report for the year to 31 March 2026. In the prior year the company prepared company only accounts which were unaudited. The current year accounts have been prepared on a consolidation basis and have been audited.
The principal activity of the company is that of a holding company within the wider Stowe Family Law group. The principal activities of the group are the provision of family legal services across England and Wales; including divorce, financial and children related legal services.
Business review and key performance indicators (KPIs)
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The directors present the Group Strategic Report for the year to 31 March 2026. The comparative period ended 31 March 2025 reflected a 9-month period inclusive of 6 months of trading. 2026 was a period of further investment, consolidation, and expansion for the business. The group remains the UK’s largest specialist family law practice whilst also entering into new partnership arrangements in Scotland and Australia.
The group ended the financial year up to 31 March 2026 with 109 (2025: 99) offices, and 267 (2025: 204) full time equivalent family lawyers.
The group’s data and research confirm that our clients value the opportunity to be supported within their communities by locally based specialist legal advisors. This validates our strategy of opening modest sized offices, close to where our target client base resides or work, staffed by local teams of family law specialists.
Our plan for next year is to continue to consolidate and grow, striving to support more families within the existing communities we serve while also serving more clients through new locations. We will also attract and develop more outstanding Stowe colleagues and continue to innovate in terms of service delivery.
Complementing our organic growth, the group has continued to make strategic acquisitions, adding Kee Solicitors, Unified Lawyers and the trade and assets of Hatton Family Law in the year (adding to the 4 acquisitions made in previous years). The group will continue to assess opportunities and build a pipeline of potential future partners.
From a trading perspective, net fee income of the underlying trading business for the 12 months to 31 March 2026 increased year on year to £57.9m (from £49.6m in 2025) by working on over 18,600 client files in the period (2025: 12,400).
The group’s continued expansion leveraged earlier investments in IT, case management, marketing and client care infrastructure. These investments are expected to continue to support the growth of revenue in 2026 and beyond.
The group continues to manage its working capital cycle very efficiently. The directors have reflected on quantum and timing of amounts payable relating to contingent consideration, these are anticipated to be funded via a combination of operating cashflow, existing facilities and external debt.
The directors remain satisfied that the underlying financial performance of the business remains strong, and the business is well placed to continue its strategy of striving to serve more families by supporting both new communities and delivering growth within existing communities.
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SPRING HOLDCO (SFL) LIMITED
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
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Principal risks and uncertainties
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The principal risks and uncertainties within the group relate to the recoverability of amounts from clients and the carrying value of the investments and intangibles.
The principal risk arising from financial instruments within the group relates to the interest rates and ability to meet the repayment terms of the bank loans and preference shares issued by the group.
New business enquiries and chargeable activity have sustainably increased over the last 12 months. The group has continued to demonstrate its resilience and agility, including being able to operate effectively through challenging economic and social conditions, with its flexible approach to attracting new clients, resourcing and its property footprint.
Our plans for the business remain to continue to expand the group through opening offices in new locations, by maximising growth opportunities in our existing locations and by continuing to look for opportunities to innovate and change for the better. We will continue to assess our pipeline of inorganic opportunities and look at these to accelerate and compliment the organic growth strategy. The directors will continue to evolve Stowe’s client and colleague propositions to ensure that we continue to position ourselves as a group that delivers the best legal advice and client care to each of our clients, while attracting, developing, and retaining outstanding people who are aligned to our aspirations and values. During the year the group made a significant investment in its technology infrastructure. This investment will continue next year. The directors believe that this will be an important feature in the group's ability to meet client and colleague expectations and support ongoing growth.
Directors' statement of compliance with duty to promote the success of the group
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In accordance with section172(1) of the Companies Act 2006, the board acknowledges its duties and responsibilities to act, individually and collectively, in good faith, on behalf of the group in a way to promote the success of the group for the benefit of its key stakeholders. In doing so having regard, amongst other matters to:
∙the likely consequences of any decision in the long-term;
∙the interests of the company's employees;
∙the need to foster the company's business relationships with suppliers, customers, and others;
∙the impact of the company's operations on the community and the environment;
∙the desirability of the company maintaining a reputation for high standards of business conduct; and
∙the need to act fairly as between members of the company.
The directors also take into account the views and interests of a wider set of stakeholders when making decisions. The directors regard to these matters is embedded in their decision-making process, through the group's business strategy, culture, governance framework, management information flows and stakeholder engagement process.
The board acknowledges that not every decision will necessarily result in a positive outcome for all stakeholders and that there is frequently a need to make difficult and complex decisions based on balancing any number of competing priorities. By considering the group's strategic priorities, purpose, values and cultures and ensuring a robust decision-making process is in place. It does however, aim to balance these different perspectives to promote the success of the group for the benefit of its key stakeholders.
The directors consider the likely consequences of any decision in the long-term. The group is bound by policies consistent with the organisation's culture in key areas including, but not limited to, supplier management, customer conduct, human resources and the environment.
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SPRING HOLDCO (SFL) LIMITED
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Directors' statement of compliance with duty to promote the success of the group (continued)
The board regularly receives information to enable them to consider the impact of the group's decision on its key stakeholders. This information can be in a variety of different formats, covering financial and operation performance, key transactions, KPIs, both financial and non-financial, and risk indicators.
The directors and management ensure the business is operated in a responsible manner with the aim of ensuring that the group maintains its reputation for high standards of business conduct, quality of both product and service, as well as good governance.
The board promotes a culture of upholding the highest standards of both business and regulatory conduct and standards. It ensures these core values are communicated to the group's employees and embedded in the group's policies and procedures, employee induction and training and its risk control framework.
The board also recognises that building strong and lasting relationships with all stakeholders will help deliver our strategy in line with our long-term values, and furthermore operate a sustainable business. The directors endeavour to understand and appreciate the importance of fully understanding their duties and obligations under all relevant and current legislation.
This report was approved by the board and signed on its behalf.
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SPRING HOLDCO (SFL) LIMITED
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The directors present their audited report and the financial statements for the year ended 31 March 2026. In the prior year the company prepared company only accounts which were unaudited. The current year accounts have been prepared on a consolidation basis and have been audited.
The loss for the year, after taxation, amounted to £3,783,884 (Unaudited 9 months to 31 March 2025: £2,603,962).
The directors did not recommend the payment of a dividend in the period (Unaudited 9 months to 31 March 2025: Nil).
The directors who served during the year, and up to the date of signing this report, were:
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Louise Anne Walker (appointed 2 December 2025)
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Directors' Responsibilities Statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and 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; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Qualifying third party indemnity provisions
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There are qualifying third party indemnity provisions in place.
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SPRING HOLDCO (SFL) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Financial risk management
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The group's operations expose it to a variety of other financial risks including credit risk, liquidity risk, market and Interest risk and investment risk which the group seeks to limit the adverse effect of. The directors set risk management policies which are implemented by the group's management team. The group's policy is to finance working capital through retained earnings, and through borrowings where necessary, and to finance the acquisition of subsidiaries through borrowings at either fixed interest rates or prevailing market interest rates.
Engagement with suppliers, customers and others
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The group, alongside its competitors, is exposed to fluctuation in certain purchased materials and manages this risk, so far as is possible, by having long term relationships with key suppliers that aim to bring a high degree of stability and certainty to material costs. Our strategy also prioritises client experience and to achieve this we need to develop and maintain strong client relationships, this is achieved through regular communication and meetings, reviews, targeted marketing and the sharing of knowledge in formats such as our podcast channel Stowe Talks.
Engagement with employees
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The group has continued its practice of keeping employees informed of matters affecting them as employees and the financial and economic factors affecting the performance of the business. This is achieved through regular business updates with all employees and regular engagement surveys.
Applications for employment by disabled people are given full and fair consideration for all vacancies in accordance with their particular aptitudes and abilities. In the event of employees becoming disabled, every effort is made to retrain where appropriate or make reasonable adjustments in the workplace in order that their employment with the group may continue.
The group and company continues to meet its day to day working capital requirements through its own cash resources and the group has the additional benefit of a working capital facility with its bank to accommodate any unforeseen shifts in performance.
In this context the directors have considered the current macro economic uncertainties including the possibility of higher inflation, interest and tax rates, when preparing their going concern assessment. The directors have also considered the timing and quantum of the contingent considerations amounts expected to be payable within 12 months of the date of approval of these financial statements. These are anticipated by the directors to be funded via a combination of operating cashflow, existing committed facilities and new external debt as considered appropriate to the requirements of the group at the point the payments are due.
The group and company's forecasts and projections (for the period to 30 September 2027), taking into account reasonable changes in trading performance, show that the group and company should be able to operate within the level of its current resources and facilities.
This position gives the directors confidence that it is well placed to meet its interest payments on the external bank loans and continue to meet the associated covenants and navigate any further disruption in terms of the impact on trading results, its future order book, and most significantly, its committed and hard working Stowe team.
After making enquiries, the directors therefore have a reasonable expectation that the group and company have adequate resources to continue in operational existence for the foreseeable future, including at least twelve months from the date of approval of the financial statements.
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SPRING HOLDCO (SFL) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Streamlined Energy and Carbon Reporting (SECR) report
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The company has taken the exemption available to subsidiary companies not to disclose information in respect of greenhouse gas emissions, energy consumption and energy efficiency action given this is disclosed in the consolidated financial statements of the ultimate parent company, Spring Topco (SFL) Limited.
Matters covered in the Group Strategic Report
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As permitted under s414C(11) of the Companies Act 2006, the Directors have included information in the Strategic Report that otherwise would be required under s416(4) to be disclosed in the Director's Report, including information in respect of business activities, principal risks and uncertainties and future developments.
There have been no significant events affecting the company since the reporting date.
Disclosure of information to auditor
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The directors confirm that:
∙so far as each director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and
∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.
The auditor, Grant Thornton UK LLP, was appointed during the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPRING HOLDCO (SFL) LIMITED
We have audited the financial statements of Spring Holdco (SFL) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the company Balance Sheet, the Consolidated Statement of Changes in Equity, the company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
∙the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 March 2026 and of the group's loss for the year then ended;
∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 the 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.
Other matters- prior year financial statements unaudited
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The parent company was not required to have a statutory audit for the period ended 31 March 2025 as it was entitled to exemption from the provision of the Companies Act 2006 relating to the audit of the financial statements for the period by virtue of Section 477 and no member or members requested an audit pursuant to Section 476 of the Act. In addition, the parent company had claimed exemption from the need to prepare consolidated financial statements under s400 of the Companies Act 2006. Accordingly the corresponding figures for the period ended 31 March 2025 for the parent company and the group are unaudited.
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's and the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPRING HOLDCO (SFL) LIMITED (CONTINUED)
Conclusions relating to going concern (continued)
In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's and the parent company's business model including effects arising from macro-economic uncertainties such as interest rates and ongoing global conflicts, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going concern period.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report and financial statements. 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements 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
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPRING HOLDCO (SFL) LIMITED (CONTINUED)
Matter on which we are required to report under the Companies Act 2006
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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 Group Strategic Report or the Directors' Report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPRING HOLDCO (SFL) LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and determined that the most significant are those that relate to the reporting frameworks (Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006) and the relevant tax compliance regulations in the jurisdictions in which the group and the parent company operate together with the regulations under which a subsidiary of the group operates as a firm of solicitors;
∙We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with those charged with governance, and from inspection of legal and regulatory correspondence. We discussed the policies and procedures regarding compliance with laws and regulations with those charged with governance;
∙We assessed the susceptibility of the group and the parent company’s financial statements to material misstatement, including how fraud might occur, by evaluating management’s incentives and opportunities of manipulation of the financial statements. We determined the principal risks were in relation to:
−Journal entries posted by senior finance personnel;
−Potential management bias in determining accounting estimates especially in relation to the valuation of stock; and
−Transactions with related parties.
∙Audit procedures performed by the engagement team included:
−Evaluation of the controls established to address the risks related to irregularities and fraud;
−Testing manual journal entries, in particular journal entries relating to management estimates and entries determined to be large or relating to unusual transactions;
−Identifying and testing related party transactions.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPRING HOLDCO (SFL) LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;
∙The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team including the consideration of the engagement team's understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation and knowledge of the industry in which the group and the parent company operate;
∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Andrew Wood BA ACA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Reading
29 July 2026
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SPRING HOLDCO (SFL) LIMITED
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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Unaudited
9 month period ended 31 March
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Depreciation and software amortisation
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year/period
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Other comprehensive income
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Foreign exchange movement
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Total comprehensive loss for the year/period
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Loss for the year/period attributable to:
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Owners of the parent company
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There were no recognised gains and losses for 2026 or 2025 other than those included in the Consolidated Statement of Comprehensive Income.
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The notes on pages 21 to 47 form part of these financial statements.
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SPRING HOLDCO (SFL) LIMITED
REGISTERED NUMBER:14961552
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CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Share based payment reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 47 form part of these financial statements.
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SPRING HOLDCO (SFL) LIMITED
REGISTERED NUMBER:14961552
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COMPANY BALANCE SHEET
AS AT 31 MARCH 2026
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The result after tax of the parent company for the year was £Nil (Unaudited 9 month period ended 31 March 2025: £Nil).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 47 form part of these financial statements.
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SPRING HOLDCO (SFL) LIMITED
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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Share based payment reserve
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Equity attributable to owners of parent company
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Comprehensive loss for the year
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Foreign exchange movement
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The notes on pages 21 to 47 form part of these financial statements.
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SPRING HOLDCO (SFL) LIMITED
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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Share based payment reserve
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Equity attributable to owners of parent company
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|
Comprehensive loss for the period
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Profit for the period
(unaudited)
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Contributions by and distributions to owners
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|
Shares issued during the period (unaudited)
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Share based payment (unaudited)
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Total transactions with owners (unaudited)
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The notes on pages 21 to 47 form part of these financial statements.
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SPRING HOLDCO (SFL) LIMITED
|
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
|
|
The notes on pages 21 to 47 form part of these financial statements.
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SPRING HOLDCO (SFL) LIMITED
|
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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Contributions by and distributions to owners
|
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|
Shares issued during the period (unaudited)
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|
Total transactions with owners (unaudited)
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The notes on pages 21 to 47 form part of these financial statements.
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SPRING HOLDCO (SFL) LIMITED
|
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
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Unaudited
9 month period ended 31 March 2025
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|
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Cash flows from operating activities
|
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|
Loss for the financial year
|
|
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|
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|
|
Amortisation of intangible assets
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|
Depreciation of tangible assets
|
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Share based payment charge
|
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|
Net cash generated from operating activities
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|
Cash flows from investing activities
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|
|
Purchase of intangible fixed assets
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|
Purchase of tangible fixed assets
|
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|
Acquisition of business less cash acquired
|
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|
Net cash used in investing activities
|
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|
SPRING HOLDCO (SFL) LIMITED
|
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
|
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Unaudited
9 month period ended 31 March 2025
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Cash flows from financing activities
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Net cash from financing activities
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Net (decrease)/increase in cash and cash equivalents
|
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|
Cash and cash equivalents at beginning of year
|
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|
Cash and cash equivalents at the end of year
|
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|
Cash and cash equivalents at the end of year comprise:
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The notes on pages 21 to 47 form part of these financial statements.
|
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SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Spring Holdco (SFL) Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 14961552, and its registered head office is located at Clockwise Yorkshire House, Greek Street, Leeds, LS1 5SH.
2.Accounting policies
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|
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Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions – company only
|
The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The group and company continues to meet its day to day working capital requirements through its own cash resources and the group has the additional benefit of a working capital facility with its bank to accommodate any unforeseen shifts in performance.
In this context the directors have considered the current macro economic uncertainties including the possibility of higher inflation, interest and tax rates, when preparing their going concern assessment. The directors have also considered the timing and quantum of the contingent considerations amounts expected to be payable within 12 months of the date of approval of these financial statements. These are anticipated by the directors to be funded via a combination of operating cashflow, existing committed facilities and new external debt as considered appropriate to the requirements of the group at the point the payments are due.
The group and company's forecasts and projections (for the period to 30 September 2027), taking into account reasonable changes in trading performance, show that the group and company should be able to operate within the level of its current resources and facilities.
This position gives the directors confidence that it is well placed to meet its interest payments on the external bank loans and continue to meet the associated covenants and navigate any further disruption in terms of the impact on trading results, its future order book, and most significantly, its committed and hard working Stowe team.
After making enquiries, the directors therefore have a reasonable expectation that the group and company have adequate resources to continue in operational existence for the foreseeable future, including at least twelve months from the date of approval of the financial statements.
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Foreign currency translation
|
Functional and presentation currency
The group and company’s functional and presentation currency is GBP and all values are rounded to the nearest pound (£) except when otherwise stated.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
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|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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|
Foreign currency translation (continued)
|
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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|
|
Operating leases: the group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Short-term employee benefits and contribution plans are recognised as an expense in the period in which they are incurred.
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|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Defined contribution pension plan
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the group in independently administered funds.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Cash-settled share options are measured at fair value at the balance sheet date. The group recognises a liability at the balance sheet date based on the fair value, taking into account the estimated number of options that will actually vest and the current proportion of the vesting period that has lapsed. Changes in the fair value of this liability are recognised in the income statement.
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|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the company and the group operate and generate income.
|
|
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|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
|
|
|
Current and deferred taxation (continued)
|
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Software is amortised on a straight line basis over 3 years.
Goodwill generated from the acquisition of the Stowe Family Law Holdings Limited group, UL Group Holdings Pty Limited and Kee Solicitors Limited is amortised on a straight line basis over 10 years. Goodwill generated from other acquisitions is amortised on a straight line basis over 1 year.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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|
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|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
|
|
|
Tangible fixed assets (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
|
|
|
|
|
Long-term leasehold property
|
|
|
|
|
|
|
|
Office fixtures, fittings and equipment
|
|
Over the lease term and 33% straight line
|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
|
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.
The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's Balance Sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
Basic financial assets (continued)
Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
|
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.
Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
Judgements
In the process of preparing the financial statements, no significant judgements were applied.
Estimates
Goodwill (see note 12)
Goodwill and intangible assets on business combinations. The group established a reliable estimate of the useful life of goodwill and intangible assets arising on business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses. Determining whether goodwill and intangible assets are impaired requires an estimation of the recoverable value, which represents the higher fair value and the value in use, of the relevant cash generating unit. Management has not identified any indicators of impairment to goodwill and intangible assets.
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|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
3.Judgements in applying accounting policies (continued)
Estimates (continued)
Acquisition accounting (see note 23)
A number of judgements and estimates are necessary in establishing the opening net asset position, obligations in place at acquisition, fair value adjustments and the value of intangible assets in respect of businesses acquired. For the value of intangible assets these include estimates of future revenue, growth rates, customer retention rates, discount rates together with the period of amortisation for separable intangibles. If there were to be a change in these estimates in future periods it may indicate that there is an impairment of the underlying intangibles. No other intangible assets meeting the criteria in Financial Reporting Standard 102 section 18.8 have been identified in relation to the acquisition made in the year.
Contingent consideration (see note 23)
A number of judgements and estimates are necessary in establishing the value of contingent consideration payable following an acquisition. This estimate is based on a variety of factors such as thresholds to be met, current trading of acquired entity and expected future performance. Determining whether the value is payable requires management judgement on all three elements.
Analysis of turnover by country of destination:
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|
|
Unaudited
9 month period ended
31 March
|
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|
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|
|
All turnover is attributable to the provision of family law advice and closely related services.
|
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
|
|
|
The operating profit/(loss) is stated after charging:
|
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|
|
|
Unaudited
9 month period ended 31 March
|
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|
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|
|
|
|
|
|
|
|
|
|
|
Depreciation of tangible fixed assets
|
|
|
|
|
Operating leases - property
|
|
|
|
|
Operating leases - equipment
|
|
|
|
|
|
|
|
During the year, the group obtained the following services from the company's auditor:
|
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|
|
|
|
|
|
Unaudited
9 month
period ended
31 March
|
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|
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|
|
Fees payable to the group's auditor for the audit of the consolidated and of the group's annual financial statements
|
|
|
|
|
Fees payable to the group's auditor in respect of:
|
|
|
|
|
Taxation compliance services
|
|
|
|
|
Other services relating to taxation
|
|
|
|
|
|
|
|
|
|
Corporate finance and transaction related services
|
|
|
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
|
|
|
|
9 month period ended 31 March 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
Share based payment scheme costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The share based payment scheme costs above have been calculated based on the number of shares expected to be granted to fund the ultimate cash settlement and the estimated fair value of these shares at the date they are expected to vest. The expected final vesting date is 30 September 2029.
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
|
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|
|
|
Unaudited
9 month period ended 31 March
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
General and administrative
|
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|
|
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|
|
|
|
|
|
|
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|
|
The company has no employees other than the directors, who did not receive any remuneration (Unaudited 9 month period ended 31 March 2025: £Nil).
|
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
|
|
|
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|
|
|
Unaudited
9 month period ended 31 March
|
|
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|
|
|
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|
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|
|
|
|
|
|
|
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|
|
|
Group contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
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|
|
During the year retirement benefits were accruing to 1 director (Unaudited 9 month period ended 31 March 2025: 0) in respect of defined contribution pension schemes.
The highest paid director received remuneration of £61,489 (Unaudited 9 month period ended 31 March 2025: £Nil).
The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,000 (Unaudited 9 month period ended 31 March 2025: £Nil).
|
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|
Interest receivable and similar income
|
|
|
|
|
|
|
|
Unaudited
9 month period ended 31 March
|
|
|
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|
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|
|
|
|
|
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|
|
Other interest receivable
|
|
|
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
Unaudited
9 month period ended 31 March
|
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Amortisation of issue costs
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Unaudited
9 month
period ended
31 March
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
11.Taxation (continued)
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|
Factors affecting tax charge for the year/period
The tax assessed for the year/period is higher than (2025: higher than) the standard rate of corporation tax in the UK of25% (Unaudited 9 month period ended 31 March 2025:25%). The differences are explained below:
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Unaudited
9 month period ended 31 March
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (Unaudited 9 month period ended 31 March 2025: 25%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Adjustments in respect of previous periods - Deferred tax
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|
Deferred tax not recognised
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|
Total tax charge for the year/period
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Factors that may affect future tax charges
|
Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the Balance Sheet date.
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SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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At 1 April 2025 (unaudited)
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|
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|
|
|
On acquisition of subsidiaries
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At 1 April 2025 (unaudited)
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At 31 March 2025 (unaudited)
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|
The goodwill arising on acquisition is attributable to the acquired customer base and operational infrastructure of Kee Solicitors and Unified Lawyers. The goodwill is being amortised over its useful economic life of 10 years. In arriving at this period the directors have considered both the sector treatment and the strong growth potential.
Amortisation on intangible assets is shown separately on the face of the Consolidated Statement of Comprehensive Income.
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|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
Long-term leasehold property
|
Office fixtures, fittings and equipment
|
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|
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|
|
At 1 April 2025 (unaudited)
|
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|
|
|
|
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|
|
On acquisition of subsidiaries
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|
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At 1 April 2025 (unaudited)
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|
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|
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At 31 March 2025 (unaudited)
|
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|
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|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
Investments in subsidiary companies
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|
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|
|
At 1 April 2025 (unaudited)
|
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At 31 March 2025 (unaudited)
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|
|
The following were subsidiary undertakings of the company:
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|
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Spring Midco (SFL) Limited
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Stowe Family Law Holdings Limited*
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Stowe Family Law Finance Limited*
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Stowe Family Law Property Limited*
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Stowe Family Law Services Limited*
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Stowe Support Services LLP*
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|
Hawkins Family Law Limited*
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|
Stowe Family Law Scotland Limited*
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|
|
|
|
UL Group Holdings PTY Limited*
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* - Indirect subsidiary
1 - Clockwise, Yorkshire House, Greek Street, Leeds, England, LS1 5SH.
2 - 146 West Regent Street, Glasgow, United Kingdom, G2 2RQ.
3 - Level 5/299 Elizabeth St, Sydney NSW 2000, Australia.
On November 25th 2025 the company of Kee Solicitors was acquired by Stowe Family Law Scotland. Stowe Family Law LLP has 0% shareholding in Stowe Family Law Scotland but is a subsidiary of the group via control by virtue of a governance agreement and a corporate membership agreement.
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|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
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|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
Amounts recoverable on contracts
|
|
|
|
|
|
|
|
|
|
|
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|
|
An impairment loss of £1,162,620 (Unaudited 2025: £567,449) was recognised against trade debtors.
Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.
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|
|
Creditors: amounts falling due within one year
|
|
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|
|
Other taxation and social security
|
|
|
|
|
Accruals and deferred income
|
|
|
|
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|
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|
|
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|
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|
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A further £16.85m bank loan was issued during the year, there was no change to the terms of the loan.
Interest is charged on the bank loan on a margin schedule reflective of gearing levels measured quarterly, plus Sterling Overnight Average ("SONIA").
The bank loan is repayable in full in September 2031.
The bank loan is secured on all the assets of Spring Midco (SFL) Limited and its subsidiaries.
|
|
|
|
|
|
Analysis of the maturity of loans is given below:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Amounts falling due within one year
|
|
|
|
|
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|
|
|
|
Amounts falling due after more than 5 years
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
The amount of £44,787,042 (2025: £27,761,287) shown above is net of issue costs of £2,280,711 (2025: £2,238,713). These costs are being amortised over the period to September 2031 in line with the interest payable.
|
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
Acquired with subsidiaries
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
|
|
|
The company has no deferred tax at 31 March 2026 or 31 March 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2025 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank debt- due after one year
|
|
|
|
|
|
|
|
Bank debt- due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
69,621,931 (Unaudited 2025: 69,621,900) Ordinary shares of £0.01 each
|
|
|
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
The company's capital and reserves are as follows:
Share premium account
Includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Share based payment reserve
Reflects the value of equity instruments granted to employees or other parties as part of their compensation.
Profit and loss account
Includes all current and prior periods retained profits and losses.
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
On 1 January 2026 Stowe Family Law Services Limited acquired 100% of the share capital of UL Group Holdings Pty Limited for a total consideration of £29.6m.
|
|
Acquisition of UL Group Holdings Pty Limited
|
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directly attributable costs
|
|
|
|
Total purchase consideration
|
|
|
|
The contingent consideration is payable based on the result of the acquired entities for the 12m period to 31 December 2026.
On acquisition the level of deferred consideration expected to be paid under this arrangement was £13,125,000. The directors have reassessed the expected levels to be paid as at 31 March 2026 and have concluded that no change to the above amount is required.
|
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
23.Business combinations (continued)
|
|
Cash outflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
Directly attributable costs
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash outflow on acquisition
|
|
|
|
The results of UL Group Holdings Pty Limited since acquisition are as follows:
|
|
|
|
|
|
Current period since acquisition
|
|
|
|
|
|
|
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
23.Business combinations (continued)
|
|
On 25 November 2025 the company of Kee Solicitors was acquired by Stowe Family Law Scotland via control of Stowe Family Law LLP for a total consideration of £1.8m settled in cash.
|
|
|
Acquisition of Kee Solicitors Limited
|
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directly attributable costs
|
|
|
|
Total purchase consideration
|
|
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
23.Business combinations (continued)
|
|
The contingent consideration is payable based on the result of the acquired entities for the 12m period to 30 November 2026.
On acquisition the level of deferred consideration expected to be paid under this arrangement was £507,105. The directors have reassessed the expected levels to be paid as at 31 March 2026 and have concluded that no change to the above amount is required.
|
|
|
Cash outflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
Directly attributable costs
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash outflow on acquisition
|
|
|
|
The results of Kee Solicitors Limited since acquisition are as follows:
|
|
|
|
|
|
Current period since acquisition
|
|
|
|
|
|
|
|
|
Retirement benefit schemes
|
A stakeholder 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. The pension cost charge represents contributions payable by the group to the fund and amounted to £1,255,589 (Unaudited 9 month period ended 31 March 2025: £491,007). At the year end there was an amount of £222,445 (Unaudited 9 month period ended 31 March 2025: £161,730) due to be paid and which is included within accruals.
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
Commitments under operating leases
|
|
|
At the reporting date the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Between two and five years
|
|
|
|
|
|
|
|
|
|
The company has no operating leases 31 March 2026 or 31 March 2025.
|
Charge code 1496 1552 0001 dated 20 September 2024, held by Glas Trust Corporation Limited, contains a fixed charge, floating charge and negative pledge. This charge is in relation to the new debt in Spring Midco as part of the accessions deed.
|
|
Related party transactions
|
|
|
The company has taken advantage of the exemption allowed under Section 33.1a of FRS 102 'Related party disclosure' not to disclose transactions with other members that are wholly owned within the group.
During the year the group were charged management fees of £250,000 (9 month period ended 31 March 2025: £130,308) to Investcorp Securities Limited. At 31 March 2026 there was a creditor of £62,500 (2025: £62,500).
The directors are considered the Key Management Personnel of the group. The total amounts paid in respect of Key Management Personnel for the year ended 31 March 2026 was £1,526,441 (9 month period ended 31 March 2025: £613,287).
|
There have been no significant events affecting the group since the reporting date.
|
|
|
|
|
SPRING HOLDCO (SFL) LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
At the Balance Sheet date the directors consider that Spring Topco (SFL) Limited, a company Incorporated and registered in England and Wales, as the immediate parent company.
At the Balance Sheet date the directors consider that Investcorp Holdings B.S.C a company incorporated and registered in the Kingdom of Bahrain, is the ultimate parent company.
The smallest and largest group for which consolidated financial statements are prepared is that headed by Spring Topco (SFL) Limited. These financial statements may be obtained from The Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.
|
