Company registration number 14382444 (England and Wales)
EIGER BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
EIGER BIDCO LIMITED
COMPANY INFORMATION
Directors
Mr S Rundell
Mr S Adjepong
Mrs J Martin
Mr D B Alderson
Mr J P Clarke
Mr C Herrmannsen
Secretary
A G Secretarial Limited
Company number
14382444
Registered office
4 Webster Court
Carina Park
Westbrook
Warrington
Auditor
Barlow Andrews LLP
Carlyle House
78 Chorley New Road
Bolton
EIGER BIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 29
EIGER BIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the period ended 31 December 2023.

Eiger Bidco Limited is the holding company for Talos360 Limited, which alongside its other subsidiaries forms the Group.

 

During the period under review, the business partnered with a leading mid-market private equity firm LDC to support the next stage of its growth journey. On 15 October 2022 the Company acquired 100 percent of the issued capital of Project Eiger 3 Limited, the 80.60 percent owner of Talos360 Limited. The Company also acquired the remaining 20.40 percent shareholding of Talos360 Limited at this date.

 

The Group provides talent SAAS solutions for clients in all sectors through its own Talent Operating System. Its proprietary recruitment and engagement technology allows businesses to attract, manage and engage candidates and employees. The Group also provides traditional recruitment services including recruitment advertising and vacancy filling (‘Fulfilment’).

 

The business has become a market leader in SaaS talent solutions through the quality of its product and the service its team provides. Technology is at the forefront of the Talos360 brand and we are continually developing our products to ensure they are revolutionising the talent software industry.

 

Although the Group shows a loss for the period of £10.56m, this is primarily driven by goodwill amortisation of £4.4m and accrued interest of £5.6m on long term loan notes. These are both non-cash items and as such do not impact the group’s operating performance or ability to trade. These are expected P&L expenses in a private-equity financed group and will also arise in subsequent years.

On an operating basis, the Group is profitable with an adjusted operating profit of £0.72m, and is cash-generative with a net cash inflow from operating activities of £0.7m.

Although the Group balance sheet shows net liabilities of £10.2m, this is driven by the aforementioned goodwill amortisation and loan note interest. The group is funded by £42m of long-term loan notes from shareholders and the management team and as such is financially stable with a solid platform for further growth.

Talos360 Limited, the trading entity of the Group which was acquired by Eiger Bidco, has continued to grow its revenue year on year. Growth in software revenue remains the primary focus for Talos360 Limited, and this goal was successfully met, achieving 55% growth in software revenue compared to prior year and 10% growth in overall company revenue as shown in this entity’s standalone financial statements.

Software revenue now represents 44% of total Talos360 Limited revenue in 2023, compared to 24% two years ago. A strong product strategy driving innovation and integrations across the talent and HR sectors has been integral to driving this growth.

Principal risks and uncertainties

The execution of the Group’s strategy and the management of its business are subject to a number of risks and uncertainties. The principal risks and uncertainties are identified below:

 

EIGER BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators

The Group uses a range of performance measures to monitor and manage the business effectively.

 

The key performance indicators are considered to be turnover, software revenue, gross profit, gross margin and adjusted operating profit. These are summarised below:

 

2023

Turnover (£’000)

13,849

Software revenue (£’000)

5,912

Gross profit (£’000)

9,660

Gross profit margin (%)

70%

Adjusted operating profit/(loss) (£’000)

719

 

The Directors believe that adjusted operating profit is more reflective of the underlying performance of the Group than equivalent GAAP measures because it excludes non-operating costs and non-cash items and is therefore a better proxy for underlying operating cash. Adjusted operating profit is defined as operating profit adjusted to add back depreciation of property, plant and equipment, amortisation of intangible assets, management charges and non-operating costs. Non-operating costs are those items believed to be exceptional in nature by virtue of their size and/or incidence and include professional fees, redundancy and restructuring costs. This provides the shareholders and other users of the financial statements with the most representative year-on-year comparison of underlying operating performance attributable to shareholders.

Refer below for details of the reconciliation of adjusted operating profit to operating profit.

 

2023

Operating profit (£’000)

(5,236)

Depreciation (£’000)

150

Amortisation – development costs (£’000)

Amortisation – goodwill (£’000)

771

4,409

Non-operating costs (£’000)

625

Adjusted operating profit/(loss) (£’000)

719

EIGER BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
Other information and explanations

Employment

The Group is an equal opportunities employer and is committed to a policy of treating employees and job applicants fairly and equally.

 

All employees go through an induction into the business as well as to their individual teams so they are aware of the Group goals and values. All employees also receive regular ongoing training to ensure competence and expertise within their role in the organisation.

 

The Group is committed to giving all employees the opportunity to thrive and grow as their careers progress.

 

The Group also uses its own Talos Engage EVP software to receive regular feedback on employee wellbeing, work-life balance, benefits on offer, career opportunities etc. to ensure there is always a focus on people with the business.

 

During the year, Talos360 Limited, the main trading entity, was awarded three awards by Great Places To Work including No. 1 Best Workplace UK (Medium Category), No. 1 Best Workplace in Tech (Medium Category), No. 1 Best Workplace for Development (Medium Category). These awards are based on anonymous feedback from employees and are a reflection of the inclusive culture, strong sense of team spirit and shared vision.

 

A strong leadership team is in place including a CEO who has been the recipient of the Talint Partners TIARA Talent Tech Leader Of The Year for 3 consecutive years and in 2023 was the recipient of the Business Desk North West CEO Of the Year award.

 

Environmental and social impact

The Group strives to minimise the impact on the environment as much as possible by utilising technology wherever practical including offering hybrid working to reduce commuting.

 

The Group also carefully considers suppliers to ensure they are responsible and ethical businesses

Financial risk management objectives and policies

The Group uses various financial instruments including deposit accounts and cash, and items such as trade debtors and trade creditors that arise directly from its operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail below. The main risk arising from the Group’s financial instruments is credit risk.

 

Credit risk

The Group’s principal credit risk, is in the recovery of amounts owed by trade debtors. In order to manage credit risk the Directors assess customers based on a combination of payment history and other information. Credit limits are reviewed on a regular basis in conjunction with debt ageing and collection history.

 

Liquidity risk

The Group regularly forecasts cash flow and maintains an appropriate balance of cash to ensure that sufficient funds are available to cover future expenses and capital expenditure.

On behalf of the board

Mr S Adjepong
Director
15 July 2024
EIGER BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -

The directors present their annual report and financial statements for the period ended 31 December 2023.

Principal activities

The principal activity of the company and group is that of a holding company of a trading group. The company was incorporated on 28 September 2022.

 

The subsidiary undertakings are as follows;

 

Project Eiger 3 Limited - Intermediate holding company

Talos360 Limited - Talent software solutions and recruitment related activities.

Results and dividends

The results for the period are set out on page 10.

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

Directors

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

Mr S Rundell
(Appointed 28 September 2022)
Mr S Adjepong
(Appointed 15 October 2022)
Mrs J Martin
(Appointed 15 October 2022)
Mr D B Alderson
(Appointed 15 October 2022)
Mr J P Clarke
(Appointed 15 October 2022)
Mr C Herrmannsen
(Appointed 15 October 2022)
Research and development

During the period Talos 360 Limited incurred £1,559,580 of Research and Development expenditure.

Future developments

The group is continually investing in product development to ensure its software products are at the forefront of the talent sector.

Auditor

Barlow Andrews LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Strategic Report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the fair review of the business and principal risks and uncertainties.
Statement of disclosure to auditor

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

Medium-sized companies exemption

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

EIGER BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -
On behalf of the board
Mr S Adjepong
Director
15 July 2024
2024-07-15
EIGER BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -

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

 

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

 

 

The directors are 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. They are also 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.

EIGER BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EIGER BIDCO LIMITED
- 7 -
Opinion

We have audited the financial statements of Eiger Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

EIGER BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EIGER BIDCO LIMITED
- 8 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

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

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

EIGER BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EIGER BIDCO LIMITED
- 9 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

 

To address the risk of fraud through management bias and override of controls, we:

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

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

Adam Woodward (Senior Statutory Auditor)
For and on behalf of Barlow Andrews LLP
15 July 2024
Chartered Accountants
Statutory Auditor
Carlyle House
78 Chorley New Road
Bolton
EIGER BIDCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 10 -
Period
ended
31 December
2023
Notes
£
Turnover
3
13,849,353
Cost of sales
(4,189,049)
Gross profit
9,660,304
Administrative expenses
(9,567,757)
Operating profit before depreciation and amortisation
4
92,547
Depreciation and amortisation
(5,328,643)
Operating loss
(5,236,096)
Interest receivable and similar income
10,559
Interest payable and similar expenses
7
(5,615,433)
Amounts written off investments
(69)
Loss before taxation
(10,841,039)
Tax on loss
8
279,541
Loss for the financial period
(10,561,498)
Loss for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
EIGER BIDCO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
Notes
£
£
Fixed assets
Goodwill
9
31,996,617
Other intangible assets
9
754,230
Total intangible assets
32,750,847
Tangible assets
10
305,820
33,056,667
Current assets
Debtors
13
4,139,185
Cash at bank and in hand
1,111,031
5,250,216
Creditors: amounts falling due within one year
14
(6,698,432)
Net current liabilities
(1,448,216)
Total assets less current liabilities
31,608,451
Creditors: amounts falling due after more than one year
15
(41,847,171)
Net liabilities
(10,238,720)
Capital and reserves
Called up share capital
19
81,389
Share premium account
20
241,389
Profit and loss reserves
20
(10,561,498)
Total equity
(10,238,720)

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

The financial statements were approved by the board of directors and authorised for issue on 15 July 2024 and are signed on its behalf by:
15 July 2024
Mr S  Adjepong
Director
Company registration number 14382444 (England and Wales)
EIGER BIDCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
Notes
£
£
Fixed assets
Investments
11
33,034,466
Current assets
Debtors
13
3,484,770
Cash at bank and in hand
26,930
3,511,700
Creditors: amounts falling due within one year
14
(100,091)
Net current assets
3,411,609
Total assets less current liabilities
36,446,075
Creditors: amounts falling due after more than one year
15
(41,846,960)
Net liabilities
(5,400,885)
Capital and reserves
Called up share capital
19
81,389
Share premium account
20
241,389
Profit and loss reserves
20
(5,723,663)
Total equity
(5,400,885)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £5,723,663.

The financial statements were approved by the board of directors and authorised for issue on 15 July 2024 and are signed on its behalf by:
15 July 2024
Mr S  Adjepong
Director
Company registration number 14382444 (England and Wales)
EIGER BIDCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 28 September 2022
-
-
-
-
Period ended 31 December 2023:
Loss and total comprehensive income
-
-
(10,561,498)
(10,561,498)
Other movements
81,389
241,389
-
322,778
Balance at 31 December 2023
81,389
241,389
(10,561,498)
(10,238,720)
EIGER BIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 28 September 2022
-
-
-
-
Period ended 31 December 2023:
Profit and total comprehensive income
-
-
(5,723,663)
(5,723,663)
Other movements
81,389
241,389
-
322,778
Balance at 31 December 2023
81,389
241,389
(5,723,663)
(5,400,885)
EIGER BIDCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 15 -
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
23
369,912
Interest paid
(24,975)
Income taxes refunded
337,676
Net cash inflow/(outflow) from operating activities
682,613
Investing activities
Purchase of business
(33,034,466)
Transaction costs incurred on acquisition
(3,305,522)
Interest accrued on investment
(5,590,458)
Cash acquired on acquisition of a business
1,822,830
Purchase of intangible assets
(972,171)
Purchase of tangible fixed assets
(17,610)
Proceeds from disposal of tangible fixed assets
22,851
Interest received
10,559
Net cash used in investing activities
(41,063,987)
Financing activities
Issue of shares
322,778
Proceeds from issue of debentures
41,846,960
Repayment of bank loans
(585,833)
Payment of finance leases obligations
(91,500)
Net cash generated from/(used in) financing activities
41,492,405
Net increase in cash and cash equivalents
1,111,031
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
1,111,031
EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 16 -
1
Accounting policies
Company information

Eiger Bidco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 4 Webster Court, Carina Park, Westbrook, Warrington.

 

The group consists of Eiger Bidco Limited and all of its subsidiaries, which are detailed in note 12.

1.1
Reporting period

The financial statements are presented for a 14 month period ended 31 December 2023. The reporting period has been extended to ensure the reported financial position aligns to the financial period of the trading subsidiary.

1.2
Accounting convention

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

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

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

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

 

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Investments in subsidiaries are accounted for at cost less impairment.

 

The group financial statements have been prepared in accordance with the principles of acquisition accounting. The profits of subsidiaries have been included in the financial statements from the period of acquisition, being 15 October 2022. Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Eiger Bidco Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2023.

 

All intra-group transactions and balances are eliminated on consolidation.

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

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT.

The Group recognises both software and advertising revenue and costs to the extent that the software and/or advertising has been used by the customer, thereby matching the revenue recognised and costs by accruing and deferring as appropriate.

 

For fulfilment services, the Group recognises revenue from placement of candidates when candidates commence employment with a customer.

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.8
Intangible fixed assets - goodwill

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

1.9
Intangible fixed assets other than goodwill

Intangible assets are software development costs, recognised initially at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

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

Development costs
50% straight line
EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.10
Tangible fixed assets

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

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

Fixtures and fittings
10-50% straight line
IT Equipment
33-50% straight line

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

1.11
Fixed asset investments

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

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

1.12
Impairment of fixed assets

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

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.14
Financial instruments

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

 

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

 

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

Fair value measurement of financial instruments

Interests in borrowings are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Transaction costs are expensed to profit or loss as incurred. Changes in fair value are recognised in other comprehensive income except to the extent that a gain reverses a loss previously recognised in profit or loss, or a loss exceeds the accumulated gains recognised in equity; such gains and loss are recognised in profit or loss.

EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Basic financial assets

Basic financial assets, which include trade debtors and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade creditors, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

 

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

1.15
Equity instruments

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

1.16
Taxation

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

Current tax

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

EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Deferred tax

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

 

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

1.17
Employee benefits

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

 

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

 

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

1.18
Retirement benefits

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

1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

2
Judgements and key sources of estimation uncertainty

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

 

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

EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 21 -
3
Turnover and other revenue
2023
£
Turnover analysed by class of business
Software revenue
5,911,496
Advertising credit revenue
6,933,121
Fulfilment revenue
1,004,736
13,849,353
2023
£
Other revenue
Interest income
10,559
4
Operating loss
2023
£
Operating loss for the period is stated after charging:
Research and development costs
1,559,580
Fees payable to the subsidiary's auditor for the audit of the subsidiary's financial statements
21,270
Fees payable to the group's auditor for the audit of the group's financial statements
5,500
Depreciation of owned tangible fixed assets
95,457
Depreciation of tangible fixed assets held under finance leases
54,173
Loss on disposal of tangible fixed assets
1,591
Amortisation of intangible assets
5,179,013
Operating lease charges
276,012
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2023
2023
Number
Number
Operations
40
-
Sales
35
-
Technology development
21
-
Administration & other
14
-
Management
10
6
Total
120
6
EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
5,825,834
-
0
Social security costs
792,347
-
Pension costs
262,930
-
0
6,881,111
-
0

Ex-gratia payments recognised in the year and included above amounted to £13,179.

 

Redundancy payments recognised in the year and included above amounted to £70,626.

6
Directors' remuneration
2023
£
Remuneration for qualifying services
635,931
Company pension contributions to defined contribution schemes
79,328
715,259
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
£
Remuneration for qualifying services
370,188
Company pension contributions to defined contribution schemes
2,458

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3.

7
Interest payable and similar expenses
2023
£
Interest on bank overdrafts and loans
5,590,127
Interest on finance leases and hire purchase contracts
25,306
Total finance costs
5,615,433

Interest on bank overdrafts and loans relates to accrued interest arising on long term Loan notes. Interest is payable on maturity of the Loan notes

EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 23 -
8
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
(279,541)

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

2023
£
Loss before taxation
(10,841,039)
Expected tax credit based on the standard rate of corporation tax in the UK of 22.73%
(2,464,497)
Tax effect of expenses that are not deductible in determining taxable profit
1,285,601
Unutilised tax losses carried forward
19,779
Effect of change in corporation tax rate
34,568
Depreciation in excess of permanent capital allowances
210,992
Amortisation on assets not qualifying for tax allowances
999,500
Research and development tax credit
(292,680)
R&D expenditure restricted in respect of tax credit
(72,804)
Taxation credit
(279,541)
9
Intangible fixed assets
Group
Goodwill
Development costs
Total
£
£
£
Cost
At 28 September 2022
-
0
-
0
-
0
Additions
36,405,129
1,524,731
37,929,860
At 31 December 2023
36,405,129
1,524,731
37,929,860
Amortisation and impairment
At 28 September 2022
-
0
-
0
-
0
Amortisation charged for the period
4,408,512
770,501
5,179,013
At 31 December 2023
4,408,512
770,501
5,179,013
Carrying amount
At 31 December 2023
31,996,617
754,230
32,750,847
The company had no intangible fixed assets at 31 December 2023.
EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 24 -
10
Tangible fixed assets
Group
Fixtures and fittings
IT Equipment
Motor vehicles
Total
£
£
£
£
Cost
At 28 September 2022
-
0
-
0
-
0
-
0
Additions
412,194
43,241
24,457
479,892
Disposals
-
0
-
0
(24,457)
(24,457)
At 31 December 2023
412,194
43,241
-
0
455,435
Depreciation and impairment
At 28 September 2022
-
0
-
0
-
0
-
0
Depreciation charged in the period
114,562
35,053
15
149,630
Eliminated in respect of disposals
-
0
-
0
(15)
(15)
At 31 December 2023
114,562
35,053
-
0
149,615
Carrying amount
At 31 December 2023
297,632
8,188
-
0
305,820
The company had no tangible fixed assets at 31 December 2023.

Within tangible fixed assets are assets held under hire purchase, with a net book value at the period end of £213,094.

11
Fixed asset investments
Group
Company
2023
2023
Notes
£
£
Investments in subsidiaries
12
-
0
33,034,466
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 28 September 2022
-
Additions
33,034,466
At 31 December 2023
33,034,466
Carrying amount
At 31 December 2023
33,034,466
EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 25 -
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Talos360 Limited
4 Webster Court, Carina Park, Westbrook, Warrington
Ordinary
19.40
80.60
Project Eiger 3 Limited
4 Webster Court, Carina Park, Westbrook, Warrington
Ordinary
100.00
-
13
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
1,827,842
-
0
Corporation tax recoverable
209,192
-
0
Amounts owed by group undertakings
-
3,475,459
Other debtors
4,324
-
0
Prepayments and accrued income
2,097,827
9,311
4,139,185
3,484,770
14
Creditors: amounts falling due within one year
Group
Company
2023
2023
Notes
£
£
Obligations under finance leases
17
83,692
-
0
Trade creditors
713,729
33,933
Other taxation and social security
476,980
60,583
Other creditors
46,570
-
0
Accruals and deferred income
5,377,461
5,575
6,698,432
100,091
15
Creditors: amounts falling due after more than one year
Group
Company
2023
2023
Notes
£
£
Obligations under finance leases
17
211
-
0
Other borrowings
16
41,846,960
41,846,960
41,847,171
41,846,960

Bank facilities and other borrowings are secured by fixed and floating charges over all assets and undertakings of the company.

EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 26 -
16
Loans and overdrafts
Group
Company
2023
2023
£
£
Other loans
41,846,960
41,846,960
Payable after one year
41,846,960
41,846,960

The long-term loans notes are secured in favour of the noteholders by way of a guarantee and a debenture against the group companies.

 

The effective rate of interest is 11% per annum. Arrangement fees are being amortised straight-line over 4 years.

17
Finance lease obligations
Group
Company
2023
2023
£
£
Future minimum lease payments due under finance leases:
Within one year
83,692
-
0
In two to five years
211
-
0
83,903
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

18
Retirement benefit schemes
2023
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
262,930

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

EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 27 -
19
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A shares of 10p each
200,000
20,000
Ordinary B shares of 50p each
67,748
33,874
Ordinary C shares of 50p each
55,030
27,515
322,778
81,389

Each class of shares carry one vote per share. Any profits available for distribution which the group determines to distribute shall be distributed amongst the holders of the equity shares pari passu.

20
Reserves
Share premium

The 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 the share premium.

Equity reserve

The profit and loss reserve includes all current retained losses.

21
Acquisition of a business

On 15 October 2022 the group acquired 100 percent of the issued capital of Project Eiger 3 Limited, the 80.60 percent owner of Talos360 Limited. The group also acquired the remaining 20.40 percent shareholding of Talos360 Limited at this date.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
551,207
-
551,207
Property, plant and equipment
463,637
-
463,637
Investments
70
-
70
Trade and other receivables
2,741,057
-
2,741,057
Cash and cash equivalents
1,822,830
-
1,822,830
Borrowings
(585,833)
-
(585,833)
Obligations under finance leases
(175,407)
-
(175,407)
Trade and other payables
(8,455,551)
-
(8,455,551)
Tax liabilities
267,327
-
267,327
Total identifiable net assets
(3,370,663)
-
(3,370,663)
Goodwill
36,405,129
Total consideration
33,034,466
EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
21
Acquisition of a business
(Continued)
- 28 -
The consideration was satisfied by:
£
Issue of debentures
33,034,466
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
13,849,353
Loss after tax
(428,747)
22
Related party transactions
Transactions with related parties

At the period end, £13,263 was outstanding to LDC (Managers) Limited, a connected company.

 

During the period, directors subscribed for 62,998 B shares and 42,709 C shares in the company. These directors also subscribed for loan notes in the company amounting to £8,606,201.

23
Cash generated from/(absorbed by) group operations
2023
£
Loss for the period after tax
(10,561,498)
Adjustments for:
Taxation credited
(279,541)
Finance costs
5,615,433
Investment income
(10,490)
Loss on disposal of tangible fixed assets
1,591
Amortisation and impairment of intangible assets
5,179,013
Depreciation and impairment of tangible fixed assets
149,630
Movements in working capital:
Increase in debtors
(1,188,936)
Increase in creditors
1,464,710
Cash generated from/(absorbed by) operations
369,912
EIGER BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 29 -
24
Analysis of changes in net debt - group
28 September 2022
Cash flows
Other non-cash changes
31 December 2023
£
£
£
£
Cash at bank and in hand
-
1,111,031
-
1,111,031
Borrowings excluding overdrafts
-
(36,256,502)
(5,590,458)
(41,846,960)
Obligations under finance leases
-
(83,903)
-
(83,903)
-
(35,229,374)
(5,590,458)
(40,819,832)
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