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Company registration number: 12978643







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


PROJECT BARCLAY TOPCO LIMITED






































img6178.png                        

 


PROJECT BARCLAY TOPCO LIMITED
 


 
COMPANY INFORMATION


Directors
A Gaby  
R C Griffith 
T Purkis 




Registered number
12978643



Registered office
North Heath Lane Industrial Estate

Horsham

West Sussex

RH12 5UX




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Ashcombe House

5 The Crescent

Leatherhead

Surrey

KT22 8DY





 


PROJECT BARCLAY TOPCO LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 4
Directors' Report
5 - 6
Independent Auditors' Report
7 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Statement of Financial Position
12
Company Statement of Financial Position
13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 36


 


PROJECT BARCLAY TOPCO LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
A review of the business and future developments, including key performance indicators and the principal risks and uncertainties are set out below.

Business review
 
Project Barclay Topco Limited is a holding company and the ultimate parent undertaking of the Envitia Group. The Envitia Group provides solution services in data science and software products to the defence and public sectors, including data modelling, architectures and analytics. The Group seeks to solve complex data challenges for their customers, through their staff expertise and software technologies, enabling them to make better and faster decisions. Principal customers are located in the UK and North America.
Revenues increased to £8.7m (2022: £7.4m) in the financial year as the Group began to see the benefit of its various internal reorganisations in prior years, and to set the Group up for long-term future success. 
The Group made a loss before tax of £3,207,493 (2022: £2,376,913) for the year ended 31 December 2023 and had net liabilities of £7,177,374 (2022: £4,184,916) as at the balance sheet date. The Group is subject to investor covenant testing on a regular basis. Breach of an investor covenant has been noted during the financial year. Covenant waivers have been obtained from the investor.
Though the trading companies continued to remain profitable during the year ended 31 December 2023, the capitalisation structure following the MBO in December 2020 has meant that the amortisation of goodwill arising on acquisition and the interest payable on debenture loan notes have resulted in a loss before tax. Further detail is included in the financial key performance indicators on page 2.
Product development is a key element of the Group's business, ensuring that its software products remain cutting edge and builds on the success of the past in having its products deeply embedded in some of the world’s largest and longest standing companies. Development in the year focused on improving existing code and functionality to increase reliability and efficiency of support, and future phases of the platform continue to be planned and evaluated.
The Directors thank all the employees who have continued to deliver a high standard of professional service and innovation, with integrity and agility, to the great credit of the Group and benefit of its customers.
 

Future development
 
The Group's strategy for 2024 involves growing its engineering and consulting business with current programmes expected to continue to expand. In addition, opportunities with new organisations and programmes are seen as a key element of future growth in expanding the customer base beyond the traditional defence and public sector base.
Product development remains key for the future of the business and 2024 will see further innovation around data technology which will further inform the development roadmap and meet our customers’ and wider market need to make the most from their data ecosystem.

Page 1

 


PROJECT BARCLAY TOPCO LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The principal risk to the business arises from the timing of orders particularly from public sector clients. The business is continually investing in long-term professional business development and account management to increase visibility of new business and support growth. The Group's enduring customer relationships stem from a commitment to innovation, service excellence and agility.
The main financial risks arising from the Group's activities are credit, interest rate, liquidity, and foreign exchange. These are regularly monitored by the board of directors and were not considered significant at the balance sheet date.
The Group's policy in respect of credit risk is to complete appropriate checks on potential customers before sales are made. 
The Group's policy in respect of interest rate and liquidity risks is to actively manage its cash deposits and access to short term borrowings to ensure the Group has sufficient funds for operations. Cash deposits are held in interest bearing accounts which earn interest at a floating rate. Short term borrowings bear interest at a floating rate. 
The Group's policy in respect of currency risk is to negotiate with customers to minimise that risk and use forward currency contracts where appropriate.

Financial key performance indicators
 
                       2023    2022
                                £'000s           £'000s 
 
 
Turnover                      8,690   7,423 
   
% Turnover movement                   17.1%             -12.7% 
   
Adjusted EBITDA*                                                                                                            721                 1,138 
   
% Adjusted EBITDA of turnover                            8.3%              15.3%  
    
Research and development expenditure                              40              244
*Adjusted EBITDA represents the underlying earnings of the business, removing group, exceptional and other one-off items from ‘book’ or unadjusted EBITDA.

Section 172 statement
 
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision making. The Directors continue to have regard to the interests of the Company’s employees and other stakeholders, including the impact of its activities on the community, the environment and the Company’s reputation, when making decisions. Acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term. We explain in this annual report, and below, how the Board engages with stakeholders.
The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006.
 
Page 2

 


PROJECT BARCLAY TOPCO LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


The Board regularly reviews our principal stakeholders and how we engage with them. This is achieved through information provided by management and also by direct engagement with stakeholders themselves.
The Board has enhanced its methods of engagement with the workforce. In that regard, the Company held weekly employee meetings to ensure good levels of communication as well as extensive use of feedback surveys to assess its success in improving employee morale.
The Company aims to work responsibly with stakeholders, including suppliers. The Board periodically reviews its anti-corruption and anti-bribery, equal opportunities and whistleblowing policies as part of its regular review of process as part of maintaining its best practice approach to suppliers.
Section 172 statement (continued)
The Company remains active in the local community and holds monthly charitable events to raise money for local and national charities.
Key decisions made impacting stakeholders are set out below:
 
Significant events/decisions
Key stakeholders
Actions and impact
Focus on customer delivery
Customers, employees
Project resourcing planning restructured to better allocate and prioritise resources and improve utilisation. Planning more clearly identified resource gaps allowing better targeted recruitment. Project management activities focused on customer needs, improving communication and ensuring delivery. Customer delivery is to be overseen by the Head of Delivery.
 
Development of technology
Customers, employees, shareholders
Approach to product development was reassessed in the prior year with the appointment of a new CTO and product owner to bring clearer focus on product roadmap and development processes. Development activities are more clearly planned and prioritised improving staff focus, delivery to customers and shareholder value.
 
Improvement of support efficiency 
Employees, customers 
Support processes and approach are regularly assessed throughout the year to improve the efficiency of support. Support calls being allocated to dedicated project managers substantially reduces both the number of outstanding calls as well as the time to respond, leading to improvement in customer and employee satisfaction.
 
Focus on continuous improvement 
Employees, customers
The business appointed a Quality Assurance manager in the prior year and seeks to ensure all processes remain up to date and able to support the growth planned for the business. ISO27001 and ISO9001 accreditations maintained. Specialist consultants to advise and assist the company and assist in QA activities are also periodically engaged.

 
Page 3

 


PROJECT BARCLAY TOPCO LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023



This report was approved by the board and signed on its behalf.



R C Griffith
Director

Date: 26 July 2024

Page 4

 


PROJECT BARCLAY TOPCO LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 of the Company and the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £2,976,506 (2022 - loss £2,278,249).

The directors do not recommend the payment of a dividend.

Directors

The directors who served during the year were:

A Gaby 
R C Griffith 
N Lodey (resigned 28 July 2023)
T Purkis  
O B Drake  (resigned 5 June 2023)

Matters covered in the Group Strategic Report

The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Company's Strategic Report the Company's Strategic Report Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

Page 5

 


PROJECT BARCLAY TOPCO LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsMenzies LLPwill 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.
 





R C Griffith
Director

Date: 26 July 2024

Page 6

 


PROJECT BARCLAY TOPCO LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY TOPCO LIMITED

Opinion


We have audited the financial statements of Project Barclay Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. In connection with our audit of the financial statements, our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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.


In connection with our audit of the financial statements, 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 Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportIn connection with our audit of the 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. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.


Page 7

 


PROJECT BARCLAY TOPCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY TOPCO LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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.


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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.


Page 8

 


PROJECT BARCLAY TOPCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY TOPCO LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

In connection with our audit of the financial statements, our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including;
 
°The Companies Act 2006;
°Financial Reporting Standard 102;
°UK employment legislation;
°UK health and safety legislation;
°General Data Protection Regulations; and
°UK tax legislation
 
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
 
We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
 
The engagement partner assessed whether the Group engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
 
We assessed the susceptibility of the Group financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
 
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
°Understanding how those charged with governance considered and addressed the potential for override of control or other inappropriate influence over the financial reporting process;
°Challenging assumptions and judgements made by management in its significant accounting estimates; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account
  combinations.
 
As a result of the above procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the following areas:
 
°The application of inappropriate judgements or estimation to manipulate the Group's financial position;
°Posting of unusual journals and complex transactions;
°The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests.
 
Page 9

 


PROJECT BARCLAY TOPCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY TOPCO LIMITED (CONTINUED)


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' 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 2006Our 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 Auditors' 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.





Caroline Milton FCA (Senior Statutory Auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
Ashcombe House
5 The Crescent
Leatherhead
Surrey
KT22 8DY

26 July 2024
Page 10

 


PROJECT BARCLAY TOPCO LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
       4 
8,690,344
7,423,445

Cost of sales
  
(4,869,308)
(3,752,139)

Gross profit
  
3,821,036
3,671,306

Administrative expenses
  
(4,997,266)
(4,457,298)

Exceptional administrative expenses
 12 
(442,066)
-

Operating loss
 5 
(1,618,296)
(785,992)

Interest receivable and similar income
 9 
3,745
566

Interest payable and similar expenses
 10 
(1,592,942)
(1,591,487)

Loss before taxation
  
(3,207,493)
(2,376,913)

Tax on loss
 11 
230,987
98,664

Loss for the financial year
  
(2,976,506)
(2,278,249)

  

Foreign exchange reserve movement
  
(3,451)
4,231

Other comprehensive income for the year
  
(3,451)
4,231

Total comprehensive income for the year
  
(2,979,957)
(2,274,018)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(2,976,506)
(2,278,249)

  
(2,976,506)
(2,278,249)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(2,979,957)
(2,274,018)

  
(2,979,957)
(2,274,018)

The notes on pages 18 to 36 form part of these financial statements.

Page 11

 


PROJECT BARCLAY TOPCO LIMITED
REGISTERED NUMBER:12978643



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
10,472,834
11,940,257

Tangible assets
 14 
114,102
101,322

  
10,586,936
12,041,579

Current assets
  

Debtors: amounts falling due within one year
 16 
2,676,321
1,880,667

Cash at bank and in hand
  
1,861,991
2,531,936

  
4,538,312
4,412,603

Creditors: amounts falling due within one year
 17 
(1,475,807)
(1,401,790)

Net current assets
  
 
 
3,062,505
 
 
3,010,813

Total assets less current liabilities
  
13,649,441
15,052,392

Creditors: amounts falling due after more than one year
 18 
(20,776,815)
(19,187,308)

Provisions for liabilities
  

Other provisions
 21 
(50,000)
(50,000)

  
 
 
(50,000)
 
 
(50,000)

Net assets excluding pension asset
  
(7,177,374)
(4,184,916)

Net liabilities
  
(7,177,374)
(4,184,916)


Capital and reserves
  

Allotted, called up and fully paid share capital
 22 
4,091
4,975

Share premium account
 23 
354,908
366,525

Foreign exchange reserve
 23 
3,909
7,360

Profit and loss account
 23 
(7,540,282)
(4,563,776)

Equity attributable to owners of the parent Company
  
(7,177,374)
(4,184,916)

  
(7,177,374)
(4,184,916)


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

R C Griffith
Director

Date: 26 July 2024

The notes on pages 18 to 36 form part of these financial statements.

Page 12

 


PROJECT BARCLAY TOPCO LIMITED
REGISTERED NUMBER:12978643



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 15 
224,001
224,001

  
224,001
224,001

Current assets
  

Debtors: amounts falling due within one year
 16 
188,787
175,282

  
188,787
175,282

Creditors: amounts falling due within one year
 17 
(39,517)
(27,016)

Net current assets
  
 
 
149,270
 
 
148,266

Total assets less current liabilities
  
373,271
372,267

  

Net assets
  
373,271
372,267


Capital and reserves
  

Allotted, called up and fully paid share capital
 22 
4,091
4,975

Share premium account
 23 
354,908
366,525

Profit and loss account brought forward
  
767
14,315

Other changes in the profit and loss account

  

-
(10,295)

Profit and loss account carried forward
 23 
14,272
767

  
373,271
372,267


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




R C Griffith
Director

Date: 26 July 2024

The notes on pages 18 to 36 form part of these financial statements.

Page 13

 


PROJECT BARCLAY TOPCO LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2022
4,975
366,525
3,129
(2,275,232)
(1,900,603)


Comprehensive income for the year

Loss for the year

-
-
-
(2,278,249)
(2,278,249)

Foreign exchange reserve
-
-
4,231
-
4,231


Other comprehensive income for the year
-
-
4,231
-
4,231


Total comprehensive income for the year
-
-
4,231
(2,278,249)
(2,274,018)


Contributions by and distributions to owners

Purchase of own shares
-
-
-
(10,295)
(10,295)


Total transactions with owners
-
-
-
(10,295)
(10,295)



At 1 January 2023
4,975
366,525
7,360
(4,563,776)
(4,184,916)


Comprehensive income for the year

Loss for the year

-
-
-
(2,976,506)
(2,976,506)

Foreign exchange
-
-
(3,451)
-
(3,451)


Other comprehensive income for the year
-
-
(3,451)
-
(3,451)


Total comprehensive income for the year
-
-
(3,451)
(2,976,506)
(2,979,957)


Contributions by and distributions to owners

Shares cancelled during the year
(884)
(11,617)
-
-
(12,501)


Total transactions with owners
(884)
(11,617)
-
-
(12,501)


At 31 December 2023
4,091
354,908
3,909
(7,540,282)
(7,177,374)


The notes on pages 18 to 36 form part of these financial statements.

Page 14

 


PROJECT BARCLAY TOPCO LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
4,975
366,525
14,315
385,815


Comprehensive income for the year

Loss for the year
-
-
(3,253)
(3,253)
Total comprehensive income for the year
-
-
(3,253)
(3,253)


Contributions by and distributions to owners

Purchase of own shares
-
-
(10,295)
(10,295)


Total transactions with owners
-
-
(10,295)
(10,295)



At 1 January 2023
4,975
366,525
767
372,267


Comprehensive income for the year

Profit for the year
-
-
13,505
13,505
Total comprehensive income for the year
-
-
13,505
13,505


Contributions by and distributions to owners

Shares cancelled during the year
(884)
(11,617)
-
(12,501)


Total transactions with owners
(884)
(11,617)
-
(12,501)


At 31 December 2023
4,091
354,908
14,272
373,271


The notes on pages 18 to 36 form part of these financial statements.

Page 15

 


PROJECT BARCLAY TOPCO LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(2,976,506)
(2,278,249)

Adjustments for:

Amortisation of intangible assets
1,618,572
1,656,399

Depreciation of tangible assets
62,446
65,630

Loss on disposal of tangible assets
841
11,784

Interest charge
1,589,505
1,589,507

Interest received
(3,745)
(566)

Taxation charge
16,235
98,664

(Increase) in debtors
(636,321)
(52,384)

Increase in creditors
93,491
81,424

Increase/(decrease) in provisions
-
(409,239)

Corporation tax (paid)
(195,042)
(207,503)

Interest paid
(3,437)
(1,980)

Net cash generated from operating activities

(433,961)
553,487


Cash flows from investing activities

Purchase of intangible fixed assets
(126,235)
(215,995)

Purchase of tangible fixed assets
(76,067)
(91,056)

Purchase of fixed asset investments
(24,914)
(93,465)

Interest received
3,745
566

Net cash from investing activities

(223,471)
(399,950)

Cash flows from financing activities

Purchase of ordinary shares into treasury
-
(10,295)

Interest paid
3,439
1,980

Shares cancelled
(12,501)
-

Movement in foreign exchange reserve
(3,451)
4,231

Net cash used in financing activities
(12,513)
(4,084)

Net (decrease)/increase in cash and cash equivalents
(669,945)
149,453

Cash and cash equivalents at beginning of year
2,531,936
2,382,483

Cash and cash equivalents at the end of year
1,861,991
2,531,936


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,861,991
2,531,936

1,861,991
2,531,936


Page 16

 


PROJECT BARCLAY TOPCO LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

2,531,936

(669,945)

1,861,991

Debt due after 1 year

(19,187,308)

(1,589,507)

(20,776,815)


(16,655,372)
(2,259,452)
(18,914,824)

The notes on pages 18 to 36 form part of these financial statements.

Page 17

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Project Barclay Topco Limited is a private company limited by shares incorporated in England. The registered office and principal place of business is North Heath Lane, Horsham, West Sussex, RH12 5UX.
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

2.Accounting policies

 
2.1

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:

 
2.2

Basis of consolidation

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 Statement of Financial Position, 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.

Page 18

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The Group made a loss before tax of £3,207,493 for the year ended 31 December 2023 (2022: £2,376,913). The Group had net liabilities at the balance sheet date of £7,177,374 (2022: £4,184,916).
The Group has given a composite guarantee and debenture in favour of Maven Capital Partners UK LLP for debt funding within the Envitia Group of Companies. The total liability of the Group to Maven Capital Partners UK LLP as at 31 December 2023 was £19,640,835 (2022: £18,138,235). As at 31 December 2023, these loan notes and any accrued interest have not been redeemed and they are repayable by 5 December 2025. 
The Directors have considered the following matters in determining the appropriateness of the going concern basis of preparation in the financial statements:
 
A forecast for the next 12 months, taking account of reasonable changes in trading performance indicates that the Group will have sufficient cash assets to be able to meet its debts as and when they fall due;
 
Consideration to the loan notes and action taken by the holders of the loan notes to waive covenants during the financial year. 
 
In addition, it has been confirmed by the loan note holders that, with regard to the loan notes which are repayable in December 2025, that they would seek to amend the term of the loan notes with a minimum extension of one year, if the Company was not in a position to redeem them at the maturity date.
 
Though the trading performance of the Group was not ultimately in line with the original business plan for the period ended 31 December 2023, the Directors are confident that given the actions taken during the year and since the year end, that the Company will have adequate resources to continue in operational existence for the foreseeable future.
Accordingly, the financial statements continue to adopt the going concern basis.

  
2.4

Foreign currency translation

Company
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are taken to the profit and loss account. Exchange differences arising on non-monetary items, carried at fair value, are included in the profit and loss account, except for the differences arising on the retranslation of non-monetary items in respect of which gains and losses are recorded in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.
Group
For the purposes of preparing consolidated financial statements, the assets and liabilities of foreign subsidiary undertakings are translated at the exchange rates ruling at the balance sheet date. Profit and loss items are translated at the average exchange rates for the year, unless exchange rates fluctuated significantly in the year, in which case the exchange rates ruling at the dates of the transactions are used. Exchange differences arising are taken to the Group's foreign currency translation reserve. Such exchange differences are recognised in the profit and loss account in the year in which a foreign subsidiary undertaking is disposed of. Goodwill and fair adjustments arising on the acquisition of a foreign subsidiary undertaking are treated as assets and liabilities of the foreign subsidiary and translated at the closing rate.

Page 19

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

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.

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the Group and the benefit can be measured reliably.
Revenue from license fee sales is recognised once the license has been accessed by the customer.
Revenue from maintenance and service contracts are recognised as and when the service provided based on
the terms of the agreement.

 
2.7

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.

Page 20

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

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.

 
2.11

Pensions

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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 21

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 reporting date.

 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.14

Intangible assets

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.

 Intangible assets are amortised over the following useful economic lives:

Software development costs
-
4
years
Goodwill
-
10
years
Page 22

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.14
Intangible assets (continued)


The basis for choosing the useful life of 4 years for software development costs is based on the period the Group expects to use the software for its revenue generating projects. The Group reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date.

 
2.15

Tangible fixed assets

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the term of the lease
Fixtures and fittings
-
20% straight line
Computer equipment
-
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.

 
2.16

Valuation of investments

Investments are recorded at cost, being the fair value of the consideration given and including acquisition costs associated with the investment.

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

 
2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Page 23

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.18

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial
assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans
to related parties and investments in ordinary shares.


3.


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 amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 
Key accounting judgements and estimation areas:
The directors use their judgement to ascertain the element of development expenditure that enhances the intangible fixed assets and the element of expenditure that relates to maintaining the asset and therefore should be expensed to the Statement of Comprehensive Income. When making the assessment the directors review the nature of the expenditure and apportion the invoice between the intangible fixed assets and administrative expenses accordingly.
Impairment of goodwill involves judgement and is also a key estimation area. Goodwill is tested for impairment annually by comparing the carrying amount to its recoverable amount. The recoverable amount of the business is deemed to be the fair value of the business less costs to sell and is determined by using an equity value model based on a multiple of EBITDA plus surplus cash. Management exercise judgement in calculating the maintainable EBITDA, earnings multiples and surplus cash in determining the value of the company. The calculations take into consideration available market data including private company price indices.  This is used as the basis for assessing if an impairment is required.  Management carry out impairment reviews on a timely basis and ensure that the accounting policy adopted reflects a true and fair value of the assets as detailed in 2.14 and 2.16 above.
The critical areas of judgement in the fair value calculation are the maintainable EBITDA, surplus cash and the multiple applied to the maintainable EBITDA but even by sensitising these factors, no impairment to goodwill would arise.
Total contract costs represents a significant estimate that impacts the turnover recognised for service contracts. Frequent assessments and reviews are made of actual costs incurred on a contract and the forecast costs associated with completion a service contract. Key inputs into the assessment of forecast cost include the contract work remaining, cost of required resource to complete the remaining work and risks associated with completion of the contractual obligations.
The Group recognises deferred tax assets only to the extent that it is probable that future taxable profits, feasible
tax planning strategies and deferred tax liabilities will be available against which the tax losses can be utilised.
Estimation of the level of future taxable profits is therefore required in order to determine the appropriate carrying
value of the deferred tax asset. 

Page 24

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.

Turnover

An analysis of turnover by class of business is as follows:

2023
2022
        £
        £
Product

669,736

691,009
 
Service

6,929,800

5,686,018
 
Support

1,090,808

1,046,418
 

8,690,344

7,423,445
 

Analysis of turnover by country of destination


2023
2022
£
£



United Kingdom
7,859,301
6,181,388

Rest of Europe
335,072
157,671

Rest of the World
495,971
1,084,386

8,690,344
7,423,445


5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Research & development charged as an expense
39,506
243,575

Foreign exchange loss/(profit)
37,508
(45,815)

Other operating lease rentals
123,536
164,715

Amortisation of goodwill
1,453,414
1,450,923

Amortisation of other intangible assets
165,158
205,476

Depreciation of tangible assets
62,446
65,630

Page 25

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditors' remuneration

2023
2022
£
£

Fees payable to the Group's auditor and its associates for the audit of the Group's
 annual financial statements
8,045
7,315

Fees payable to the Group's auditor and its associates in respect of:

Audit of subsidiaries
37,155
33,800

Accountancy services
17,965
17,235

Taxation compliance services
15,540
14,150


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2023
2022
£
£


Wages and salaries
4,076,427
2,989,652

Social security costs
487,912
367,070

Cost of defined contribution scheme
432,570
331,687

4,996,909
3,688,409


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Directors
4
7
4
7



Admin
11
7
-
-



Sales
6
4
-
-



Engineering
33
33
-
-

54
51
4
7

Page 26

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

Group 
2023
Group 
2022
£
£

Directors' emoluments
706,865
454,364

Group contributions to defined contribution pension schemes
77,362
63,897

784,227
518,261


During the year retirement benefits were accruing to 5 directors (2022 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £292,842 (2022 - £165,765).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £13,781 (2022 - £17,708).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
3,745
566

3,745
566


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
3,437
1,980

Other loan interest payable
1,589,505
1,589,507

1,592,942
1,591,487

Page 27

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(65,354)
131,381

Adjustments in respect of previous periods
49,017
9,010


(16,337)
140,391


Total current tax
(16,337)
140,391

Deferred tax


Fixed asset timing differences
-
2,008

Short term timing differences
(214,650)
(241,063)

Total deferred tax
(214,650)
(239,055)


Tax on loss
(230,987)
(98,664)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(3,207,493)
(2,376,913)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(753,761)
(451,613)

Effects of:


Fixed asset differences
(130)
(1,525)

Expenses not deductible for tax purposes
510,463
411,845

Adjustments to tax charge in respect of previous periods - deferred tax
45,001
(11,851)

Remeasurement of deferred tax for changes in tax rates
(15,340)
(54,530)

Adjustments to tax charge in respect of prior periods
(17,220)
9,010

Total tax charge for the year
(230,987)
(98,664)

Page 28

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Exceptional items

2023
2022
£
£


Restructuring Costs
442,066
-

442,066
-


13.


Intangible assets

Group





Software Development expenditure
Goodwill
Total

£
£
£



Cost


At 1 January 2023
5,052,206
14,509,228
19,561,434


Additions
126,235
24,914
151,149



At 31 December 2023

5,178,441
14,534,142
19,712,583



Amortisation


At 1 January 2023
4,608,546
3,012,631
7,621,177


Charge for the year
165,158
1,453,414
1,618,572



At 31 December 2023

4,773,704
4,466,045
9,239,749



Net book value



At 31 December 2023
404,737
10,068,097
10,472,834



At 31 December 2022
443,660
11,496,597
11,940,257


The intangible assets relate to capitalised software development costs in respect of the Group's operating system. The asset will be amortised over the economic useful life disclosed within accounting policies.
Annual amortisation is included within administrative expenses with the Statement of Comprehensive Income.
The Company has no intangible assets.



Page 29

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets

Group






Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
36,041
283,762
319,803


Additions
17,826
58,241
76,067


Disposals
-
(91,192)
(91,192)



At 31 December 2023

53,867
250,811
304,678



Depreciation


At 1 January 2023
28,002
190,479
218,481


Charge for the year
3,891
58,555
62,446


Disposals
-
(90,351)
(90,351)



At 31 December 2023

31,893
158,683
190,576



Net book value



At 31 December 2023
21,974
92,128
114,102



At 31 December 2022
8,039
93,283
101,322

The Company had no tangible fixed assets. 

Page 30

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
224,001



At 31 December 2023
224,001





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Project Barclay Midco Limited
England
Ordinary
100%
Project Barclay Bidco Limited*
England
Ordinary
100%
Envitia Group Limited*
England
Ordinary
100%
Envitia Ltd*
England
Ordinary
100%
Envitia Inc*
United States of America
Ordinary
100%

*Indirect holdings - Project Barclay Bidco Limited is a 100% subsidiary of Project Barclay Midco Limited. Envitia Group Limited is a 100% subsidiary of Project Barclay Bidco Limited. Envitia Limited and Envitia Inc are 100% owned subsidiaries of Envitia Group Limited.
The Group had no fixed asset investments.

Page 31

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
1,085,320
601,794
-
-

Amounts owed by group undertakings
-
-
188,787
175,282

Other debtors
482
22,288
-
-

Prepayments and accrued income
194,643
188,095
-
-

Amounts recoverable on long-term contracts
619,684
451,631
-
-

Tax recoverable
159,573
214,890
-
-

Deferred taxation
616,619
401,969
-
-

2,676,321
1,880,667
188,787
175,282



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Payments received on account
83,866
6,750
-
-

Trade creditors
228,881
232,397
-
-

Amounts owed to group undertakings
-
-
39,517
27,016

Corporation tax
120,916
140,390
-
-

Other taxation and social security
363,736
278,596
-
-

Other creditors
6,683
-
-
-

Accruals and deferred income
671,725
743,657
-
-

1,475,807
1,401,790
39,517
27,016


Page 32

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Debentures loans
20,776,815
19,187,308
-
-

20,776,815
19,187,308
-
-


£15,026,000 fixed rate 10% redeemable secured A loan notes were issued on 5 December 2020 and are repayable by 5 December 2025. These loans are listed on TISE. 
Interest accrued on these loan notes at the rate of 10% per annum and an amount of £1,502,600 (2022: £1,502,600) has been provided in the financial statements for the period ended 31 December 2023 and added to the capital balance due to the loan note holders.
£869,069 fixed rate 10% redeemable secured B loan notes were issued on 5 December 2020 and are repayable by 5 December 2025. Interest accrued on these loan notes at the rate of 10% per annum and an amount of £86,907 (2022: £86,907) has been provided in the financial statements for the period ended 31 December 2023 and added to the capital balance due to the loan note holders.


19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due 2-5 years

Debenture loans
20,776,815
19,187,308
-
-

20,776,815
19,187,308
-
-



20.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
401,969
162,914


Charged to profit or loss
214,650
239,055



At end of year
616,619
401,969

Page 33

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
20.Deferred taxation (continued)

Group
Group
2023
2022
£
£

Fixed asset timing differences
(95,741)
(74,727)

Losses and other deductions
6,099
-

Short term timing differences
706,261
476,696

616,619
401,969

The company had no deferred tax. 


21.


Provisions


Group



Dilapidations provision

£





At 1 January 2023
50,000



At 31 December 2023
50,000

The company had no provisions. 


22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



350,000 (2022 - 350,000) A shares of £0.01 each
3,500
3,500
59,076 (2022 - 147,500) B shares of £0.01 each
591
1,475

4,091

4,975

The Ordinary A shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
The Ordinary B shares have attached to them one vote per share, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption. 
During the year, the company passed a resolution for the reduction in issued share capital of B shares from 147,500 to 59,076 shares of £0.01 each. As such, the company's share premium also reduced from £366,525 to £354,908.


Page 34

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Reserves

Share premium account

The share premium account records the amount paid above of the par value on the issue of Ordinary Share Capital.

Foreign exchange reserve

The reserve records foreign exchange differences arising on consolidation of its foreign subsidiary.

Profit and loss account

This account records retained earnings and accumulated losses.


24.


Contingent liabilities

A charge exists in favour of Maven Capital Partners UK LLP (as security trustee) (registered no OC339387) whose registered office is at Fifth Floor, 1-2 Royal Exchange Buildings, London, EC3V 3LF, as a composite guarantee and debenture dated 5 December 2020 between Envitia Group Limited and Maven creating fixed and floating charges over all the Company's assets, property, undertaking and revenue and provides security for debt funding within the Envitia Group of companies. The total liability of the Group to Maven Capital Partners UK LLP as at 31 December 2023 was £19,640,835 (2022: £18,138,235).


25.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
40,550
125,454

Later than 1 year and not later than 5 years
-
292

40,550
125,746
The company has no operating leases.

Page 35

 


PROJECT BARCLAY TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Related party transactions

Key management personnel include all persons that have authority and responsibility for planning, directing and controlling the activities of the company. The total compensation paid to key management personnel for services provided to the group was £787,543 (2022: £519,839) as directors salaries and £119,208 (2022: £106,465) as management fees to Maven Capital Partners UK LLP.
Funds managed by Maven Capital Partners UK LLP hold a controlling interest in the group at 31 December 2023. Project Barclay Midco Limited issued 10% redeemable secured A loan notes totalling to £15,026,000 to Maven Capital Partners UK LLP and Maven UK RB I and Maven UK RBF. Interest of 10% per annum is accruing on these loan notes and an amount of £1,502,600 (2022: £1,502,600) has been provided and added to the capital balance. The balance outstanding as at the period ended December 2023 was £19,640,835 (2022: £18,138,235). These loan notes are redeemable by 5 December 2025.
On 5 December 2020 Project Barclay Midco Limited issued 10% redeemable secured B loan notes amounting to £869,069  to key management personnel of the Group. Interest of 10% per annum is accruing on these loan notes and an amount of £86,905 (2022: £86,907)  has been provided and added to the capital balance. The balance outstanding as at the period ended December 2023 was £1,135,978 (2022: £1,049,073). These loan notes are redeemable by 5 December 2025.
On 2 June 2023, the company passed a resolution for the reduction in issued share capital of 12,500 B Shares. These shares were held in treasury and previously held by O Drake. On 31 July 2023,  the company passed a resolution for the reduction in issued share capital of 75,924 B Shares. These shares were held in treasury and previously held by N Lodey. 


27.


Controlling party

The directors consider the ultimate controlling party to be Maven Capital Partners UK LLP.

 
Page 36