Company registration number 15094496 (England and Wales)
PROJECT BLACKWATER TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
PROJECT BLACKWATER TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr R A Dooner
(Appointed 24 August 2023)
Mr J B Greenbury
(Appointed 16 November 2023)
Company number
15094496
Registered office
2nd Floor
122 Colmore Row
Birmingham
England
B3 3BD
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
PROJECT BLACKWATER TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Profit and loss account
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 33
PROJECT BLACKWATER TOPCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for the period ended 31 March 2024.

 

Background

The company, Project Blackwater Topco Limited ("PBT") was incorporated on 24 August 2023. The company's wholly owned subsidiary, Project Blackwater Bidco Limited ("PBB") was also incorporated on the same date.

On 16 November 2023, PBB acquired the entire issued capital of Antser Group Limited ("AGL") and its subsidiary undertakings.

The trading performance included in these consolidated financial statements relate to the period from 16 November 2023 to 31 March 2024.

Purpose

AGL was born out of a desire to achieve positive change in the health, education, and social care sectors through a connected and transformative approach, working alongside local authorities and independent providers.

We care and we know things can be done better, this drives us daily to continually grow to provide solutions which are fundamentally designed to ensure they make a real difference to those who use them.

We strive to be the partner of choice for the gold standard of best practice, best in class, best value, best services, and better solutions. Simply put, our mission is to achieve better outcomes for our partners and for those in their care using the breadth of our talented people, technology, and innovation across Antser.

Principal activities

Our expertise spans 30 years and our services are used across 100% of local authorities in England. Combining best practice with innovation and new and emerging technologies, we are leading the way in ‘doing things better’. The Group incorporates several leading services:

Expert Assessments

This service is delivered through Carter Brown which is a fast paced, dynamic company based in Mansfield, Nottinghamshire. It delivers a high-quality service, initially offering specialised expert witness assessments for family law cases and subsequently expanding services across the UK to become the largest provider of multidisciplinary assessments, widening our specialism to include reporting directly to Local Authorities and within Criminal Law, Asylum and Immigration, Mental Health Tribunals, Panels and Pre-Proceedings.

Antser VR and Learning Services

This service has pioneered the world’s first VR experience for fostering and adoption services as well as immersive therapeutic support using social Virtual Reality to help children in the care system. It provides a learning, intervention and therapeutic tool and harnesses the power of VR to change behaviour whether the goal is to improve enquiries and conversion rates through to stabilising placements by generating “emotional understanding” and empathy resulting in a positive impact on the relationship dynamic between the adult and the child. The VR programme offers accelerated learning and understanding improving the relationships between carers/parents and children resulting in greater placement stability (including prevention of breakdown) or enhanced familial well-being.

Review of the business

The group’s financial results for the period to 31 March 2024 and its financial position at 31 March 2024 can be found in the annexed financial statements. In summary the group achieved a loss before tax of £1,128,058 for the period and had net liabilities at 31 March 2024 of £679,169.

PROJECT BLACKWATER TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -
Risk Management

Operational Risk Management

The Group has significant experience of managing risks which has enabled it to develop robust policies, procedures and systems. These are continually reviewed to ensure that they are appropriate and provide mitigation against any potential emerging risk. The main areas of focus are regulatory compliance, service provision, data protection, customer service, financial management and employee related matters.

Financial Risk Management

The Group’s operations expose it to a variety of financial risks that include pressure on price risk, credit risk, liquidity risk, cash flow and interest rate risk, The Group has in place a risk management programme that seeks to limit potential adverse effects on the financial performance of the Group by monitoring levels of income, expenditure and liquidity.

Price Risk

The level of fees charged by the Group for its services continues to be set at levels deemed by the Directors to be excellent value for money, very competitive and at arms-length. The risk is managed where relevant through contract management and agreeing pricing on an annual appropriate contract length basis ahead of provision of services, where possible.

Credit Risk

A significant proportion of the Group’s customer base relates to Government agencies or Government funded non-government agencies and as such this risk is relatively low.

Liquidity Risk

The Group can utilise its borrowing facilities and as such this risk is considered to be relatively low. The level of the Groups borrowing facilities are actively reviewed by Management.

Cash flow and Interest Rate Risk

The Group prepares and reviews timely cash flow projections monitoring funds available to mitigate this exposure.

Investment Impairment Risk

This risk is directly related to the performance of the subsidiary companies. The company manages this risk through management review of each individual subsidiary, company’s operational and financial performance, as well as company financial and non-financial KPI reporting.

Going concern

The Directors have considered the future performance and position of the Group for a period of at least twelve months from the date of approval of the financial statements by reference to business forecasts and borrowing facilities in place at the time of signing the financial statements. As a result, the board deem it suitable to continue reporting on the going concern basis.

Key Performance Indicators

The Group uses a range of Key Performance Indicators (KPIs) to measure the effectiveness of operational and financial performance. The financial KPIs surround the financial performance of the Group, in terms of cash and working capital management and profitability as detailed in the financial statements. Non-Financial KPIs focus on the quality, sustainability and development of service provision to ensure that services are successful and positive outcomes achieved, alongside financial performance. These KPIs are monitored on a daily, weekly and monthly basis. The Directors are satisfied with the Group’s performance against the KPIs during the period.

Events since the end of the period

Since 31 March 2024 the group acquired the trade and assets of Solihull Autism Assessment Services LLP .

PROJECT BLACKWATER TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -

On behalf of the board

Mr R A Dooner
Director
15 October 2024
PROJECT BLACKWATER TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 4 -

The directors present their annual report and financial statements for the period ended 31 March 2024.

 

Incorporation

The company was incorporated on 24 August 2023 and commenced trading on the same date.

 

Further information on movements in share capital since incorporation is included in note 21 to the financial statements.

 

Acquisitions

On 16 November 2023, the company acquired the entire issued capital of Antser Group Limited and its subsidiary undertakings. Further information on the acquisition is included in note 22 to the financial statements.

Results and dividends

The results for the period are set out on page 9.

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 R A Dooner
(Appointed 24 August 2023)
Mr D Hart
(Appointed 16 November 2023 and resigned 30 August 2024)
Mr J B Greenbury
(Appointed 16 November 2023)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Future developments

Details of future developments are included in the post balance sheet events section of the Strategic Report.

Statement of directors' responsibilities

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.

PROJECT BLACKWATER TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 5 -
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.

On behalf of the board
Mr R A Dooner
Director
15 October 2024
PROJECT BLACKWATER TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT BLACKWATER TOPCO LIMITED
- 6 -
Opinion

We have audited the financial statements of Project Blackwater Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2024 which comprise the group profit and loss account, 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:

PROJECT BLACKWATER TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT BLACKWATER TOPCO LIMITED
- 7 -
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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

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:

 

PROJECT BLACKWATER TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT BLACKWATER TOPCO LIMITED
- 8 -

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

 

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.

Colm McGrory FCA
For and on behalf of
15 October 2024
Ormerod Rutter Limited
Chartered Accountants
Statutory Auditor
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
PROJECT BLACKWATER TOPCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 MARCH 2024
- 9 -
Period
ended
31 March
2024
Notes
£
Turnover
3
3,963,991
Cost of sales
(2,442,815)
Gross profit
1,521,176
Administrative expenses
(1,775,742)
Acquisition exceptional costs
4
(418,064)
Operating loss
5
(672,630)
Interest payable and similar expenses
8
(455,428)
Loss before taxation
(1,128,058)
Tax on loss
9
241,178
Loss for the financial period
(886,880)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
PROJECT BLACKWATER TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 10 -
2024
Notes
£
£
Fixed assets
Goodwill
10
9,033,837
Other intangible assets
10
927,588
Total intangible assets
9,961,425
Tangible assets
11
208,635
10,170,060
Current assets
Debtors
14
2,106,726
Cash at bank and in hand
1,393,602
3,500,328
Creditors: amounts falling due within one year
15
(3,311,267)
Net current assets
189,061
Total assets less current liabilities
10,359,121
Creditors: amounts falling due after more than one year
16
(11,038,290)
Net liabilities
(679,169)
Capital and reserves
Called up share capital
21
99,700
Share premium account
108,011
Profit and loss reserves
(886,880)
Total equity
(679,169)

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 October 2024 and are signed on its behalf by:
15 October 2024
Mr R A Dooner
Director
Company registration number 15094496 (England and Wales)
PROJECT BLACKWATER TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 11 -
2024
Notes
£
£
Fixed assets
Investments
12
1
Current assets
Debtors
14
196,395
Cash at bank and in hand
4,756
201,151
Creditors: amounts falling due within one year
15
(12,133)
Net current assets
189,018
Net assets
189,019
Capital and reserves
Called up share capital
21
99,700
Share premium account
108,011
Profit and loss reserves
(18,692)
Total equity
189,019

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 £18,692.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 15 October 2024 and are signed on its behalf by:
15 October 2024
Mr R A Dooner
Director
Company registration number 15094496 (England and Wales)
PROJECT BLACKWATER TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 23 August 2023
-
-
-
-
Period ended 31 March 2024:
Loss and total comprehensive income
-
-
(886,880)
(886,880)
Issue of share capital
21
99,700
108,011
-
207,711
Balance at 31 March 2024
99,700
108,011
(886,880)
(679,169)
PROJECT BLACKWATER TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 23 August 2023
-
-
-
-
Period ended 31 March 2024:
Profit and total comprehensive income
-
-
(18,692)
(18,692)
Issue of share capital
21
99,700
108,011
-
207,711
Balance at 31 March 2024
99,700
108,011
(18,692)
189,019
PROJECT BLACKWATER TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024
- 14 -
2024
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
26
(1,561,057)
Interest paid
(455,428)
Net cash outflow from operating activities
(2,016,485)
Investing activities
Purchase of business
(7,578,426)
Purchase of intangible assets
(315)
Purchase of tangible fixed assets
(7,173)
Net cash used in investing activities
(7,585,914)
Financing activities
Proceeds from issue of shares
207,711
Proceeds from borrowings
8,388,290
Proceeds from new bank loans
2,400,000
Net cash generated from/(used in) financing activities
10,996,001
Net increase in cash and cash equivalents
1,393,602
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
1,393,602
PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 15 -
1
Accounting policies
Company information

Project Blackwater Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2nd Floor, 122 Colmore Row, Birmingham, England, B3 3BD.

 

The group consists of Project Blackwater Topco Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on 24 August 2023 and its wholly owned subsidiary, Project Blackwater Bidco Limited, acquired the entire issued share capital of Antser Group Limited on 16 November 2023.

 

The financial statements include the profit and loss account for the period 16 November 2023 to 31 March 2024, and the balance sheet as at 31 March 2024. No comparative amounts are available.

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, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

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. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

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

1.4
Basis of consolidation

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

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -

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

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

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 goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

Revenue from the provision of services is recognised by reference to the stage of completion, when the costs incurred and the costs to complete can be estimated reliably.

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.

 

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

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.9
Intangible fixed assets other than goodwill

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

 

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

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

Development costs
10% - 33% straight line
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
20% - 33% straight line and 25% reducing balance
Computers
20% - 33% 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

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

 

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

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

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

1.13
Cash and cash equivalents

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

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
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.

Basic financial assets

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

Other financial assets

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

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.

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -
Basic financial liabilities

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

 

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

 

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

Other financial liabilities

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

 

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

Derecognition of financial liabilities

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

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.

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 21 -
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, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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

 

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

1.18
Retirement benefits

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

1.19
Leases

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.

1.20
Foreign exchange

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

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 22 -
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Recoverability of intercompany and related party balances

Intercompany and related party balances are recognised to the extent to which they are recoverable. The directors estimate that the balances are recoverable based on the trading performance and position of the respective entities.

Impairment of investments and goodwill

Investments and goodwill are reviewed for indications of impairment on an annual basis. The directors consider the carrying value of goodwill and investments to be recoverable based on the trading position and performance of the respective underlying entities.

Tangible and intangible fixed assets

Tangible and intangible fixed assets are depreciated/amortised over their useful lives, taking into account residual values where appropriate. The useful lives and residual values are assessed annually and may vary depending on a number of factors. The directors consider the carrying value of tangible and intangible fixed assets to be recoverable based on the estimated resale value of the assets or their estimated value-in-use.

3
Turnover
2024
£
Turnover analysed by class of business
Provision of services to the fostering and child-care industry
3,963,991
2024
£
Turnover analysed by geographical market
United kingdom
3,919,991
Europe
35,000
Rest of world
9,000
3,963,991
PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 23 -
4
Exceptional item
2024
£
Expenditure
Exceptional 1 - Above operating profit
418,064
418,064

Exceptional costs include £359,166 of costs incurred in order to raise debt to fund the acquisition of Antser Group Limited and its subsidiary undertakings. Exceptional costs also include £58,898 costs incurred due to duplicated resources within the group post acquisition.

5
Operating loss
2024
£
Operating loss for the period is stated after charging:
Depreciation of owned tangible fixed assets
35,176
Amortisation of intangible assets
451,524
Operating lease charges
33,975
6
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
9,750
Audit of the financial statements of the company's subsidiaries
30,750
40,500
For other services
Taxation compliance services
3,300
All other non-audit services
16,300
19,600
PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 24 -
7
Employees

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

Group
Company
2024
2024
Number
Number
Management
4
3
Administration
3
-
Production
43
-
Total
50
3

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
886,927
-
0
Social security costs
75,018
-
Pension costs
48,170
-
0
1,010,115
-
0
8
Interest payable and similar expenses
2024
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
85,884
Other interest on financial liabilities
369,544
455,428
9
Taxation
2024
£
Deferred tax
Origination and reversal of timing differences
(241,178)
PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
9
Taxation
(Continued)
- 25 -

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:

2024
£
Loss before taxation
(1,128,058)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(282,015)
Tax effect of expenses that are not deductible in determining taxable profit
10,534
Tax effect of income not taxable in determining taxable profit
(38,143)
Unutilised tax losses carried forward
235,067
Permanent capital allowances in excess of depreciation
(52,760)
Amortisation on assets not qualifying for tax allowances
83,248
Group relief received from previous group companies
(18,145)
Deferred tax asset recognised on tax losses
(178,964)
Taxation credit
(241,178)
10
Intangible fixed assets
Group
Goodwill
Development costs
Total
£
£
£
Cost
At 23 August 2023
-
0
-
0
-
0
Additions - separately acquired
-
0
315
315
Additions - business combinations
9,385,805
1,026,829
10,412,634
At 31 March 2024
9,385,805
1,027,144
10,412,949
Amortisation and impairment
At 23 August 2023
-
0
-
0
-
0
Amortisation charged for the period
351,968
99,556
451,524
At 31 March 2024
351,968
99,556
451,524
Carrying amount
At 31 March 2024
9,033,837
927,588
9,961,425
The company had no intangible fixed assets at 31 March 2024.
PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 26 -
11
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 23 August 2023
-
0
-
0
-
0
Additions
2,081
5,092
7,173
Business combinations
-
0
236,638
236,638
At 31 March 2024
2,081
241,730
243,811
Depreciation and impairment
At 23 August 2023
-
0
-
0
-
0
Depreciation charged in the period
130
35,046
35,176
At 31 March 2024
130
35,046
35,176
Carrying amount
At 31 March 2024
1,951
206,684
208,635
The company had no tangible fixed assets at 31 March 2024.
12
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
13
-
0
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 23 August 2023
-
Additions
1
At 31 March 2024
1
Carrying amount
At 31 March 2024
1
13
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
13
Subsidiaries
(Continued)
- 27 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Antser Group Limited
1
Ordinary & Preference
-
100.00
Project Blackwater Bidco Limited
1
Ordinary
100.00
-
Carter Brown - The Expert Service Limited
1
Ordinary
-
100.00
Cornerstone Training and Support Limited
1
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
2nd Floor, 122 Colmore Row, Birmingham, England, B3 3BD
14
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
1,608,446
1,116
Amounts owed by group undertakings
-
183,634
Other debtors
282,534
720
Prepayments and accrued income
215,746
10,925
2,106,726
196,395
15
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Trade creditors
755,393
4,320
Other taxation and social security
507,519
-
Deferred income
19
620,671
-
0
Other creditors
596,385
-
0
Accruals and deferred income
831,299
7,813
3,311,267
12,133

Included in other creditors is deferred consideration of £66,552 arising on the acquisition of Antser Group Limited and its subsidiary undertakings.

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 28 -
16
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Bank loans and overdrafts
17
2,400,000
-
0
Other borrowings
17
8,388,290
-
0
Other creditors
250,000
-
0
11,038,290
-

Included in other creditors is £250,000 of deferred consideration arising on the acquisition of Antser Group Limited and its subsidiary undertakings.

17
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank loans
2,400,000
-
0
Loans from related parties
8,267,490
-
0
Other loans
120,800
-
0
10,788,290
-
Payable after one year
10,788,290
-
0

The bank loans are secured by fixed and floating charges over the assets and all property of the company and its subsidiary undertakings. The bank loans are repayable on the fifth anniversary of the drawdown and are subject to interest at between base plus 4% and base plus 4.5%.p.a.

 

The loans from related parties comprise of loan notes advanced by Yfm Private Equity Limited and are secured by fixed and floating charges over the assets and all property of the company and its subsidiary undertakings. The loan notes are repayable on the fifth anniversary of their issue and are subject to interest at 12% p.a.

 

The other loans comprise of loan notes advanced by a related party and are unsecured. The loan notes are repayable on the fifth anniversary of their issue and are subject to interest at 12% p.a.

 

The bank loans and the loans from related party are secured by a fixed and floating charge over the assets of the company and its subsidiary undertakings.

 

 

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 29 -
18
Deferred taxation

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

Liabilities
2024
Group
£
Accelerated capital allowances
181,396
Tax losses
(181,396)
-
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 23 August 2023
-
-
Credit to profit or loss
(241,178)
-
Arising on business combination
241,178
-
Asset at 31 March 2024
-
-

The deferred tax liability set out above is expected to reverse within 36 months and relates to accelerated capital allowances that are expected to mature within the same period.

19
Deferred income
Group
Company
2024
2024
£
£
Other deferred income
620,671
-
20
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
48,170

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.

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 30 -
21
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
A Ordinary of £1 each
72,000
72,000
B Ordinary of £1 each
5,100
5,100
C1 Ordinary of £1 each
15,100
15,100
C2 Ordinary of £1 each
5,100
5,100
D1 Ordinary of £1 each
1,400
1,400
D2 Ordinary of £1 each
1,000
1,000
99,700
99,700

The holders of the A ordinary shares, B ordinary shares, C ordinary shares and D1 ordinary shares (the "voting shares") are entitled receive notice of and attend and vote and speak at any general meeting of the company and shall be entitled to vote on any written resolution of the company. The D2 ordinary shares are not entitled to vote.

The profits of the company available for distribution shall be applied amongst the holders of the A ordinary shares, the B ordinary shares, the C ordinary shares and the D1 ordinary shares (the “equity shares”) (equally as if they were one class of share) pro rata according to the number of equity shares held by them.

On a return of assets on liquidation or capital reduction or otherwise, the assets of the company available for distribution amongst its members after payment of its liabilities (“proceeds”) shall be distributed amongst the holders of the shares in accordance with the waterfall as set out in article 8 of the Articles of Association.

During the period, the company issued the following share capital:

72,000 A Ordinary shares of £1 each

5,100 B Ordinary shares of £1 each

15,100 C1 Ordinary shares of £1 each

5,100 C2 Ordinary shares of £1 each

1,400 D1 Ordinary shares of £1 each

1,000 D2 Ordinary shares of £1 each

There share premium on the above share issues totalled £108,011.

PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 31 -
22
Acquisition of a business

On 16 November 2023 the group acquired 100 percent of the issued capital of Antser Group Limited and its wholly owned subsidiaries: Carter Brown - The Expert Services Limited and Cornerstone Training and Support Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
1,026,829
-
1,026,829
Property, plant and equipment
236,638
-
236,638
Trade and other receivables
1,192,193
-
1,192,193
Cash and cash equivalents
286,263
-
286,263
Trade and other payables
(3,705,309)
-
(3,705,309)
Deferred tax
(241,178)
-
(241,178)
Total identifiable net assets
(1,204,564)
-
(1,204,564)
Goodwill
9,385,805
Total consideration
8,181,241
The consideration was satisfied by:
£
Cash
7,864,689
Deferred consideration
316,552
8,181,241
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
3,963,991
Loss after tax
(228,197)
PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 32 -
23
Operating lease commitments
Lessee

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

Group
Company
2024
2024
£
£
Within one year
85,626
-
Between two and five years
217,971
-
303,597
-
24
Events after the reporting date

Since 31 March 2024 the group acquired the trade and assets of Solihull Autism Assessment Services LLP.

25
Controlling party

The ultimate controlling party at the year end was YFM Equity Partners, by virtue of their controlling interest in the company.

26
Cash absorbed by group operations
2024
£
Loss for the period after tax
(886,880)
Adjustments for:
Taxation credited
(241,178)
Finance costs
455,428
Amortisation and impairment of intangible assets
451,524
Depreciation and impairment of tangible fixed assets
35,176
Decrease in provisions
(316,552)
Movements in working capital:
Increase in debtors
(914,533)
Decrease in creditors
(764,713)
Increase in deferred income
620,671
Cash absorbed by operations
(1,561,057)
PROJECT BLACKWATER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 33 -
27
Analysis of changes in net debt - group
23 August 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
-
1,393,602
1,393,602
Borrowings excluding overdrafts
-
(10,788,290)
(10,788,290)
-
(9,394,688)
(9,394,688)
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