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Registered number: 08608190













Mandata (Holdings) Limited

Annual report

29 February 2024




 
Mandata (Holdings) Limited
 
 
Company information


Directors
N Duffy 
A English 




Registered number
08608190



Registered office
3rd Floor Q5
Quorum Business Park

Benton Lane

Longbenton

Newcastle upon Tyne

NE12 8BS




Independent auditor
UNW LLP
Chartered Accountants

Citygate

St James' Boulevard

Newcastle upon Tyne

NE1 4JE





 
Mandata (Holdings) Limited
 

Contents



Page
Strategic report
 
 
1
Directors' report
 
 
2
Directors' responsibilities statement
 
 
3
Independent auditor's report to the members of Mandata (Holdings) Limited
 
 
4 - 7
Statement of comprehensive income
 
 
8
Balance sheet
 
 
9
Statement of changes in equity
 
 
10
Notes to the financial statements
 
 
11 - 15


 
Mandata (Holdings) Limited
 
 
Strategic report
Year ended 29 February 2024

Introduction
 
The directors present their strategic report for the year ended 29 February 2024.

Principal activities and business review
 
Mandata (Holdings) Limited ('the company') is a holding company for Mandata (Management and Data Services) Ltd, a company that produces software that helps transport businesses improve operational efficiency and benefit from greater visibility over their business activities.
The company has not traded during the current or preceding financial year.
Future developments
The company will be a non-trading intermediary holding company in the coming year and beyond.
Financial key performance indicators
Due to the nature of the business, financial key performance indicators are not relevant.
Principal risks and uncertainties
The principal risk to the company is impairment of the investment held in its subsidiary, Mandata (Management and Data Services) Ltd. 
Mandata (Management and Data Services) Ltd is cash generating with healthy liquidity and is forecast to be so for the foreseeable future.
Mandata (Holdings) Limited will continue to closely monitor the performance of its subsidiary to ensure no impairment is necessary.


This report was approved by the board on 27 November 2024 and signed on its behalf by:





N Duffy
Director

1

 
Mandata (Holdings) Limited
 

 
Directors' report
Year ended 29 February 2024

The directors present their report and the financial statements for the year ended 29 February 2024.

Results and dividends

The profit for the year, after taxation, amounted to £nil (2023: £nil).

Dividends of £nil (2023: £nil) were paid in the year. The directors do not recommend the payment of a final
dividend.

Directors

The directors who served during the year and up to the date of signing the financial statements were:

A Farrell (resigned 1 March 2024)
S Pretorius (resigned 1 March 2024)
M Tagg (resigned 25 May 2023)
T McGuinness (appointed 24 July 2023, resigned 9 September 2024)
R Stephenson (appointed 1 March 2024, resigned 8 July 2024)
A Young (appointed 1 March 2024, resigned 8 July 2024)
N Duffy (appointed 8 July 2024)
A English (appointed 9 September 2024)
 
Matters covered in the strategic report

The following information, which would otherwise be disclosed in the directors' report is instead disclosed in the
strategic report, as permitted by 414c(11) of the Companies Act 2006:
- future developments

Disclosure of information to auditor

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's auditor is 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's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the company since the year end.

Auditor

Pursuant to section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and UNW LLP
will therefore continue in office.

This report was approved by the board on 27 November 2024 and signed on its behalf by:
 





N Duffy
Director

2

 
Mandata (Holdings) Limited
 
 
Directors' responsibilities statement
Year ended 29 February 2024

The directors are responsible for preparing the strategic report, the directors' 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 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 of the profit or loss of the company for that period.

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

select suitable accounting policies and then apply them consistently;

make judgments 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 company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

3

 
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Independent auditor's report to the members of Mandata (Holdings) Limited

Opinion


We have audited the financial statements of Mandata (Holdings) Limited ('the company') for the year ended 29 February 2024, which comprise the statement of comprehensive income, the balance sheet, the 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 company's affairs as at 29 February 2024 and of its result 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. 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 company 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 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.


4

 
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Independent auditor's report to the members of Mandata (Holdings) Limited (continued)

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.


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 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 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 company and its 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:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 3, 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 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 company or to cease operations, or have no realistic alternative but to do so.


5

 
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Independent auditor's report to the members of Mandata (Holdings) Limited (continued)

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.


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:
 
We identified areas of law and regulations that could reasonably be expected to have a material effect on the financial statements from our general and sector experience and through discussions with the directors and other management (as required by Auditing Standards) and from inspection of the company's legal correspondence and we discussed with the directors and other management the policies and procedures in place regarding compliance with the laws and regulations. We communicated identified laws and regulations throughout our audit team and remained alert to any indications of non-compliance throughout the audit.
Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect; health and safety, employment law, data protection, environmental law and certain aspects of company legislation, recognising the nature of the company's activities. Auditing Standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance material to the financial statements.


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 auditor's report.


6

 
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Independent auditor's report to the members of Mandata (Holdings) Limited (continued)

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 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.







Fern Rivett BA ACA (Senior Statutory Auditor)
for and on behalf of UNW LLP, Statutory Auditor
Chartered Accountants
Newcastle upon Tyne

27 November 2024
7

 
Mandata (Holdings) Limited
 
 
Statement of comprehensive income
Year ended 29 February 2024

The company has not traded during the year or the preceding financial year. During these periods, the company
received no income and incurred no expenditure and therefore made neither a profit nor a loss.


8

 
Mandata (Holdings) Limited


Balance sheet
At 29 February 2024

29 February
28 February
2024
2023
Note
£000
£000

Fixed assets
  

Investments
 6 
5,806
5,806

  

Current assets
  

Debtors
 7 
-
1,822

  
-
1,822

Creditors: amounts falling due within one year
 8 
(5,287)
(7,109)

Net current liabilities
  
 
 
(5,287)
 
 
(5,287)

Total assets less current liabilities
  
519
519

Net assets
  
519
519


Capital and reserves
  

Called up share capital 
 9 
10
10

Share premium account
 10 
495
495

Profit and loss account
 10 
14
14

Total equity
  
519
519


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 November 2024.




N Duffy
Director

Company registered number: 08608190
The notes on pages 11 to 15 form part of these financial statements.

9

 
Mandata (Holdings) Limited
 

Statement of changes in equity
Year ended 29 February 2024


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

£000
£000
£000
£000


At 1 March 2022
10
495
14
519



Profit and total comprehensive income for the year
-
-
-
-



At 1 March 2023
10
495
14
519



Profit and total comprehensive income for the year
-
-
-
-


At 29 February 2024
10
495
14
519


The notes on pages 11 to 15 form part of these financial statements.

10

 
Mandata (Holdings) Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

1.


General information and statement of compliance

The company is a private company limited by shares, incorporated in the United Kingdom and registered in England and Wales. The address of the registered office is given in the company information page of these financial statements.
Statement of compliance
The financial statements have been prepared in accordance with United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and the Companies Act 2006.  

2.Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

  
2.1

Basis of preparation

These financial statements are the company's separate financial statements. The company is exempt by virtue of section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the basis that it is itself a subsidiary undertaking and is included in the consolidated financial statements of its ultimate parent undertaking, Project Galaxy UK Topco Limited, whose registered address is 3rd Floor Q5, Quorum Business Park, Benton Lane, Newcastle upon Tyne, NE12 8BS.
The financial statements are prepared on a going concern basis and under the historical cost convention. They are presented in pounds sterling and rounded to the nearest £000.
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical
accounting estimates. It also requires management to exercise judgment in the process of applying the company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.

 
2.2

Reduced disclosures

FRS 102 allows a qualifying entity certain disclosure exemptions. The company meets the definition of a qualifying entity and has taken advantage of the exemptions relating to certain financial instruments disclosures, the disclosure of key management personnel remuneration and the preparation of a cash flow statement. The consolidated financial statements of Project Galaxy UK Topco Limited include the equivalent disclosures and a consolidated cash flow statement. 
 
 
2.3

Going concern

The company is non-trading and is expected to be non-trading for at least the twelve months following the approval date of these financial statements.
Not withstanding net current liabilities of £5,287,000, the company has the financial support of the wider Mandata group which will enable Mandata (Holdings) Limited to meet its liabilities as and when they fall due and to carry on its business for at least the next 12 months from the date of these financial statements.

 
2.4

Fixed asset investments

Investments in subsidiary undertakings are measured at cost less accumulated impairment losses.

11

 
Mandata (Holdings) Limited
 

 
Notes to the financial statements
Year ended 29 February 2024

2.Accounting policies (continued)

  
2.5

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like loans to or from related parties, including fellow group companies. All such instruments are due within one year, and are measured, initially and subsequently at the transaction price.
At the end of each reporting period debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment charge is recognised in the profit and loss account.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgments in applying the company's accounting policies
The company has a investment in it's subsidiary company (see note 6). The company considers whether the investment is impaired. Where any indication of impairment is identified, the estimation of recoverable value requires estimation of the recoverable cash generating unit (CGU). This requires estimation of future cash flows from the CGU and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
In preparing these financial statements, the directors do not consider there to have been any other significant judgments that were required in the process of applying the group's accounting policies.
Key sources of estimation uncertainty
Estimates included within these financial statements include asset impairments (for example provisions against investments). None of the estimates made in the preparation of these financial statements are considered to carry significant estimation uncertainty, nor to bear significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.


4.


Auditor's remuneration

The fees for the audit of these financial statements have been paid by it's indirect parent company, Project Galaxy UK Bidco Limited, on the company's behalf.


5.


Employees

The company has no employees other than the directors, who did not receive any remuneration (2023: £nil).

12

 
Mandata (Holdings) Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

6.


Fixed asset investments








Investments in subsidiary companies

£000



Cost and net book value


At 1 March 2023 and 29 February 2024
5,806


Subsidiary undertaking


The following was a subsidiary undertaking of the company:

Name

   Registered office

Class of shares

Holding

Mandata (Management and Data Services) Ltd
   3rd Floor Q5,
Quorum Business Park,
Benton Lane,
Newcastle upon Tyne,
NE12 8BS
Ordinary
100%


7.


Debtors

29 February
28 February
2024
2023
£000
£000

Amounts owed by group undertakings
-
1,822


Amounts owed by group undertakings are unsecured, interest free and payable on demand.


8.


Creditors: amounts falling due within one year

29 February
28 February
2024
2023
£000
£000

Amounts owed to group undertakings
5,287
7,109


Amounts owed to group undertakings are unsecured, interest free and payable on demand.

13

 
Mandata (Holdings) Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

9.


Share capital

29 February
28 February
2024
2023
£000
£000
Allotted, called up and fully paid



500,000 (2023: 500,000) Ordinary A shares of £0.01 each
5
5
500,000 (2023: 500,000) Ordinary B shares of £0.01 each
5
5

10

10

There are two classes of Ordinary shares; Ordinary A shares and Ordinary B shares. Both classes of shares have full voting rights, full rights to dividends and distributions, full rights to participate in a return of capital, and are non-redeemable.


10.


Reserves

Share premium account
The share premium account represents the premium arising on the issue of shares, net of issue costs.
Profit and loss account
The profit and loss account represents the company's cumulative profits and losses, net of cumulative dividends paid and other adjustments.


11.


Contingent liabilities

The company has given guarantee in respect of loan note finance of its indirect parent company, Project Galaxy UK Midco Limited, which amounted to £67,204,000 (2023: £67,027,000). The guarantee is secured by a charge on the company's assets.
The company has given guarantee in respect of the bank loan of its indirect parent company, Project Galaxy UK Bidco Limited, which amounted to £20,000,000 (2023: £20,000,000). The guarantee is secured by a charge on the company's assets.


12.


Related party transactions

As permitted by section 33.1A of FRS 102, the company is exempt from disclosing transactions with other companies that are wholly owned within the group.

14

 
Mandata (Holdings) Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

13.


Controlling party

The immediate parent undertaking is Mandata Group Limited.
The ultimate parent undertaking, and the smallest and largest group to consolidate these financial statements is Project Galaxy UK Topco Limited. Copies of the Project Galaxy UK Topco Limited consolidated financial statements can be obtained from 3rd Floor Q5, Quorum Business Park, Benton Lane, Newcastle upon Tyne, NE12 8BS.
The ultimate controlling party is Tenzing PE LI GP LLP, a company incorporated in Scotland whose registered office is 50 Lothian Road, Festival Square, Edinburgh, Scotland, EH3 9WJ.

15