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Registered number: 13135567













Project Galaxy UK Topco Limited

Annual report

29 February 2024




 
Project Galaxy UK Topco Limited
 
 
Company information


Directors
A Lawson-Clark 
G Gillon 
N Duffy 
A English 




Registered number
13135567



Registered office
3rd Floor Q5 Quorum Business Park
Benton Lane

Newcastle upon Tyne

NE12 8BS




Independent auditor
UNW LLP
Chartered Accountants

Citygate

St James' Boulevard

Newcastle upon Tyne

NE1 4JE





 
Project Galaxy UK Topco Limited
 

Contents



Page
Group strategic report
 
1 - 4
Directors' report
 
5
Directors' responsibilities statement
 
6
Independent auditor's report to the members of Project Galaxy UK Topco Limited
 
7 - 10
Consolidated statement of comprehensive income
 
11
Consolidated balance sheet
 
12
Company balance sheet
 
13
Consolidated statement of changes in equity
 
14
Company statement of changes in equity
 
15
Consolidated statement of cash flows
 
16 - 17
Consolidated analysis of net debt
 
18
Notes to the financial statements
 
19 - 38

 
Project Galaxy UK Topco Limited
 
 
Group strategic report
Year ended 29 February 2024

Introduction
 
The directors present their strategic report for the year ended 29 February 2024 in respect of Project Galaxy UK Topco Limited (‘the company’) and its subsidiaries (collectively known as 'the group' or 'Mandata group’). 

Principal activities

The group produces software that helps transport businesses improve operational efficiency and benefit from greater visibility over their business activities.
The company itself does not participate in any trading activity; its primary activity has been to raise equity financing for the purpose of enabling its indirectly held subsidiary Project Galaxy UK Bidco Limited to acquire the Mandata group of companies in 2021.

Business review
 
The definitions of key performance indicators referred to in this section are explained in the Financial Key Performance Indicators section later in this document.
The group performed well during the year, reporting turnover of £14,323k. This compares to £12,958k in the year ended 28 February 2023. Total adjusted EBITDA for the year was £4,986k, an increase of £699k on the prior year adjusted EBITDA of £4,287k.
FY24 was a year of product focus for Mandata group, it successfully integrated Information Systems Limited (‘Eureka’) into the group and rationalised its existing UK product base.
FY24 was the first full year including Eureka which was acquired in FY24, being a transport management software provider sold in Republic of Ireland and has grown 200 customers, increasing the market size beyond the UK borders.
The Mandata group of companies has developed a strategic plan which will grow the business over the coming years, where the focus will be to drive progress in the following areas:
• Acquisition of new customers to the the group across both emerging and established customer segments   within the UK and Ireland;
• Transitioning customers into modern, cloud based solutions that are easier to support and evolve which    establish closer subscription based relations;
• Net retention growth through the development of our feature offerings both in our market leading transport  management software and through accompanying services;
• Increasing the breadth and depth of product adoption amongst existing customers.

Future developments

Investment and execution of the group’s strategy will continue into the next financial year and beyond. The group is focused on delivering best-in-class haulage software, with investment centred on product enhancements, and developing strategic partnerships, that will grow our market offering across both the UK and Ireland.

1

 
Project Galaxy UK Topco Limited
 

Group strategic report (continued)
Year ended 29 February 2024

Principal risks and uncertainties
 
The group provides business critical IT services to its customers, who in turn operate in the transport and logistics sector. This sector provides services that are critical to the infrastructure of the territories where they operate. Cyber and information security is therefore of heightened importance and a source of risk to the group. 
The group’s activities also expose it to a number of financial risks including liquidity risk, credit risk, interest rate risk and foreign currency risk which are set out below: 
Liquidity risk
Liquidity risk is the risk that the group could not meet its short term financial obligations. This is mitigated through forecasts and careful cash flow management of debtors and creditors.
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk largely applies to trade debtors. Through active debtor management and monitoring the group is able to minimise such risks and historical losses in this area are minimal.
Interest rate risk
The group has debt in the form of loan notes owed to shareholders and external bank debt. Interest on the loan notes is fixed and therefore the group is not subject to the risk of rising interest rates on these loan notes. An interest rate fix on external bank debt expires in November 2024, at which point the group will be subject to the risk of rising interest rates, which will bring some short term benefit due to falling interest rates.
Foreign currency risk
Foreign currency risk arises when there are exchange rate movements between the case currency the group transacts in its home market and overseas transactions in local currencies. The group has customers in Europe and South Africa but these represent a small proportion of overall revenues and as such does not currently hedge any exposures to these markets. The situation is reviewed annually.
Operational risk
The business must maintain high levels of technical expertise within its staff. The risk is mitigated through low staff turnover, training, cross-skilling and knowledge transfer. As with any technology company, the group must ensure that it is at the forefront of the industry in its product offering. The risk is mitigated through continued investment in research and development and evolution of its product set.
Cyber risk
The group provides business critical IT services to its customers, who in turn operate in the transport and logistics sector. This sector provides services that are critical to the infrastructure of the territories where they operate. Cyber and information security is therefore of heightened importance and a source of risk to the group.
The business manages cyber risks through an on-going routine of critical reviews and assessments across all areas to safeguard the business for the future. The business manages key risks by engaging with a range of leading software, hardware and cloud vendors as well as being committed to a culture of continuous training, personal development and gaining valuable accreditations, to ensure the group is at the forefront of risk.

2

 
Project Galaxy UK Topco Limited
 

Group strategic report (continued)
Year ended 29 February 2024

Financial key performance indicators
 
The group consider the following as key performance indicators:
Adjusted EBITDA
Adjusted EBITDA is operating profit excluding depreciation, amortisation and exceptional items. Exceptional items, for the purpose of the analysis of adjusted EBITDA below, are costs that are non-recurring or non-operational. The definition of exceptional items used in the analysis of adjusted EBITDA below is not the statutory definition and therefore does not match the face of the profit and loss account.
The directors use adjusted EBITDA to measure the underlying trading performance of the business as this measure excludes:
• Depreciation and amortisation as they are non-cash accounting charges;
• Costs of servicing the group’s funding structure, particularly bank and loan note interest;
• One-off and temporary costs that should not feature in the group’s long-term maintainable trading     profitability. Examples would include redundancy and restructuring costs.
Bonuses are also excluded as these are not included in the measurement of profitability used by the group’s senior debt lenders in calculating banking covenants.

29 February
28 February
2024
2023
      £000
      £000
Loss before taxation

(65,193)

(16,581)

Interest payable

10,100

8,570

Depreciation

197

277

Amortisation and impairment

9,451

9,076

Exceptional administrative expenses

48,287

1,716

Non underlying operating costs

2,060

1,221

Profit on sale of tangible fixed assets

(46)

(78)

NEC costs

-

22

Bonuses

130

64

Adjusted EBITDA

4,986

4,287


3

 
Project Galaxy UK Topco Limited
 

Group strategic report (continued)
Year ended 29 February 2024

Last 12 months adjusted EBITDA (“LTM adjusted EBITDA”)
LTM adjusted EBITDA is a 12 month look-back at any given month end reporting date of the adjusted EBITDA performance of the group.
This measure eliminates any month-to-month fluctuations in profitability by viewing performance on a trailing annual basis, and is an effective way of understanding the progress the business is making in growing profitability, particularly when comparing consecutive measures and versus the same month in the previous year.
Recurring revenue
Revenue generated from the provision of ongoing services to customers, primarily:
• Software licences sold on a subscription basis
• Subscriptions for related services, for example over-the-air vehicle tracking
• Software and hardware support services
Ongoing services are defined as those where the customer pays for those services on a recurring basis as part of a fixed term or rolling contract.
Recurring revenue is an important measure because it drives a higher quality of earnings and gives the directors better visibility over future revenue, profit and cash generation.
Annualised recurring revenue (“ARR”)
ARR is recurring revenue for a month at any given month end reporting date multiplied by 12.
This measure give the directors an indication of recurring revenue performance of the business over the next 12 months excluding any future churn.


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



N Duffy
Director
4

 
Project Galaxy UK Topco 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 loss for the year, after taxation, amounted to £65,122,000 (2023: loss £16,340,000).

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 Lawson-Clark 
M Tagg (resigned 25 May 2023)
G Gillon 
M Reynolds (resigned 3 October 2024)
N Duffy (appointed 3 October 2024)
A English (appointed 24 October 2024)
 
Matters covered in the group strategic report

The following information, which would otherwise be disclosed in the directors' report is instead disclosed in the
strategic report, as permitted by section 414c(11) of the Companies Act 2006:
- financial risk management objectives and policies
- 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 and the Group'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 and the Group's auditor is aware of that information.

Post balance sheet events

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

Auditor

Pursuant to section 487 of the Companies Act 2006 the auditor shall 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
5

 
Project Galaxy UK Topco Limited
 
 
Directors' responsibilities statement
Year ended 29 February 2024

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 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 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.

6

 
img719f.png
 

 
Independent auditor's report to the members of Project Galaxy UK Topco Limited

Opinion


We have audited the financial statements of Project Galaxy UK Topco Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 29 February 2024, which comprise the consolidated statement of comprehensive income, the consolidated balance sheets and company balance sheets,  the consolidated statement of changes in equity and company statement of changes in equity, the consolidated statement of cash flows, the consolidated analysis of net debt 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 29 February 2024 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. 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 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.


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


7

 
img3284.png
 

 
Independent auditor's report to the members of Project Galaxy UK Topco 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 reportOur 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 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 6, 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.


8

 
img4c86.png
 

 
Independent auditor's report to the members of Project Galaxy UK Topco 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 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:

We identified areas of law and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience and through discussions with the directors and other management (as required by Auditing Standards) and from inspection of the group's legal correspondence and we discussed with the directors and other management the policies and procedures in place regarding compliance with 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 group 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 group 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 and certain aspects of company legislation, recognising the nature of the group'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.


9

 
img25de.png
 

 
Independent auditor's report to the members of Project Galaxy UK Topco Limited (continued)

Use of our report
 

This report is made solely to the group'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 group'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 group and the group'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
10

 
Project Galaxy UK Topco Limited
 
 
Consolidated statement of comprehensive income
Year ended 29 February 2024

2024
2023
Note
£000
£000

Profit and loss account
  

Turnover
 5 
14,323
12,958

Cost of sales
  
(6,663)
(6,377)

Gross profit
  
7,660
6,581

Administrative expenses
  
(14,466)
(12,911)

Exceptional administrative expenses
 12 
(48,287)
(1,716)

Other operating income
  
-
35

Operating loss
 6 
(55,093)
(8,011)

Interest payable and similar expenses
 10 
(10,100)
(8,570)

Loss before taxation
  
(65,193)
(16,581)

Tax on loss
 11 
71
241

Loss for the financial year
  
(65,122)
(16,340)

  

There was no other comprehensive income for 2024 or 2023.

The notes on pages 19 to 38 form part of these financial statements.

11

 
Project Galaxy UK Topco Limited


Consolidated balance sheet
At 29 February 2024

29 February
28 February
2024
2023
Note
£000
£000

Fixed assets
  

Intangible assets
 13 
20,458
76,845

Tangible assets
 14 
372
500

  
20,830
77,345

Current assets
  

Stocks
 16 
83
198

Debtors
 17 
2,314
1,985

Cash at bank and in hand
  
1,218
1,199

  
3,615
3,382

Creditors: amounts falling due within one year
 18 
(23,536)
(15,087)

Net current liabilities
  
 
 
(19,921)
 
 
(11,705)

Total assets less current liabilities
  
909
65,640

Creditors: amounts falling due after more than one year
 19 
(86,683)
(86,305)

Provisions for liabilities
  

Deferred taxation
 21 
(13)
-

Net liabilities
  
(85,787)
(20,665)


Capital and reserves
  

Called up share capital 
 22 
10
10

Share premium account
 23 
942
942

Profit and loss account
 23 
(86,739)
(21,617)

Total deficit
  
(85,787)
(20,665)


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

The notes on pages 19 to 38 form part of these financial statements.
12

 
Project Galaxy UK Topco Limited


Company balance sheet
At 29 February 2024

29 February
28 February
2024
2023
Note
£000
£000

Fixed assets
  

Investments
     15
-
-

  
-
-

Current assets
  

Debtors
 17 
58
1,732

Cash at bank and in hand
  
2
3

  
60
1,735

Creditors: amounts falling due within one year
 18 
-
(800)

Net current assets
  
 
 
60
 
 
935

Total assets less current liabilities
  
60
935

Net assets
  
60
935


Capital and reserves
  

Called up share capital 
 22 
10
10

Share premium account
 23 
942
942

Profit and loss account brought forward
  
(17)
(3)

Loss for the year

  

(875)
(14)

Profit and loss account carried forward
  
(892)
(17)

Total equity
  
60
935


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: 13135567
The notes on pages 19 to 38 form part of these financial statements.
13

 
Project Galaxy UK Topco Limited
 

Consolidated 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
9
902
(5,277)
(4,366)



Loss and total comprehensive expense for the year
-
-
(16,340)
(16,340)

Shares issued during the year
1
40
-
41



At 1 March 2023
10
942
(21,617)
(20,665)



Loss and total comprehensive expense for the year
-
-
(65,122)
(65,122)


At 29 February 2024
10
942
(86,739)
(85,787)


The notes on pages 19 to 38 form part of these financial statements.
14

 
Project Galaxy UK Topco Limited
 

Company 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
9
902
(3)
908



Loss and total comprehensive expense for the year
-
-
(14)
(14)

Shares issued during the year
1
40
-
41



At 1 March 2023
10
942
(17)
935



Loss and total comprehensive expense for the year
-
-
(875)
(875)


At 29 February 2024
10
942
(892)
60


The notes on pages 19 to 38 form part of these financial statements.
15

 
Project Galaxy UK Topco Limited
 

Consolidated statement of cash flows
Year ended 29 February 2024

29 February
28 February
2024
2023
£000
£000

Cash flows from operating activities

Loss for the financial year
(65,122)
(16,340)

Adjustments for:

Amortisation and impairment of intangible assets
57,738
9,076

Depreciation of tangible assets
197
277

Profit on disposal of tangible assets
(46)
(78)

Interest paid
10,100
8,570

Taxation charge
(71)
(241)

Decrease/(increase) in stocks
115
(78)

(Increase)/decrease in debtors
(370)
1,348

Increase/(decrease) in creditors
709
(544)

Corporation tax received
86
51

Net cash generated from operating activities

3,336
2,041


Cash flows from investing activities

Purchase of intangible fixed assets
(1,351)
(1,961)

Purchase of tangible fixed assets
(89)
(145)

Proceeds from sale of tangible fixed assets
66
148

Acquisition of subsidiary net of cash acquired
-
(1,687)

Net cash from investing activities

(1,374)
(3,645)
16

 
Project Galaxy UK Topco Limited
 

Consolidated statement of cash flows (continued)
Year ended 29 February 2024

29 February
28 February

2024
2023

£000
£000



Cash flows from financing activities

Issue of ordinary shares
-
41

Issue of loan notes
-
2,695

Repayment of loan notes
-
(668)

Repayment of finance leases
-
(37)

Interest paid
(1,943)
(1,376)

Net cash used in financing activities
(1,943)
655

Net increase/(decrease) in cash and cash equivalents
19
(949)

Cash and cash equivalents at beginning of year
1,199
2,148

Cash and cash equivalents at the end of year
1,218
1,199


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,218
1,199


The notes on pages 19 to 38 form part of these financial statements.

17

 
Project Galaxy UK Topco Limited
 

Consolidated analysis of net debt
Year ended 29 February 2024





At 1 March 2023
Cash flows
Other non-cash changes
At 29 February 2024
£000

£000

£000

£000

Cash at bank and in hand

1,199

19

-

1,218

Debt due after 1 year

(86,305)

-

(378)

(86,683)


(85,106)
19
(378)
(85,465)

The notes on pages 19 to 38 form part of these financial statements.
18

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

1.


General information

Project Galaxy UK Topco Limited ("the company") is a private company, limited by shares, registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on the company information page of these financial statements. The nature of the company's operations and principal activities are disclosed in the strategic report.

2.


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.

3.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 periods presented, unless otherwise stated.

 
3.1

Basis of preparation of financial statements

These financial statements comprise the consolidated (group) financial statements and the company's separate financial statements. However, as permitted by section 408 of the Companies Act 2006, the separate profit and loss account of the company is not presented. 
The financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the measurement of certain financial assets and liabilities at fair value. They are presented in pounds sterling, which is the functional currency of the company, and rounded to the nearest £'000.
The preparation of financial statements under FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the group's and company's accounting policies. The areas involving higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4. 
Reduced disclosure
FRS 102 allows a qualifying entity certain disclosure exemptions. The company meets the definition of a qualifying entity in respect of its separate (non-group) financial statements and has taken advantage of the exemption relating to the preparation of a cash flow statement, analysis of net debt, and key management personnel compensation disclosures. The equivalent disclosures, on a consolidated basis, are included in the group financial statements, presented herein alongside the company financial statements.

 
3.2

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings as if they formed a single entity. Intercompany transactions and balances are therefore eliminated in full.
The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passes.
Business combinations are accounted for under the purchase method, under which the acquiree's identifiable assets (including intangible assets), liabilities and contingent liabilities are recognised initially in the consolidated balance sheet at fair value. 

19

 
Project Galaxy UK Topco Limited
 

 
Notes to the financial statements
Year ended 29 February 2024

3.Accounting policies (continued)

 
3.3

Going concern

At the time of approving these financial statements, the directors have a reasonable expectation that the group and company has adequate resources to continue in existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparation of these financial statements.
The directors note that the group has net liabilities of £85,787,000. This is as a result of the financing of the acquisition of Mandata Group Limited. The acquisition has brought £102,274,000 of debt onto the balance sheet, which includes £64,895,000 of loan notes, £20,000,000 of bank debt and £17,379,000 of accrued interest. With respect to the total outstanding loans there is no obligation to make payments until 2027, when the loan notes and external bank debt matures.
The directors note that the group has made a loss before tax of £65,193,000, however included in this figure is £57,738,000 of goodwill impairment and amortisation, a non-cash item. The group generated positive operating cash flows of £2,039,000 to 29 February 2024. 
The company and the wider group have prepared detailed financial forecasts which demonstrate that the group has the means to pay the ongoing liabilities as they fall due for the foreseeable 12 month period from the date of approval of these financial statements.

 
3.4

Revenue

Turnover comprises revenue recognised in respect of goods and services supplied during the year, net of discounts and excluding Value Added Tax.
Sale of goods
Turnover from the sale of equipment is recognised on delivery to the customer. 
Rendering of services
Turnover from rendering of services is recognised in the period in which the service is provided. Payments received in advance are initially recorded as deferred income (within creditors) and released to the profit and loss account in future periods, as the service is provided.

 
3.5

Employee benefits

Short-term benefits
Short-term benefits, including holiday pay and other similar non-monetary benefits are recognised as an expense in the period in which the service is received.
Defined contribution pension plan
The group operates a defined contribution pension plan for its employees. Contributions are recognised as an expense when they fall due. Amounts due but not yet paid are included within creditors on the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

20

 
Project Galaxy UK Topco Limited
 

 
Notes to the financial statements
Year ended 29 February 2024

3.Accounting policies (continued)

  
3.6

Share based payments

The group provides share based payments to certain employees.
Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest.

  
3.7

Foreign currency transactions

The company and group's functional currency is the pound sterling. Transactions in foreign currencies are translated into sterling using the spot exchange rates at the dates of the transactions. At each period end, foreign currency monetary assets and liabilities are translated using the closing rate. All foreign exchange gains and losses are recognised in the statement of comprehensive income.

 
3.8

Research and development

Expenditure on research is written off to the profit and loss account in the year in which it is incurred. Development expenditure that is directly attributable to the design and testing of identifiable and unique software products controlled by the group, is recognised as an intangible asset when all of the following criteria are met:
 - it is technically feasible to complete the software so that it will be available for use;
 - management intends to complete the software and use or sell it;
 - there is an ability to use or sell the software;
 - it can be demonstrated how the software will generate probable future economic benefits;
 - adequate, technical, financial and other resources to complete the development and to use or sell 
   the software are available; and
 - the expenditure attributable to the software during its development can be reliably measured.
Development expenditure capitalised is amortised on a straight line basis to £nil over the expected useful life of the specific software product, which is 5 years for each of the software products currently being amortised.
Other development expenditures that do not meet the above criteria are written off to the profit and loss account as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. 
The useful lives and residual values of software intangibles are reviewed at the end of each reporting
period, and adjusted if appropriate. The effect of any change is accounted for prospectively.

 
3.9

Interest income

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

 
3.10

Finance costs

Finance costs are charged to the profit and loss account 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 and are released to the profit and loss account over the life of the capital instrument.

21

 
Project Galaxy UK Topco Limited
 

 
Notes to the financial statements
Year ended 29 February 2024

3.Accounting policies (continued)

 
3.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

  
3.12

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.

 
3.13

Taxation

The taxation expense for the year comprises current and deferred tax and is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax expense is also recognised in other comprehensive income or directly in equity. 
Current tax is the amount of tax payable in respect of the taxable profit for the current or past reporting periods. It is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods, and arises from ‘timing differences’ (where transactions or events are included in the financial statements in periods different from those in which they are assessed for tax). Deferred tax is recognised in respect of all timing differences, except that unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing differences.

22

 
Project Galaxy UK Topco Limited
 

 
Notes to the financial statements
Year ended 29 February 2024

3.Accounting policies (continued)

 
3.14

Intangible fixed assets and amortisation

Goodwill
Purchased goodwill (representing the excess of the fair value of the consideration given over the fair value of the identifiable net assets acquired) arising on business combinations (acquisitions) is capitalised and then amortised down to £nil on a straight line basis over the period of expected benefit, which is adjusted if necessary as circumstances change. The effect of any change in amortisation period is accounted for prospectively. 
The carrying amount of goodwill is reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. If any such indication exists, the asset's recoverable amount is estimated and an impairment loss recognised whenever the carrying amount of the asset or its income generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit and loss account.
Other intangible assets
Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is provided on all intangible assets so as to write off the cost of an asset over its estimated useful lives as follows:
  Goodwill     - 10 years straight line
  Development costs   - 5 years straight line
Asset residual values and useful lives are reviewed at the end of each reporting period, and adjusted
if appropriate. The effect of any change is accounted for prospectively.

  
3.15

Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price plus any further costs directly attributable to bringing the asset to its working condition for its intended use. 
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less their estimated residual value, over their estimated useful lives as follows: 
  Leasehold Improvements  - straight line over the life of the lease
  Motor vehicles   - 3 - 5 years straight line
  Office equipment   - 3 - 10 years straight line
  Computer equipment  - 2 - 5 years straight line
Asset residual values and useful lives are reviewed at the end of each reporting period, and adjusted
if appropriate. The effect of any change is accounted for prospectively.

23

 
Project Galaxy UK Topco Limited
 

 
Notes to the financial statements
Year ended 29 February 2024

3.Accounting policies (continued)

  
3.16

Leases

Assets held under finance leases and hire purchase contracts, which confer rights and obligations on the company similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease term and their useful lives. The capital elements of future lease obligations are recorded as liabilities, and the interest elements are charge to the profit and loss account over the period of the leases to produce a constant periodic rate of charge on the remaining balance of the liability.  
Leases that do not confer rights and obligations approximating to ownership are classified as operating leases. Rental payments under operating leases are charged to the profit and loss account on a straight-line basis over the lease term, even if payments are not made on such a basis.

 
3.17

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
3.18

Fixed asset investments

In the company balance sheet, investments in subsidiary undertakings are measured at cost less
accumulated impairment losses.

 
3.19

Stocks

Stocks are stated at the lower of cost or estimated selling price less costs to complete and sell. Cost is determined using the first-in first-out (FIFO) method and includes the purchase price (including taxes and duties) and transport and handling costs directly attributable to bringing the stock to its present location.  
Provision is made as necessary for damaged, obsolete or slow-moving items.

 
3.20

Financial instruments

Basic debt instruments
The group enters into financial instruments transactions that result in the recognition of basic
debt financial assets and liabilities like trade and other accounts receivable and payable, cash and
bank balances, bank loans and loans to or from related parties, including fellow group companies.
 
Debt instruments due within one year are measured, initially and subsequently at the transaction price. Debt instruments due after one year are measured initially at the transaction price and subsequently at amortised cost using the effective interest method. 
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
24

 
Project Galaxy UK Topco Limited
 

 
Notes to the financial statements
Year ended 29 February 2024

3.Accounting policies (continued)


3.20
Financial instruments (continued)

account.
Derivative financial instruments
Derivative financial instruments, comprising interest rate swaps, are initially recognised at fair value at the date the contract is entered into and are subsequently remeasured to their fair value at each reporting date. Changes in fair value are recognised in the profit and loss account within administrative expenses.


4.


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 group's accounting policies
In preparing these financial statements, the directors do not consider there to have been any significant
judgments that were required in the process of applying the group's accounting policies.
Key sources of estimation uncertainty
Intangible assets
Certain costs incurred in the development phase of an internal project, which include databases, internal use software and internally generated software, are capitalised as intangible assets if several criteria are met. Management has made judgments and assumptions when assessing whether a project meets these criteria, and on measuring the costs and economic life attributed to such projects. 
The carrying value of development costs at the balance sheet date was £1,493,000 as set out in note 13.
Impairment of goodwill
Determining whether goodwill is impaired requires estimation of the value in use of the cash generating
unit to which the assets relates. The value in use calculation requires the entity to estimate the value and
timing of future cash flows expected to arise from each cash generating unit and apply a suitable discount
rate, in order to calculate the present value of those future cash flows.
The carrying value of goodwill at the balance sheet date was £17,339,000 as set out in note 13.
Other estimates included within these financial statements include depreciation and amortisation charges and asset impairments (for example provisions against debtors and carrying value of 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 material adjustment to the carrying amount of assets and liabilities within the next financial year. 

25

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

5.


Turnover

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


2024
2023
£000
£000

Goods
3,417
296

Services
10,906
12,662

14,323
12,958


Analysis of turnover by country of destination:

2024
2023
£000
£000

United Kingdom
14,183
12,659

Rest of Europe
137
296

Rest of the world
3
3

14,323
12,958



6.


Operating loss

The operating loss is stated after charging/(crediting):

2024
2023
£000
£000

Amortisation of intangible assets (included within administrative expenses)
9,451
8,916

Impairment of intangible assets (CY: exceptional administrative expenses, PY: administrative expenses)
48,287
160

Depreciation of tangible fixed assets
197
277

Profit on disposal of tangible fixed assets
(46)
(78)

Operating lease rentals
105
54

Non underlying operating costs
2,060
1,307


7.


Auditor's remuneration

2024
2023
£000
£000

Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements
68
65

26

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

8.


Employees

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


Group
29 February
Group
28 February
2024
2023
£000
£000

Wages and salaries
6,682
5,793

Social security costs
589
669

Cost of defined contribution pension scheme
118
126

7,389
6,588


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


        2024
        2023
            No.
            No.







Technical and administrative
122
122

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

9.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
36
701

Group contributions to defined contribution pension schemes
-
8

36
709


During the year retirement benefits were accruing to no directors (2023: 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £36,000 (2023: £172,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £nil (2023: £1,000).

27

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

10.


Interest payable and similar expenses

2024
2023
£000
£000


Bank loan interest payable
1,942
1,314

Loan note interest payable
7,957
7,052

Finance leases and hire purchase contracts
-
4

Amortisation of cost of issuing loan notes
201
200

10,100
8,570


11.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on profits for the year
37
44

Adjustments in respect of previous periods
(121)
(94)


Total current tax
(84)
(50)

Deferred tax


Origination and reversal of timing differences
(269)
(191)

Changes to tax rates
265
(60)

In respect of previous years
17
60

Total deferred tax
13
(191)


Taxation on loss on ordinary activities
(71)
(241)
28

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 24.49% (2023:19%). The differences are explained below:

2024
2023
£000
£000


Loss on ordinary activities before tax
(65,193)
(16,581)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.49% (2023 :19%)
(15,966)
(3,150)

Effects of:


Non-tax deductible amortisation and impairment of goodwill
13,938
1,616

Expenses not deductible for tax purposes
1,654
693

Lower rate taxes on overseas subsidiary earnings
-
(16)

Adjustments to tax charge in respect of prior periods
165
(34)

Deferred tax not recognised
175
718

Impact of changes in tax rates
(37)
(60)

Benefits of R&D
-
(8)

Total tax charge for the year
(71)
(241)
29

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024
 
11.Taxation (continued)


Factors that may affect future tax charges

In the Spring Budget 2021 it was announced that the main UK corporation tax rate would increase from
19% to 25% from 1 April 2023. This rate increase was substantively enacted as part of the Finance Act
2021 on 24 May 2021 and has now taken effect. Accordingly, the group's profits are taxed at an effective
rate of 24.49% for the year ended 29 February 2024 (19% for the year ended 28 February 2023), and
future profits will be taxed at a rate of 25%. Deferred tax at the balance sheet date has been calculated at
25% (2023: 25%), as this was the tax rate substantively enacted at the year end.


12.


Exceptional items

2024
2023
£000
£000


Infrastructure outage costs
-
877

Restructuring
-
469

Costs associated with investigation of potential acquisitions
-
370

Goodwill impairment
48,287
-

48,287
1,716

Exceptional administrative expenses are made up of goodwill impairment costs. In the prior year they comprise fees associated with investigation of potential acquisitions, restructuring costs and fees related to the infrastructure outage costs incurred by the group.

30

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

13.


Intangible assets

Group







Development expenditure
Computer software
Goodwill
Total

£000
£000
£000
£000



Cost


At 1 March 2023
1,795
1,472
86,248
89,515


Additions
671
680
-
1,351



At 29 February 2024

2,466
2,152
86,248
90,866



Amortisation


At 1 March 2023
513
159
11,998
12,670


Charge for the year
460
367
8,624
9,451


Impairment charge
-
-
48,287
48,287



At 29 February 2024

973
526
68,909
70,408



Net book value



At 29 February 2024
1,493
1,626
17,339
20,458



At 28 February 2023
1,282
1,313
74,250
76,845

The directors have performed a goodwill impairment review using a discounted cash flow forecast for the group. The result of this review is to impair the goodwill carrying value by £48,287,000 (2023: £nil)
There were no intangible assets held by the company (2023: £nil).



31

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

14.


Tangible fixed assets

Group








Short-term leasehold improvements
Motor vehicles
Office equipment
Computer equipment
Total

£000
£000
£000
£000
£000



Cost


At 1 March 2023
246
150
145
261
802


Additions
-
36
-
53
89


Disposals
-
(92)
-
-
(92)



At 29 February 2024

246
94
145
314
799



Depreciation


At 1 March 2023
59
46
59
138
302


Charge for the year
52
41
39
65
197


Disposals
-
(72)
-
-
(72)



At 29 February 2024

111
15
98
203
427



Net book value



At 29 February 2024
135
79
47
111
372



At 28 February 2023
187
104
86
123
500

There were no tangible assets held by the company.

32

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

15.


Fixed asset investments

Company

Subsidiary undertaking
      £000
At 1 March 2023 and 29 February 2024

-


Subsidiary undertakings
The following were subsidiary undertakings at the balance sheet date. Unless noted otherwise, all subsidiaries have their registered office at; 3rd Floor, Q5 Quorum Business Park, Benton Lane, Newcastle upon Tyne, NE12 8BS.

                      Class of  
Name                      shares    Holding
Project Galaxy UK Midco Limited                 Ordinary  100%
Project Galaxy UK Bidco Limited (Indirect holding)               Ordinary  100%
Mandata Group Limited (Indirect holding)                Ordinary  100%
Mandata (Holdings) Limited (Indirect holding)                Ordinary  100%
Mandata (Management and Data Services) Ltd (Indirect holding)             Ordinary  100%
Mandata Network Limited (Indirect holding)                Ordinary  100% 
Mandata Solutions Limited (Indirect holding)                Ordinary  100%
Eureka Information Systems Limited (Indirect holding)*              Ordinary  100%
* registered address - Cliff Road, Rosslare Harbour, Co. Wexford, Y35 V9P5, Ireland


16.


Stocks

Group
29 February
Group
28 February
2024
2023
£000
£000

Finished goods and goods for resale
83
198


The carrying value of stocks are stated net of impairment losses totalling £nil (2023: £6,000). Impairment losses totalling  £nil (2023: £6,000) were recognised in profit and loss.

33

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

17.


Debtors

Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£000
£000
£000
£000

Trade debtors
1,787
1,188
-
-

Amounts owed by group undertakings
-
-
-
1,661

Other debtors
65
196
53
67

Prepayments and accrued income
462
601
5
4

2,314
1,985
58
1,732


Trade debtors are stated after provisions for impairment of £560,000 (2023: £444,000). The net impairment charge for the period, included in administrative expenses, totalled £177,000 (2023: £nil).
Amounts owed by group undertakings are stated after provisions for impairment of £863,000 (2023: £nil). The net impairment charge for the period, included in exceptional administrative expenses of the parent only profit and loss account, totalled £863,000 (2023: £nil)


18.


Creditors: amounts falling due within one year

Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£000
£000
£000
£000

Trade creditors
248
573
-
-

Amounts owed to group undertakings
-
-
-
800

Amounts owed to other related parties
934
-
-
-

Corporation tax
-
44
-
-

Other taxation and social security
807
670
-
-

Other creditors
647
1,377
-
-

Accruals and deferred income
20,900
12,423
-
-

23,536
15,087
-
800


34

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

19.


Creditors: amounts falling due after more than one year

Group
29 February
Group
28 February
2024
2023
£000
£000

Bank loans (note 20)
19,479
19,278

Loan notes (note 20)
67,204
67,027

86,683
86,305





20.


Loans


Analysis of the maturity of loans is given below:


Group
29 February
Group
28 February
2024
2023
£000
£000

Amounts falling due 2-5 years

Bank loans
19,479
19,278

Other loans
67,204
67,027

86,683
86,305


Bank loans of £20,000,000 are repayable in full by October 2026 and are subject to interest at a rate of 4.5% plus SONIA. There exists a fixed and floating charge over all the company's assets on loans taken with Santander UK PLC and Tenzing Private Equity LLP.
Finance costs of £1,002,000 incurred in respect of the new facility have been capitalised, as a reduction against the proceeds of the loan, and are being amortised over its term. During the year, £201,000 (2023: £200,000) was expensed with £521,000 (2023: £722,000) remaining.
Other loans comprise loan notes, £64,895,000 (2023: £63,540,000) secured A loan notes and £2,309,000 (2023: £3,487,000) secured B loan notes. These loan notes accrue interest at 10% per annum, payable quarterly in arrears, and are fully repayable on 6 October 2027.
At the balance sheet date, interest of £17,379,000 (2023: £9,600,000) has been accrued and is included within accruals.
On 22 November 2021 £60,844,000 A loan notes included above were listed on the Official List of 'The International Stock Exchange Authority Limited'. On 16 September 2022, the additional £2,696,000 loan notes were listed resulting in a total listing of £63,540,000 A loan notes listed. 

35

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

21.


Deferred taxation


Group



2024
2023


£000

£000






At beginning of year
-
(191)


Charged to profit or loss
13
(191)



At end of year
13
-

Company


2024
2023






At end of year
-
-
The deferred taxation balance is made up as follows:

Group
29 February
2024
£000

Accelerated capital allowances
786

Tax losses carried forward
(20)

Pension surplus
(18)

Other item - user input 1
(735)

13


22.


Share capital

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



702,049 (2023: 702,049) A Ordinary shares of £0.01 each
7
7
47,951 (2023: 47,951) B Ordinary shares of £0.01 each
1
1
201,822 (2023: 201,822) C1 Ordinary shares of £0.01 each
2
2

10

10

Each class of share, A Ordinary, B Ordinary and C1 Ordinary has full voting rights, full rights to dividend and distributions, full rights to participate in a return of capital and are non-redeemable.


36

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

23.


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 group and company's cumulative profits and losses, net of cumulative dividends paid and other adjustments. 


24.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group  in an independently administered fund. The pension cost charge represents contributions payable by the group  to the fund and amounted to £118,000 (2023: £126,000). Contributions totalling £31,000 (2023: £30,000) were payable to the fund at the balance sheet date and are included in creditors.


25.


Commitments under operating leases

At 29 February 2024 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
29 February
Group
28 February
2024
2023
£000
£000

Not later than 1 year
124
113

Later than 1 year and not later than 5 years
65
189

189
302
37

 
Project Galaxy UK Topco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

26.


Related party transactions

The company has taken advantage of the exemptions conferred by FRS 102 in not disclosing the transactions between wholly owned group companies included in these consolidated financial statements.
Included within creditors due greater than one year are secured A loan notes totalling £64,895,000 (2023: £63,540,000) of which £46,828,000 (2023: £45,473,000) are payable to the ultimate controlling party, Tenzing PE General Partner Limited and £18,067,000 (2023: £18,067,000) are payable to the shareholder, LDC X LP. These loan notes accrue interest at 10%, payable quarterly in arrears. At the balance sheet date interest of £12,375,000 (2023: £6,811,000) is payable to Tenzing PE General Partner Limited and interest of £4,386,000 (2023: £2,270,000) is payable to LDC X LP, both amounts are included within creditors due within one year.
Included within creditors due greater than one year are secured B loan notes totalling £2,309,000 (2023: £3,488,000) owing to the shareholders of the immediate and ultimate parent undertaking, Project Galaxy UK Topco Limited. These loan notes accrue interest at 10%, payable quarterly in arrears. Interest payable at the year end of £618,000 (2023: £519,000) is included within creditors due within one year.
Included within creditors due within one year is £744,000 (2023: £nil) owed to Tenzing PE Limited and £190,000 (2023: £nil) owed to LDC (Managers) Limited.


27.


Controlling party

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.
 

38