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Company registration number: 15018387







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED
31 DECEMBER 2024


CROSSFIRE NEWCO LIMITED






































img1c3e.png                        

 


CROSSFIRE NEWCO LIMITED
 


 
COMPANY INFORMATION


Directors
D Torbet (appointed 21 July 2023)
J Hay (appointed 4 August 2023)
A D Himsley (appointed 4 August 2023)
D T Smith (appointed 4 August 2023)
R S Mukherji (appointed 4 August 2023)
D T Smith (appointed 4 August 2023)
M R Hine (appointed 26 September 2023)




Registered number
15018387



Registered office
20 St. Thomas Street

London

SE1 9RS




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

95 Gresham Street

London

EC2V 7AB





 


CROSSFIRE NEWCO LIMITED
 



CONTENTS



Page
Group strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Consolidated statement of comprehensive income
8
Consolidated balance sheet
9
Company balance sheet
10
Consolidated statement of changes in equity
11
Company statement of changes in equity
12
Consolidated statement of cash flows
13
Consolidated analysis of net debt
14
Notes to the financial statements
15 - 31


 


CROSSFIRE NEWCO LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

Introduction
 
The directors present their strategic report for the year ended 31 December 2024.
The principal activities of the Group are the monitoring and publishing of UK and EU political and governmental policy information and intelligence for public affairs and investment professionals. The Group operates from London, England and Brussels, Belgium.

Business review
 
The Group has experienced substantial expansion over the past two years driven by both organic revenue growth and acquisition of new businesses, including Forefront Advisers and One Policy Place. Organic revenue growth had been supported by investments in sales and marketing as well as in our technology platforms. The directors are satisfied with the Group's performance.
The directors do not expect the nature of the business to change significantly in the foreseeable future, with a continued focus on organic growth through investment in sales, marketing and technology, and the acquisition of new business.

Principal risks and uncertainties
 
The following key elements comprise the present internal control environment which has been designed to identify, evaluate and manage, rather than eliminate, the risks faced by the Group in seeking to achieve its business objectives. The process is communicated through various operating risk management and accounting policies and procedure:
 
an organisation structure with clear lines of responsibility and delegated levels of authority;
a comprehensive financial planning, control, budgeting and rolling forecast system; and
a flat management structure which facilitates open and timely communication.

The Board has identified the following principal risks to which the Group is exposed:
 
the reliance on the skills and knowledge of its staff to maintain its market position;
the political environment and cycle in the UK, and Brussels; and
our dependence on information technology systems and technological change.

Key performance indicators - financial and other

The directors consider the financial key performance indicator of the Group to be the percentage of revenue that is subscription. The directors consider total number of customers to be the only non-financial key performance indicator. The directors are satisfied with the performance of each these metrics during the year, which can be summarised as follows:

2024
Percentage of subscription revenue

100%

Total customers

648





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



M R Hine
Director

Date: 24 June 2025

Page 1

 


CROSSFIRE NEWCO LIMITED
 


 
DIRECTORS' REPORT
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the 17 month period ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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


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

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the 17 month period, after taxation, amounted to £6,035,000.

The directors have not recommended payment of dividends.

Directors

The directors who served during the 17 month period were:

D Torbet (appointed 21 July 2023)
J Hay (appointed 4 August 2023)
A D Himsley (appointed 4 August 2023)
D T Smith (appointed 4 August 2023)
R S Mukherji (appointed 4 August 2023)
D T Smith (appointed 4 August 2023)
M R Hine (appointed 26 September 2023)

Future developments

The directors do not expect the nature of the business to change significantly in the foreseeable future, with a continued focus on organic growth through investment in sales, marketing and technology, and the acquisition of new businesses.

Qualifying third party indemnity provisions

Throughout the period Directors' and Officers' liability insurance has been maintained by the Group.

Page 2

 


CROSSFIRE NEWCO LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

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

On 4 April 2025, BG Bidco 5 Limited acquired 100% of the ordinary share capital of Newsdirect (UK) Limited and Newsdirect Wales Limited to broaden its monitoring coverage into the devolved nations of Scotland, Wales and Northern Ireland. To fund the acquisition, further capital was raised from existing secured lenders.

Auditor

The auditor, Menzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





M R Hine
Director

Date: 24 June 2025

Page 3

 


CROSSFIRE NEWCO LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CROSSFIRE NEWCO LIMITED

Opinion


We have audited the financial statements of Crossfire Newco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the 17 month period ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the 17 month period 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.


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.


Page 4

 


CROSSFIRE NEWCO LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CROSSFIRE NEWCO LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial 17 month period 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 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 


CROSSFIRE NEWCO LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CROSSFIRE NEWCO 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:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:
 
Companies Act 2006
FRS 102
Tax legislation
Employment legislation

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the parent company and the Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the Parent Company’s and Group’s financial statements to material misstatement, including how fraud might occur. We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
 
Posting of unusual journal entries; and
Management bias in accounting estimates.

Audit procedures performed by the Group engagement team included:
 
Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgments made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.


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.


Page 6

 


CROSSFIRE NEWCO LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CROSSFIRE NEWCO 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.





Ralph Mitchison FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
95 Gresham Street
London
EC2V 7AB

24 June 2025
Page 7

 


CROSSFIRE NEWCO LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

17 month period ended
31 December
2024
Note
£000

Turnover
 4 
15,803

Cost of sales
  
(340)

Gross profit
  
15,463

Administrative expenses
  
(16,984)

Operating (loss)/profit
 5 
(1,521)

Interest receivable and similar income
 9 
5

Interest payable and similar expenses
 10 
(4,290)

(Loss)/profit before taxation
  
(5,806)

Tax on (loss)/profit
 11 
(229)

(Loss)/profit for the financial 17 month period
  
(6,035)

  

Foreign exchange reserve movement
  
16

Other comprehensive income for the 17 month period
  
16

Total comprehensive income for the 17 month period
  
(6,019)

(Loss) for the 17 month period attributable to:
  

Owners of the parent Company
  
(6,035)

  
(6,035)

The notes on pages 15 to 31 form part of these financial statements.

Page 8

 


CROSSFIRE NEWCO LIMITED
REGISTERED NUMBER:15018387



CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
Note
£000

Fixed assets
  

Intangible assets
 12 
47,577

Tangible assets
 13 
150

  
47,727

Current assets
  

Debtors: amounts falling due within one year
 15 
4,034

Cash at bank and in hand
 16 
2,984

  
7,018

Creditors: amounts falling due within one year
 17 
(9,465)

Net current (liabilities)/assets
  
 
 
(2,447)

Total assets less current liabilities
  
45,280

Creditors: amounts falling due after more than one year
 18 
(27,175)

Net assets
  
18,105


Capital and reserves
  

Called up share capital 
 21 
241

Share premium account
 22 
23,883

Foreign exchange reserve
 22 
16

Profit and loss account
 22 
(6,035)

Equity attributable to owners of the parent Company
  
18,105

  
18,105


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




M R Hine
Director

Date: 24 June 2025

The notes on pages 15 to 31 form part of these financial statements.

Page 9

 


CROSSFIRE NEWCO LIMITED
REGISTERED NUMBER:15018387



COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
Note
£000

Fixed assets
  

Investments
 14 
24,029

  
24,029

Current assets
  

Debtors: amounts falling due within one year
 15 
111

  
111

Creditors: amounts falling due within one year
 17 
(31)

Net current assets
  
 
 
80

Total assets less current liabilities
  
24,109

Net assets
  
24,109


Capital and reserves
  

Called up share capital 
 21 
241

Share premium account
 22 
23,883

Loss/(profit) for the 17 month period
  
(15)

Profit and loss account carried forward
  
(15)

  
24,109


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


M R Hine
Director

Date: 24 June 2025

The notes on pages 15 to 31 form part of these financial statements.

Page 10

 
CROSSFIRE NEWCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£000
£000
£000
£000
£000
£000



Comprehensive income for the 17 month period


Loss for the 17 month period
-
-
-
(6,035)
(6,035)
(6,035)


Translation reserve for overseas subsidiary
-
-
16
-
16
16

Total comprehensive income for the 17 month period
-
-
16
(6,035)
(6,019)
(6,019)



Contributions by and distributions to owners


Shares issued during the 17 month period
241
23,883
-
-
24,124
24,124



Total transactions with owners
241
23,883
-
-
24,124
24,124



At 31 December 2024
241
23,883
16
(6,035)
18,105
18,105

The notes on pages 15 to 31 form part of these financial statements.

Page 11
 


CROSSFIRE NEWCO LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024


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

£000
£000
£000
£000


Comprehensive income for the period

Loss for the 17 month period
-
-
(15)
(15)


Contributions by and distributions to owners

Shares issued during the 17 month period
241
23,883
-
24,124


Total transactions with owners
241
23,883
-
24,124


At 31 December 2024
241
23,883
(15)
24,109

The notes on pages 15 to 31 form part of these financial statements.

Page 12

 


CROSSFIRE NEWCO LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

2024
£000

Cash flows from operating activities

(Loss)/profit for the financial 17 month period
(6,035)

Adjustments for:

Amortisation of intangible assets
5,429

Depreciation of tangible assets
45

Interest paid
4,265

Taxation charge
229

(Increase)/decrease in debtors
(1,111)

Increase in creditors
4,877

Increase in provisions
50

Corporation tax (paid)
(307)

Foreign exchange
16

Net cash generated from operating activities

7,458


Cash flows from investing activities

Purchase of intangible fixed assets
(968)

Purchase of tangible fixed assets
(116)

Purchase of fixed asset investments
(12,616)

Net cash from investing activities

(13,700)

Cash flows from financing activities

Issue of ordinary shares
10,117

New secured loans
1,800

Interest paid
(2,691)

Net cash used in financing activities
9,226

Net increase in cash and cash equivalents
2,984

Cash and cash equivalents at the end of 17 month period
2,984


Cash and cash equivalents at the end of 17 month period comprise:

Cash at bank and in hand
2,984

2,984


The notes on pages 15 to 31 form part of these financial statements.

Page 13

 


CROSSFIRE NEWCO LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024




Cash flows
Acquisition and disposal of subsidiaries
At 31 December 2024
£000

£000

£000

Cash at bank and in hand

1,417

1,567

2,984

Debt due after 1 year

(27,198)

-

(27,198)

Debt due within 1 year

-

-

-


(25,781)
1,567
(24,214)

The notes on pages 15 to 31 form part of these financial statements.

Page 14

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

1.


General information

Crossfire Newco Limited ("the Company") is a company limited by shares and incorporated in England and Wales. The principal place of business is shown in the Company Information page. These financial statements represent the first set of financial statements prepared by the Company and Group, covering the period from incorporation on 21 July 2023 to the period end 31 December 2024.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The directors have a 3 year business plan and maintain 3 year rolling forecasts to monitor financial performance, they have carried out sensitivity analysis on the forecast model to take account of all reasonably possible scenarios. The forecasts indicate that the Group will have sufficient funds to meet its liabilities as they fall due. The directors therefore believe that financial statements should be prepared on a going concern basis.

Page 15

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

  
2.5

Revenue

Revenue is measured based on the consideration specified in a contract with a customer. If multiple performance obligations exist within a contract, the revenue is allocated to the obligations based on the standalone selling price, with any discounts allocated evenly across the obligations. 
For contracts with rebates and therefore variable consideration, revenue is recognised based on the  best estimate of the revenue net of the rebated amount. Revenue is recognised when the Group satisfies the performance obligations. 
Pre-paid subscription and event revenues are shown as deferred income and released to the profit and loss in accordance with the revenue criteria above.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Interest income

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

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 16

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the 17 month period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 17

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10 years
Software
-
2 - 5 years

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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

Depreciation is provided on the following basis:

Fixtures and fittings
-
5 years
Office equipment
-
2 - 5 years
Computer equipment
-
5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 18

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

  
2.15

Provisions for liabilities

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

  
2.16

Financial instruments

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

  
2.17

Development costs

Costs relating to the development of a software platform are capitalised as intangible assets when it becomes apparent that the asset will generate probable future economic benefits, the Group has adequate resources to complete the development of the platform, completion of the platform is technically feasible and the Group has the intention to complete the developments to the platform and use it. Development costs are only amortised when the software is available for use.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of these financial statements requires the Directors to exercise judgment and to make estimates about uncertain future events in the process of applying the Company's accounting policies. The actual future outcomes  may differ from these estimates and give rise to material adjustments to the reported results and financial position of the Company. The areas requiring a higher degree of judgment, or areas where assumptions and estimates are significant to the financial statements, are discussed below.
Capitalisation of software development costs
In capitalising costs as internally generated intangible assets, the Directors have made judgments regarding the technical and commercial feasibility of the project, the costs, or proportion of costs that meet the criteria for capitalisation, the point at which costs should be capitalised and the rate of amortisation.
Goodwill amortisation
The Directors have made judgments regarding the useful life of goodwill based on their client retention rates.

Page 19

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

4.


Turnover

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


17 month period ended
31 December
2024
£000

Subscriptions
15,803

15,803


Analysis of turnover by country of destination:

17 month period ended
31 December
2024
£000

United Kingdom
11,885

Rest of Europe
1,957

Rest of the world
1,961

15,803



5.


Operating (loss)/profit

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

17 month period ended
31 December
2024
£000

Exchange differences
9


6.


Auditor's remuneration

17 month period ended 31 December
2024
£000

Fees payable to the Group's auditor for the audit of the consolidated and parent Company's financial statements
9

Page 20

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

7.


Employees

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


Group
17 month period ended 31 December 2024
£000


Wages and salaries
7,479

Social security costs
846

Cost of defined contribution scheme
221

8,546


The average monthly number of employees, including the directors, during the 17 month period was as follows:


17 month period ended
     31 December
        2024
            No.






Content
38



Sales
14



Marketing
4



Technology and product
6



G & A
4

66

The Company has no employees other than the directors, who did not receive any remuneration.
Page 21

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

8.


Directors' remuneration

17 month period ended
31 December
2024
£000

Directors' emoluments
1,547

Group contributions to defined contribution pension schemes
53

1,600


During the 17 month period retirement benefits were accruing to 2 directors in respect of defined contribution pension schemes.

The highest paid director received remuneration of £425,000.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £19,000.


9.


Interest receivable

17 month period ended
31 December
2024
£000


Other interest receivable
5

5


10.


Interest payable and similar expenses

17 month period ended
31 December
2024
£000


Bank interest payable
2,629

Other loan interest payable
1,661

4,290

Page 22

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

11.


Taxation


17 month period ended
31 December
2024
£000

Corporation tax


Current tax on profits for the year
274

Adjustments in respect of previous periods
(2)


272

Foreign tax


Foreign tax on income for the year
3

3

Total current tax
275

Deferred tax


Origination and reversal of timing differences
(46)

Total deferred tax
(46)


229

Factors affecting tax charge for the 17 month period

The tax assessed for the 17 month period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

17 month period ended
31 December
2024
£000


(Loss)/profit on ordinary activities before tax
(5,806)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(1,452)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
1,273

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
363

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
45

Total tax charge for the 17 month period
229

Page 23

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024
 
11.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Intangible assets

Group and Company




Computer software
Goodwill
Total

£000
£000
£000



Cost


Additions
968
-
968


On acquisition of subsidiaries
663
51,375
52,038



At 31 December 2024

1,631
51,375
53,006



Amortisation


Charge for the 17 month period on owned assets
367
5,062
5,429



At 31 December 2024

367
5,062
5,429



Net book value



At 31 December 2024
1,264
46,313
47,577



None of the Group's intangible fixed assets are held in the Parent Company

Page 24

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

13.


Tangible fixed assets

Group






Fixtures and fittings
Office equipment
Computer equipment
Total

£000
£000
£000
£000



Cost or valuation


Additions
18
40
58
116


Acquisition of subsidiary
21
54
4
79



At 31 December 2024

39
94
62
195



Depreciation


Charge for the 17 month period on owned assets
17
27
1
45



At 31 December 2024

17
27
1
45



Net book value



At 31 December 2024
22
67
61
150


14.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost or valuation


Additions
24,029



At 31 December 2024
24,029




Page 25

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024
On 4 August 2023, the Company purchased 100% of the share capital of BG Topco 5 Limited in a share for share exchange as part of a group reorganisation. The consideration for the exchange was £22,776,000 plus fees of £1,253,000. The fair value of net assets acquired was £3,063,000 and goodwill of £20,966,000 has been recognised for the acquisition. Goodwill is being amortised over 10 years which is considered to be the value of the main trading business of BG Topco 5 Limited.

On 24 January 2024, the Group purchased 100% of the share capital of OPP Group SRL for £2,991,000 plus fees of £275,000. The fair value of net liabilities acquired were:

Current assets £150,000

Current liabilities £703,000

Total net liabilities acquired £553,000

Goodwill of £3,829,000 being recognised and amortised over 10 years which is considered to be the value of the main trading business of OPP Group SRL, an indirect subsidiary of Crossfire Newco Limited.



Subsidiary undertaking



Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

BG Topco 5 Limited
20 St. Thomas Street, London, United Kingdom, SE1 9RS
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

BG Midco 5 Limited
20 St. Thomas Street, London, United Kingdom, SE1 9RS
Ordinary
100%
BG Lower Midco 5 Limited
20 St. Thomas Street, London, United Kingdom, SE1 9RS
Ordinary
100%
BG Bidco 5 Limited
20 St. Thomas Street, London, United Kingdom, SE1 9RS
Ordinary
100%
De Havilland Information Services Limited
20 St. Thomas Street, London, United Kingdom, SE1 9RS
Ordinary
100%
Forefront Advisers Limited
20 St. Thomas Street, London, United Kingdom, SE1 9RS
Ordinary
100%
OPP Group SRL
Rue du Commerce 31,1000 Brussels, Belgium
Ordinary
100%

Page 26

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

15.


Debtors

Group
Company
2024
2024
£000
£000


Trade debtors
3,087
-

Amounts owed by group undertakings
-
110

Other debtors
89
-

Prepayments and accrued income
414
1

Tax recoverable
140
-

Deferred taxation
304
-

4,034
111



16.


Cash and cash equivalents

Group
2024
£000

Cash at bank and in hand
2,984

2,984



17.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£000
£000

Trade creditors
340
-

Amounts owed to group undertakings
-
19

Other taxation and social security
713
-

Other creditors
1,581
-

Accruals and deferred income
6,831
12

9,465
31


Page 27

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

18.


Creditors: Amounts falling due after more than one year

Group
2024
£000

Debentures loans
11,590

Bank loans
15,585

27,175



The following liabilities were secured:
Group
2024
£000


Bank loans
15,585

15,585

Details of security provided:

Bank loans are secured by a fixed and floating charge over the assets of the Group.



19.


Loans


Analysis of the maturity of loans is given below:


Group
2024
£000



Amounts falling due 2-5 years

Bank loans
15,585

Debenture loans
11,590


27,175



20.


Deferred taxation

Page 28

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024
 
20.Deferred taxation (continued)


Group



2024


£000






Charged to profit or loss
14


Arising on business combinations
290



At end of year
304

The deferred tax asset is made up as follows:

Group
2024
£000

Accelerated capital allowances
(171)

Tax losses carried forward
72

Other timing differences
403

304

The deferred tax asset has arisen as a result of losses and other short term timing differences. The directors consider that it is more likely than not that there will be sufficient taxable profits in the future such as to realise the deferred tax asset and therefore the asset has been recognised in these financial statements. The deferred tax asset is expected to reverse over a 3 year period.

Page 29

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

21.


Share capital

2024
£000
Allotted, called up and fully paid


320,300 A1 Ordinary shares of £0.01 each
3
40,928 A2 Ordinary shares of £0.01 each
-
100,005 B Ordinary shares of £0.01 each
1
23,662,600 Priority shares of £0.01 each
237

241


On 4th August 2023 the Company issued 320,200 A1 Ordinary shares of £0.01 each for consideration of £0.01 each, 300 A2 Ordinary shares of £0.01 each for consideration of £0.99 each, 4,550 A2 Ordinary shares of £0.01 each for consideration of £1.00 each, 36,078 A2 Ordinary shares of £0.01 each for consideration of £0.01 each, 1,180 B Ordinary shares of £0.01 each for consideration of £0.99 each, 70 B Ordinary shares £0.01 each for consideration of £1.10 each, 1,180 B Ordinary shares £0.01 each for consideration of £0.99 each, 34,290 B Ordinary shares of £0.01 each for consideration of £0.01 each, 42,994 B Ordinary shares of £0.01 each for consideration of £1.00 each, 9,885,691 Priority shares of £0.01 each for consideration of £1.00 each and 13,776,858 Priority shares of £0.01 each for consideration of £0.01 each.
On 25th September 2023 the Company issued 12,136 B Ordinary shares of £0.01 each for consideration of £1.00 each.
On 11th April 2024 the Company issued 9,335 B Ordinary shares of £0.01 each for consideration of £1.00 each.
The A1 Ordinary shares and B Ordinary shares each carry full voting and dividend rights. The A2 Ordinary shares do not carry any voting rights but do carry full dividend rights. The Priority shares carry no voting or dividend rights and are not redeemable. In the event of a capital distribution the Priority shares rank ahead of the other share types which all rank pari passu in respect of a distribution.


22.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Foreign exchange reserve

This reserve records the reserve differences on translation and consolidation of a subsidiary with a presentational currency different to the Parent Company.

Profit and loss account

This reserve records retained earnings and accumulated losses.


23.


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 £221,000. Contributions totalling £23,000 were payable to the fund at the balance sheet date and are included in creditors.

Page 30

 


CROSSFIRE NEWCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 DECEMBER 2024

24.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2024
£000

Not later than 1 year
118

Later than 1 year and not later than 5 years
60

178


25.


Post balance sheet events

On 4 April 2025, BG Bidco 5 Limited acquired 100% of the ordinary share capital of Newsdirect (UK) Limited and Newsdirect Wales Limited to broaden its monitoring coverage into the devolved nations of Scotland, Wales and Northern Ireland. To fund the acquisition, further capital was raised from existing secured lenders.


26.


Controlling party

In the opinion of the Directors there is no ultimate controlling party.

 
Page 31