Company registration number 14431363 (England and Wales)
GOODMAN TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
GOODMAN TOPCO LIMITED
COMPANY INFORMATION
Directors
H E Hunt
I D Irwin
G G Timms
D G Walker
R O Flint
(Appointed 8 May 2024)
Company number
14431363
Registered office
Units 2/3 H2o Business Park
Lake View Drive
Annesley
Nottingham
United Kingdom
NG15 0HT
Auditor
Azets Audit Services
Epsilon House
The Square
Gloucester Business Park
Gloucester
United Kingdom
GL3 4AD
GOODMAN TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 37
GOODMAN TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

The directors are pleased to report the company's results for the 12-month period ended 31 December 2024 (2023: 14-month period ended 31 December 2023), which is in line with management expectations.

 

The group is a consolidation of three individual professional digital transformation organisations. The group has designed a strong business model and customer proposition, based on recurring licence income and professional implementation income. The group remains acquisitive and sees a large market opportunity to be a consolidator in the EMEA (Europe, Middle East and Africa) business applications sector.

Principal risks and uncertainties

The board regularly reviews and considers potential risks for all group entities. The group's operations are exposed to a variety of financial and operational risks which could have an impact on the group's long-term performance. The key risks are set out as follows:

 

Skill and employee risk

The group's strategy is underpinned by the quality of employees. We continue to develop, nurture and recruit the highest calibre of staff in order to support the group's vision for growth going forward.

 

Interest rate risk

The group is financed through a £10m debt facility linked to SONIA and is therefore subject to risk around interest rate volatility. The board reviews the capital structure of the group continually.

 

Liquidity risk

The group manages its cash and borrowing requirements centrally to ensure that each entity has sufficient liquid resources to meet the operating needs of each business.

 

Credit risk

The group's credit risk is primarily attributable to customer debtor payments, customers are credit checked in advance of professional service works being undertaken then continually monitored to mitigate part of this credit risk. Credit limits and exposures are monitored on an on-going basis and provisions are made in the financial statements as required. The Group has constructed its own internally developed software to help mitigate any Credit risk; TaskCollect is an AI-driven cash collection and risk management tool that adds significant functionality to ERP users.

Going Concern

The financial position of the company and group is closely linked to the status and funding of other group undertakings. The group is reliant on the continued support of its creditors, including majority shareholders and bankers. The group undertakings and majority shareholders have provided a continued commitment of support across all entities, including this company.

 

At the time of approving the financial statements, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future, noting the net liabilities position of the group balance sheet.

 

The preference share capital has a fixed rate of dividend and a mandatory redemption date on/after 30 June 2030 and is therefore carried on the balance sheet as a long-term financial liability, in addition other loans have a fixed rate of interest and a mandatory redemption date on/after 30 June 2030 and are therefore carried on the balance sheet as long-term financial liabilities. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

GOODMAN TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Key performance indicators

Performance is monitored for all group entities monthly and reported to the board of directors.

Key measures of the group's performance for the period were as follows:

 

12-month period to         14-month period to

31 December 2024        31 December 2023

 

Turnover            £14,188,340         £5,795,560

Gross profit             £7,728,959         £2,128,940

Loss before taxation         (£5,112,137)         (£2,985,129)

Employee numbers              95             119

 

The current period is for the 12-month period ended 31 December 2024.

 

The prior period is stated for the period from acquisition of each subsidiary during the period only and is not reflective of a full 14-month period of trade.

 

Trading is in line with management’s expectations.

On behalf of the board

R O Flint
Director
31 July 2025
GOODMAN TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

Goodman Topco Limited is a holding company whose subsidiaries are Goodman Midco Limited, Goodman Bidco Limited, NoBlue2 Limited, NoBlue2 SaaS Limited, NoBlue Inc, NoBlue Spain S.L., Elevate 2 Limited, Brightbridge Solutions Limited and Brightbridge Support Services Limited. The results of its subsidiaries are consolidated into the financial statements of Goodman Topco Limited.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

H E Hunt
I D Irwin
A M Lester
(Resigned 30 April 2025)
G G Timms
D G Walker
R O Flint
(Appointed 8 May 2024)
R Doar
(Resigned 8 May 2024)
Post reporting date events

Information relating to events since the end of the year is given in the notes to the financial statements.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

GOODMAN TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
R O Flint
Director
31 July 2025
GOODMAN TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GOODMAN TOPCO LIMITED
- 5 -
Opinion

We have audited the financial statements of Goodman Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

GOODMAN TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOODMAN TOPCO LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Claire Clift (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
31 July 2025
Chartered Accountants
Statutory Auditor
Epsilon House
The Square
Gloucester Business Park
Gloucester
United Kingdom
GL3 4AD
GOODMAN TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Year
14 months
ended
ended
31 December
31 December
2024
2023
Notes
£
£
Turnover
3
14,188,340
5,795,560
Cost of sales
(6,459,381)
(3,666,620)
Gross profit
7,728,959
2,128,940
Administrative expenses
(8,552,707)
(3,287,406)
Exceptional item
4
(316,181)
(321,478)
Operating loss
5
(1,139,929)
(1,479,944)
Interest receivable and similar income
9
30,275
32,789
Interest payable and similar expenses
10
(4,002,483)
(1,537,974)
Loss before taxation
(5,112,137)
(2,985,129)
Tax on loss
11
111,961
65,889
Loss for the financial year
23
(5,000,176)
(2,919,240)
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(2,625)
299
Total comprehensive income for the year
(5,002,801)
(2,918,941)
GOODMAN TOPCO LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
28,135,875
31,474,415
Other intangible assets
12
152,730
65,017
Total intangible assets
28,288,605
31,539,432
Tangible assets
13
129,693
170,437
28,418,298
31,709,869
Current assets
Debtors falling due after more than one year
16
393,861
573,335
Debtors falling due within one year
16
3,017,258
3,317,638
Cash at bank and in hand
2,697,859
1,427,841
6,108,978
5,318,814
Creditors: amounts falling due within one year
17
(2,796,675)
(2,910,023)
Net current assets
3,312,303
2,408,791
Total assets less current liabilities
31,730,601
34,118,660
Creditors: amounts falling due after more than one year
18
(39,608,262)
(37,003,820)
Provisions for liabilities
Deferred tax liability
20
42,638
32,367
(42,638)
(32,367)
Net liabilities
(7,920,299)
(2,917,527)
Capital and reserves
Called up share capital
21
1,443
1,414
Retranslation reserve
22
(2,326)
299
Distributable profit and loss reserves
23
(7,919,416)
(2,919,240)
Total equity
(7,920,299)
(2,917,527)
The financial statements were approved by the board of directors and authorised for issue on 31 July 2025 and are signed on its behalf by:
31 July 2025
R O Flint
Director
Company registration number 14431363 (England and Wales)
GOODMAN TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
16,069,326
15,553,229
Current assets
Debtors falling due after more than one year
16
1,470,276
431,167
Debtors falling due within one year
16
228,612
225,349
Cash at bank and in hand
-
0
2
1,698,888
656,518
Creditors: amounts falling due within one year
17
(797,378)
(384,372)
Net current assets
901,510
272,146
Total assets less current liabilities
16,970,836
15,825,375
Creditors: amounts falling due after more than one year
18
(17,592,437)
(15,991,686)
Net liabilities
(621,601)
(166,311)
Capital and reserves
Called up share capital
21
1,443
1,414
Distributable profit and loss reserves
23
(623,044)
(167,725)
Total equity
(621,601)
(166,311)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £455,319 (2023 - £167,725 loss).

The financial statements were approved by the board of directors and authorised for issue on 31 July 2025 and are signed on its behalf by:
31 July 2025
R O Flint
Director
Company registration number 14431363 (England and Wales)
GOODMAN TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Retranslation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 20 October 2022
-
0
-
-
-
Period ended 31 December 2023:
Loss for the period
-
-
(2,919,240)
(2,919,240)
Other comprehensive income:
Currency translation differences
-
299
-
299
Total comprehensive income
-
299
(2,919,240)
(2,918,941)
Issue of share capital
21
1,414
-
-
1,414
Balance at 31 December 2023
1,414
299
(2,919,240)
(2,917,527)
Year ended 31 December 2024:
Loss for the year
-
-
(5,000,176)
(5,000,176)
Other comprehensive income:
Currency translation differences
-
(2,625)
-
(2,625)
Total comprehensive income
-
(2,625)
(5,000,176)
(5,002,801)
Issue of share capital
21
29
-
-
29
Balance at 31 December 2024
1,443
(2,326)
(7,919,416)
(7,920,299)
GOODMAN TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 20 October 2022
-
0
-
0
-
Period ended 31 December 2023:
Loss and total comprehensive income for the period
-
(167,725)
(167,725)
Issue of share capital
21
1,414
-
1,414
Balance at 31 December 2023
1,414
(167,725)
(166,311)
Year ended 31 December 2024:
Profit and total comprehensive income
-
(455,319)
(455,319)
Issue of share capital
21
29
-
29
Balance at 31 December 2024
1,443
(623,044)
(621,601)
GOODMAN TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
3,185,839
2,552,801
Interest paid
(1,294,097)
(417,345)
Income taxes (paid)/refunded
(501,161)
34,760
Net cash inflow from operating activities
1,390,581
2,170,216
Investing activities
Purchase of business
-
(31,140,629)
Purchase of intangible assets
(102,732)
(18,218)
Purchase of tangible fixed assets
(16,944)
(10,742)
Proceeds from disposal of tangible fixed assets
-
32,808
Interest received
1,709
16,406
Net cash used in investing activities
(117,967)
(31,120,375)
Financing activities
Proceeds from issue of shares
29
1,414
Issue of preference shares
-
10,391,096
Proceeds from borrowings
-
10,390,853
Repayment of bank loans
-
9,665,000
Payment of finance leases obligations
-
(70,363)
Net cash generated from financing activities
29
30,378,000
Net increase in cash and cash equivalents
1,272,643
1,427,841
Cash and cash equivalents at beginning of year
1,427,841
-
0
Effect of foreign exchange rates
(2,625)
-
0
Cash and cash equivalents at end of year
2,697,859
1,427,841
GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

Goodman Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Units 2/3 H2o Business Park, Lake View Drive, Annesley, Nottingham, United Kingdom, NG15 0HT.

 

The group consists of Goodman Topco Limited and all of its subsidiaries.

1.1
Reporting period

The current period is for the 12-month period ended 31 December 2024.

 

The prior accounting period of the company was changed from 31 October to 31 December so as to be conterminous with the year end of its subsidiary company. Accordingly, the previous financial statements are prepared for 14-months from incorporation on 19 October 2022 to 31 December 2023, with trade commencing on 30 June 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

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

1.4
Basis of consolidation

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

 

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

 

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

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

Balances held by subsidiaries that are not in the functional currency of the group are retranslated using the period end exchange rate for assets and liabilities and at the average foreign exchange rate for the period for all profit or loss items. Any difference arising on retranslation into the functional currency are recognised within other comprehensive income.

1.5
Going concern

The financial position of the group and company is reflective of the business model of the group.

 

At the time of approving the financial statements, and with the continued commitment of support across all entities, including this company, the directors have a reasonable expectation that the group and company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

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

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

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.7
Research and development expenditure

Research expenditure is written off against profits in the period in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.8
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

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

1.9
Intangible fixed assets other than goodwill

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

 

Costs associated with the development of internally generated intangible assets are recognised once:

• The technical feasibility of completing the asset for use or sale has been confirmed;

• There is intention and ability to use or sell the asset;

• Future economic benefits are probable;

• There is certainty regarding the ability to complete the development for use or sale; and

• The costs attributable to the development of the asset can be reliably measured.

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

Development costs
5 years straight line method
1.10
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Leasehold improvements
5 - 10 years straight line method
Fixtures, fittings and computer equipment
3 - 4 years straight line method
Motor vehicles
10 years straight line method

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.11
Fixed asset investments

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

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

Interest bearing loans owed by group entities that are due for settlement in more than one year have been classified as fixed asset investments. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Unpaid amounts in relation to interest receivable on loan notes are allocated to the principal amount owed annually on 31 December and are thus recognised within fixed asset investments.

1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company and group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

 

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

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

1.13
Cash and cash equivalents

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

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.14
Financial instruments

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

Other financial assets

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

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities

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

 

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

 

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

Other financial liabilities

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

 

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

Derecognition of financial liabilities

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

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Where shares are deemed to be debt instruments in line with the commercial substance of the arrangements in place, amounts are recognised as liabilities. The Preference shares have no voting rights, are entitled to a fixed cumulative dividend at a rate of 10% per annum and have a fixed redemption date. Accordingly, Preference shares have been recognised within liabilities.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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

 

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

1.19
Retirement benefits

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

1.20
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.21
Foreign exchange

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

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.22

Provisions

Provisions are recognised when the company and/or group has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in or in the period in which it arises.

1.23

Related party exemption

The company and group have taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

1.24

Exceptional items

Exceptional items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying performance of the group.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 22 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful life of goodwill

The amortisation charge for goodwill is sensitive to changes in the estimated useful life of the asset with the useful life re-assessed at each reporting date. it is amended when necessary to reflect current estimated based on future expected income.

 

The directors have made key assumptions regarding the useful life of goodwill on consolidation and have determined that it has a useful life of 10 years, as in the directors' opinion, the useful life of the acquired subsidiaries can be demonstrated as having a 10 year useful life. The 10 year period is considered appropriate to match the anticipated future profitability arising from those customer contracts and from continued future growth within the trade of the group.

Capitalisation of development costs

Staff time is incurred in implementing projects and systems. This is then capitalised, along with associated third party costs as the income this will generate is spread over the life of the relevant software or product. The amount of staff cost capitalised is based upon an estimate of time incurred in these areas of work . This is a subjective area due to estimates of time, as well as nature of internally generated intangible assets.

 

The annual amortisation charge for intangible assets is sensitive to changes in relation to the value of works performed on these assets. The useful economic life is assessed annually and is amended as necessary based on the value of the work the intangible assets relate to. The directors have made key assumptions regarding the useful life of development costs and have determined that it has a useful life of 5 years.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Professional services
6,785,979
3,015,814
Hardware and software resale
8,982
17,476
Support, administration and subscriptions
2,039,166
1,324,477
Commissions
5,353,456
1,430,281
Ancilliary services
757
7,512
14,188,340
5,795,560
2024
2023
£
£
Other revenue
Interest income
30,275
32,789

Turnover of £101,473 (2023: £82,681) is attributable to Spain, with the remainder of turnover attributable to the United Kingdom.

 

The above is stated for the period from acquisition of each of subsidiary for the prior period only.

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
4
Exceptional items
2024
2023
£
£
Expenditure
Exceptional items
316,181
321,478
316,181
321,478

Exceptional items of £239,306 (2023: £286,411) were incurred in relation to the restructuring and associated costs.

 

Exceptional items of £nil (2023: £35,067) were incurred in relation to professional fees in relation to Loan Note instruments issued during the period.

 

Exceptional items of £76,875 (2023: £nil) were incurred in relation to amendments to group debt facilities.

The above is stated for the period from acquisition of each of subsidiary during the prior period only.

5
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(7,217)
13,872
Depreciation of owned tangible fixed assets
57,688
31,580
Loss on disposal of tangible fixed assets
-
44,343
Amortisation of intangible assets
3,372,865
1,320,134
Operating lease charges
216,605
81,780

The above is stated for the period from acquisition of each subsidiary during the prior period only.

6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
2,200
2,000
Audit of the financial statements of the company's subsidiaries
62,150
74,500
64,350
76,500
GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
7
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Staff
91
115
-
-
Directors
4
4
4
4
Total
95
119
4
4

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
7,459,731
3,515,496
-
0
-
0
Social security costs
773,813
329,381
-
-
Pension costs
270,546
136,793
-
0
-
0
8,780,125
3,981,670
-
0
-
0

The above is stated for the period from acquisition of each subsidiary during the prior period only.

8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
589,134
228,395
Company pension contributions to defined contribution schemes
4,481
3,380
593,615
231,775
The number of directors for whom retirement benefits are accruing under defined contribution schemes
amounted to 1 (2023 - 1).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
208,794
96,848
GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
1,709
10,960
Other interest income
28,566
21,829
Total income
30,275
32,789

The above is stated for the period from acquisition of each subsidiary during the prior period only.

10
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
1,294,058
413,452
Interest on loan notes
1,339,910
552,123
Dividends on redeemable preference shares not classified as equity
1,339,910
552,123
Interest on finance leases and hire purchase contracts
-
3,772
Unwinding of discount on provisions
28,566
16,383
Other interest
39
121
Total finance costs
4,002,483
1,537,974

The above is stated for the period from acquisition of each subsidiary during the prior period only.

11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
48,000
24,623
Adjustments in respect of prior periods
(265,635)
-
0
Total current tax
(217,635)
24,623
Deferred tax
Origination and reversal of timing differences
105,674
(90,512)
Total tax credit
(111,961)
(65,889)
GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Taxation
(Continued)
- 26 -

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(5,112,137)
(2,985,129)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(1,278,034)
(702,102)
Tax effect of expenses that are not deductible in determining taxable profit
368,983
227,953
Change in unrecognised deferred tax assets
335,073
138,770
Amortisation on assets not qualifying for tax allowances
806,273
253,631
Research and development tax credit
(66,000)
-
0
Under/(over) provided in prior years
(265,635)
-
0
Other differences, including effect of changes in rate
(12,621)
15,859
Taxation credit
(111,961)
(65,889)

The above is stated for the period from acquisition of each subsidiary during the prior period.

12
Intangible fixed assets
Group
Goodwill
Development costs
Total
£
£
£
Cost
At 1 January 2024
33,578,464
74,876
33,653,340
Additions
19,306
102,732
122,038
At 31 December 2024
33,597,770
177,608
33,775,378
Amortisation and impairment
At 1 January 2024
2,104,049
9,859
2,113,908
Amortisation charged for the year
3,357,846
15,019
3,372,865
At 31 December 2024
5,461,895
24,878
5,486,773
Carrying amount
At 31 December 2024
28,135,875
152,730
28,288,605
At 31 December 2023
31,474,415
65,017
31,539,432
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.

All intangible fixed assets of the group are secured by fixed and floating charges relating to a group bank loan facility.

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
13
Tangible fixed assets
Group
Leasehold improvements
Fixtures, fittings and computer equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2024
46,122
321,862
67,200
435,184
Additions
414
16,530
-
0
16,944
Disposals
-
0
(4,345)
-
0
(4,345)
At 31 December 2024
46,536
334,047
67,200
447,783
Depreciation and impairment
At 1 January 2024
13,938
237,929
12,880
264,747
Depreciation charged in the year
5,624
45,344
6,720
57,688
Eliminated in respect of disposals
-
0
(4,345)
-
0
(4,345)
At 31 December 2024
19,562
278,928
19,600
318,090
Carrying amount
At 31 December 2024
26,974
55,119
47,600
129,693
At 31 December 2023
32,184
83,933
54,320
170,437
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.

Tangible fixed assets with a carrying value of £128,920 (2023: £169,410) are secured by fixed and floating charges relating to a group bank loan facility.

14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1,168
1,168
Loans to subsidiaries
15
-
0
-
0
16,068,158
15,552,061
-
0
-
0
16,069,326
15,553,229
GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Company
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 January 2024
1,168
15,552,061
15,553,229
Capitalised interest
-
516,097
516,097
At 31 December 2024
1,168
16,068,158
16,069,326
Carrying amount
At 31 December 2024
1,168
16,068,158
16,069,326
At 31 December 2023
1,168
15,552,061
15,553,229
15
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Goodman Midco Limited
1
Ordinary
100.00
-
Goodman Bidco Limited
1
Ordinary
0
100.00
NoBlue2 Limited
1
Ordinary
0
100.00
NoBlue Inc
2
Ordinary
0
100.00
NoBlue2 SaaS Limited
1
Ordinary
0
100.00
NoBlue Spain S.L.
3
Ordinary
0
100.00
Elevate 2 Limited
1
Ordinary
0
100.00
Brightbridge Solutions Limited
1
Ordinary
0
100.00
Brightbridge Support Services Limited
1
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
2/3 H2o Business Park, Lake View Drive, Annesley, Nottingham, NG15 0HT
2
300 Delaware Avenue, Suite 210-A, Wilmington, DE 19801, USA
3
Calle Mariano Barbacid, 5, floor 3, Office 12 of 28521 Rivas Vaciamadrid, Madrid, Spain

NoBlue Limited and NoBlue SaaS Limited were renamed to NoBlue2 Limited and NoBlue2 SaaS Limited on 20 March 2025.

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,232,246
1,719,116
-
0
-
0
Corporation tax recoverable
293,155
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
228,451
223,924
Other debtors
208,894
979,237
161
48
Prepayments and accrued income
1,254,544
494,183
-
0
1,377
2,988,839
3,192,536
228,612
225,349
Deferred tax asset (note 20)
28,419
125,102
-
0
-
0
3,017,258
3,317,638
228,612
225,349
Amounts falling due after more than one year:
Other debtors
349,572
512,541
-
0
-
0
Prepayments and accrued income
44,289
60,794
1,470,276
431,167
393,861
573,335
1,470,276
431,167
Total debtors
3,411,119
3,890,973
1,698,888
656,516

Company

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

 

Accrued income includes cumulative interest due at a rate of 10% per annum of £1,461,287 (2023: £483,394) that is due by 30 June 2030 and amounts of £1,517,544 (2023: £375,676) that are due by 31 August 2030. The associated principal loan balance for all interest bearing group loans is included within fixed asset investments.

 

Group

Debtors of £4,006,198 (2023: £3,864,507) are secured by fixed and floating charges relating to a group bank loan facility.

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
227,275
212,421
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
792,128
384,372
Corporation tax payable
20,000
446,921
-
0
-
0
Other taxation and social security
543,656
466,686
-
-
Other creditors
381,646
388,730
-
0
-
0
Accruals and deferred income
1,624,098
1,395,265
5,250
-
0
2,796,675
2,910,023
797,378
384,372

Company

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

18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
19
9,754,466
9,693,082
-
0
-
0
Other borrowings
19
27,585,984
26,246,074
17,207,376
15,867,466
Other creditors
349,572
512,541
-
0
-
0
Accruals and deferred income
1,918,240
552,123
385,061
124,220
39,608,262
37,003,820
17,592,437
15,991,686
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
29,484,500
26,798,167
17,592,437
15,991,686
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
9,754,466
9,693,082
-
0
-
0
Preference shares
14,739,007
13,399,097
14,739,007
13,399,097
Other loans
12,846,977
12,846,977
2,468,369
2,468,369
37,340,450
35,939,156
17,207,376
15,867,466
Payable after one year
37,340,450
35,939,156
17,207,376
15,867,466
GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
19
Loans and overdrafts
(Continued)
- 31 -

Group and company

Preference shares are unsecured and accrue dividends at 10% compounded annually on 31 December. Included within this balance are dividends recognised in the period of £1,339,910 (2023: £552,123). Of these amounts, £8,347,181 (2023: £7,590,666) are due for repayment on 30 June 2030 and £6,391,826 (2023: £5,808,431) are due for repayment on 31 August 2030.

 

Group

Other loans are unsecured and interest is charged at 10% per annum. Interest of £1,339,910 (2023: £552,123) has been recognised within long term accruals, with amounts of £1,124,497 (2023: £365,498) due by 30 June 2030 and amounts of £767,536 (2023: £186,625) due by 31 August 2030. Amounts recognised as other loans of £7,224,495 (2023: £7,224,495) are due by 30 June 2030 and amounts of £5,622,482 (2023: £5,622,482) by 31 August 2030.

 

The bank loan is stated net of arrangement fees and is due for repayment on 31 August 2028. Interest is charged at 7.25% plus the compounded reference rate for that day. The bank loan is secured against all assets of the company and certain fellow group undertakings.

 

Company

Other loans are unsecured and interest is charged at 10% per annum. Interest of £259,259 (2023: £124,220) has been recognised within long term accruals, with amounts of £381,769 (2023: £123,801) due by 30 June 2030 and amounts of £1,710 (2023: £419) due by 31 August 2030. Amounts recognised as other loans of £2,455,878 (2023: £2,455,878) are due by 30 June 2030 and amounts of £12,491 (2023: £12,491) by 31 August 2030.

20
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
14,738
18,495
-
(369)
Tax losses
-
-
28,419
125,471
Other timing differences
27,900
13,872
-
-
42,638
32,367
28,419
125,102
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
(92,735)
-
Charge to profit or loss
105,674
-
Foreign exchange retranslation
1,280
-
Liability at 31 December 2024
14,219
-
GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Deferred taxation
(Continued)
- 32 -

The deferred tax asset set out above is expected to reverse within 12 months and primarily relates to the utilisation of tax losses against future expected profits of the same period.

The value of the unrecognised deferred tax asset measured at a standard rate of 25% (2023: 25%) is approximately £470,000 (2023: £140,000) at the group level.

 

The unrecognised deferred tax asset within the company is approximately £95,000 (2023: £30,000).

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 1p each
110,186
110,186
1,101
1,101
B Ordinary of 1p each
26,469
26,469
265
265
C Ordinary of 1p each
7,689
4,824
77
48
144,344
141,479
1,443
1,414
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
12,846,974
12,846,974
12,846,974
12,846,974
12,846,974
12,846,974
12,846,974
12,846,974
Preference shares classified as liabilities
12,846,974
12,846,974
Total equity share capital
1,443
1,414

Preference shares have been classified as debt, and are therefore included within other borrowings due more than one year accordingly. Holders of preference shares are entitled to a cumulative preferential dividend at 10% per annum, payable on the respective amounts paid up by each shareholder.

 

All Ordinary shares rank pari passu with respect to any distribution made on Ordinary shares.

 

A and B Ordinary shares have full voting rights. Neither preference shares nor C Ordinary shares have voting rights.

 

With respect to any return on capital, payments are to be made in order of priority as follows:

 

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Share capital
(Continued)
- 33 -

An amount of £48 (2023: £48) is due to the company in relation to unpaid C Ordinary share capital.

 

During the year 2,865 C Ordinary shares were issued with a nominal value of £0.01 for total proceeds of £29.

22
Retranslation reserve
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
299
-
-
-
Non distributable profits in the year
(2,625)
299
-
-
At the end of the year
(2,326)
299
-
-
23
Profit and loss reserves
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
(2,919,240)
-
(167,725)
-
Loss for the year
(5,000,176)
(2,919,240)
(455,319)
(167,725)
Current year profits transferred to non-distributable reserve
2,625
(299)
-
-
Currency translation differences
(2,625)
299
-
0
-
0
At the end of the year
(7,919,416)
(2,919,240)
(623,044)
(167,725)

Profit and loss reserves includes all current and prior period retained profits and losses.

24
Financial commitments, guarantees and contingent liabilities

As at 31 December 2024, the group had no commitments, guarantees or contingencies other than leasing

commitments of £195,524 (2023: £222,312) of which £122,856 (2923: £182,461) are due within one year.

 

The company is included within a group VAT registration scheme, which incorporates certain of its fellow group undertakings. As such the company is jointly and severally liable for the amounts owed by the other companies at the balance sheet date. At 31 December 2024 this amounted to £181,377 (2023: N/A).

 

As at 31 December 2024 the company had other total guarantees, contingencies and commitments of £nil (2023: £nil).

25
Events after the reporting date

Amounts owed by the group to a director and recognised as due in more than one year as at 31 December 2024 of £141,352 have been paid in full after 31 December 2024, but before the date of approval of the financial statements. The corresponding debtor due to the group in more than one year has also been received and thus the net impact on the company is £nil.

GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
26
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel for the group is as follows.

2024
2023
£
£
Aggregate compensation
1,050,381
493,349
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Management charges
Interest payable
2024
2023
2024
2023
£
£
£
£
Group
Entities with control, joint control or significant influence over the company
61,142
31,849
2,161,313
865,840
Directors
-
-
437,937
209,676
Key management personnel
-
-
80,569
38,649
Company
Entities with control, joint control or significant influence over the company
-
-
1,080,662
430,746
Directors
-
-
437,937
209,676
Key management personnel
-
-
80,569
38,649

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
10,378,608
10,378,608
Directors
2,084,849
2,084,849
Key management personnel
383,520
383,520
Company
Directors
2,084,849
2,084,849
Key management personnel
383,520
383,520
GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
26
Related party transactions
(Continued)
- 35 -

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
£
£
Group
Directors
-
2
Key management personnel
-
46
Company
Directors
-
2
Key management personnel
-
46
GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
26
Related party transactions
(Continued)
- 36 -
Other information

Group and company

Cumulative interest on other loans owed to directors of £323,860 (2023: £104,886) and to key management of £59,619 (2023: £19,334) is recognised within accruals due in more than one year.

 

Preference shares, inclusive of cumulative interest is owed to certain directors of the company of £2,394,404 (2023: £2,084,849), to key management of £443,118 (2023: £402,835) and to entities holding a controlling interest in the company of £11,887,286 (2023: £10,378,606).

 

Group

Fees were incurred from entities with control, joint control or significant influence over the company during the prior year of £414,950, with these amounts capitalised as a cost of investment within a subsidiary entity and goodwill for the group. No such fees have been noted for the current year.

 

Amounts are owed in relation to deferred consideration to directors in less than one year of £143,437 (2023: £136,262) and key management of £53,789 (2023: £51,098), with amounts owed in more than one year owed to directors of £254,234 (2023: 372,757) and to key management of £95,338 (2023: £139,784). All amounts are stated at present value.

27
Controlling party

FPE Capital LLP is the company's ultimate controlling party, a limited liability partnership whose registered office is 2nd Floor 7, Swallow Street, London, England, W1B 4DE.

28
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(5,000,176)
(2,918,941)
Adjustments for:
Taxation credited
(111,961)
(65,889)
Finance costs
4,002,483
1,537,974
Investment income
(30,275)
(32,789)
Loss on disposal of tangible fixed assets
-
44,343
Amortisation and impairment of intangible assets
3,372,865
1,320,134
Depreciation and impairment of tangible fixed assets
57,688
31,580
Movements in working capital:
Decrease in debtors
685,586
3,519,605
Increase/(decrease) in creditors
209,629
(883,216)
Cash generated from operations
3,185,839
2,552,801
GOODMAN TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
29
Analysis of changes in net debt - group
1 January 2024
Cash flows
Unpaid interest
Release of fees
Exchange rate movements
31 December 2024
£
£
£
£
£
£
Cash at bank and in hand
1,427,841
1,272,643
-
-
(2,625)
2,697,859
Borrowings excluding overdrafts
(35,939,156)
-
(1,339,910)
(61,384)
-
(37,340,450)
(34,511,315)
1,272,643
(1,339,910)
(61,384)
(2,625)
(34,642,591)
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