Company registration number 14437607 (England and Wales)
GOODMAN BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
GOODMAN BIDCO LIMITED
COMPANY INFORMATION
Directors
R O Flint
(Appointed 8 May 2024)
H E Hunt
I D Irwin
D G Walker
Company number
14437607
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 BIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
GOODMAN BIDCO 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 BIDCO 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
28 July 2025
GOODMAN BIDCO 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 Bidco Limited is an intermediate holding and management company whose subsidiaries are NoBlue2 Limited, NoBlue2 SaaS Limited, NoBlue Inc., NoBlue Spain SL, Elevate 2 Limited, Brightbridge Solutions Limited and Brightbridge Support Services Limited. The results of the company and its subsidiaries are consolidated into the financial statements of the ultimate parent company, 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 final dividend.

Directors

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

R O Flint
(Appointed 8 May 2024)
H E Hunt
I D Irwin
A M Lester
(Resigned 30 April 2025)
R Doar
(Resigned 8 May 2024)
D G Walker
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 company and of the profit or loss of the company 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

GOODMAN BIDCO 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 company’s auditor 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 company’s auditor is aware of that information.

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

We have audited the financial statements of Goodman Bidco Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 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 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 BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOODMAN BIDCO LIMITED
- 6 -
Matters on which we are required to report by exception

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

 

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

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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOODMAN BIDCO 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 BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Year
Period
ended
ended
31 December
31 December
2024
2023
Notes
£
£
Turnover
3
2,038,342
525,000
Administrative expenses
(1,836,425)
(548,193)
Exceptional item
4
(96,108)
(70,001)
Operating profit/(loss)
5
105,809
(93,194)
Interest receivable and similar income
8
28,566
23,197
Interest payable and similar expenses
9
(3,916,940)
(1,540,994)
Loss before taxation
(3,782,565)
(1,610,991)
Tax on loss
10
939,093
400,248
Loss for the financial year
(2,843,472)
(1,210,743)

 

GOODMAN BIDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
11
35,051,955
35,051,955
Current assets
Debtors falling due after more than one year
13
393,861
573,335
Debtors falling due within one year
13
3,809,746
1,324,783
4,203,607
1,898,118
Creditors: amounts falling due within one year
14
(3,804,761)
(1,148,531)
Net current assets
398,846
749,587
Total assets less current liabilities
35,450,801
35,801,542
Creditors: amounts falling due after more than one year
15
(39,503,848)
(37,011,117)
Net liabilities
(4,053,047)
(1,209,575)
Capital and reserves
Called up share capital
18
1,168
1,168
Profit and loss reserves
19
(4,054,215)
(1,210,743)
Total equity
(4,053,047)
(1,209,575)
The financial statements were approved by the board of directors and authorised for issue on 28 July 2025 and are signed on its behalf by:
R O Flint
Director
Company Registration No. 14437607
GOODMAN BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 24 October 2022
-
0
-
0
-
Period ended 31 December 2023:
Loss and total comprehensive income for the period
-
(1,210,743)
(1,210,743)
Issue of share capital
18
1,168
-
1,168
Balance at 31 December 2023
1,168
(1,210,743)
(1,209,575)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(2,843,472)
(2,843,472)
Balance at 31 December 2024
1,168
(4,054,215)
(4,053,047)
GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information

Goodman Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Units 2/3 H2o Business Park, Lake View Drive, Annesley, Nottingham, United Kingdom, NG15 0HT.

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 coterminous with the year end of its subsidiary company. Accordingly, the previous financial statements are prepared for 14-months from incorporation on 24 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.

This 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:

 

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Goodman Bidco Limited is a wholly owned subsidiary of Goodman Topco Limited and the results of Goodman Bidco Limited are included in the consolidated financial statements of Goodman Topco Limited which are available from 2/3 H2o Business Park Lake View Drive, Annesley, Nottingham, England, NG15 0HT.

GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.3
Going concern

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

 

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 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.

1.4
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 contracts for the provision of 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.

1.5
Fixed asset investments

Interests 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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
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.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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

 

Financial assets and liabilities are offset, with 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.

GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
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 company 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 company after deducting all of its liabilities.

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.

GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
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 company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company 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 company.

1.9
Taxation

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

Current tax

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

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 when the company has 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.

GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.10
Employee benefits

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

 

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

 

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

1.11
Retirement benefits

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

1.12
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 leases asset are consumed.

1.13

Provisions

Provisions are recognised when the company 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 profit or loss in the period in which it arises.

1.14

Related party exemption

The company has 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.

1.15

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 company.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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 BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Management fees
2,038,342
525,000
2024
2023
£
£
Other revenue
Interest income
28,566
23,197

All management fee income is in relation to subsidiary companies.

4
Exceptional item
2024
2023
£
£
Expenditure
Exceptional items
96,108
70,001

Exceptional items of £38,608 (2023: £70,001) relate to restructuring and associated costs in current and prior years.


Exceptional items of £57,500 (2023: £nil) relate to fees incurred as a result of amendments to debt facilities.

5
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
3,300
3,000
6
Employees

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

2024
2023
Number
Number
Directors
3
2
Administration
3
1
Total
6
3
GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 17 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
919,783
386,579
Social security costs
111,691
46,010
Pension costs
18,907
6,760
1,050,381
439,349

All employees are deemed key management of the company and group and as such the amounts noted above are also the total remuneration of key management personnel for the period.

7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
539,134
228,395
Company pension contributions to defined contribution schemes
4,481
3,380
543,615
231,775

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
208,794
83,063
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
-
0
6,814
Other interest income
28,566
16,383
Total income
28,566
23,197
GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
1,294,058
413,313
Interest payable to group undertakings
2,594,316
1,111,298
Unwinding of discount on provisions
28,566
16,383
3,916,940
1,540,994
10
Taxation
2024
2023
£
£
Current tax
Group tax relief
(958,189)
(381,152)
Deferred tax
Origination and reversal of timing differences
19,096
(19,096)
Total tax credit
(939,093)
(400,248)

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
(3,782,565)
(1,610,991)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(945,641)
(402,748)
Tax effect of expenses that are not deductible in determining taxable profit
636
2,500
Change in unrecognised deferred tax assets
5,912
-
0
Taxation credit for the year
(939,093)
(400,248)

Factors that may affect future tax charges

A rate of 25% has been used for purposes of considering the effect of deferred taxation, in line with the increase in the main rate of UK Corporation Tax from 19% to 25% effective from 1 April 2023.

GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
11
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
12
35,051,955
35,051,955

The total carrying amount of all assets are pledged as security for the bank borrowings of the company under a fixed and floating charge.

12
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
NoBlue2 Limited
2/3 H2o Business Park Lake View Drive, Annesley,
Nottingham, NG15 0HT
Ordinary
100.00
-
NoBlue2 SaaS Limited
2/3 H2o Business Park Lake View Drive, Annesley,
Nottingham, NG15 0HT
Ordinary
0
100.00
NoBlue Inc.
300 Delaware Avenue, Suite 210-A, Wilmington, DE 19801, USA
Ordinary
0
100.00
NoBlue Spain SL
Calle Mariano Barbacid, 5, floor 3, Office 12 of 28521 Rivas Vaciamadrid, Madrid, Spain
Ordinary
0
100.00
Elevate 2 Limited
2/3 H2o Business Park Lake View Drive, Annesley,
Nottingham, NG15 0HT
Ordinary
100.00
-
Brightbridge Solutions Limited
2/3 H2o Business Park Lake View Drive, Annesley,
Nottingham, NG15 0HT
Ordinary
100.00
-
Brightbridge Support Services Limited
2/3 H2o Business Park Lake View Drive, Annesley,
Nottingham, NG15 0HT
Ordinary
0
100.00

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

13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,517,344
1,094,792
Other debtors
208,531
187,360
Prepayments and accrued income
2,083,871
23,535
3,809,746
1,305,687
Deferred tax asset (note 17)
-
0
19,096
3,809,746
1,324,783
GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Debtors
(Continued)
- 20 -
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
349,572
512,541
Prepayments and accrued income
44,289
60,794
393,861
573,335
Total debtors
4,203,607
1,898,118

The total carrying amount of all assets are pledged as security for the bank borrowings of the company under a fixed and floating charge.

 

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

14
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
2,709
2,677
Amounts owed to group undertakings
3,332,334
852,087
Taxation and social security
37,418
68,121
Other creditors
201,866
188,487
Accruals and deferred income
230,434
37,159
3,804,761
1,148,531

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

15
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
16
9,754,466
9,693,082
Other borrowings
16
26,459,257
25,943,160
Other creditors
349,572
512,541
Accruals and deferred income
2,940,553
862,334
39,503,848
37,011,117

Accruals includes interest due at a rate of 10% per annum of £1,437,117 (2023: £483,394) that are due by 30 June 2030 and amounts of £1,503,436 (2023: £378,940) that are due by 31 August 2030.

GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Creditors: amounts falling due after more than one year
(Continued)
- 21 -
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
29,399,810
26,805,494
16
Loans and overdrafts
2024
2023
£
£
Bank loans
9,754,466
9,693,082
Loans from group undertakings
26,459,257
25,943,160
36,213,723
35,636,242
Payable after one year
36,213,723
35,636,242

Amounts owed to group undertakings are unsecured and interest is charged at 10% per annum. Interest on exchange loan notes of £765,061 (2023: £248,964) has been allocated to the principal loan balance, with interest of £2,940,553 (2023: £862,334) on all other group loans recognised within long term accruals. Amounts of £4,912,001 (2023: £4,912,001) plus interest of £765,061 (2023: £248,964) are due by 30 June 2030 and amounts of £20,782,195 (2023: £20,782,195) are due 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.

17
Deferred taxation

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

Assets
2024
Balances:
£
2024
Movements in the year:
£
Asset at 1 January 2024
(19,096)
Charge to profit or loss
19,096
Liability at 31 December 2024
-

 

GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
116,840
116,840
1,168
1,168

Called-up share capital represents the nominal value of shares that have been issued.

19
Profit and loss reserves

Retained earnings includes all current period retained profits and losses and dividends paid out.

20
Financial commitments, guarantees and contingent liabilities

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: £116,224).

 

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

21
Events after the reporting date

Amounts owed by the company 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 company in more than one year has also been received and thus the net impact on the company is £nil.

22
Related party transactions
Transactions with related parties

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

Management fees
2024
2023
£
£
Entities with control, joint control or significant influence over the company
61,142
31,849

Fees were incured 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. 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 £79,750 (2023: £75,760) and key management of £117,477 (2023: £111,600), with amounts owed in more than one year owed to directors of £141,352 (2023: 207,249) and to key management of £208,220 (2023: £305,292). All amounts are stated at present value.

GOODMAN BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
23
Ultimate 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

 

Goodman Midco Limited is the company's immediate parent company, whose registered address is 2/3 H2o Business Park Lake View Drive, Annesley, Nottingham, England, NG15 0HT.

 

The smallest and largest group of which Goodman Bidco Limited is a member and for which group accounts are prepared is headed by Goodman Topco Limited, whose registered office is 2/3 H2o Business Park Lake View Drive, Annesley, Nottingham, England, NG15 0HT.

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