Company registration number 13968897 (England and Wales)
PROJECT ATHENA MIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PROJECT ATHENA MIDCO LIMITED
COMPANY INFORMATION
Directors
Mr J Marshall
Mr L R D John
Mr K J Hughes
(Appointed 1 November 2024)
H E Hunt
(Appointed 2 June 2025)
Company number
13968897
Registered office
Bloxham Mill Business Centre
Barford Road
Bloxham
Banbury
Oxfordshire
United Kingdom
OX15 4FF
Auditor
Azets Audit Services
Epsilon House
The Square
Gloucester Business Park
Gloucester
Gloucestershire
United Kingdom
GL3 4AD
PROJECT ATHENA MIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 21
PROJECT ATHENA MIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -
Review of the business
The directors present their report and the financial statements for the year ended 31 March 2025 for Project Athena Midco Limited (the “company”). Project Athena Midco Limited is a key holding company within the group structure of the Project Athena Topco Limited group and holds a direct investment in the main operating companies. While it is not a trading entity, the company plays a significant role in the group’s financial structure, supporting capital allocation and providing oversight.
During the financial year, the company experienced a year-on-year decline in revenue. This performance reflects the transitional phase following a change in leadership in August 2024. The business is strategically positioned to focus on growth opportunities within the UK healthcare sector, a market the group began pivoting towards in the prior financial year.
The group has continued to invest in its internally generated intellectual property and to rebuild its commercial and delivery organisations.
PROJECT ATHENA MIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Principal risks and uncertainties
The group has a strong internal control structure and continues to invest in processes and controls and maintaining the ISO 27001 accreditations as well as holding current Cyber Essentials and Cyber Essentials Plus certifications.
Technology Risks
The group will only use technologies and products which it considers to be “industry standard”, in the sense of being widely used and accepted within its industry, and appropriate in terms of quality and performance for the business-critical applications it supports.
The group has a quality management process which applies among other things, to its Research & Development activities, as well as to individual customer projects.
Financial risks
The group seeks to manage its financial risk through a strong emphasis on cash flow management, scenario driven analysis and regular interaction with stakeholders.
Foreign currency risks
The group trades primarily in GBP and does not consider foreign exchange to be a risk. The limited trades in foreign currencies contain built in contingencies against foreign exchange movements.
Credit risk
The group's principal financial assets are cash at bank and in hand and trade receivables.
The group's credit risk is primarily attached to its trade receivables. Since the majority of trading is within the public sector, a purchase order is obtained for all work and therefore this reduces the risk of non-payment. A limited scenario whereby the group is exposed to financial risk is where the organisation decides to work at risk, without commercial cover on a project, which is rare. Often this scenario arises when there are amendments to an existing customer project with whom there is a very strong prior relationship.
The credit risk on liquid funds is limited because the counterparties are banks with reasonable credit ratings assigned by international credit rating agencies and banks. The group does not have any derivative financial instruments.
Liquidity risk
Through detailed cash flow forecasting, the group monitors working capital and capital expenditure requirements to ensure that cash is available to meet obligations as the fall due.
Going concern
In considering the ability of the company and group to continue as a going concern, the directors have considered the future cashflows and performance of the group. The group is subject to a number of risks, including national economic conditions, and more specifically risks associated with Government investment in digitalisation of the NHS, which is the core market served by the group. The going concern assessment, as carried out by the directors has taken the impact of these into account as far as possible. The going concern period covers the period of April 2025 to September 2026 and the directors consider the company and group to be able to operate as a going concern over that period.
PROJECT ATHENA MIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Key performance indicators
Financial key performance indicators
Management focus since September 2024 has been on the continued growth of revenue opportunities, partnerships and the re-organisation of the group’s workforce. The comparative 2024 numbers cover the group's period April 2023 to March 2024.
2024 2025
Revenue £8.6m £7.4m
Gross Margin £3.8m £3.3m
EBITDA £1.5m £0.9m
The group focus during the second half of FY2025 was stability and building towards a return to growth in the next financial year.
Mr J Marshall
Director
5 September 2025
PROJECT ATHENA MIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
The directors present their annual report and financial statements for the year ended 31 March 2025.
Principal activities
The principal activity of the company continued to be that of a holding company.
Results and dividends
The results for the year are set out on page 9.
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:
Mr J Marshall
Mr J C Rooke
(Resigned 28 October 2024)
Mr C G Trendell
(Resigned 2 June 2025)
Mr L R D John
Mr K J Hughes
(Appointed 1 November 2024)
H E Hunt
(Appointed 2 June 2025)
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.
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.
PROJECT ATHENA MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
On behalf of the board
Mr J Marshall
Director
5 September 2025
PROJECT ATHENA MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT ATHENA MIDCO LIMITED
- 6 -
Opinion
We have audited the financial statements of Project Athena Midco Limited (the 'company') for the year ended 31 March 2025 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:
give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
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:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
PROJECT ATHENA MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT ATHENA MIDCO LIMITED
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
PROJECT ATHENA MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT ATHENA MIDCO LIMITED
- 8 -
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:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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.
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
5 September 2025
Chartered Accountants
Statutory Auditor
Epsilon House
The Square
Gloucester Business Park
Gloucester
Gloucestershire
United Kingdom
GL3 4AD
PROJECT ATHENA MIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
Year
Period
ended
ended
31 March
31 March
2025
2024
Notes
£
£
Administrative expenses
(12,637)
Impairment
(2,042,034)
Operating loss
4
(2,054,671)
-
Interest receivable and similar income
6
2,088,028
2,742,302
Interest payable and similar expenses
7
(2,205,617)
(2,740,263)
(Loss)/profit before taxation
(2,172,260)
2,039
Tax on (loss)/profit
8
(187,229)
(248,975)
Loss for the financial year
(2,359,489)
(246,936)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
PROJECT ATHENA MIDCO LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
10
18,506,312
20,034,432
Current assets
Debtors falling due after more than one year
12
4,721,587
3,146,975
Debtors falling due within one year
12
1,441,175
6,162,762
3,146,975
Creditors: amounts falling due within one year
13
(529,521)
(358,515)
Net current assets
5,633,241
2,788,460
Total assets less current liabilities
24,139,553
22,822,892
Creditors: amounts falling due after more than one year
14
(26,730,540)
(23,054,390)
Net liabilities
(2,590,987)
(231,498)
Capital and reserves
Called up share capital
16
76,467
76,467
Profit and loss reserves
(2,667,454)
(307,965)
Total equity
(2,590,987)
(231,498)
The financial statements were approved by the board of directors and authorised for issue on 5 September 2025 and are signed on its behalf by:
Mr J Marshall
Director
Company Registration No. 13968897
PROJECT ATHENA MIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 November 2022
13,860
(61,029)
(47,169)
Period ended 31 March 2024:
Loss and total comprehensive income for the period
-
(246,936)
(246,936)
Issue of share capital
16
62,607
-
62,607
Balance at 31 March 2024
76,467
(307,965)
(231,498)
Year ended 31 March 2025:
Loss and total comprehensive income for the year
-
(2,359,489)
(2,359,489)
Balance at 31 March 2025
76,467
(2,667,454)
(2,590,987)
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
1
Accounting policies
Company information
Project Athena Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, United Kingdom, OX15 4FF.
1.1
Reporting period
In the prior year the period of account was extended to 31 March 2024 to be coterminous with an acquired group entity and accordingly the financial statements were prepared from 1 November 2022 to 31 March 2024.
In the current year the financial statements have been prepared from 1 April 2024 to 31 March 2025.
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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
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.
Project Athena Midco Limited is a wholly owned subsidiary of Project Athena Topco Limited and the results of Project Athena Midco Limited are included in the consolidated financial statements of Project Athena Topco Limited which are available from the company registered office, Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, England, OX15 4FF.
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
1.3
Going concern
The financial position of the company and group is reflective of the business model of the group and is closely linked to the status and funding of other group undertakings. The preference share capital of £10,189,407 has a fixed rate of dividend and a mandatory redemption date of 30 September 2027 and is therefore carried on the balance sheet as a long-term financial liability, in the financial statements of Project Athena Topco Limited. true
The company and group are reliant on the continued support of creditors, including group undertakings, majority shareholders and bankers. The group undertakings and majority shareholders have provided 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 group and company have 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
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.
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 October and thus recognised within fixed asset investments.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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 estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
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.
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
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.
1.6
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.
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.
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
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.
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.
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
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.
1.10
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.
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.
3
Revenue
2025
2024
£
£
Turnover analysed by class of business
Interest income
2,088,028
2,742,302
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
4
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
1,650
3,600
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
2
2
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
2,088,028
2,742,302
7
Interest payable and similar expenses
2025
2024
£
£
Other interest on financial liabilities
2,205,617
2,740,263
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
8
Taxation
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
(Loss)/profit before taxation
(2,172,260)
2,039
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 23.25%)
(543,065)
474
Tax effect of expenses that are not deductible in determining taxable profit
510,509
Change in unrecognised deferred tax assets
219,785
267,230
Effect of change in corporation tax rate
(18,729)
Taxation charge for the year
187,229
248,975
The future deductibility of accrued interest on other loan balances for which no deduction for corporation tax purposes is available in the current period is yet to be fully assessed.
A deferred tax asset of approximately £219,785 (2024: £267,230), calculated at a rate of 25% (2024: 23.25%) was unrecognised at 31 March 2025 due to uncertainty over when tax losses are likely to be utilised in future.
9
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2025
2024
Notes
£
£
In respect of:
Fixed asset investments
10
2,042,034
-
Recognised in:
Impairments
2,042,034
-
10
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
11
76,467
76,467
Loans to subsidiaries
11
18,429,845
19,957,965
18,506,312
20,034,432
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
10
Fixed asset investments
(Continued)
- 19 -
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 April 2024
76,467
19,957,965
20,034,432
Interest
-
513,914
513,914
At 31 March 2025
76,467
20,471,879
20,548,346
Impairment
At 1 April 2024
-
-
-
Impairment losses
-
2,042,034
2,042,034
At 31 March 2025
-
2,042,034
2,042,034
Carrying amount
At 31 March 2025
76,467
18,429,845
18,506,312
At 31 March 2024
76,467
19,957,965
20,034,432
11
Subsidiaries
Details of the company's subsidiaries at 31 March 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Egress Limited
Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, England, OX15 4FF.
Ordinary
0
100.00
Project Athena Bidco Limited
Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, England, OX15 4FF.
Ordinary
100.00
-
Stalis Limited
Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, England, OX15 4FF.
Ordinary
0
100.00
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,440,312
Prepayments and accrued income
863
1,441,175
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
12
Debtors
(Continued)
- 20 -
2025
2024
Amounts falling due after more than one year:
£
£
Prepayments and accrued income
4,721,587
3,146,975
Total debtors
6,162,762
3,146,975
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
All assets are secured by fixed and floating charges relating to a group bank loan facility.
13
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
525,470
358,515
Accruals and deferred income
4,051
529,521
358,515
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
14
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Other borrowings
15
23,899,362
21,098,871
Accruals and deferred income
2,831,178
1,955,519
26,730,540
23,054,390
15
Loans and overdrafts
2025
2024
£
£
Loans from group undertakings
13,548,684
13,034,773
Other loans
10,350,678
8,064,098
23,899,362
21,098,871
Payable after one year
23,899,362
21,098,871
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
15
Loans and overdrafts
(Continued)
- 21 -
Other loans are in relation to unsecured loan notes and bear a fixed interest rate of 10%. Amounts of £6,923,193 are repayable by 30 September 2027. Interest on loan notes compounds annually on 31 October, as such amounts of £403,506 (2024: £335,820) are recognised within accruals due in more than one year.
During the period unsecured loan notes of £1,477,961 were issued and bear a fixed interest rate of 10%. Amounts of £1,477,961 are repayable when certain conditions are met. Interest on loan notes compounds annually on 24 December, as such amounts of £31,355 (2024: £Nil) are recognised within accruals due in more than one year.
Loans from group undertakings due after one year are unsecured and interest is charged at rates of 10%. All loan amounts are repayable by 30 September 2027. Loans from group undertakings comprises of intra-group loans of £7,909,675 (2024: £7,909,675) and exchange loan notes due to group entities of £4,400,000 (2024: £4,400,000), plus interest of £1,239,009 (2024: £725,098).
Interest on exchange loan notes compounds annually on 31 October, as such amounts of £233,285 (2024: £213,429) are recognised within other accruals due in more than one year.
Interest on intra-group loans is due on 30 September 2027. As at 31 March 2025, interest of £2,199,475 (2024: £1,406,270) is recognised within accruals due in more than one year.
16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
76,467
76,467
76,467
76,467
Called up share capital represents the nominal value of shares that have been issued.
17
Financial commitments, guarantees and contingent liabilities
As at 31 March 2025, the company had total commitments, guarantees and contingencies of £5,000,000 (2024: £5,500,000) in relation to a cross guarantee of a group bank loan.
18
Ultimate controlling party
FPE Capital LLP is the company's ultimate controlling party, a limited liability partnership whose registered office is 2nd Floor, 7-9 Swallow Street, London, W1B 4DE.
Project Athena Topco Limited is the company's immediate parent company, whose registered address is Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, England, OX15 4FF.
The smallest and largest group of which Project Athena Midco Limited is a member and for which group accounts are prepared is headed up by Project Athena Topco Limited, whose registered address is Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, England, OX15 4FF.
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