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| Registered number: 15351879
PC BIDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
PC BIDCO LIMITED COMPANY INFORMATION
Directors | Ian Timothy Fowler (appointed 28 March 2024)
| James Scott Grant (appointed 28 March 2024)
| Matthew Charles William Lamb (appointed 28 March 2024)
| Duncan Louis James Mckillop (appointed 28 March 2024, resigned 31 July 2025)
| Fabian Alexander David Ohlin (appointed 28 March 2024)
| Ian Gordon Gibson (appointed 30 May 2025)
| Samantha Jane Hay (appointed 27 August 2025)
Registered number | 15351879
Registered office | No 1 Bath Quays
| 1 Foundry Lane
| Bath
| United Kingdom
| BA2 3GZ
Independent auditors | Bishop Fleming Audit Limited
| Chartered Accountants & Statutory Auditors
| 10 Temple Back
| Bristol
| BS1 6FL
PC BIDCO LIMITED CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditors' report | 5 - 8
Consolidated statement of comprehensive income | 9
Consolidated statement of financial position | 10
Company statement of financial position | 11
Consolidated statement of changes in equity | 12
Company statement of changes in equity | 13
Consolidated statement of cash flows | 14
Consolidated analysis of net debt | 15
Notes to the financial statements | 16 - 34
PC BIDCO LIMITED GROUP STRATEGIC REPORT FOR THE 16 MONTHS ENDED 31 MARCH 2025
Introduction
The directors present their strategic report of the Company and the Group for the period ended 31 March 2025. Principal activities The principal activity of the Company in the year under review was that of a Holding Company. The principal activities of the Group in the period under review were those of Independent Financial Advice (IFA) and investment platform services.
Business review
The directors are pleased to present the first consolidated strategic report and financial statements of the Group for the period ended 31 March 2025. As this is the first period in which consolidated accounts have been prepared, the strategic report sets out a balanced and comprehensive analysis of the development and performance of the Group’s business during the financial period, the position of the Group at the end of the period, and the principal risks and uncertainties facing the Group in the future.
Principal risks and uncertainties
Reputational Risk The maintenance of the Group’s reputation as a provider of quality IFA services is an important factor in the retention and recruitment of clients. Our clients expect a high-quality service and we continue to invest in the development of our client service proposition, our advisory and consulting staff, and the underlying systems and processes to continually improve service quality in line with the principles of Treating Customers Fairly. Our Investor in Customers Gold accreditation underlines our commitment to high quality service, and we continue to work with Investor in Customers to make changes that we believe will improve our customer service further. We maintain an independent compliance function to ensure we operate in line with the regulations of the Financial Conduct Authority. Operational Risk The effective performance of our people, processes and systems is fundamental to the success of our business and we have increased our investment in all of these areas in the past year. We continue to look for ways of developing and utilising our back office systems to add functionality, increase efficiency and improve the service we provide to our clients. Personnel Risk Recruiting, training and retaining a team of professional and capable people is fundamental to maintaining an effective relationship with our clients. We have continued to increase our investment in new employees through values-based recruitment processes and invest in current employees through targeted training and development. We have remuneration policies to attract and retain the best people. Legal and Regulatory Risk Our sector is heavily regulated and continued compliance with these regulations is important if we are to avoid fines or other disciplinary action. A dedicated and independent function monitors group risk and compliance with current and future regulations. Page 1
PC BIDCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE 16 MONTHS ENDED 31 MARCH 2025 Professional Indemnity Insurance Cover Risk Inadequate Professional Indemnity Insurance cover could give rise to gaps in the cover or excessive credit risk associated with the provider. We will ensure that appropriate Professional Indemnity Insurance cover is maintained which covers all areas of the business and will not offer advice on areas that are excluded. Where cover is not available for business advised upon historically, we will ensure we maintain adequate reserves to cover potential complaints. We will negotiate with providers to achieve the best terms taking account of levels of excess and cost and will undertake appropriate due diligence on providers.
Financial key performance indicators
For the 16-month period ended 31 March 2025, the Group reported turnover of £18.6m and a loss after taxation of £2.7m. This result reflects the amortisation of goodwill of £3.3m recognised on consolidation. On an underlying basis, the Group delivered EBITDA profit of £1.5m, demonstrating a profitable performance before non-cash charges and financing costs. One of the most important measures for the Group is Assets Under Management (“AUM”), as this is a key metric in monitoring the progress of the business and measuring market performance, new net business and recurring revenue. AUM as at 31 March 2025 was £1.69bn. Approximately 75% of Group revenue is linked to AUM by way of recurring fees of £15.6m. New business fees during the period were £3.0m. Administrative expenditure for the period was £8.5m. The Group continues to actively manage costs, with expenditure benefiting from synergies and cost-saving measures implemented following recent transactions. The directors are satisfied with the progress made in the period, with the Group now established as the holding company of a regulated financial services group. The expectation is that the underlying profitability of the operating businesses will provide a stable platform for future growth and value creation. This report was approved by the board and signed on its behalf.
Ian Timothy Fowler Director
Date: 12 September 2025
Page 2
1 PC BIDCO LIMITED DIRECTORS' REPORT FOR THE 16 MONTHS ENDED 31 MARCH 2025 The directors present their report and the financial statements for the 16 months ended 31 March 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the 16 months, after taxation, amounted to £2,655,832.
Directors
The directors who served during the 16 months were:
Ian Timothy Fowler (appointed 28 March 2024)
James Scott Grant (appointed 28 March 2024)
Matthew Charles William Lamb (appointed 28 March 2024)
Duncan Louis James Mckillop (appointed 28 March 2024, resigned 31 July 2025)
Fabian Alexander David Ohlin (appointed 28 March 2024)
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information. Page 3
PC BIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE 16 MONTHS ENDED 31 MARCH 2025
Post balance sheet events
On 30 May 2025, FTS Venus Ltd (formerly Fidelius Financial Holdings Limited), a wholly owned subsidiary at the balance sheet date, acquired Timothy James & Partners Holdings Limited. Prior to this transaction, Timothy James & Partners Holdings Limited was a wholly-owned subsidiary of PW BidCo Limited. On 30 April 2025, the Company acquired 32.5% of the shares in Vobis Limited. As the transactions took place after the reporting date of 31 March 2025, it is treated as a non-adjusting event under FRS 102. Accordingly, no adjustments have been made to the financial statements. The directors consider that the acquisition is expected to have a positive impact on the Group’s future operations, financial structure and governance. Further disclosures will be made in future reporting periods as the financial and operational impact becomes clear.
Auditors
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Ian Timothy Fowler Director
Date: 12 September 2025
Page 4
PC BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PC BIDCO LIMITED
Opinion
We have audited the financial statements of PC BidCo Limited (the 'parent Company') and its subsidiaries (the 'Group') for the 16 months ended 31 March 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Analysis of Net Debt, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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 Group's and of the parent Company's affairs as at 31 March 2025 and of the Group's loss for the 16 months then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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. Page 5
PC BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PC BIDCO LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group strategic report and the Directors' report for the financial 16 months for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 6
PC BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PC BIDCO LIMITED (CONTINUED)
Auditors' 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 Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, we have considered the following: ∙the nature of the industry and sector, control environment and business performance; ∙the results of our enquiries of management and the directors about their own identification and assessment of the risk of irregularities; ∙any matters we identified having obtained and reviewed the Group's documentation of their policies and procedures relating to: °identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; °detecting and responding to the risk of fraud and whether they have knowledge of actual, suspected, or alleged fraud; and °the internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations. ∙the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, and incorrect recognition of revenue was identified as the greatest potential area for fraud. In common with all audits under ISAS (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 102 and UK tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Group's ability to operate or to avoid a material penalty. These included health and safety regulations, employment legislation, data protection laws and regulations stipulated by the Financial Conduct Authority (FCA). Our procedures to respond to risks identified included the following: ∙reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; ∙enquiring of management concerning actual and potential litigation claims; ∙reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue; reviewing Board meeting minutes; ∙reviewing correspondence with the FCA for indications of non-compliance; and ∙in addressing the risk of fraud through management override of controls, testing the appropriateness of Page 7
PC BIDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PC BIDCO LIMITED (CONTINUED) journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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 Auditors' 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. Simon Morrison FCA (Senior statutory auditor) for and on behalf of Bishop Fleming Audit Limited Chartered Accountants Statutory Auditors 10 Temple Back Bristol BS1 6FL 12 September 2025 Page 8
PC BIDCO LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE 16 MONTHS ENDED 31 MARCH 2025
| 16 months ended 31 March
| 2025
Note | £
Turnover | 4 | 18,558,846
Cost of sales |  | (12,385,040)
Gross profit |  | 6,173,806
Administrative expenses |  | (8,495,310)
Other operating income |  | 72,441
Operating (loss)/profit |  | (2,249,063)
Amounts written off investments |  | (604)
Interest receivable and similar income | 8 | 15,982
Interest payable and similar expenses | 9 | (187,917)
(Loss)/profit before tax |  | (2,421,602)
Tax on (loss)/profit | 10 | (234,230)
(Loss)/profit for the financial 16 months |  | (2,655,832)
Other comprehensive income for the 16 months |  |
Total comprehensive income for the 16 months |  | (2,655,832)
Loss for the period attributable to: |  |
Owners of the parent company |  | 2,655,832
|  | 2,655,832
The notes on pages 16 to 34 form part of these financial statements.
Page 9
PC BIDCO LIMITED REGISTERED NUMBER:15351879 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Intangible assets | 11 |  | 30,300,503
Tangible assets | 12 |  | 704,539
|  |  | 31,005,042
Current assets |  |  |
Debtors: amounts falling due within one year | 14 | 2,853,036 |
Cash at bank and in hand | 15 | 2,391,965 |
|  | 5,245,001 |
Creditors: amounts falling due within one year | 16 | (2,689,245) |
Net current assets |  |  | 2,555,756
Total assets less current liabilities |  |  | 33,560,798
Creditors: amounts falling due after more than one year | 17 |  | (1,899,416)
Provisions for liabilities |  |  |
Deferred tax | 18 | (61,339) |
Other provisions | 19 | (237,591) |
|  |  | (298,930)
Net assets |  |  | 31,362,452
Capital and reserves |  |  |
Called up share capital | 20 |  | 81,832
Share premium account | 21 |  | 13,832,358
Own share reserve | 21 |  | (708,657)
Merger reserve | 21 |  | 21,233,669
Profit and loss account | 21 |  | (3,076,750)
|  |  | 31,362,452
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ian Timothy Fowler
Director
Date: 12 September 2025
The notes on pages 16 to 34 form part of these financial statements. Page 10
PC BIDCO LIMITED REGISTERED NUMBER:15351879 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Investments | 13 |  | 34,829,850
|  |  | 34,829,850
Current assets |  |  |
Debtors: amounts falling due within one year | 14 | 1,918,796 |
Cash at bank and in hand | 15 | 113,138 |
|  | 2,031,934 |
Creditors: amounts falling due within one year | 16 | (718,157) |
Net current assets |  |  | 1,313,777
Total assets less current liabilities |  |  | 36,143,627
Creditors: amounts falling due after more than one year | 17 |  | (1,865,028)
Net assets before provisions for liabilities |  |  | 34,278,599
Net assets |  |  | 34,278,599
Capital and reserves |  |  |
Called up share capital | 20 |  | 81,832
Share premium account | 21 |  | 13,832,358
Own share reserve | 21 |  | (708,657)
Merger reserve | 21 |  | 21,233,669
Loss/(profit) for the 16 months |  | (160,603) |
Profit and loss account carried forward |  |  | (160,603)
|  |  | 34,278,599
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ian Timothy Fowler
Director
Date: 12 September 2025
The notes on pages 16 to 34 form part of these financial statements. Page 11
PC BIDCO LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE 16 MONTHS ENDED 31 MARCH 2025
| Called up share capital | Share premium account | Own share reserve | Merger reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £ | £
Comprehensive income for the 16 months |  |  |  |  |  |
Loss for the 16 months | - | - | - | - | (2,655,832) | (2,655,832)
Other comprehensive income for the 16 months | - | - | - | - | - | -
Total comprehensive income for the 16 months | - | - | - | - | (2,655,832) | (2,655,832)
Contributions by and distributions to owners |  |  |  |  |  |
Shares issued during the 16 months | 81,832 | 13,832,358 | - | 21,233,669 | - | 35,147,859
Aquistion of non-controling interest | - | - | - | - | (420,918) | (420,918)
Movement on own shares | - | - | (708,657) | - | - | (708,657)
Total transactions with owners | 81,832 | 13,832,358 | (708,657) | 21,233,669 | (420,918) | 34,018,284
At 31 March 2025 | 81,832 | 13,832,358 | (708,657) | 21,233,669 | (3,076,750) | 31,362,452
| The notes on pages 16 to 34 form part of these financial statements.
Page 12
PC BIDCO LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE 16 MONTHS ENDED 31 MARCH 2025
| Called up share capital | Share premium account | Own share reserve | Merger reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £ | £
Comprehensive income for the period |  |  |  |  |  |
Loss for the 16 months | - | - | - | - | (160,603) | (160,603)
Other comprehensive income for the 16 months | - | - | - | - | - | -
Total comprehensive income for the 16 months | - | - | - | - | (160,603) | (160,603)
Contributions by and distributions to owners |  |  |  |  |  |
Shares issued during the 16 months | 81,832 | 13,832,358 | - | 21,233,669 | - | 35,147,859
Movement on own shares | - | - | (708,657) | - | - | (708,657)
Total transactions with owners | 81,832 | 13,832,358 | (708,657) | 21,233,669 | - | 34,439,202
At 31 March 2025 | 81,832 | 13,832,358 | (708,657) | 21,233,669 | (160,603) | 34,278,599
| The notes on pages 16 to 34 form part of these financial statements.
Page 13
PC BIDCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE 16 MONTHS ENDED 31 MARCH 2025
|  |  | 2025
|  |  | £
Cash flows from operating activities |
(Loss)/profit for the financial 16 months | (2,655,832)
Adjustments for: |
Amortisation of intangible assets | 3,361,403
Depreciation of tangible assets | 302,030
Interest paid | 187,917
Interest received | (15,982)
Taxation charge | 234,230
(Increase)/decrease in debtors | (665)
(Decrease)/increase in creditors | (5,991,950)
(Decrease)/increase in provisions | (27,188)
Corporation tax (paid)/received | (121,344)
Net cash generated from operating activities | (4,727,381)
Cash flows from investing activities |
Purchase of intangible fixed assets | (214,471)
Purchase of tangible fixed assets | (140,037)
Interest received | 15,982
Business combination | (7,294,178)
Acquisition of non-controlling interest | (523,555)
Net cash from investing activities | (8,156,259)
Cash flows from financing activities |
Issue of ordinary shares | 13,877,935
New secured loans | 1,397,670
Net cash used in financing activities | 15,275,605
Net increase in cash and cash equivalents | 2,391,965
Cash and cash equivalents at the end of 16 months | 2,391,965
Cash and cash equivalents at the end of 16 months comprise: |
Cash at bank and in hand | 2,391,965
| 2,391,965
The notes on pages 16 to 34 form part of these financial statements.
Page 14
PC BIDCO LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE 16 MONTHS ENDED 31 MARCH 2025
| Cash flows | Acquisition and disposal of subsidiaries | Other non-cash changes | At 31 March 2025
| £ | £ | £ | £
Cash at bank and in hand | 9,686,143 | (7,294,178) | - | 2,391,965
Debt due after 1 year | (1,432,053) | (279,446) | (187,917) | (1,899,416)
Debt due within 1 year | 34,383 | (171,882) | - | (137,499)
| 8,288,473 | (7,745,506) | (187,917) | 355,050
The notes on pages 16 to 34 form part of these financial statements.
Page 15
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
1. | General information
PC BidCo Limited is a private company, limited by shares, incorporated and registered in England and Wales. Its registered office is 1 Bath Quays, 1 Foundry Lane, Bath, BA2 3GZ. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102. Page 16
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis. In adopting this basis, the directors have considered the Group’s business activities, together with the factors likely to affect its future development, performance and financial position. The directors have prepared detailed cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts, which include appropriate sensitivities, indicate that the Group is expected to have adequate resources to continue in operational existence and to meet its liabilities as they fall due for the foreseeable future. In forming their view, the directors have taken into account: ∙The Group’s trading performance and pipeline of secured income. ∙Access to committed financing facilities and shareholder support. ∙The ability to flex operating costs in line with business activity. ∙The wider economic environment and its potential impact on the Group’s operations. Based on this assessment, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing these financial statements.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.5 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. Page 17
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the 16 months in which they are incurred.
| 2.9 | Pensions
DEFINED CONTRIBUTION PENSION PLAN The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.10 | Current and deferred taxation
The tax expense for the 16 months comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 18
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.11 | Intangible assets
GOODWILL Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. OTHER INTANGIBLE ASSETS Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Development expenditure | - |  | 5 years
|  |  |  | Goodwill | - |  | 10 - 15 years
|  |  |  | Computer software | - |  | 5 years
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 20% |
|  |  |  | Computer equipment | - | 33% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 19
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.14 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.15 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.16 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.17 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.18 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Statement of financial position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Page 20
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (CONTINUED)
Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the Page 21
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (CONTINUED)
transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Valuation of provisions Provisions are made and reviewed annually by management, and where it appears that the estimated basis of the provision has changed, the provided amount is adjusted to reflect the latest estimation of the costs provided against. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period. Valuation of goodwill and investments The group and company assesses at each reporting date whether goodwill and investments may be impaired. If there is any such indication that the carrying value may not be recoverable, an estimate of the recoverable amount is calculated. If the recoverable amount is less that its carrying amount, the carrying amount of the asset is impaired and it is reduced to its recoverable amount through an impairment in the statement of comprehensive income.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 16 months ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Financial Services | 18,558,846
|  | 18,558,846
| All turnover arose within the United Kingdom.
Page 22
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
5. | Auditors' remuneration
| During the 16 months, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 16 months ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 46,000
| Fees payable to the Company's auditors in respect of: |
| Taxation compliance services | 8,750
| All non-audit services not included above | 7,000
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group
|  | 16 months ended 31 March 2025
|  | £
| Wages and salaries | 10,579,404
| Social security costs | 848,085
| Cost of defined contribution scheme | 583,295
|  | 12,010,784
| The average monthly number of employees, including the directors, during the 16 months was as follows:
|  |  | 16 months ended 31 March
|  |  | 2025
|  |  | No.
|  | Executive | 9
|  | Administration | 109
|  | Sales | 44
|  |  | 162
| The Company has no employees.
Page 23
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
7. | Directors' remuneration
|  |  |  |  | 16 months ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Directors' emoluments | 515,412
| Group contributions to defined contribution pension schemes | 56,001
|  | 571,413
| During the 16 months retirement benefits were accruing to 3 directors in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £211,412.
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £23,928.
8. | Interest receivable
|  |  |  |  | 16 months ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Other interest receivable | 15,982
|  | 15,982
9. | Interest payable and similar expenses
|  |  |  |  | 16 months ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Interest payable | 187,917
|  | 187,917
Page 24
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
10. | Taxation
|  |  |  |  | 16 months ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| CORPORATION TAX |
| Current tax on (losses)/profits for the period | 206,199
| Adjustments in respect of previous periods | 28,303
|  | 234,502
| TOTAL CURRENT TAX | 234,502
| DEFERRED TAX |
| Origination and reversal of timing differences | (272)
| TOTAL DEFERRED TAX | (272)
|  | 234,230
| Factors affecting tax charge for the 16 months
| The tax assessed for the 16 months is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
|  |  |  |  | 16 months ended 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| (Loss)/profit on ordinary activities before tax | (2,421,602)
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% | (605,401)
| EFFECTS OF: |
| Non-tax deductible amortisation of goodwill and impairment | 839,631
| TOTAL TAX CHARGE FOR THE 16 MONTHS | 234,230
Page 25
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
11. | Intangible assets
| Group
|  | Development expenditure | Computer software | Goodwill | Total
|  | £ | £ | £ | £
| COST |  |  |  |
| Additions | 143,428 | 71,043 | - | 214,471
| On acquisition of subsidiaries | - | 30,445 | 33,416,990 | 33,447,435
| At 31 March 2025 | 143,428 | 101,488 | 33,416,990 | 33,661,906
| AMORTISATION |  |  |  |
| Charge for the 16 months on owned assets | 2,576 | 29,591 | 3,329,236 | 3,361,403
| At 31 March 2025 | 2,576 | 29,591 | 3,329,236 | 3,361,403
| NET BOOK VALUE |  |  |  |
| At 31 March 2025 | 140,852 | 71,897 | 30,087,754 | 30,300,503
| Goodwill additions during the period include those arising on acqusition of subsdiaries relating to trade and asset acquisitions. The remaining goodwill additions relate to the acquisition of FTS Venus Ltd (formerly Fidelius Financial Holdings Ltd). See Note 22.
Page 26
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
12. | Tangible fixed assets
| Group
|  | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £
| COST OR VALUATION |  |  |
| Additions | 47,111 | 92,926 | 140,037
| Acquisition of subsidiary | 761,472 | 122,758 | 884,230
| Disposals | (43,862) | - | (43,862)
| At 31 March 2025 | 764,721 | 215,684 | 980,405
| DEPRECIATION |  |  |
| Charge for the 16 months on owned assets | 214,707 | 87,323 | 302,030
| Disposals | (26,164) | - | (26,164)
| At 31 March 2025 | 188,543 | 87,323 | 275,866
| NET BOOK VALUE |  |  |
| At 31 March 2025 | 576,178 | 128,361 | 704,539
13. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| COST OR VALUATION |
| Additions | 34,829,850
| At 31 March 2025 | 34,829,850
Page 27
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Holding
| FTS Venus Ltd (Formerly Fidelius Financial Holdings Ltd) | 1) | 100%
| Fidelius Ltd* | 1) | 100%
| Parallel Capital Ltd* | 1) | 100%
| Advance Platform Ltd* | 1) | 100%
| Money Wise Independent Financial Advisers Limited* | 1) | 100%
| Fidelius Corporate Trustee* | 1) | 100%
| Fidelius Group Limited* | 1) | 100%
| Robson Taylor Independent Financial Advisers Ltd* | 1) | 100%
| JSM (Bridgwater) Ltd* | 1) | 100%
| Affuture Financial Limited* | 1) | 100%
| Chartered Financial Management (UK) Limited* | 1) | 100%
| Zen Wealth LLP* | 1) | 100%
| * Denotes an indirect holding 1) Registered address No 1 Bath Quays, 1 Foundry Lane, Bath, United Kingdom, BA2 3GZ
14. | Debtors
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Trade debtors | 307,045 | -
| Amounts owed by group undertakings | - | 1,684,497
| Other debtors | 429,029 | 220,237
| Prepayments and accrued income | 2,116,962 | 14,062
|  | 2,853,036 | 1,918,796
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand. Subsequent to 31 March 2025, £1,537,158 owing from FTS Venus Ltd (formerly Fidelius Financial Holdings Ltd) to PC BidCo Limited has been formalised through an executed loan agreement.
15. | Cash and cash equivalents
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Cash at bank and in hand | 2,391,965 | 113,138
|  | 2,391,965 | 113,138
Page 28
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
16. | Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Bank loans | 137,499 | -
| Trade creditors | 518,132 | -
| Corporation tax | 127,506 | -
| Other taxation and social security | 285,237 | -
| Other creditors | 80,720 | 708,657
| Accruals and deferred income | 1,540,151 | 9,500
|  | 2,689,245 | 718,157
17. | Creditors: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Bank loans | 34,385 | -
| Other loans | 1,865,031 | 1,865,028
|  | 1,899,416 | 1,865,028
In connection with the FTS Venus Ltd (formerly Fidelius Financial Holdings Ltd) acquisition, the Company and Group received a loan of £1,710,207 from Soderberg & Partners Holding AB on 28 March 2024. Interest is payable on the loan at Base Rate plus a margin of 3.5%. Interest payable has been capitalised into the loan balance. Soderberg & Partners Holding AB have an option to convert the loan into equity. The directors consider the equity component of this hybrid instrument to be immaterial, therefore the entirety of the loan is recorded within liabilities. All bank loans are repayable within five years of the period end. In respect of other loans, if no redemption notice is served on the Company within five years of the date of the loan agreement in connection with conversion of the loan into equity, other loans will be repayable monthly on an amortised basis over the five years following the fifth anniversary of the date of the loan agreement.
18. | Deferred taxation
| Group
|  | 2025
|  | £
| Charged to profit or loss | 272
| Arising on business combinations | (61,611)
| AT END OF PERIOD | (61,339)
Page 29
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025 18.Deferred taxation (continued)
| Company
|  | 2025 £
| AT END OF PERIOD | -
|  | Group
|  | 2025
|  | £
| Accelerated capital allowances | (61,339)
|  | (61,339)
19. | Provisions
| Group
|  | Clawback and claims provision | Dilapidations Provision | Total
|  | £ | £ | £
| Charged to profit or loss | (26,291) | (897) | (27,188)
| Arising on business combinations | 121,669 | 143,110 | 264,779
| AT 31 MARCH 2025 | 95,378 | 142,213 | 237,591
Page 30
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025 19.Provisions (continued)
20. | Share capital
|  |  |  |  | 2025
|  |  |  |  | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |
|  | 5,528,867 A Ordinary shares of £0.01 each | 55,289
|  | 2,222,500 B Ordinary shares of £0.01 each | 22,225
|  | 431,818 C Ordinary shares of £0.01 each | 4,318
|  |  | 81,832
During the period 2,335,269 ordinary A shares were issued for £5.80 per share. During the period 3,193,598 ordinary A shares and 431,818 ordinary C shares were issued as part of the consideration in relation to the acquisition of Fidelius Financial Holdings Ltd. Ordinary A shares and ordinary C shares rank pari-passu. During the period 2,222,500 ordinary B shares were issued for consideration. Subscribers for these shares included employees and directors of the Group. The shares are subject to certain conditions to be met in the future. Ordinary B shares hold no voting rights or rights to dividends until the future conditions specified have been met. In the event of a return of capital, the holders of ordinary B shares that have met the future conditions required are entitled to a distribution based on the mechanism set out within the Company's Articles of Association and the Investment Agreement.
21. | Reserves
Share premium account The share premium account represents the premium arising on the issue of shares net of issue cost. Own share reserve The own share reserve relates to those shares in the parent company which are owned by the Fidelius Employee Share Ownership Trust. Fidelius Corporate Trustee Ltd, a wholly owned subsidiary of the parent company, is trustee of the Fidelius Employee Share Ownership Trust. The trust is held for the benefit of past, current and future employees of the group. Merger Reserve Where the Group has issued shares as part of the consideration for acquisitions, the excess of fair value over the nominal value of the shares issued has been recognised in a merger reserve. This follows the merger relief accounting rules under s612 of the Companies Act 2006. Profit and loss account The retained earnings account relates to the cumulative retained earnings less amounts distributed to shareholders. Page 31
PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
22. | Business combinations
On 31 March 2024, PC BidCo Limited acquired 100% of the share capital of FTS Venus Ltd (formerly Fidelius Financial Holdings Ltd), a company registered in England and Wales. The company has used the acquisition method of accounting for this business combination.
| ACQUISITION OF FTS Venus Ltd (Formerly Fidelius Financial Holdings Ltd)
| RECOGNISED AMOUNTS OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| FIXED ASSETS |  |  |
| Tangible | 5,535,118 | - | 5,535,118
|  | 5,535,118 | - | 5,535,118
| CURRENT ASSETS |  |  |
| Debtors | 10,394,056 | - | 10,394,056
| Cash at bank and in hand | 6,508,259 | - | 6,508,259
| TOTAL ASSETS | 22,437,433 | - | 22,437,433
| CREDITORS |  |  |
| Due within one year | (15,858,247) | - | (15,858,247)
| Provisions for liabilities | (264,779) | - | (264,779)
| Deferred taxation | (61,611) | - | (61,611)
| TOTAL IDENTIFIABLE NET ASSETS | 6,252,796 | - | 6,252,796
| Goodwill | 28,577,054
| TOTAL PURCHASE CONSIDERATION | 34,829,850
| CONSIDERATION
|  |  |  |  | £
| Cash | 13,544,560
| Equity instruments | 21,027,413
| Directly attributable costs | 257,877
| TOTAL PURCHASE CONSIDERATION | 34,829,850
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PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025 22.Business combinations (continued)
| CASH OUTFLOW ON ACQUISITION
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 13,544,560
| Directly attributable costs | 257,877
|  | 13,802,437
| Less: Cash and cash equivalents acquired | (6,508,259)
| NET CASH OUTFLOW ON ACQUISITION | 7,294,178
| The results of FTS Venus Ltd (Formerly Fidelius Financial Holdings Ltd) since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Profit for the period since acquisition | 346,786
| Zen Wealth LLP During the period the Group acquired the remaining minority interest of Zen Wealth LLP. The Group now owns 100% of Zen Wealth LLP. At the date of acquisition the Group recorded a decrease in equity attributable to owners of the parent within the Statement of Changes in Equity in relation to this transaction.
23. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £583,295. Contributions totalling £80,657 were payable to the fund at the reporting date and are included in creditors.
24. | Commitments under operating leases
| At 31 March 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group
|  | 2025
|  | £
| Not later than 1 year | 283,118
| Later than 1 year and not later than 5 years | 361,254
|  | 644,372
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PC BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 16 MONTHS ENDED 31 MARCH 2025
25. | Related party transactions
| The Group has taken advantage of the exemption in Section 33 Related Party Disclosures paragraph 33.7 of FRS 102 whereby it has not disclosed transactions with any wholly owned subsidiary undertakings of the group. Certain directors have received loans from the Company during the period. At the period end the Company and Group was owed £49,718 from directors of the Company. These amounts are included within other debtors. The results of the Fidelius Employee Share Ownership Trust (ESOT) are consolidated within the Company’s financial statements as the Company has effective control over the ESOT. The ESOT creditors balance of £708,657 is included within other creditors.
26. | Post balance sheet events
On 30 May 2025, FTS Venus Ltd (formerly Fidelius Financial Holdings Limited), a wholly owned subsidiary at the balance sheet date, acquired Timothy James & Partners Holdings Limited. Prior to this transaction, Timothy James & Partners Holdings Limited was a wholly-owned subsidiary of PW BidCo Limited. On 30 April 2025, the Company acquired 32.5% of the shares in Vobis Limited.
27. | Controlling party
Management is of the opinion that the company is not under the control of any one single person or organisation.
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