FOR THE 16 MONTHS ENDED 31 MARCH 2025
PC BIDCO LIMITED
COMPANY INFORMATION
PC BIDCO LIMITED
CONTENTS
PC BIDCO LIMITED
GROUP STRATEGIC REPORT
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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.
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.
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.
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.
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.
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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.
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.
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.
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.
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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.
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.
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.
The loss for the 16 months, after taxation, amounted to £2,655,832.
The directors who served during the 16 months were:
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PC BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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.
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.
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.
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PC BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PC BIDCO LIMITED
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).
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.
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.
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.
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PC BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PC BIDCO LIMITED (CONTINUED)
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.
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.
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PC BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PC BIDCO LIMITED (CONTINUED)
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:
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:
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
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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.
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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditors
10 Temple Back
BS1 6FL
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PC BIDCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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PC BIDCO LIMITED
REGISTERED NUMBER:15351879
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 34 form part of these financial statements.
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PC BIDCO LIMITED
REGISTERED NUMBER:15351879
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 34 form part of these financial statements.
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PC BIDCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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PC BIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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PC BIDCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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PC BIDCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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
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:
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.
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.
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
2.Accounting policies (continued)
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.
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.
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
2.Accounting policies (continued)
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
2.Accounting policies (continued)
GOODWILL
OTHER INTANGIBLE ASSETS
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:
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:
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.
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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.
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
2.Accounting policies (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
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
2.Accounting policies (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.
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.
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
Page 28
PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
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.
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.
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Page 29
PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
18.Deferred taxation (continued)
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Page 30
PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
19.Provisions (continued)
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.
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.
Share premium account
Own share reserve
Merger Reserve
Profit and loss account
shareholders.
Page 31
PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
Page 32
PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
22.Business combinations (continued)
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.
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 £
Page 33
PC BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 16 MONTHS ENDED 31 MARCH 2025
On 30 April 2025, the Company acquired 32.5% of the shares in Vobis Limited.
Management is of the opinion that the company is not under the control of any one single person or organisation.
Page 34