Company registration number 13530810 (England and Wales)
PROJECT ENGINE TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PROJECT ENGINE TOPCO LIMITED
COMPANY INFORMATION
Directors
D A Adler
M Salter
G A Brown
D Rigby
J H Posnanski
(Appointed 3 December 2024)
Company number
13530810
Registered office
First Floor
5 Fleet Place
London
EC4M 7RD
Auditor
BKL Audit LLP
Chartered Accountants
First Floor
5 Fleet Place
London
EC4M 7RD
PROJECT ENGINE TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 32
PROJECT ENGINE TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
Directors' strategic report

The directors present their Group Strategic Report for Project Engine Topco Limited ('the Group') for the year ended 31 December 2024.

Principal activities

The principal activity of the Company is that of a holding company. The principal trading company of the Group is Media Sense Communications Limited (“MediaSense”).

MediaSense is a global marketing operations advisor helping the world's leading brands engineer greater productivity from their media and creative investments and to design more agile and effective operating models. MediaSense also provides media owners with independent credibility to audience data.

The business provides a trio of core class-leading capabilities to meet the needs of clients across media and creative spend, on a global basis:

Models - transform internal and external media operating models to enhance and drive value creation.

Partners - managing pitches and optimising partnerships to realise value, performance and capability goals.

Analytics - audit and evaluate cross channel data to capture maximum value and optimise the performance of media and creative investments.

Business review
The Company is a holding company and the principal trading subsidiary of the Company is MediaSense (along with its subsidiaries, the “Trading Group”). The performance of the Group and the Trading Group for the year ended 31 December 2024 were as follows:
Project Engine
Media Sense
Topco Limited
Communications Limited
£'000
2024
2023
2024
2023
Revenue
25,631
16,600
25,631
16,600
Operating (loss)/profit
(6,715)
(4,124)
2,057
4,425
Add - Depreciation & amortisation
10,160
8,795
1,685
321
Add - Exceptional items
4,337
138
4,302
138
Pro-forma EBITDAE
7,782
4,809
8,044
4,884

Group pro-forma EBITDAE for the year ended 31 December 2024 was £7.8m. This is up £3m on prior year. As well as strong organic revenue growth underpinned by recurring Analytics revenues and supported by new customer wins, the Group has seen growth through acquisition activity in the year.

On 31 August 2024, the Group acquired control of the business and assets of the Marketing and Media Owner business of PricewaterhouseCoopers LLP for total consideration of £11.4m. On 1 November 2024, the group acquired control of R3 Asia Pacific Pte. Ltd and its subsidiaries ('R3 Group'), through the purchase of the whole share capital for total consideration of £24.5m.

The Group continues to invest in its cutting-edge tools in order to ensure quality of service for clients and provide a platform for future organic and acquired scale.

Exceptional costs in the year relate predominantly to integrating the acquisitions during the year (£3.9m), as well as restructuring activity (£0.3m).

Results and dividends

The Group’s turnover for the year ended 31 December 2024 was £25.6m (2023: £16.6m), and the loss after taxation was £13.3m (2023: £9.6m). There were no dividends paid during the year (2023: £nil).

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

The Group monitors a number of key performance indicators in respect of sales, profit and cash performance. This is primarily achieved through the comprehensive weekly and monthly monitoring of secured contract values, conversion rates and regular analysis and forecasting of cash flow.

Principal risks and uncertainties

Economic and market risk

Macroeconomic uncertainty may result in clients moving expenditure away from the Group’s services, or reducing their expenditure with the Group.

The Group works with a client base that is geographically diverse. Furthermore, senior management is focused on diversifying the product range used by our client base, ensuring an excellent quality of service and that lasting relationships are maintained.

Currency risk

The Group transacts in a number of different currencies. Fluctuations in foreign exchange rates can have an impact on performance. The Group adopts natural hedges to mitigate this risk.

Information security risk

The Group faces inherent and continued risk from cyber-attack or human error, potentially causing an impact on the confidentiality, availability and/or integrity of data.

The Group continues to invest in enterprise level security and holds UKAS approved certification for both Cyber Essentials Plus and ISO27001. The full Information Security Management System is extensive and provides systemic protection to the businesses information systems.

Group strategy and outlook

Global spend on marketing operations is significant and increasingly complex for brands to navigate. Furthermore, digital spend is an increasing proportion of overall spend. This, coupled with MediaSense’s breadth of both vertical and geographic offering, as well as significant expertise in the digital space, means the Group sees significant longer term growth opportunity in the markets in which it operates.

The Group has seen material growth in the year to 31 December 2024. Whilst the group’s trading environment contains significant macro-economic uncertainty, the directors believe the strong quality of earnings underpinning the group’s historic growth, as well as the diversity of its offering following recent acquisitions will continue to support growth into 2025. The Group will continue to assess strategic acquisitions and invest in its people, processes and technology to support that growth.

On behalf of the board

J H Posnanski
Director
28 June 2025
PROJECT ENGINE TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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

Principal activities

The principal activity of the company continued to be that of of a holding company. Details of the subsidiaries and their activities are set out in note 14 to the accounts.

The directors' review of the business performance and risk exposure of the group is detailed in the strategic report.

Results and dividends

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

No dividends were paid or proposed by the company in respect of the current period.

Directors

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

D A Adler
M Salter
A N Pearch
(Resigned 31 December 2024)
G A Brown
D Rigby
J H Posnanski
(Appointed 3 December 2024)
Post reporting date events

There are no significant post reporting date events to disclose in these financial statements.

Auditor

In accordance with the company's articles, a resolution proposing that BKL Audit LLP be reappointed as auditor of the group will be put at a General Meeting.

Statement of directors' responsibilities

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

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

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

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

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

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

Going concern

The g roup's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report on pages 1 to 2 and are regularly monitored by the directors.

Furthermore, the directors have prepared detailed cash flow forecasts for the group up to 31 December 202 5 and have further forecasts covering the going concern period (a period of at least 12 months from the approval of the financial statements). The forecasts show the group with operating profits, able to meet its liabilities as they fall due and within all its banking covenant requirements. Cash available to the group remains positive and grows throughout the going concern period.

Therefore at the time of approving the financial statements, the directors have a reasonable expectation that the company and the group have adequate financial resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

Principal risks and uncertainties

The principal risks and uncertainties of the group are detailed in the strategic report on page s 1 to 2.

Strategic report

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

On behalf of the board
J H Posnanski
Director
28 June 2025
PROJECT ENGINE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT ENGINE TOPCO LIMITED
- 5 -
Opinion

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

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

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

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

Auditor's responsibilities for the audit of the financial statements

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

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

Capability of the audit in detecting irregularities, including fraud:

Based on our understanding of the company and the industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with tax regulations and anti-bribery and anti-corruption laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries. Audit procedures performed by the auditors included:

- Discussions with key management personnel, including consideration of known or suspected instances of non-compliance with laws and regulations;

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

- Identifying and testing manual journal entries, in particular any journal entries posted with unclear rationale;

- Assessing management's ability to apply cut-off fairly and correctly in relation to revenue generated from project contracts delivered over time.

There are inherent limitations in the audit procedures described above, 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. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Use of our report

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

Aron Kleiman FCA (Senior Statutory Auditor)
for and on behalf of BKL Audit LLP
30 June 2025
Chartered Accountants and Statutory Auditor
First Floor
5 Fleet Place
London
EC4M 7RD
PROJECT ENGINE TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£'000
£'000
Revenue
3
25,631
16,600
Cost of sales
(2,336)
(1,825)
Gross profit
23,295
14,775
Administrative expenses
(25,754)
(18,842)
Other operating income
81
81
Exceptional items
4
(4,337)
(138)
Operating loss
5
(6,715)
(4,124)
Finance costs
9
(5,821)
(4,805)
Loss before taxation
(12,536)
(8,929)
Tax on loss
10
(784)
(657)
Loss for the financial year
(13,320)
(9,586)
Currency translation gain/(loss) taken to retained earnings
32
(2)
Total comprehensive loss for the year
(13,288)
(9,588)
Total comprehensive loss for the year is all attributable to the owners of the parent company.

The income statement has been prepared on the basis that all operations are continuing operations.

PROJECT ENGINE TOPCO LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Non-current assets
Goodwill
11
28,744
21,892
Other intangible assets
11
19,133
1,332
Total intangible assets
47,877
23,224
Property, plant and equipment
12
606
321
48,483
23,545
Current assets
Trade and other receivables
15
18,373
8,320
Cash and cash equivalents
6,401
4,050
24,774
12,370
Current liabilities
16
(26,150)
(8,432)
Net current (liabilities)/assets
(1,376)
3,938
Total assets less current liabilities
47,107
27,483
Non-current liabilities
17
(77,276)
(50,221)
Provisions for liabilities
Deferred taxation
18
4,099
51
(4,099)
(51)
Net liabilities
(34,268)
(22,789)
Equity
Called up share capital
20
518
456
Share premium account
1,637
-
0
Share-based payment reserve
110
-
0
Retained earnings
(36,533)
(23,245)
Total equity
(34,268)
(22,789)
The financial statements were approved by the board of directors and authorised for issue on 28 June 2025 and are signed on its behalf by:
28 June 2025
J H Posnanski
Director
Company registration number 13530810 (England and Wales)
PROJECT ENGINE TOPCO LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Non-current assets
Investments
13
110
-
0
Current assets
Trade and other receivables
15
2,231
562
Current liabilities
16
(434)
(266)
Net current assets
1,797
296
Net assets
1,907
296
Equity
Called up share capital
20
518
456
Share premium account
1,637
-
0
Share-based payment reserve
110
-
0
Retained earnings
(358)
(160)
Total equity
1,907
296

As permitted by s408 Companies Act 2006, the c ompany has not presented its own income statement and related notes. The c ompany’s loss for the year was £198k (2023 - £95k).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 28 June 2025 and are signed on its behalf by:
28 June 2025
J H Posnanski
Director
Company registration number 13530810 (England and Wales)
PROJECT ENGINE TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Share-based payment reserve
Retained earnings
Total
Notes
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2023
446
-
0
-
(13,657)
(13,211)
Year ended 31 December 2023:
Loss and total comprehensive loss for the year
-
-
-
(9,586)
(9,586)
Currency translation differences
-
-
-
(2)
(2)
Issue of share capital
10
-
0
-
-
10
Balance at 31 December 2023
456
-
0
-
(23,245)
(22,789)
Year ended 31 December 2024:
Loss and total comprehensive loss for the year
-
-
-
(13,320)
(13,320)
Currency translation differences
-
-
-
32
32
Issue of share capital
20
62
1,637
-
-
1,699
Credit relating to equity-settled share-based payments
-
-
110
-
110
Balance at 31 December 2024
518
1,637
110
(36,533)
(34,268)
PROJECT ENGINE TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Share-based payment reserve
Retained earnings
Total
Notes
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2023
446
-
0
-
(65)
381
Year ended 31 December 2023:
Loss and total comprehensive loss for the year
-
-
-
(95)
(95)
Issue of share capital
10
-
0
-
-
10
Balance at 31 December 2023
456
-
0
-
(160)
296
Year ended 31 December 2024:
Loss and total comprehensive loss for the year
-
-
-
(198)
(198)
Issue of share capital
20
62
1,637
-
-
1,699
Credit relating to equity-settled share-based payments
-
-
110
-
110
Balance at 31 December 2024
518
1,637
110
(358)
1,907
PROJECT ENGINE TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
26
4,141
3,638
Interest paid
(833)
(800)
Income taxes paid
(591)
(289)
Net cash inflow from operating activities
2,717
2,549
Investing activities
Purchase of business
(23,147)
-
Purchase of intangible assets
(1,106)
(909)
Purchase of property, plant and equipment
(421)
(293)
Net cash used in investing activities
(24,674)
(1,202)
Financing activities
Proceeds from issue of shares
127
10
Proceeds from new secured loans
24,737
-
Repayment of bank loans
(556)
(556)
Net cash generated from/(used in) financing activities
24,308
(546)
Net increase in cash and cash equivalents
2,351
801
Cash and cash equivalents at beginning of year
4,050
3,249
Cash and cash equivalents at end of year
6,401
4,050
PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

Project Engine Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is First Floor, 5 Fleet Place, London, EC4M 7RD.

The group consists of Project Engine Topco Limited and all of its subsidiaries.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £'000.

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

The parent company has taken advantage of the following disclosure exemptions in preparing its individual financial statements, as permitted by FRS102:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 33 ‘Related Party Disclosures' paragraph 33.7.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the company Project Engine Topco Limited together with all entities controlled by the company (its subsidiaries). All financial statements are made up to 31 December 2024. All intra-group transactions and balances are eliminated on consolidation.

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

1.3
Going concern

The group's business activities, together with the factors likely to affect its future developm ent, performance and position are set out in the strategic report on pages 1 to 2 and are regularly monitored by the directors.

Furthermore, the directors have prepared detailed cash flow forecasts for the group up to 31 December 202 5 and have further forecasts covering the going concern period (a period of at least 12 months from the approval of the financial statements). The forecasts show the group with operating profits, able to meet its liabilities as they fall due and within all its banking covenant requirements. Cash available to the group remains positive and grows throughout the going concern period.

Therefore at the time of approving the financial statements, the directors have a reasonable expectation that the company and the group have adequate financial resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

1.4
Revenue

Revenue from contracts for the provision of services is recognised primarily by reference to the stage of completion. Revenue is recognised when the service is performed to the extent that it is probable that economic benefits will flow into the company and excludes value added tax.

PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years. Provision is made for any impairment.

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

1.6
Intangible fixed assets other than goodwill

Capitalised development expenditure is stated at cost less accumulated amortisation and accumulated impairment losses. Customer relationships is stated at fair value on acquisition less accumulated amortisation and accumulated impairment losses.

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

Software development costs
5 years
Customer relationships
4 - 7 years straight line

Identifiable development expenditure is capitalised where there is expected to be a benefit to future periods, its technical, commercial and financial feasibility can be demonstrated and it can be reliably measured. All other development expenditure is recognised as an expense in the period in which it is incurred.

1.7
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Leasehold improvements
Over the term of the lease
Fixtures, fittings & equipment
25-33%
Computer equipment
25-33%

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

1.8
Non-current investments

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the income statement.

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

PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.9
Impairment of non-current assets

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

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.11
Financial instruments

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

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

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

Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

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

PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities

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

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

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

Derecognition of financial liabilities

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

1.12
Equity instruments

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

1.13
Taxation

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

Current tax

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

Deferred tax

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

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

PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

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

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

1.15
Retirement benefits

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

1.16
Leases

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

1.17
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

1.18
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

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

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

Critical judgements

The most critical areas of accounting judgement, estimation and assumptions is the fair value of net assets in the business acquisition. The following other judgements (apart from those involving estimates) also have a significant effect on amounts recognised in the financial statements.

Revenue stage of completion

Management review revenue recognition on an ongoing basis. Any decision to recognise project income is based on time spent, stage of completion and past customer experience.

PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
3
Revenue
2024
2023
£'000
£'000
Revenue analysed by class of business
Analytics
17,078
12,208
Partners
4,958
2,550
Models
3,595
1,842
25,631
16,600
2024
2023
£'000
£'000
Revenue analysed by geographical market
UK
6,057
3,850
Europe
7,456
5,649
US
10,588
5,990
Rest of World
1,530
1,111
25,631
16,600
2024
2023
£'000
£'000
Other revenue
Grants received
81
81
4
Exceptional items
2024
2023
£'000
£'000
Expenditure
Exceptional items
4,337
138
4,337
138

Exceptional costs in the year relate to: costs of integrating the acquisitions during the year (£3,858k), costs relating to acquisition activity (£159k), restructuring (£268k) and other exceptional items (£52k).

PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
5
Operating loss
2024
2023
£'000
£'000
Operating loss for the year is stated after charging/(crediting):
Exchange losses
97
107
Government grants
(81)
(81)
Depreciation of owned property, plant and equipment
165
168
Amortisation of intangible assets
9,998
8,627
Exceptional items
4,337
138
Share-based payments
110
-
Operating lease charges
672
170
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
67
28
7
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
152
108
5
5

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Wages and salaries
13,018
7,415
170
88
Pension costs
630
346
4
3
13,648
7,761
174
91
PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
8
Directors' remuneration
2024
2023
£'000
£'000
Remuneration for qualifying services
356
387
Company pension contributions to defined contribution schemes
64
65
420
452
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£'000
£'000
Remuneration for qualifying services
155
167
Company pension contributions to defined contribution schemes
60
56
9
Finance costs
2024
2023
£'000
£'000
Bank interest and other finance costs
1,558
961
Interest payable to shareholders
4,263
3,844
Total finance costs
5,821
4,805
10
Taxation
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
899
611
Adjustments in respect of prior periods
131
(5)
Total current tax
1,030
606
Deferred tax
Origination and reversal of timing differences
(246)
51
Total tax charge
784
657
PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 22 -

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

2024
2023
£'000
£'000
Loss before taxation
(12,536)
(8,929)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(3,134)
(2,100)
Tax effect of expenses that are not deductible in determining taxable profit
904
700
Adjustments in respect of prior years
131
(5)
Depreciation in excess of capital allowances
-
0
65
Intangible assets
2,304
1,993
Acquisition and restructuring
(108)
4
Corporate interest restriction
115
-
Movement in deferred tax not recognised
133
-
Movement in deferred tax
(184)
-
0
Thin capitalisation adjustment
625
-
0
Difference in tax rates
(2)
-
Taxation charge
784
657
11
Intangible fixed assets
Group
Goodwill
Software development costs
Customer relationships
Total
£'000
£'000
£'000
£'000
Cost
At 1 January 2024
42,371
1,609
-
0
43,980
Additions
-
0
1,106
-
0
1,106
Acquisitions
15,913
-
0
17,632
33,545
At 31 December 2024
58,284
2,715
17,632
78,631
Amortisation and impairment
At 1 January 2024
20,479
277
-
0
20,756
Amortisation charged for the year
9,061
136
801
9,998
At 31 December 2024
29,540
413
801
30,754
Carrying amount
At 31 December 2024
28,744
2,302
16,831
47,877
At 31 December 2023
21,892
1,332
-
0
23,224
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
12
Property, plant and equipment
Group
Leasehold improvements
Fixtures, fittings & equipment
Computer equipment
Total
£'000
£'000
£'000
£'000
Cost
At 1 January 2024
472
150
543
1,165
Additions
6
58
358
422
Acquisitions
-
0
-
0
28
28
Disposals
-
0
-
0
(25)
(25)
At 31 December 2024
478
208
904
1,590
Depreciation and impairment
At 1 January 2024
359
124
361
844
Depreciation charged in the year
39
12
114
165
Eliminated in respect of disposals
-
0
-
0
(25)
(25)
At 31 December 2024
398
136
450
984
Carrying amount
At 31 December 2024
80
72
454
606
At 31 December 2023
113
26
182
321
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
14
-
0
-
0
110
-
0
Movements in non-current investments
Company
£'000
Cost or valuation
At 1 January 2024
-
Additions
110
At 31 December 2024
110
Carrying amount
At 31 December 2024
110
At 31 December 2023
-
PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
14
Subsidiaries

At 31 December 2024, the company held more than 20% of the equity of the entities listed below. All subsidiaries have been included in the consolidated accounts.

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

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Project Engine Midco Limited
1
Holding company
Ordinary
100.00
-
Project Engine Bidco Limited
1
Holding company
Ordinary
0
100.00
Media Sense Communications Limited
1
Media advisory
Ordinary
0
100.00
Media Sense Compliance & Assurance Limited (dormant)
1
Compliance and assurance services
0
-
Media Sense Communications (India) Private Limited
2
Media advisory
Ordinary
0
100.00
Media Sense GmbH
3
Dormant
Ordinary
0
100.00
Media Sense Communications Inc
4
Media advisory
Ordinary
0
100.00
R3 Asia Pacific Pte. Ltd
5
Media advisory
Ordinary
0
100.00
R3 Worldwide Inc.
6
Media advisory
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
5 Fleet Place, London, EC4M 7RD
2
16A/20, W.E.A, Mai Ajmal Khan Road, Karol Bagh, New Delhi, Central Delhi DL 110005, India
3
Ballindamm 39, 20095 Hamburg, Germany
4
United Corporate Services, Inc., 847 Walker Road, Suite C, City of Dover, County of Kent, State of Delaware 19904
5
80 Robinson Rd 25-00 Singapore (SG)
6
Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808

The company has guaranteed the year-end liabilities of the following subsidiaries. As a result, these companies are exempt from the requirements of the Companies Act 2006 relating to the audit of individual company financial statements in accordance with Section 479A.

Project Engine Bidco Limited (Company number 13532682)

Project Engine Midco Limited (Company number 13534550)

PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
15
Trade and other receivables
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade receivables
11,792
6,753
-
0
-
0
Amounts owed by group undertakings
-
-
504
364
Other receivables
428
98
1,520
15
Prepayments and accrued income
6,153
1,469
5
-
0
18,373
8,320
2,029
379
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
202
183
Total debtors
18,373
8,320
2,231
562
16
Current liabilities
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Bank loans and overdrafts
17
2,600
510
-
0
-
0
Trade payables
1,841
404
5
-
0
Amounts owed to subsidiaries
-
0
-
387
249
Corporation tax
1,072
227
-
0
-
0
Other taxation and social security
816
500
-
-
Other payables
9,279
90
-
0
-
0
Accruals and deferred income
10,542
6,701
42
17
26,150
8,432
434
266

Included in other payables is d eferred consideration of £8.75m which is comprised of a £4m deferred cash payment and a £4.75m deferred share transfer. The share transfer element of the arrangement amounts to a fixed number of shares at a predetermined issue price per the Share Purchase Agreement.

17
Non-current liabilities
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Bank loans
30,061
7,933
-
0
-
0
Loan notes held by shareholders
47,215
42,288
-
0
-
0
77,276
50,221
-
-
PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Non-current liabilities
(Continued)
- 26 -

The bank loans presented in non-current liabilities comprise Facility A, Facility B, Facility C, Facility D, Facility E and Facility RCF.

Facility A bears interest at 4% per annum plus a term reference rate and is repayable by instalments to 26 November 2026. £556k (2023 - £510k) of Facility A is included within current liabilities.

Facilit ies B, C, D and E bear interest at 4.5% per annum plus a term reference rate and are fully repayable on 26 November 2027. Of the total amount, £406k (2023 - £nil) of Facility C, £64k (2023 - £nil) of Facility D and £63k (2023 - £nil) of Facility E is included within current liabilities.

Facility RCF was repaid shortly after the year end, therefore £1,511k (2023 - £nil) of Facility RCF is included within current liabilities.

All facilities are secured by way of a fixed and floating charge over the assets of the group.

Loan notes held by shareholders total £34,260k plus accrued interest of £12,955k (2023 - £33,595k plus accrued interest of £8,693k). The loan notes bear interest at 10% per annum, are unsecured and are redeemable on or before 6 August 2027. Interest is payable on the redemption date.

At the reporting date, £6,614k (2023 - £6,011k) of loan notes and interest was due to the director, £6,614k (2023 - £6,011k) of loan notes and interest was due to the former director and £31,544k (2023 - £28,669k) of loan notes and interest was due to other entities in the Apiary Capital group, wholly owned by Apiary Capital LLP.

18
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£'000
£'000
Accelerated capital allowances
-
66
Retirement benefit obligations
-
(15)
Business combinations
4,099
-
4,099
51
Group
Company
2024
2024
Movements in the year:
£'000
£'000
Liability at 1 January 2024
51
-
Credit to profit or loss
(246)
-
Business combinations
4,294
-
Liability at 31 December 2024
4,099
-
PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
630
346

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

20
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
A Ordinary shares of £1 each
281,763
281,763
282
282
B1 Ordinary shares of £1 each
143,442
133,237
143
133
B2 Ordinary shares of £1 each
10,888
-
11
-
C1 Ordinary shares of £1 each
52,705
35,000
53
35
C2 Ordinary shares of £1 each
18,375
11,875
18
12
E Ordinary shares of £1 each
11,017
-
11
-
518,190
461,875
518
462

In the year, the company issued 10,205 B1 ordinary shares of £1 each for a total consideration of £58k, 10,888 B2 ordinary shares of £1 each for a total consideration of £1,500k, 17,705 C1 ordinary shares of £1 each for a total consideration of £78k, 6,500 C2 ordinary shares of £1 each for a total consideration of £37k and 11,017 E ordinary shares of £1 each for a total consideration of £20k.

Each share (except C2 ordinary and E ordinary) has full voting, dividend and capital distribution rights (including on winding up). They do not confer any rights of redemption.

The group granted certain employees shares during the year which represent an equity-settled share-based payment.

Holding of these shares is subject to continued employment with the group and vest on the occurrence of a sale or listing of the group.

The total share-based payment charge for the year was £110 k (2023: £nil).

PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
21
Acquisition of a business

Acquisition of R3 Asia Pacific Pte. Ltd

On 1 November 2024, the group acquired control of R3 Asia Pacific Pte. Ltd and its subsidiaries ('R3 Group'), through the purchase of the whole share capital for total consideration of £24,459k.

R3 Asia Pacific Pte. Ltd's subsidiaries consists of R3 Worldwide Inc. and R3 Management Consulting (Beijing) Co., Ltd ('R3 China'). The group did not acquire the economic rights to R3 China. R3 China has not been consolidated in these financial statements.

As a result of the acquisition, the group has increased its presence in the Americas and Asia Pacific, as well as enhancing its Creative expertise. This is expected to result in an increase in sales to customers in these regions as well as revenue synergies from combined Creative and Media expertise. The goodwill of £14,204k arising from the acquisition is attributed to the economies of scale expected from combining the operations into the group.

Management have estimated the useful life of the goodwill to be 5 years. The acquired businesses are established in their local markets and have a long track record of revenue. The amortisation period is mitigated by the market being concentrated.

The following table summarises the consideration paid by the group, the fair value of the assets acquired and liabilities assumed at the acquisition date.

Book Value
Adjustments
Fair Value
Net assets acquired
£'000
£'000
£'000
Intangible assets (1)
-
6,444
6,444
Property, plant and equipment
28
-
28
Trade and other receivables
4,208
-
4,208
Cash and cash equivalents
2,457
-
2,457
Trade and other payables
(1,385)
-
(1,385)
Deferred tax assets/(liabilities) (1)
-
(1,497)
(1,497)
Total identifiable net assets
5,308
4,947
10,255
Goodwill
14,204
Total consideration
24,459
PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Acquisition of a business
(Continued)
- 29 -
The consideration was satisfied by:
£'000
Cash
12,716
Equity instruments (10,888 B2 ordinary shares)
1,500
Deferred consideration
8,750
Directly attributable costs
1,493
24,459
For cash flow disclosure purposes the amounts are disclosed as follows:
Cash consideration
12,716
Directly attributable costs
1,493
14,209
Less: Cash and cash equivalents acquired
(2,457)
Net cash outflow
11,752

The adjustments arising on acquisition were in respect of the following:

(1) Acquired customer relationships and deferred tax thereon

The deferred consideration of £8.75m is comprised of a £4m deferred cash payment and a £4.75m deferred share transfer. The share transfer element of the arrangement amounts to a fixed number of shares at a predetermined issue price per the Share Purchase Agreement. The deferred consideration is anticipated to be settled within 12 months of the reporting date and is therefore shown in current liabilities. T he amount has not been discounted, as the effect of discounting is immaterial.

Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£'000
Revenue
2,385
Profit after tax
439
PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Acquisition of a business
(Continued)
- 30 -

Acquisition of the Marketing and Media Owner business of PricewaterhouseCoopers LLP

On 31 August 2024, the group acquired control of the business and assets of the Marketing and Media Owner business of PricewaterhouseCoopers LLP for total consideration of £11,395k.

As a result of the acquisition, the group expects to expand its market share and service lines. The goodwill of £1,709k arising from the acquisition is attributed to the expansion of service line offerings to clients from combining the operations into the group.

Management have estimated the useful life of the goodwill to be 5 years. The acquired business is established and has a long track record of revenue. The amortisation period is mitigated by the market being concentrated.

The following table summarises the consideration paid by the group, the fair value of the assets acquired and liabilities assumed at the acquisition date.

Book Value
Adjustments
Fair Value
Net assets acquired
£'000
£'000
£'000
Intangible assets (1)
-
11,188
11,188
Prepayments
52
-
52
Trade and other receivables
1,308
-
1,308
Trade and other payables
(45)
-
(45)
Deferred income
(20)
-
(20)
Deferred tax assets/(liabilities) (1)
-
(2,797)
(2,797)
Total identifiable net assets
1,295
8,391
9,686
Goodwill
1,709
Total consideration
11,395
The consideration was satisfied by:
£'000
Cash
10,857
Directly attributable costs
538
11,395
For cash flow disclosure purposes the amounts are disclosed as follows:
Cash consideration
10,857
Directly attributable costs
538
11,395
Less: Cash and cash equivalents acquired
-
Net cash outflow
11,395
PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Acquisition of a business
(Continued)
- 31 -

The adjustments arising on acquisition were in respect of the following:

(1) Acquired customer relationships and deferred tax thereon

22
Financial commitments, guarantees and contingent liabilities

The group has taken out bank loans totalling £32,661 k (2023 - £9,028k) at the reporting date which are secured by way of fixed and floating charges over the assets of the group.

23
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Within one year
1,489
17
-
-
Between two and five years
2,305
-
-
-
3,794
17
-
-
24
Related party transactions

Group and company

The group and parent company has taken advantage of the exemption available in accordance with section 33.1A of Financial Reporting Standard 102 whereby it has not disclosed transactions between the parent and any wholly owned subsidiary.

In the year, £60k (2023 - £60k) was paid in monitoring fees to Apiary Capital LLP.

25
Ultimate controlling party

The company's ultimate controlling party is M Salter.

The largest and smallest group for which consolidated accounts have been prepared is that headed by the company.

PROJECT ENGINE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
26
Cash generated from group operations
2024
2023
£'000
£'000
Loss for the year after tax
(13,320)
(9,586)
Adjustments for:
Taxation charged
784
657
Finance costs
5,821
4,805
Amortisation of intangible assets
9,998
8,627
Depreciation of property, plant and equipment
165
168
Equity settled share based payment expense
110
-
Exchange differences on financing and investing activities
46
-
Exchange differences on consolidation
32
(2)
Movements in working capital:
Increase in trade and other receivables
(4,485)
(2,205)
Increase in trade and other payables
4,990
1,174
Cash generated from operations
4,141
3,638
2024-12-31 2024-01-01 false false CCH Software CCH Accounts Production 2025.200 D A Adler M Salter A N Pearch G A Brown D Rigby J H Posnanski false 13530810 2024-01-01 2024-12-31 13530810 bus:Director1 2024-01-01 2024-12-31 13530810 bus:Director2 2024-01-01 2024-12-31 13530810 bus:Director4 2024-01-01 2024-12-31 13530810 bus:Director5 2024-01-01 2024-12-31 13530810 bus:Director6 2024-01-01 2024-12-31 13530810 bus:Director3 2024-01-01 2024-12-31 13530810 bus:RegisteredOffice 2024-01-01 2024-12-31 13530810 bus:Consolidated 2024-12-31 13530810 2024-12-31 13530810 bus:Consolidated 2024-01-01 2024-12-31 13530810 bus:Consolidated 2023-01-01 2023-12-31 13530810 bus:Consolidated 1 2024-01-01 2024-12-31 13530810 bus:Consolidated 1 2023-01-01 2023-12-31 13530810 2023-01-01 2023-12-31 13530810 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2024-01-01 2024-12-31 13530810 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2023-01-01 2023-12-31 13530810 core:Goodwill bus:Consolidated 2024-12-31 13530810 core:Goodwill bus:Consolidated 2023-12-31 13530810 core:OtherResidualIntangibleAssets bus:Consolidated 2024-12-31 13530810 core:OtherResidualIntangibleAssets bus:Consolidated 2023-12-31 13530810 bus:Consolidated 2023-12-31 13530810 core:DevelopmentCostsCapitalisedDevelopmentExpenditure bus:Consolidated 2024-12-31 13530810 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill bus:Consolidated 2024-12-31 13530810 core:DevelopmentCostsCapitalisedDevelopmentExpenditure bus:Consolidated 2023-12-31 13530810 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill bus:Consolidated 2023-12-31 13530810 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2024-12-31 13530810 core:FurnitureFittings bus:Consolidated 2024-12-31 13530810 core:ComputerEquipment bus:Consolidated 2024-12-31 13530810 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2023-12-31 13530810 core:FurnitureFittings bus:Consolidated 2023-12-31 13530810 core:ComputerEquipment bus:Consolidated 2023-12-31 13530810 2023-12-31 13530810 core:ShareCapital bus:Consolidated 2024-12-31 13530810 core:ShareCapital bus:Consolidated 2023-12-31 13530810 core:SharePremium bus:Consolidated 2024-12-31 13530810 core:SharePremium bus:Consolidated 2023-12-31 13530810 core:OtherMiscellaneousReserve bus:Consolidated 2024-12-31 13530810 core:OtherMiscellaneousReserve bus:Consolidated 2023-12-31 13530810 core:ShareCapital 2024-12-31 13530810 core:ShareCapital 2023-12-31 13530810 core:SharePremium 2024-12-31 13530810 core:SharePremium 2023-12-31 13530810 core:OtherMiscellaneousReserve 2024-12-31 13530810 core:OtherMiscellaneousReserve 2023-12-31 13530810 core:RetainedEarningsAccumulatedLosses 2024-12-31 13530810 core:RetainedEarningsAccumulatedLosses 2023-12-31 13530810 core:ShareCapital bus:Consolidated 2022-12-31 13530810 core:SharePremium bus:Consolidated 2022-12-31 13530810 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2024-12-31 13530810 core:ShareCapital 2022-12-31 13530810 core:SharePremium 2022-12-31 13530810 core:RetainedEarningsAccumulatedLosses 2022-12-31 13530810 core:ShareCapital bus:Consolidated 2023-01-01 2023-12-31 13530810 core:SharePremium bus:Consolidated 2023-01-01 2023-12-31 13530810 core:ShareCapital bus:Consolidated 2024-01-01 2024-12-31 13530810 core:SharePremium bus:Consolidated 2024-01-01 2024-12-31 13530810 core:ShareCapital 2023-01-01 2023-12-31 13530810 core:SharePremium 2023-01-01 2023-12-31 13530810 core:ShareCapital 2024-01-01 2024-12-31 13530810 core:SharePremium 2024-01-01 2024-12-31 13530810 bus:Consolidated 2022-12-31 13530810 core:Goodwill 2024-01-01 2024-12-31 13530810 core:IntangibleAssetsOtherThanGoodwill 2024-01-01 2024-12-31 13530810 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-01-01 2024-12-31 13530810 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2024-01-01 2024-12-31 13530810 core:LandBuildings core:LongLeaseholdAssets 2024-01-01 2024-12-31 13530810 core:FurnitureFittings 2024-01-01 2024-12-31 13530810 core:ComputerEquipment 2024-01-01 2024-12-31 13530810 core:UKTax bus:Consolidated 2024-01-01 2024-12-31 13530810 core:UKTax bus:Consolidated 2023-01-01 2023-12-31 13530810 bus:Consolidated 2 2024-01-01 2024-12-31 13530810 bus:Consolidated 2 2023-01-01 2023-12-31 13530810 bus:Consolidated 3 2024-01-01 2024-12-31 13530810 bus:Consolidated 4 2024-01-01 2024-12-31 13530810 bus:Consolidated 5 2024-01-01 2024-12-31 13530810 bus:Consolidated 3 2023-01-01 2023-12-31 13530810 bus:Consolidated 6 2024-01-01 2024-12-31 13530810 bus:Consolidated 4 2023-01-01 2023-12-31 13530810 core:Goodwill bus:Consolidated 2023-12-31 13530810 core:DevelopmentCostsCapitalisedDevelopmentExpenditure bus:Consolidated 2023-12-31 13530810 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill bus:Consolidated 2023-12-31 13530810 bus:Consolidated 2023-12-31 13530810 core:Goodwill core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-01-01 2024-12-31 13530810 core:DevelopmentCostsCapitalisedDevelopmentExpenditure core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-01-01 2024-12-31 13530810 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-01-01 2024-12-31 13530810 core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-01-01 2024-12-31 13530810 core:Goodwill bus:Consolidated 2024-01-01 2024-12-31 13530810 core:DevelopmentCostsCapitalisedDevelopmentExpenditure bus:Consolidated 2024-01-01 2024-12-31 13530810 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill bus:Consolidated 2024-01-01 2024-12-31 13530810 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2023-12-31 13530810 core:FurnitureFittings bus:Consolidated 2023-12-31 13530810 core:ComputerEquipment bus:Consolidated 2023-12-31 13530810 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2024-01-01 2024-12-31 13530810 core:FurnitureFittings bus:Consolidated 2024-01-01 2024-12-31 13530810 core:ComputerEquipment bus:Consolidated 2024-01-01 2024-12-31 13530810 core:Subsidiary1 2024-01-01 2024-12-31 13530810 core:Subsidiary2 2024-01-01 2024-12-31 13530810 core:Subsidiary3 2024-01-01 2024-12-31 13530810 core:Subsidiary4 2024-01-01 2024-12-31 13530810 core:Subsidiary5 2024-01-01 2024-12-31 13530810 core:Subsidiary6 2024-01-01 2024-12-31 13530810 core:Subsidiary7 2024-01-01 2024-12-31 13530810 core:Subsidiary8 2024-01-01 2024-12-31 13530810 core:Subsidiary9 2024-01-01 2024-12-31 13530810 core:Subsidiary1 1 2024-01-01 2024-12-31 13530810 core:Subsidiary2 2 2024-01-01 2024-12-31 13530810 core:Subsidiary3 3 2024-01-01 2024-12-31 13530810 core:Subsidiary5 5 2024-01-01 2024-12-31 13530810 core:Subsidiary6 6 2024-01-01 2024-12-31 13530810 core:Subsidiary7 7 2024-01-01 2024-12-31 13530810 core:Subsidiary8 8 2024-01-01 2024-12-31 13530810 core:Subsidiary9 9 2024-01-01 2024-12-31 13530810 core:Subsidiary4 4 2024-01-01 2024-12-31 13530810 core:CurrentFinancialInstruments 2024-12-31 13530810 core:CurrentFinancialInstruments 2023-12-31 13530810 core:CurrentFinancialInstruments bus:Consolidated 2024-12-31 13530810 core:WithinOneYear bus:Consolidated 2024-12-31 13530810 core:WithinOneYear bus:Consolidated 2023-12-31 13530810 core:CurrentFinancialInstruments core:WithinOneYear 2024-12-31 13530810 core:CurrentFinancialInstruments core:WithinOneYear 2023-12-31 13530810 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 2024-12-31 13530810 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 2023-12-31 13530810 core:Non-currentFinancialInstruments core:AfterOneYear 2024-12-31 13530810 core:Non-currentFinancialInstruments core:AfterOneYear 2023-12-31 13530810 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2024-12-31 13530810 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2023-12-31 13530810 core:CurrentFinancialInstruments bus:Consolidated 2023-12-31 13530810 core:Non-currentFinancialInstruments bus:Consolidated 2024-12-31 13530810 core:Non-currentFinancialInstruments bus:Consolidated 2023-12-31 13530810 core:Non-currentFinancialInstruments 2024-12-31 13530810 core:Non-currentFinancialInstruments 2023-12-31 13530810 bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 13530810 bus:FRS102 2024-01-01 2024-12-31 13530810 bus:Audited 2024-01-01 2024-12-31 13530810 bus:ConsolidatedGroupCompanyAccounts 2024-01-01 2024-12-31 13530810 bus:FullAccounts 2024-01-01 2024-12-31 xbrli:pure xbrli:shares iso4217:GBP