Company registration number: 13185356
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report for the year ended 31 December 2024.
The principal activities of the Group are the monitoring and publishing of UK and EU political and governmental policy information and intelligence for public affairs and investment professionals. The Group operates from London, England and Brussels, Belgium.
The Group has experienced substantial expansion over the past two years driven by both organic revenue growth and acquisition of new businesses, including Forefront Advisers and One Policy Place. Organic revenue growth had been supported by investments in sales and marketing as well as in our technology platforms. The directors are satisfied with the Group's performance.
The directors do not expect the nature of the business to change significantly in the foreseeable future, with a continued focus on organic growth through investment in sales, marketing and technology, and the acquisition of new business.
The following key elements comprise the present internal control environment which has been designed to identify, evaluate and manage, rather than eliminate, the risks faced by the Group in seeking to achieve its business objectives. The process is communicated through various operating risk management and accounting policies and procedure:
∙an organisation structure with clear lines of responsibility and delegated levels of authority;
∙a comprehensive financial planning, control, budgeting and rolling forecast system; and
∙a flat management structure which facilitates open and timely communication.
The Board has identified the following principal risks to which the Group is exposed:
∙the reliance on the skills and knowledge of its staff to maintain its market position;
∙the political environment and cycle in the UK, and Brussels; and
∙our dependence on information technology systems and technological change.
The directors consider the financial key performance indicators of the Group to be growth in annual recurring revenue and the percentage of revenue that is subscription. The directors consider total number of customers to be the only non-financial key performance indicator. The directors are satisfied with the performance of each these metrics during the year, which can be summarised as follows:
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
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 year, after taxation, amounted to £3,847,000 (2023 - loss £2,960,000).
The directors approved and paid £nil in dividends (2023: £nil). The directors are proposing to pay an amount of £nil post year end.
The directors who served during the year were:
The directors do not expect the nature of the business to change significantly in the foreseeable future, with a continued focus on organic growth through investment in sales, marketing and technology, and the acquisition of new businesses.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
On 4 April 2025, BG Bidco 5 Limited acquired 100% of the ordinary share capital of Newsdirect (UK) Limited and Newsdirect Wales Limited to broaden its monitoring coverage into the devolved nations of Scotland, Wales and Northern Ireland. To fund the acquisition, further capital was raised from existing secured lenders.
The auditor, Menzies LLP, 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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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BG TOPCO 5 LIMITED
We have audited the financial statements of BG Topco 5 Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, 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 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 Auditor's 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 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BG TOPCO 5 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 year 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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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BG TOPCO 5 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 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 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:
The Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations were most significant:
∙Companies Act 2006
∙FRS 102
∙Tax legislation
∙Employment legislation
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial
statement items.
We understood how the parent company and the Group is complying with those legal and regulatory frameworks by,
making inquiries to management, those responsible for legal and compliance procedures. We corroborated our inquiries
through our review of board minutes.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in
this area.
We assessed the susceptibility of the Parent Company’s and Group’s financial statements to material misstatement,
including how fraud might occur. We considered the opportunities and incentives that may exist within the organisation for
fraud and identified the greatest potential for fraud in the following areas:
statement items.
We understood how the parent company and the Group is complying with those legal and regulatory frameworks by,
making inquiries to management, those responsible for legal and compliance procedures. We corroborated our inquiries
through our review of board minutes.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in
this area.
We assessed the susceptibility of the Parent Company’s and Group’s financial statements to material misstatement,
including how fraud might occur. We considered the opportunities and incentives that may exist within the organisation for
fraud and identified the greatest potential for fraud in the following areas:
∙Posting of unusual journal entries; and
∙Management bias in accounting estimates.
Audit procedures performed by the Group engagement team included:
∙Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process
∙Challenging assumptions and judgments made by management in its significant accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditor's report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BG TOPCO 5 LIMITED (CONTINUED)
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
95 Gresham Street
EC2V 7AB
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 31 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 31 form part of these financial statements.
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