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Registered number: 13305531
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PROJECT FUSION BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PROJECT FUSION BIDCO LIMITED
COMPANY INFORMATION
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46 - 48 Queen Charlotte Street
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BDO LLP
Chartered Accountants & Statutory Auditors
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PROJECT FUSION BIDCO LIMITED
CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes In Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the financial statements
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PROJECT FUSION BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic Report for Project Fusion Bidco Limited (the "Company") and its subsidiaries (together the "Group") for the 12 month period ended 31 December 2024.
The Group is a fully integrated marketing agency that combines digital marketing, insights, technology, strategy, and creative, specialising in the education sector.
In June 2021, an equity stake in Project Fusion Bidco Limited was sold to LDC (Managers) Limited to support the growth strategy of the business
FINANCIAL KEY PERFORMANCE INDICATORS
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The directors use a number of key performance indicators (KPIs) to monitor the performance of the business against its budget and the prior year. This includes:
2024 2023
£ £
Turnover 38,303,144 25,418,625
Gross Profit 11,832,375 7,774,507
Operating Profit 4,364,603 1,806,900
PRINCIPAL RISKS AND UNCERTAINTIES
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The directors consider that the existing principal risks of the Group include economic uncertainty impacting the budgets of our clients, in addition to those set out below:
Credit Risk
The Group’s principal financial assets subject to credit risk arises from its trade debtors. This is managed through a diverse customer base as well as closely monitoring ageing analysis and debtor balances.
Employee Retention
The ability of the Group to attract and retain key personnel is an important aspect of its continued growth. Delivering high standards of work to our clients depends on being able to attract and retain key personnel. Training and development is a key focus for the Group.
Competitive risk
The market for the Group’s services remains competitive. The Group has demonstrated strong client retention rates and have seen marketing spend with retained clients grow year on year. We have consistently won new clients during the year and remain confident this trend will continue with a growing pipeline of new prospects.
Foreign Currency risk
The Group’s activities are exposed to the financial risk associated with foreign currency movements with revenues and costs in multiple currencies. Where possible the Group looks to limit the amounts held in foreign currencies and to match revenues and costs to minimise the risk of fluctuation.
Page 1
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PROJECT FUSION BIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board on 24 September 2025 and signed on its behalf.
Page 2
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PROJECT FUSION BIDCO LIMITED
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 profit for the year, after taxation, amounted to £888,750 (2023: loss £820,671)
The directors who served during the year and up to the date of the report unless otherwise stated were:
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W Langton (appointed 26 August 2025)
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N Boorman (resigned 30 June 2024)
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DISCLOSURE OF INFORMATION TO AUDITORS
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
POST BALANCE SHEET EVENTS
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There have been no significant events affecting the Group since the year end.
The auditor, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 24 September 2025 and signed on its behalf.
Page 3
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PROJECT FUSION BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments 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 Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 4
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PROJECT FUSION BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT FUSION BIDCO LIMITED
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2024 and of the Group’s profit for the year then ended;
• the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Project Fusion Bidco Limited (“the 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 Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, 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).
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
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 or 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.
Page 5
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PROJECT FUSION BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT FUSION BIDCO LIMITED
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor’s report thereon. 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.
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
• the Company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Page 6
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PROJECT FUSION BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT FUSION BIDCO LIMITED
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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance; and
• Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations;
We considered the significant laws and regulations to be Companies Act 2006, UK Generally Accepted Accounting Practice and UK tax legislation.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation and UK employment law.
Our procedures in respect of the above included:
• Review of minutes of meetings of those charged with governance for any instances of non- compliance with laws and regulations;
• Review of financial statement disclosures and agreeing to supporting documentation; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred;
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
• Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition and management override of controls.
Page 7
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PROJECT FUSION BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT FUSION BIDCO LIMITED
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met a defined risk criteria in particular journal entries posted to revenue and unusual account combinations, by agreeing to supporting documentation. We also tested journals that did not meet the defined risk criteria; and
• Challenging the appropriateness of estimates and judgements made by management, in particular in connection with revenue recognition.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities 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 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 are to become aware of it.
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.
James Eastell (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Bristol, UK
Date: 24 September 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Page 8
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PROJECT FUSION BIDCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) before taxation
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Profit/(loss) for the financial year
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Profit/(loss) for the year attributable to:
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Owners of the parent Company
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There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 15 to 32 form part of these financial statements.
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Page 9
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PROJECT FUSION BIDCO LIMITED
REGISTERED NUMBER:13305531
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Capital redemption reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 September 2025.
The notes on pages 15 to 32 form part of these financial statements.
Page 10
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PROJECT FUSION BIDCO LIMITED
REGISTERED NUMBER:13305531
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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Other changes in the profit and loss account
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 September 2025.
The notes on pages 15 to 32 form part of these financial statements.
Page 11
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PROJECT FUSION BIDCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Shares cancelled during the year
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Transfer to/from profit and loss account
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Shares issued during the year
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The notes on pages 15 to 32 form part of these financial statements.
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Page 12
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PROJECT FUSION BIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Shares cancelled during the year
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Transfer to/from profit and loss account
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Shares issued during the year
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The notes on pages 15 to 32 form part of these financial statements.
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Page 13
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PROJECT FUSION BIDCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Profit/(loss) for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Payments made to acquire subsidiaries (net of cash acquired)
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Foreign exchange gains and losses
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 15 to 32 form part of these financial statements.
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Page 14
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Project Fusion Bidco Limited is a private company, limited by shares and registered in England within the United Kingdom. The registered number is 13305531 and address of the registered office is 46-48 Queen Charlotte Street, Bristol, BS1 4HX.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The 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.
The directors have prepared cash flow forecasts that show that the Group and Company is able to meet its obligations as they fall due for a period of at least one year from the date of these financial statements. Accordingly, the directors have prepared the financial statements on the going concern basis.
Page 15
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
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FOREIGN CURRENCY TRANSLATION
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Page 16
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
DEFINED CONTRIBUTION PENSION PLAN
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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CURRENT AND DEFERRED TAXATION
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
• the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
• any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
• where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Page 17
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
GOODWILL
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
OTHER INTANGIBLE ASSETS
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life.
The estimated useful lives range as follows:
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Other intangible fixed assets
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Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Short-term leasehold property
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Page 18
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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CASH AND CASH EQUIVALENTS
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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PROVISIONS FOR LIABILITIES
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Page 19
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Equity dividends are recognised when they became legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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Preparation of the financial statements requires management to make significant judgments and estimates. Revenue deferred at the end of the period is based on an estimate of the pattern of delivery of the related services to the customer. In addition, the directors have determined that the most appropriate useful economic life of goodwill is considered to be 10 years.
There are no other significant judgements applied in the preparation of these financial statements.
The whole of the turnover is attributable to the principal activity of the group.
Analysis of turnover by country of destination:
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The operating profit is stated after charging:
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Other operating lease rentals
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Page 20
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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During the year, the Group obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the parent Company's financial statements
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The fees payable to the Company's auditors for the audit of the consolidated financial statements were £61,620 (2023: £44,925).
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 21
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to no directors (2023: NIL) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £181,900 (2023: £154,000).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £3,812 (2023: £3,445).
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INTEREST PAYABLE AND SIMILAR EXPENSES
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Other loan interest payable
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Preference shares interest payable
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Page 22
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Foreign tax on income for the year
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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Page 23
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.TAXATION (CONTINUED)
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FACTORS AFFECTING TAX CHARGE FOR THE YEAR
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The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 23.5%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 23.5%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustments to tax charge in respect of prior periods - deferred tax
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Adjustments to tax charge in respect of prior periods
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Other timing differences leading to a decrease in taxation
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Adjustment between UK tax rate and foreign tax rate on subsidiaries
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Deferred tax asset (previously unrecognised) / not recognised
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Expenses not deductible for tax purposes that relate to foreign exchange
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TOTAL TAX CHARGE FOR THE YEAR
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FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
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There were no factors that may affect future tax charges.
Page 24
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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Page 25
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Short-term leasehold property
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Acquisition of subsidiary
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Charge for the year on owned assets
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Investments in subsidiary companies
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Page 26
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The following were subsidiary undertakings of the Company:
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46-48 Queen Charlotte Street, Bristol, BS1 4HX
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Level 6, 40 King Street, Sydney, New South Wales, 200 Australia
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Ste 2520, 1600 Market St, Philadelphia, PA 19103
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46-48 Queen Charlotte Street, Bristol, BS1 4HX
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The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings was as follows:
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Amounts owed by group undertakings
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Prepayments and accrued income
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Page 27
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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CASH AND CASH EQUIVALENTS
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are interest free and repayable on demand.
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
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Share premium treated as debt
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Disclosure of the terms and conditions attached to the non-equity shares is made in note 21.
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Loan notes comprise vendor and manager loan notes, all of which are constituted as 5 year loan notes, repayable in 2026 or an exit event. Of the £18,962,148 loan notes originally issued in Project Fusion Bidco, £1,622,808 are secured by way of a fixed and floating charge over the Group's assets. Interest on loan notes is charged at 10% per annum and becomes payable on the redemption of the loan notes. Accordingly, interest has been added to the carrying value of the loan notes.
During the year loan note principal of £15,603,414 was redeemed and £5,218,891 of interest was paid.
Page 28
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Analysis of the maturity of loans is given below:
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AMOUNTS FALLING DUE WITHIN ONE YEAR
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AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
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AMOUNTS FALLING DUE 2-5 YEARS
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On 23 December 2024, the Company entered into a £15 million senior facilities agreement with HSBC comprising a £14m term loan and a £1 million revolving credit facility. The facilities expire in 2027. Part A of the term loan is repayable in quarterly installments. Interest is charged at 3.25% to 4% plus sonia.
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Page 29
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charged to profit or loss
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Charged to profit or loss
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Accelerated capital allowances
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Page 30
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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SHARES CLASSIFIED AS EQUITY
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ALLOTTED, CALLED UP AND FULLY PAID
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200,000 (2023: 200,000) Ordinary A1 shares of £0.10 each
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5,576 (2023: 5,580) Ordinary A2 shares of £0.10 each
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9,927 (2023: 9,927) Ordinary B1 shares of £0.40 each
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44,371 (2023: 44,370) Ordinary B2 shares of £0.40 each
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929 (2023: 929) Ordinary B3 shares of £0.10 each
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51,850 (2023: 48,331) Ordinary D shares of £0.40 each
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SHARES CLASSIFIED AS DEBT
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ALLOTTED, CALLED UP AND FULLY PAID
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58,255 (2023: 183,763) Preference shares shares of £0.01 each
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Under regular voting all shares entitle the holder to one vote per share. Upon written resolution the rights of A1 shares can be enhanced. This enhancement suspends the regular voting rights of all other shares.
On a return of capital of the Company on a winding up or otherwise preference shares rank above all shares other than Ordinary A1 shares.
During the period, 3,519 Ordinary D shares were issued for a total price of £100,565.
During the period, 125,508 Preference shares were redeemed and cancelled for a total price of £125,508.
Share premium account
The share premium account records the amount above the nominal value received for shares sold, less transaction costs.
Capital redemption reserve
A statutory, non-distributable reserve created following the purchase of the company's own shares out of distributable profits.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses.
Page 31
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PROJECT FUSION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £18,532 (2023: £77,004). Contributions totaling £16,158 (2023: £13,332) were payable to the fund at the reporting date and are included in other creditors.
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COMMITMENTS UNDER OPERATING LEASES
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At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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RELATED PARTY TRANSACTIONS
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The Company has taken advantage of the exemption under FRS 102 Section 33.1a and not disclosed details of transactions entered into between wholly owned entities within the group.
A subsidiary of the company leases their office building from J Craven who is a director of Project Fusion Bidco Limited. The lease expense for the year is £173,041 (2023: £164,801). The amount outstanding to J Craven at year end was £nil (2023: £nil).
Transactions with group entities which have been eliminated on consolidation are not disclosed within the financial statements.
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In the view of the directors there is no ultimate controlling party.
Page 32
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