Company registration number: 03982993
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
A review of the business and future developments, including key performance indicators and the principal risks and uncertainties are set out below.
The Company made a loss before tax of £1,319,189 (2023 loss: £647,376) for the year ended 31 December 2024, had net current liabilities of £1,015,056 (2023 net current assets: £149,089), and had net liabilities of £511,233 (2023 net assets: £753,870) as at 31 December 2024. The company is in a net current liabilities position primarily due to amounts owed to other Group undertakings. The directors confirm that these balances are not expected to be repaid in the foreseeable future.
Envitia Group Limited and its subsidiaries provide services and solutions solving complex data problems for defence and public sectors. Services offered include digital and data strategy, data modelling, architecture, analytics and AI. Principal customers are located in the UK and North America.
Revenue for the Company is in relation to royalties and management recharges and this has decreased to £nil (2023: £829,489). Management have agreed not to charge a royalty or management recharge in the year.
Following a group reorganisation on 5 December 2020, the group transitioned under its new ownership and undertook various internal reorganisations adding to its management team during 2023 to facilitate growth in 2024 and beyond. The Group is subject to investor covenant testing on a regular basis. Breach of an investor covenant has been noted during the financial year. Covenant waivers have been obtained from the investor.
Product development is a key element of the Group’s business, ensuring that its software products remain cutting edge. Its products are deeply embedded in some of the world’s largest and longest standing companies. Development in the year ending 2024 focused on improving existing code, updating libraries and preparing for launch of a new version of one of the primary products in Q1 2025. Development also focused on increasing reliability and efficiency of support.
Envitia Group Limited and its subsidiaries provide services and solutions solving complex data problems for defence and public sectors. Services offered include digital and data strategy, data modelling, architecture, analytics and AI. Principal customers are located in the UK and North America.
Revenue for the Company is in relation to royalties and management recharges and this has decreased to £nil (2023: £829,489). Management have agreed not to charge a royalty or management recharge in the year.
Following a group reorganisation on 5 December 2020, the group transitioned under its new ownership and undertook various internal reorganisations adding to its management team during 2023 to facilitate growth in 2024 and beyond. The Group is subject to investor covenant testing on a regular basis. Breach of an investor covenant has been noted during the financial year. Covenant waivers have been obtained from the investor.
Product development is a key element of the Group’s business, ensuring that its software products remain cutting edge. Its products are deeply embedded in some of the world’s largest and longest standing companies. Development in the year ending 2024 focused on improving existing code, updating libraries and preparing for launch of a new version of one of the primary products in Q1 2025. Development also focused on increasing reliability and efficiency of support.
The Group’s strategy for 2025 involves growing its engineering and consulting business with current programmes expected to continue to expand. In addition, opportunities with new organisations and programmes are seen as a key element of future growth in expanding the customer base both within and beyond the defence and public sector base. Product development will continue in 2025, with a new product launched in Q1 and several live projects making use of a newer product that assists with data cataloguing.
The principal risk to the business arises from the timing of orders particularly from public sector clients. The business is continually investing in long-term professional business development and account management to increase visibility of new business and support growth. The Group’s enduring customer relationships stem from a commitment to deep expertise, ongoing innovation and delivery excellence.
The main financial risks arising from the Group’s activities are credit, interest rate, liquidity, and foreign exchange. These are regularly monitored by the board of directors and were not considered significant at the balance sheet date. The Group’s policy in respect of credit risk is to complete appropriate checks on potential customers before sales are made.
The main financial risks arising from the Group’s activities are credit, interest rate, liquidity, and foreign exchange. These are regularly monitored by the board of directors and were not considered significant at the balance sheet date. The Group’s policy in respect of credit risk is to complete appropriate checks on potential customers before sales are made.
The Group’s policy in respect of interest rate and liquidity risks is to actively manage its cash deposits and access to short term borrowings to ensure the Group has sufficient funds for operations. Cash deposits are held in interest bearing accounts which earn interest at a floating rate. Short term borrowings bear interest at a floating rate.
The Group’s policy in respect of currency risk is to negotiate with customers to minimise that risk and use forward currency contracts where appropriate.
The Group’s policy in respect of currency risk is to negotiate with customers to minimise that risk and use forward currency contracts where appropriate.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision making. The Directors continue to have regard to the interests of the Company’s employees and other stakeholders, including the impact of its activities on the community, the environment and the Company’s reputation, when making decisions. Acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term.
We explain in this annual report, and below, how the Board engages with stakeholders. The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006. The Board regularly reviews our principal stakeholders and how we engage with them. This is achieved through information provided by management and also by direct engagement with stakeholders themselves.
We explain in this annual report, and below, how the Board engages with stakeholders. The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006. The Board regularly reviews our principal stakeholders and how we engage with them. This is achieved through information provided by management and also by direct engagement with stakeholders themselves.
The Board continues to work on engagement with its workforce, including monthly all hands meetings and multiple weekly soft communications. Active focus on employee retention has been extremely successful in 2024, with very low levels of attrition.
The Company aims to work responsibly with stakeholders, including suppliers. The Board regularly reviews its anticorruption and anti-bribery, equal opportunities and whistleblowing policies and conducts mandatory training across all staff. The Company remains active in the local community and holds regular charitable events to raise money for local and national charities.
As required, executive management will provide support to the Board to help ensure that sufficient consideration is given to stakeholder issues.
As required, executive management will provide support to the Board to help ensure that sufficient consideration is given to stakeholder issues.
Key decisions made impacting stakeholders are set out below:
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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 Strategic Report, the Directors' Report and the 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 Company's financial statements and then apply them consistently;
∙make judgements 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 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.
The loss for the year, after taxation, amounted to £1,265,103 (2023 -loss £610,236).
The directors do not recommend the payment of a dividend (2023 - £NIL).
The Directors who served during the year were:
The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Company's Strategic Report the Company's Strategic Report Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditor, Menzies LLP, will be proposed for reappointment in accordance with section 487(2) 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 ENVITIA GROUP LIMITED
We have audited the financial statements of Envitia Group Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position 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 Company 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 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 ENVITIA GROUP LIMITED (CONTINUED)
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 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENVITIA GROUP 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 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 Company 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 including:
−The Companies Act 2006;
−Financial Reporting Standard 102
−UK employment legislation;
−General Data Protection Regulations; and
−UK tax 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 Company 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 recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the 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 judgements made by management in its significant accounting estimates; and
−Identifying and testing journal entries, in particular any journal entries posted with unusual account combination
∙As a result of the above procedures, 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 journals and complex transactions;
−Timing of revenue recognition; and;
−The use of management override of controls to manipulate results, or to cause the Company to enter into transactions not in its best interest.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENVITIA GROUP LIMITED (CONTINUED)
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.
This report is made solely to the Company's members, as a body, in accordance with the Companies (Revision of Defective Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the Company's same 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
Ashcombe House
5 The Crescent
Surrey
KT22 8DY
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STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
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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 on 29 September 2025 .
The notes on pages 12 to 25 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Envitia Group Limited is a private company limited by shares incorporated in England. The principal place of business is North Heath Lane, Horsham, West Sussex, RH12 5UX.
The presentational currency used in this set of financial statements was GBP, rounded to the nearest £1.
The presentational currency used in this set of financial statements was GBP, rounded to the nearest £1.
2.Accounting policies
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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A.
This information is included in the consolidated financial statements of Project Barclay Topco Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company made a loss before tax of £1,319,189 (2023 loss: £647,376) for the year ended 31 December 2024, had net current liabilities of £1,015,056 (2023 net current assets: £149,089), and had net liabilities of £511,233 (2023 net assets: £753,870) as at 31 December 2024.
In addition, the Company has given a composite guarantee and debenture in favour of Maven Capital Partners UK LLP for debt funding within the Envitia Group of Companies. The total liability of the Group to Maven Capital Partners UK LLP as at 31 December 2024 was £21,143,435 (2023: £19,640,835). As at 31 December 2024, these loan notes and any accrued interest have not been redeemed and they are repayable by 5 December 2025.
The Directors have, for the Group of which the Company is a parent and subsidiary, considered the following matters in determining the appropriateness of the going concern basis of preparation in the financial statements:
In addition, the Company has given a composite guarantee and debenture in favour of Maven Capital Partners UK LLP for debt funding within the Envitia Group of Companies. The total liability of the Group to Maven Capital Partners UK LLP as at 31 December 2024 was £21,143,435 (2023: £19,640,835). As at 31 December 2024, these loan notes and any accrued interest have not been redeemed and they are repayable by 5 December 2025.
The Directors have, for the Group of which the Company is a parent and subsidiary, considered the following matters in determining the appropriateness of the going concern basis of preparation in the financial statements:
∙A forecast for the next 12 months, taking account of reasonable changes in trading performance indicates that the Group will have sufficient cash assets to be able to meet its debts as and when they fall due:
∙Consideration to the loan notes and action taken by the holders of the loan notes to waive covenants during the financial year and post year end.
∙In addition, it has been confirmed by the loan note holders that, with regard to the loan notes which are repayable in December 2025, that they would seek to amend the term of the loan notes with a minimum extension of one year, if the Company was not in a position to redeem them at the maturity date.
Though the trading performance of the Group is not in line with expectations for the year ended 31 December 2024, the Directors are confident that given the actions taken during the year and since the year end, that the Company will have adequate resources to continue in operational existence for the forseeable future.
The directors therefore consider that the going concern basis of preparation continues to be appropriate.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Royalties are recognised in line with service agreements between group companies.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Intangible assets are amortised over the following usefull economic lives:
The basis for choosing the useful life of 4 years is based on the period the Company expects to use the software for its revenue generating projects. The Company reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is
impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Key accounting judgements and estimation areas:
The directors use their judgement to ascertain the element of development expenditure that enhances the intangible fixed assets and the element of expenditure that relates to maintaining the asset and therefore should be expensed to the Statement of Comprehensive Income. When making the assessment the directors review the nature of the expenditure and apportion the invoice between the intangible fixed assets and administrative expenses accordingly.
Impairment of investments involves judgement and is also a key estimation area. Management exercise judgement in calculating the maintainable EBITDA, cash flow and determining the value of the company. The fair value of the business less costs to sell is determined by using an equity value model based on a multiple of EBITDA. The calculations take into consideration available market data including private company price indices. This is used as the basis for assessing if an impairment is required. Management carry out impairment reviews on a timely basis and ensure that the accounting policy adopted reflects a true and fair value of the assets as detailed in 2.14 and 2.15
The company recognises deferred tax assets only to the extent that it is probable that future taxable profits, feasible tax planning strategies and deferred tax liabilities will be available against which the tax losses can be utilised. Estimation of the level of future taxable profits is therefore required in order to determine the appropriate carrying value of the deferred tax asset.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 17
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 18
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 19
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Profit and loss account
A charge exists in favour of Maven Capital Partners UK LLP (as security trustee) (registered no. OC339387) whose registered office is at Fifth Floor, 1-2 Royal Exchange Buildings, London, EC3V 3LF, as a composite guarantee and debenture dated 5 December 2020 between the Company and Maven creating fixed and floating charges over all the Company’s assets, property, undertaking and revenue and provides security for debt funding within the Envitia Group of companies. The total liability of the Group to Maven Capital Partners UK LLP as at 31 December 2024 was £21,143,435 (2023: £19,640,835).
Page 24
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company's parent company is Project Barclay Bidco Limited. The ultimate parent company is Project Barclay Topco Limited. Project Barclay Topco Limited prepares consolidated accounts which are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
The Directors consider the ultimate controlling party to be Maven Capital Partners UK LLP.
The Directors consider the ultimate controlling party to be Maven Capital Partners UK LLP.
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