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Project Cake TopCo Limited
Registered number: 13242903
Annual report and
financial statements
For the year ended 31 March 2025
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PROJECT CAKE TOPCO LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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PROJECT CAKE TOPCO LIMITED
CONTENTS
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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 CAKE TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present the Strategic Report for the year ended 31 March 2025.
The principal activity of the Group continued to be that of the provision of digital services, primarily to the Public Sector.
During the year to 31 March 2025 the Group has recorded turnover of £73.2m (2024: £58.4m) with a gross profit margin of 31.8% (2024: 32.9%).
The Group continues to develop both its product and client portfolios as well as maintaining valuable relationships with its existing customer base. In the year to March 2025 this development has resulted in continued success in a highly competitive market.
On the 28th March 2025 the entire share capital of Project Cake Topco Limited was purchased by Agility Bidco Limited with the ultimate parent being Agility Topco Limited.
Principal risks and uncertainties
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The business risks facing the Group are subject to ongoing reviews by management and actions agreed to assess and mitigate, as appropriate, the risks identified.
Environmental policy
The Group recognizes the importance of its environmental responsibilities and attempts to minimise its impact on the environment reducing the carbon footprint.
Financial and other key performance indicators
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Year ended 31 March 2025
£
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Year ended 31 March 2024
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The Group has performed well against its budgeted activities for the year ended 31 March 2025. In addition to the Financial KPI’s, the Group also tracks utilisation and pipeline on a monthly basis.
It is the Group’s policy to ensure that suppliers are aware of the Group’s terms of payment and that those terms are agreed at the commencement of business with each supplier. Payments are made in accordance with the payment terms and conditions agreed.
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PROJECT CAKE TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Statement of the Directors' duties in performance of s172(1) Companies Act 2006
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The directors of Project Cake TopCo Limited consider that for the year ended 31 March 2025 they have acted in a way they consider, in good faith, would be the most likely to promote the success of the Group for the benefit of its members as a whole and having regard to the matters set out in s172 (1) as below:
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The experience, knowledge and expertise of the Group’s staff are key to all aspects of the businesses’ success. A motivated and driven workforce will allow the Group to achieve its strategic aims and maintain growth in future years.
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The Group has a structured process for employee appraisals and for gathering feedback on Group wide matters from employees. An all-staff call is held every 2 weeks to provide updates on a range of matters, including Group strategy.
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A strong relationship between the Group and its suppliers is key to the business being able to provide high quality consultants to service customer needs.
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The Group meets with key suppliers on a regular basis to maintain relationships and ensure any changes in requirements are communicated clearly.
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Our customers are key to the current success of the Group and will be vital in the Group achieving its target growth.
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All key clients have a Client and Delivery Partner. This allows us to understand a clients key requirements and managed the relationship. It also provides the opportunity for feedback on the Group’s performance.
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The Group has external funding in place with a global bank which provides an acquisition fund.
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Financial performance updates are provided monthly to the funder. Regular face to face meetings are held to ensure the funder is updated on the Group’s performance and developments.
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The Group recognises that its operations and where they are performed impact the environment and understand its responsibility to ensure this impact is minimised wherever possible.
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The Group tracks its carbon footprint and greenhouse emissions as per page 4 - 9 of these financial statements. The Group actively works to reduce its environmental impact and has set a target to reach net zero by 2040. These are documented in the Greenhouse gas emissions, energy consumption and energy efficiency action section on page 4 - 9.
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PROJECT CAKE TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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The Group recognises the support of its shareholders is essential to the Groups overall strategy.
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The Group prepares annual budgets which are agreed with the key shareholders. Performance against key metrics, including the budget, are reported on a monthly basis.
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The Group is committed to making a positive impact in the communities of our offices. Through our Social Value Strategy, we have set a target to deliver £100m of social impact by 2030 - measured using our Thrive Social Value Measurement Tool. One of the ways we deliver local impact is through employee volunteering. Every employee is encouraged to take two-days each year to volunteer in their community. During FY25 our employees completed 1,316 hours of volunteering.
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Over the past year, the Company has continued to strengthen our relationships with community partners, charities and educational institutions with whom we hold regular volunteering days and undertake pro-bono work. We measure our impact using the Thrive Social Value Measurement Tool which converts our impact into financial terms using 24 metrics that cover a range of social value activities. In FY25, the Group calculated that a further £23.8m of social impact was enabled over the past 12 months. This means we have now enabled £49.5m of social impact against our target of £100m by 2030.
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This report was approved by the board on 30 September 2025 and signed on its behalf.
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PROJECT CAKE TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
Directors' responsibilities statement
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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.
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 for the Group's financial statements 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; and
∙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 £543,652 (2024 - £3,328,241).
No dividends were declared in the year (2024: £Nil).
The directors who served during the year were:
J D Innes (resigned 28 March 2025)
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L A J Longhurst (resigned 28 March 2025)
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A S Thomson (resigned 28 March 2025)
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E B Whitefield (resigned 28 March 2025)
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M Neale (resigned 31 July 2024)
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E Thewlis (resigned 28 March 2025)
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PROJECT CAKE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The Board have assessed the viability of the Group and its subsidiaries considering the Group’s current position and cognisant of the potential impact of risks that may affect the business and its trading.
The detailed review of the budgets and forecasts have been concluded to be a reasonable basis upon which to judge the overall viability of the business. The budgets are aligned with the objectives of the Group and its individual subsidiaries.
The Group has cash resources of £13.3m (2024: £9.2m) and is forecast to generate cash throughout the forecast period. Whilst the Group has generated a loss of £0.5m (2024: £3.3m) it should be noted that its EBITDA add exceptional expenses remains strong at £13.8m (2024: £10.8m).
Management have considered whether it is aware of any specific relevant factors, other than more foreseeable risks that any business faces, beyond the forecast period and they have concluded that there are no others of a significantly material nature.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Group’s ability to continue as a going concern. Thus, the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.
Economic impact of global events
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UK businesses are currently facing many uncertainties such as the consequences of environmental sustainability and geopolitical events.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
Project Cake Topco Limited continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
The digital services industry continues to offer opportunities for growth, and the Group focus continues to be on improving performance against its key performance indicators, financial and otherwise. The Group continues to invest in winning new business and customer relationships, along with high quality delivery consultants, enabling us to provide a high-class client service to our valued customers. The directors aim to pursue policies conductive to the well-being of the Group.
Research and development activities
The Group undertakes a number of projects for customers that involves the development, testing and proving of concepts, innovative use of technology and complex technical challenges to fulfil the requirements.
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PROJECT CAKE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Engagement with suppliers, customers and other
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The Group’s engagement with suppliers, customers and others is covered in the Section 172 statement in the Strategic Report.
Disabled Employees
As part of our social value strategy, one of our five themes is 'Diversity, Inclusion and Belonging' with three objectives;
∙Grow and sustain a workforce representative of the communities we serve;
∙Ensure everyone has fair and equal opportunity to work for us, irrespective of personal circumstance or background;
∙Transparent reward and promotion for all
We are currently a Disability Confident Employer Level 2 and are continuing to work towards becoming a Disability Confident Employer Level 3. We ensure that this information is visible on our website and on job applications. Adjustments can be requested as part of the recruitment process (as stated on our website) and we also offer examples of these to help potential candidates.
We have an office strategy which includes ensuring that all Group offices are accessible and we are developing an accessibility scoring system to define criteria when making decisions about new office spaces and to drive continuous improvements in existing facilities.
We have a set of inclusive working guides in our handbook that includes a guide to reasonable adjustments, access to work and workplace passports.
Our Diversity, Inclusion & Belonging (DI&B) forum is in its second year, which supports the delivery of our DI&B strategy and we have employee resource groups (referred to as Communities of Belonging) which includes one focused on disability.
We have developed a career skills framework that provides a fair and transparent promotion and reward process and ensures individuals are recognised based on their skills, experience, hard work and contribution to the business.
We have worked with Disability Action Yorkshire this year to provide a 1 day a week 6 month placement for a disabled individual which aims to give disabled individuals experience of the workplace.
In order to help us track our progress in relation to improving diversity in the business, we ask our staff to self disclose information including in relation to disability (which means that individuals are not required to disclose information should they prefer not to do so). Based on this information, approximately 6% of our permanent workforce consider themselves as having a disability.
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PROJECT CAKE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Streamlined Energy and Carbon Reporting
The Group recognises its responsibilities to good environmental practice, compliance with all applicable environmental legislation and is committed to the continual improvement of environmental performance. To this end, the Group reports under the requirements of the UK Streamlined Energy and Carbon Reporting (SECR) legislation.
This document presents the energy and carbon reporting for the Group in fulfillment of the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 and SECR. The emissions and energy consumption data included relate solely to UK operations, covering all Scope 1 and Scope 2 sources, as well as Scope 3 from fuel used in personal and hire cars for business travel (grey fleet).
GHG Emissions and Energy use for the Reporting Period FY25 (1st April 2024 - 31st March 2025) and FY24 (1st April 2023 - 31st March 2024)
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Scope 1 - Combustion of gas
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Scope 2 - Purchased electricity (location-based)
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Scope 3 - Personal/hire cars on business use
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Intensity ratio - tCO2e per head*
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Scope 1 - Combustion of gas
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Scope 2 - Purchased electricity (location-based)
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Scope 3 - Personal/hire cars on business use
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Intensity ratio - kWh per head*
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* Average headcount FY25 = 484.5 including employees and contractors
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PROJECT CAKE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
SECR Methodology Statement
The methodology used to produce this report is aligned with the UK Government’s Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance March 2019 (Updated Introduction and Chapters 1 and 2). Scope 1, Scope 2 and relevant Scope 3 emissions for the Group have been calculated and are included in the total emissions figure. This covers gas combustion, purchased electricity for own use and transport use as defined in Chapter 2, Section 7 of UK Environmental Reporting Guidelines. Scope 2 emissions are reported on a location-basis.
GHG emissions have been quantified using UK Government emission conversion factors for 2024. Activity data was multiplied by the corresponding conversion factors to calculate kgCO2e, which was then converted into tCO2e by dividing by 1,000 for emissions reporting. Energy consumption is measured in kWh.
GHG emissions were calculated following guidance set out by ISO 14064-1, the global standard for the quantification and reporting of GHG emissions.
∙Scope 1: Gas consumption was determined based on meter readings from the reporting period, with estimates applied where data was unavailable.
∙Scope 2: Electricity consumption was determined based on meter readings from the reporting period, with estimates applied where data was unavailable.
∙Scope 3: Mileage data from employee-owned vehicles was calculated from the expense reimbursement claims recorded by the Group.
Intensity Ratio
We have chosen to report the intensity ratios of tCO2e per average headcount and kWh per average headcount as these are the most appropriate measures for the sector that the organisation operates in, as set out in Annex F of the Environmental Reporting Guidelines guidance.
Energy efficiency actions
The following environmental improvements have been made:
∙90% of all electricity used at leased offices was renewable. 100% target by FY26.
∙Gas supply disconnected during head office refurbishment in Leeds.
∙Gas supply at Mabgate Mills ceased as this office closed during FY25.
∙As part of our Head Office refurbishment in Leeds (Aire St):
∙Old fluorescent lighting replaced with LED.
∙Energy efficient hot water boilers installed in all kitchen tap units.
∙PIR motion sensors installed in low-traffic areas to reduce lighting energy waste.
∙Hybrid working approach implemented to reduce unnecessary travel and office energy use.
∙Sustainable office selection criteria introduced to ensure all new serviced offices meet our environmental standards.
∙Salary sacrifice electric vehicle leasing and bike to work scheme to staff to promote sustainable travel: 30 employees have leased EVs, 26 have purchased bicycles.
∙We also cover the cost of railcards for eligible employees to further promote sustainable commuting and business travel. 14 employees have railcards.
Matters covered in the Group Strategic Report
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The Group’s business review, principal risks and uncertainties, environmental policy, financial performance indicators, payment of creditors and directors’ statement of compliance with duty to promote the success of the Group are presented within the Strategic Report.
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PROJECT CAKE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Disclosure of information to auditor
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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 and the Group'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 and the Group'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 period end.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 30 September 2025 and signed on its behalf.
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PROJECT CAKE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT CAKE TOPCO LIMITED
Opinion
We have audited the financial statements of Project Cake TopCo Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Group’s and the Parent Company’s affairs as at 31 March 2025 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group’s and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s and 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.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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PROJECT CAKE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT CAKE TOPCO LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of 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.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group’s and the Parent Company and their 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 Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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PROJECT CAKE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT CAKE TOPCO LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Group’s and Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-bribery, corruption and fraud and money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as UK tax legislation, pension legislation and the Companies Act 2006.
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PROJECT CAKE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT CAKE TOPCO LIMITED
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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.
Use of the audit 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.
Ashley Barraclough (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
30 September 2025
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PROJECT CAKE TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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Profit for the year attributable to:
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There were no recognised gains and losses for 2025 or 2024 other than those included in the Consolidate Statement of Comprehensive Income.
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The notes on pages 21 to 45 form part of these financial statements.
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PROJECT CAKE TOPCO LIMITED
REGISTERED NUMBER: 13242903
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
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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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Net current (liabilities)/assets
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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 30 September 2025.
The notes on pages 21 to 45 form part of these financial statements.
- 15 -
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PROJECT CAKE TOPCO LIMITED
REGISTERED NUMBER: 13242903
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
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Debtors: amounts falling due after more than one year
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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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Capital redemption reserve
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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 loss after tax of the Parent Company for the period was £2,449,779 (2024 profit after tax: £1,840,037).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.
The notes on pages 21 to 45 form part of these financial statements.
- 16 -
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PROJECT CAKE TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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Capital redemption reserve
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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Total transactions with owners
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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Exercise of share options
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Total transactions with owners
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The notes on pages 21 to 45 form part of these financial statements.
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- 17 -
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PROJECT CAKE TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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Capital redemption reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Exercise of share options
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Total transactions with owners
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The notes on pages 21 to 45 form part of these financial statements.
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- 18 -
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PROJECT CAKE TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
Cash flows from operating activities
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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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Profit on disposal of tangible assets
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Adjustment in relation to RDEC income (note 6)
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Decrease/(increase) in debtors
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Net cash generated from operating activities
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Cash flows from investing activities
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Sale of intangible assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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- 19 -
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PROJECT CAKE TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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Cash flows from financing activities
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Increase in amounts owed to groups
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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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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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- 20 -
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PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Project Cake TopCo Limited (the "Company") is a private company, limited by shares, registered in England and Wales registered number 13242903. The registered office and principal place of business is 24-26 Aire Street, Leeds, United Kingdom, LS1 4HT.
The principal activity of the Group is the provision of digital services, primarily to the Public Sector. The Company's principal activity is that of a holding company.
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 following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
- 21 -
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PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The Board have assessed the viability of the Group and its subsidiaries considering the Group’s current position and cognisant of the potential impact of risks that may affect the business and its trading.
The detailed review of the budgets and forecasts have been concluded to be a reasonable basis upon which to judge the overall viability of the business. The budgets are aligned with the objectives of the Group and its individual subsidiaries.
The Group has cash resources of £13.3m (2024: £9.2m) and is forecast to generate cash throughout the forecast period.
Management have considered whether it is aware of any specific relevant factors, other than more foreseeable risks that any business faces, beyond the forecast period and they have concluded that there are no others of a significantly material nature.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Group’s ability to continue as a going concern. Thus, the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.
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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'.
- 22 -
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PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
- 23 -
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PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
- 24 -
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|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Current and deferred taxation
|
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.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
- 25 -
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PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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:
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.
- 26 -
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PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
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
|
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.
- 27 -
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PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
- 28 -
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PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
- 29 -
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PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
In applying the Group's accounting policies, the directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgments in applying the Group's accounting policies
The critical judgments that the directors have made in the process of applying the Group's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Key sources of estimation uncertainty
Determining residual values and useful economic lives of intangible fixed assets
The Group amortises intangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on the historic performance as well as expectation about future use and therefore requires estimates and assumptions to be applied by management.
The whole of the turnover arose as a result of the principal activity.
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All turnover arose within the United Kingdom.
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Exceptional administrative expenses
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Fees relating to acquisition of group
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- 30 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Government grants receivable
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The operating profit is stated after charging/(crediting):
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Other operating lease rentals
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During the year, the Group obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditor in respect of:
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Taxation compliance services
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All non-audit services not included above
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- 31 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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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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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 5 directors (2024 - 7) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £212,000 (2024 - £162,420).
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|
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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 £12,994 (2024 - £41,618).
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- 32 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
Interest receivable and similar income
|
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Amortisation of capitalised finance costs
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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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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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- 33 -
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|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
13.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Loss on ordinary activities before tax
|
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Movement in deferred tax not recognised
|
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Adjustments to tax charge in respect of prior periods - deferred tax
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Other differences leading to an increase in the tax charge
|
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Total tax charge for the year
|
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|
|
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
- 34 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 35 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 36 -
|
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PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
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Investments in subsidiary companies
|
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The following were subsidiary undertakings of the Company:
|
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Project Cake MidCo Limited
|
24-26 Aire Street, Leeds, England, LS1 4HT
|
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Project Cake BidCo Limited*
|
24-26 Aire Street, Leeds, England, LS1 4HT
|
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1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
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Shed Data Services Limited*
|
1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
|
|
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1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
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|
- 37 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
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Amounts owed by group undertakings
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Amounts owed to group undertakings is made up of an intercompany loan totalling £6,424,894 (2024: £5,949,047), which incurs interest at 8% per annum and is repayable in March 2028, and an intercompany loan totalling £26,815,493 (2024: £24,953,359), which incurs interest at 8% per annum and is repayable in March 2027. The remaining amounts owed by group undertakings are interest free.
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Amounts owed by group undertakings
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Prepayments and accrued income
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A loan of £517,767 (2024: £479,420) between Project Cake TopCo Limited and Project Cake MidCo Limited is included in amounts owed by group undertakings. This loan is repayable on demand and incurs interest at 8% per annum. The remaining amounts owed by group undertakings are repayable on demand and interest free.
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Cash and cash equivalents
|
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|
- 38 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
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 repayable on demand and interest free.
Amounts owed to group undertakings in the Group relate to amounts owed to parent undertakings.
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Creditors: Amounts falling due after more than one year
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Amounts owed to other participating interests
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|
Amounts owed to other participating interests, Shareholder loans and Bank loans were all repaid/refinanced to Agility Midco Limited as part of the acquisition of the Group.
- 39 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
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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 2-5 years
|
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Amounts falling due after more than 5 years
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The shareholder loans are secured by way of fixed and floating charge over the assets of the Company and the assets of other Group companies as follows: Project Cake Topco Limited, Project Cake Bidco Limited, Hippo Digital Limited, Converging Data Limited, Shed Data Services Limited and The Data Shed Limited.
The bank loans are secured by way of fixed and floating charge over the assets of the Company and the assets of other Group companies as follows: Project Cake Topco Limited, Project Cake Bidco Limited, Hippo Digital Limited, Converging Data Limited, Shed Data Services Limited and The Data Shed Limited.
The bank loans falling due in more than 5 years incurs interest at SONIA + 2.75% per annum.
Amounts owed to other participating interests, Shareholder loans and Bank loans were all repaid/refinanced to Agility Midco Limited as part of the acquisition of the Group.
|
- 40 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
|
The deferred taxation balance is made up as follows:
|
|
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|
|
|
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|
|
|
|
|
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|
|
Accelerated capital allowances
|
|
|
|
|
Losses and other deductions
|
|
|
|
|
Short term timing differences
|
|
|
|
|
|
|
|
- 41 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
36,704,545 (2024 - 36,704,545) A shares of £0.001 each
|
|
|
|
|
|
49,191,608 (2024 - 49,191,608) B1 shares of £0.001 each
|
|
|
|
|
|
3,111,821 (2024 - 3,111,821) B2 shares of £0.001 each
|
|
|
|
|
|
552,969 (2024 - 552,969) B3 shares of £0.001 each
|
|
|
|
|
|
7,594,000 (2024 - 1,250,000) C1 shares of £0.001 each
|
|
|
|
|
|
7,803,000 (2024 - 1,250,000) C2 shares of £0.001 each
|
|
|
|
|
|
1,175,000 (2024 - Nil) C3 shares of £0.001 each
|
|
|
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|
|
3,000,000 (2024 - Nil ) D1 shares of £0.001 each
|
|
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|
|
Ordinary shares A, B1, B2, B3, C1, C2, C3 and D1 have full voting rights, are entitled to receive dividends prorated according to the number of equity shares held and are not redeemable.
|
On the 31 July 2024, the Company repurchased and subsequently cancelled 1,250,000 C2 Ordinary shares. The shares were repurchased for consideration of £223,000.
On 28 March 2025, the Company issued 6,344,000 C1 Ordinary shares with a nominal value £0.001 at £0.024 per share, as part of their share option release.
On 28 March 2025, the Company issued 7,803,000 C2 Ordinary shares with a nominal value £0.001 at £0.024 per share, as part of their share option release.
On 28 March 2025, the Company issued 1,175,000 C3 Ordinary shares with a nominal value £0.001 at £0.024 per share, as part of their share option release.
On 28 March 2025, the Company issued 3,000,000 D1 Ordinary shares with a nominal value £0.001 at £0.024 per share, as part of their share option release.
- 42 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Share premium account
This reserve records the amount above the nominal value received for shares sold, less transactions costs.
Capital redemption reserve
This reserve records the value of the Parent Company's own shares that have been re-purchased.
Share option reserve
The share option reserve represents the fair value of options granted that have not yet vested as at the balance sheet date.
Profit & loss account
The profit and loss account comprises accumulated profits and losses less any dividends declared by the balance sheet date.
- 43 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
|
|
|
During the financial period ended 31 March 2022, the Company created a share option scheme for certain employees. Options are exercisable at a pre-determined price on the date of the grant. The options vest upon a change of control in Project Cake Topco Limited. The exercise of options is dependent on eligible employees and people engaged by the Company remaining within the Company's employment.
The options are settled in equity once exercised. If the options remain unexercised after a period of 10 years from the date of the grant, the options lapse. There were no changes to the terms of the plan during the year.
|
|
|
|
Weighted average exercise price (pence)
2025
|
|
Weighted average exercise price
(pence)
2024
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the beginning of the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited during the year
|
|
|
|
|
|
|
Outstanding at the end of the year
|
|
|
|
|
As at 31 March 2025 Project Cake Midco Limited has shareholder loan balances outstanding of £Nil (2024: £17,651,466). These loans were secured by way of fixed and floating charges over the assets of the company and the assets of other Group companies as follows: Project Cake Topco Limited, Project Cake Bidco Limited, Hippo Digital Limited and Converging Data Limited.
As at 31 March 2025 Project Cake Midco Limited has shareholder loan balances outstanding of £Nil (2024: £14,645,856). These loans were secured by way of fixed and floating charges over the assets of the company and the assets of other Group companies as follows: Project Cake Topco Limited, Project Cake Bidco Limited and Hippo Digital Limited.
The Group operates a money purchase 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 £1,659,995 (2024: £1,218,361). Contributions totalling £466,851 (2024: £185,331) were payable to the fund at the reporting date and are included in creditors.
- 44 -
|
|
PROJECT CAKE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
Commitments under operating leases
|
|
|
At 31 March 2025 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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|
|
|
|
|
|
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|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
Related party transactions
|
|
|
The Group has taken advantage of the exemption available under Financial Reporting Standard 102 section 33 relating to the disclosure of related party transactions between wholly owned Group companies.
During the year the Group incurred and paid interest on loan notes issued to shareholders amounting to £1,434,811 (2024: £1,434,811). Balances outstanding at 31 March 2025 in respect of these loan notes totalled £Nil (2024: £17,651,466).
During the year the Group incurred interest of £520,645 (2024: £559,001) on loan notes issued to key management personnel. Balances outstanding at 31 March 2025 in respect of these loan notes totalled £Nil (2024: £6,987,500).
The Group also made payments totalling to £78,700 (2024: £78,725) to Growth Capital Partners LLP for management charges and other expenses.
At the balance sheet date, the Group owed deferred consideration totalling £145,744 (2024: £550,819) in respect of the acquisition of the Shed Data Service group that took place in March 2024.
|
From 28th March 2025, the immediate Parent Company is Agility Bidco Limited and the ultimate controlling party is Agility Topco Limited, a Company registered in England and Wales.
The Group's results are not included within any other consolidated statements.
The Company's ultimate parent undertaking is Agility Topco Limited, a Company registered in England
and Wales.
- 45 -
|
|
|