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Project Cake Midco Limited
Registered number: 13244219
Annual report and
audited financial statements
For the year ended 31 March 2025
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PROJECT CAKE MIDCO LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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PROJECT CAKE MIDCO LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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PROJECT CAKE MIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The Directors present the Strategic Report for the year ended 31 March 2025.
Project Cake Midco Limited (“the Company”) is a wholly owned subsidiary of Project Cake Topco Limited. On 28 March 2025 the group headed by Project Cake Topco Limited was acquired by Agility Bidco Limited, post acquisition the ultimate controlling party is Agility Topco Limited.
The Company acts as a holding company. The activities of Project Cake Midco Limited and the subsidiary undertakings, as disclosed within note 9 of the financial statements, are consolidated in the financial statements of the Parent Company, Project Cake Topco Limited.
Principal risks and uncertainties
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The business risks facing the Company are subject to ongoing reviews by management and actions agreed to assess and mitigate, as appropriate, the risks identified.
Financial key performance indicators
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The Directors are of the opinion that analysis of the business of the Company using KPIs is not appropriate for an understanding of the development, performance, or position of the business of the Company.
This report was approved by the board on 30 September 2025 and signed on its behalf.
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PROJECT CAKE MIDCO 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 Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.
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 judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 profit for the year, after taxation, amounted to £135,129 (2024: £33,581).
The Directors who served during the year were:
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A S Thomson (resigned 28 March 2025)
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PROJECT CAKE MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Going concern
Project Cake Midco Limited is part of the Project Cake Topco Group. Management’s assessment of going concern has been performed on a group basis, based on results and forecasts that are prepared on a consolidated basis.
These financial statements have been prepared on a going concern basis. The Directors, having considered the financial position of the Company for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Company to continue as a going concern.
The Directors have prepared forecasts that consider a period of more than 12 months from the signing of the financial statements which show that the Company will be able to continue to operate within its agreed facilities.
The Company has a balance sheet deficit of £230,100 (2024: £365,229) as at 31 March 2025. However, the Company has the continued support of its creditors to the extent the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Accordingly the Directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future and thus they adopt the going concern basis of accounting in preparing the financial statements.
Economic impact of global events
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 Midco 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.
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PROJECT CAKE MIDCO 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's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year 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 MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT CAKE MIDCO LIMITED
Opinion
We have audited the financial statements of Project Cake Midco Limited (the ‘Company’) for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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 Company’s affairs as at 31 March 2025 and of its profit 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 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 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 MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT CAKE MIDCO 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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 MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT CAKE MIDCO LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 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 intend either to liquidate the 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 Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: anti-money laundering regulation, and the Bribery Act 2010.
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 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 Company which were contrary to applicable laws and regulations, including fraud.
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PROJECT CAKE MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT CAKE MIDCO LIMITED
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as UK tax legislation and the Companies Act 2006.
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 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 MIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2025 (2024: £Nil).
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The notes on pages 12 to 22 form part of these financial statements.
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PROJECT CAKE MIDCO LIMITED
REGISTERED NUMBER: 13244219
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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Creditors: amounts falling due after more than one year
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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 12 to 22 form part of these financial statements.
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PROJECT CAKE MIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 12 to 22 form part of these financial statements.
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PROJECT CAKE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Project Cake Midco Limited (the "Company") is a private company, limited by shares and registered in England and Wales registered number 13244219. The registered office is 24-26 Aire Street, Leeds, England, LS1 4HT.
These financial statements have been presented in pound sterling which is the functional currency of the Company, and rounded to the nearest £.
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Project Cake Topco Limited as at 31 March 2025 and these financial statements may be obtained from 24-26 Aire Street, Leeds, LS1 4HT.
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Exemption from preparing consolidated financial statements
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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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PROJECT CAKE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Project Cake Midco Limited is part of the Project Cake Topco Group. Management’s assessment of going concern has been performed on a group basis, based on results and forecasts that are prepared on a consolidated basis.
These financial statements have been prepared on a going concern basis. The Directors, having considered the financial position of the Company for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Company to continue as a going concern.
The Directors have prepared forecasts that consider a period of more than 12 months from the signing of the financial statements which show that the Company will be able to continue to operate within its agreed facilities.
The Company has a balance sheet deficit of £230,100 (2024: £365,229) as at 31 March 2025. However, the Company has the continued support of its creditors to the extent the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Accordingly the Directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future and thus they adopt the going concern basis of accounting in preparing the financial statements.
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.
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 operates and generates income.
Investments in subsidiaries are measured at cost less accumulated impairment.
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PROJECT CAKE MIDCO 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
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 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.
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.
The Company 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 Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
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 Company'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.
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PROJECT CAKE MIDCO 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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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.
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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets an liabilities at the balance sheet date and the amounts reported for reserves and expenses during the year. However, the nature of the estimation means that the actual outcomes could differ from the estimates. The Directors do not believe that there are any such significant judgments within these financial statements.
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PROJECT CAKE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Fees payable to the Company's auditor has been borne by another group company.
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The average monthly number of employees, including Directors during the year was 3 (2024: 3).
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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 cost
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Shareholder loan interest payable
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PROJECT CAKE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Adjustments in respect of previous periods
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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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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Adjustments to tax charge in respect of prior period
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Group relief surrendered/(claimed)
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Movement in deferred tax not recognised
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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PROJECT CAKE MIDCO 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 Bidco Limited
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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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1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
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*Shed Data Services Limited
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1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
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Entities that are marked with * are indirectly held.
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- 18 -
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PROJECT CAKE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Due after more than one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings are made up of an intercompany loan totalling £11,915,257 (2024: £11,030,542), 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.
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Amounts owed by group undertakings
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Within total amounts owed by group undertakings are £43,287,414 (2024: £42,329,257) of intercompany loans with Project Cake Bidco Limited that bear interest at a rate of 8% per annum and repayable on demand and a trading debtor of £2,725,811 (2024 creditor: £598,283) also with Project Cake Bidco Limited which is interest free and repayable on demand.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Included in amounts owed to group undertakings is an intercompany loan of £517,767 (2024: £479,420) which incurs interest at 8% per annum and is repayable on demand and a trading creditor of £14,667,404 (2024: £Nil) with Hippo Digital Limited, and a trading creditor of £37,029,775 (2024: £Nil) with Project Cake Topco. The trading balances are interest free and repayable on demand.
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- 19 -
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PROJECT CAKE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Amounts owed to other participating interests
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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.
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.
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Analysis of the maturity of loans is given below:
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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.
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- 20 -
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PROJECT CAKE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Allotted, called up and fully paid
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1 (2024 - 1) Ordinary share of £1.00
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Profit & loss account
The profit and loss account comprises accumulated profits and losses less any dividends declared by the balance sheet date.
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, Shed Data Services Limited and The Data Shed Limited.
As at 31 March 2025 Project Cake Midco Limited has bank 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, Hippo Digital Limited, Shed Data Services Limited and The Data Shed Limited.
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Related party transactions
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The Company has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures' not to provide disclosures of transactions entered into with wholly owned companies within the group.
During the year the Company incurred and paid interest on loan notes issued to shareholders amounting to £1,159,633 (2024: £1,745,743). Balances outstanding at 31 March 2025 in respect of these loan notes totalled £Nil (2024: £17,651,466).
During the year the Company 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: £7,911,372).
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- 21 -
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PROJECT CAKE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The immediate parent company is Project Cake Topco Limited and the ultimate controlling party is Agility Topco Limited, a Company registered in England and Wales.
Project Cake Topco Limited, a company registered in England and Wales prepared consolidated financial statements and is the smallest and largest group into which the Company is consolidated. Copies of these financial statements are available from Companies House.
The Company's ultimate parent undertakings is Agility Topco Limited, a Company registered in England and Wales.
- 22 -
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