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Registered number: 14203277 INDEPENDENCE BIDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
INDEPENDENCE BIDCO LIMITED COMPANY INFORMATION
Directors | K S Ellis
| N J Gilbert
| A F McNee
| S W Wilson
| R S Grainger
| A S Lewis
| M D A Morris
Registered number | 14203277
Registered office | Cannon Place
| 78 Cannon Street
| London
| EC4N 6AF
Independent auditor | MHA
| 910 The Crescent
| Colchester Business Park
| Colchester
| Essex
| CO4 9YQ
Bankers | Standard Bank Isle of Man Limited
| 1 Circular Road
| Douglas
| IM1 1SB
INDEPENDENCE BIDCO LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 3
Independent Auditor's Report | 4 - 7
Statement of Comprehensive Income | 8
Balance Sheet | 9
Statement of Changes in Equity | 10
Notes to the Financial Statements | 11 - 19
INDEPENDENCE BIDCO LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2025
Introduction
The directors present their strategic report for the year ended 31 March 2025.
Business review
Independence Bidco Limited is a private company limited by shares. A summary of the Company's results is provided in the Statement of Comprehensive income and is in line with the directors’ expectations.
Principal risks and uncertainties
The Company is exposed to market and performance risks due to the potential underperformance of trading companies which could reduce the Company’s revenue and may impair its investment assets. The Company mitigates this by ensuring adherence to the relevant management strategies reported in the reports of the trading subsidiaries. The trading subsidiaries risk management frameworks (including the regulatory Business Risk Assessments, Technical Risk Assessments and Client Risk Assessments) have been developed to ensure the highest standards of adherence to relevant regulatory requirements and to provide clarity on risk governance and oversight, whilst encouraging ownership and accountability in each business. The frameworks summarise the formal processes for identification, assessment, mitigation, reporting, monitoring and review of risks.
Financial key performance indicators
This report was approved by the board and signed on its behalf.
................................................ N J Gilbert Director
Date: 26 September 2025
Page 1
INDEPENDENCE BIDCO 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.
Principal activity
The Company's principal activity during the year was that of a holding company.
Results and dividends
The loss for the year, after taxation, amounted to £3,662,121 (2024 - loss £4,025,493).
Directors
The Directors who served during the year were:
K S Ellis
N J Gilbert
A F McNee
S W Wilson
R S Grainger
A S Lewis
M D A Morris
Directors' responsibilities statement
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.
Qualifying third party indemnity provisions
The Group has qualifying third party indemnity provisions for all the Directors of the company. Page 2
INDEPENDENCE BIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Disclosure of information to auditor
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
Subsequent to the year end, the Group refinanced its existing loan facility. On 21 July 2025, a new facility of £23,800,000 was agreed with HSBC. The facility is repayable over a term of 7 years and currently carries a blended interest rate of 5.25% plus SONIA. This report was approved by the board and signed on its behalf.
................................................ N J Gilbert Director
Date: 26 September 2025
Page 3
INDEPENDENCE BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INDEPENDENCE BIDCO LIMITED
Opinion
We have audited the financial statements of Independence BidCo Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). 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 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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. Page 4
INDEPENDENCE BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INDEPENDENCE BIDCO LIMITED (CONTINUED)
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. 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.
Opinion 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 the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. 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.
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 either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 5
INDEPENDENCE BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INDEPENDENCE BIDCO LIMITED (CONTINUED)
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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims; ∙Enquiry of the entity staff in compliance functions to identify any instances of non-compliance with laws and regulations; ∙Peforming audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business for reviewing accounting estimates for bias; ∙Reviewing minutes of meetings of those charged with governance; and ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. Page 6
INDEPENDENCE BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INDEPENDENCE BIDCO LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Ryan Swann BA FCA (Senior Statutory Auditor) for and on behalf of MHA Statutory Auditor Colchester, United Kingdom Date: MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).26 September 2025 Page 7
INDEPENDENCE BIDCO LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2025
| 2025 | 2024
Note | £ | £
Administrative expenses |  | (630,759) | (822,525)
Exceptional administrative expenses |  | - | (152,528)
Operating loss | 4 | (630,759) | (975,053)
Interest receivable and similar income | 6 | 1,884,823 | 1,256,456
Interest payable and similar expenses | 7 | (4,916,185) | (4,306,896)
Loss before tax |  | (3,662,121) | (4,025,493)
Tax on loss |  | - | -
Loss for the financial year |  | (3,662,121) | (4,025,493)
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 11 to 19 form part of these financial statements.
Page 8
INDEPENDENCE BIDCO LIMITED REGISTERED NUMBER: 14203277 BALANCE SHEET AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Non-current assets |  |  |  |  |
Investments | 8 |  | 23,398,456 |  | 23,398,456
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 9 | 20,914,723 |  | 13,992,348 |
Cash at bank and in hand | 10 | 13,175 |  | 24,422 |
|  | 20,927,898 |  | 14,016,770 |
Creditors: amounts falling due within one year | 11 | (31,900,183) |  | (29,774,653) |
Net current liabilities |  |  | (10,972,285) |  | (15,757,883)
Total assets less current liabilities |  |  | 12,426,171 |  | 7,640,573
Creditors: amounts falling due after more than one year | 12 |  | (20,510,043) |  | (12,062,324)
Net liabilities |  |  | (8,083,872) |  | (4,421,751)
Capital and reserves |  |  |  |  |
Called up share capital | 13 |  | 1 |  | 1
Profit and loss account | 14 |  | (8,083,873) |  | (4,421,752)
|  |  | (8,083,872) |  | (4,421,751)
These financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ N J Gilbert
Director
Date: 26 September 2025
The notes on pages 11 to 19 form part of these financial statements. Page 9
INDEPENDENCE BIDCO LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 29 April 2023 | 1 | (396,259) | (396,258)
Loss for the year | - | (4,025,493) | (4,025,493)
At 1 April 2024 | 1 | (4,421,752) | (4,421,751)
Loss for the year | - | (3,662,121) | (3,662,121)
At 31 March 2025 | 1 | (8,083,873) | (8,083,872)
| The notes on pages 11 to 19 form part of these financial statements.
Page 10
INDEPENDENCE BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
The Company was incorporated in England and Wales, regsitered number 14203277 and is a private company limited by shares. The Company's registered office is Cannon Place, 78 Cannon Street, London, England, EC4N 6AF. The company's functional and presentational currency is (£) and financial statements are rounded to the nearest £ sterling. The following principal accounting policies have been applied: 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
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.
| 2.2 | Expenses
Expenses including employee costs are accounted for on an accruals basis.
| 2.3 | Financial Reporting Standard 102 - reduced disclosure exemptions
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; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Independence Topco Limited as at 31 March 2025 and these financial statements may be obtained from the Registrar of Companies.
| 2.4 | Exemption from preparing consolidated financial statements
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. Page 11
INDEPENDENCE BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.5 | Going concern
The company made an operating loss for the period and has net current liabilities. The company meets its working capital requirements through financial support from the ultimate controlling party and is dependent on this continuing support. The Directors are confident the support will continue to be made available to allow the company to trade for the foreseeable future. For this reason the financial statements have been prepared on a going concern basis which presumes the realisation of assets and liabilities in the normal course of business.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Finance costs
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.
| 2.8 | Impairment of investments
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.9 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.10 | Debtors
Short-term debtors including amounts due from related parties are measured at transaction price, less any impairment.
| 2.11 | 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. Page 12
INDEPENDENCE BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.12 | Creditors
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.
| 2.13 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to/from related parties and investments in ordinary shares. Page 13
INDEPENDENCE BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.13 | Financial instruments (continued)
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right shortterm loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Investments in non-derivative instruments that are equity to the issuer are measured: at cost less impairment for all other investments. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
3. | Employees
The average monthly number of employees, including Directors, during the year was 7 (2024 - 7).
4. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | - | 117
5. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 224,377 | 184,122
| Company contributions to defined contribution pension schemes | 11,972 | 11,708
|  | 236,349 | 195,830
Page 14
INDEPENDENCE BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
6. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable from group companies | 1,884,823 | 1,256,456
7. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 2,041,657 | 1,651,276
| Loans from group undertakings | 2,874,528 | 2,655,620
|  | 4,916,185 | 4,306,896
8. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 April 2024 | 23,398,456
| At 31 March 2025 | 23,398,456
Page 15
INDEPENDENCE BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Boston Group Newco Limited | 1 | Ordinary | 100%
| Boston Group Newco (IOM) Limited | 2 | Ordinary | 100%
| Solstice Fed Limited | 2 | Ordinary | 100%
| Solstice Limited | 2 | Ordinary | 100%
| Holborn Tax Services Limited | 2 | Ordinary | 100%
| Boston Advisory (Isle of Man) Limited | 2 | Ordinary | 100%
| Boston Limited | 2 | Ordinary | 100%
| Boston Accounting and Tax Ltd | 2 | Ordinary | 100%
| Boston Group Newco (Malta) Limited | 3 | Ordinary | 100%
| Boston Malta Advisory Limited | 3 | Ordinary | 100%
| Boston Trust Limited | 3 | Ordinary | 100%
| Aqua Trust Group Holdings Limited | 4 | Ordinary | 100%
| Aqua UK Holdings Limited | 4 | Ordinary | 100%
| Aqua Trust Company Limited | 4 | Ordinary | 100%
| Aqua Fund Services Limited | 4 | Ordinary | 100%
| Aqua Nominees Limited | 4 | Ordinary | 100%
| Aqua Nominees (No.1) Limited | 4 | Ordinary | 100%
| Aqua Secretaries Limited | 4 | Ordinary | 100%
| Aqua Trust Services Malta Limited | 5 | Ordinary | 100%
| 1. Cannon Place, 78 Cannon Street, London, England, EC4N 6AF 2. 2nd Floor, St Mary’s Court, 20 Hill Street, Douglas, IM1 1EU 3. Regent House. 52 Fifth Floor, Bisazza Street, Sliema, Malta, SLM 1640 4. 23 Pier Road, ST Helier Jersey JE2 4XW 5. Susan Court B, No. 7. 3rd Floor, Triq II-Prinjolata, Ta'Xbeix, Malta XBX 1130
9. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 20,733,053 | 13,821,024
| Other debtors | 31,240 | 30,871
| Prepayments and accrued income | 150,430 | 140,453
|  | 20,914,723 | 13,992,348
| Amounts due from group undertakings are unsecured and repayable on demand. Interest is charged at a rate of 10% for the year determined by the balance as at the last business day in March.
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INDEPENDENCE BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
10. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 13,175 | 24,422
11. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 218,583 | 180,000
| Amounts owed to group undertakings | 31,619,806 | 29,211,826
| Other creditors | - | 300,000
| Accruals and deferred income | 61,794 | 82,827
|  | 31,900,183 | 29,774,653
| Amounts owed to group undertakings are unsecured and repayable on demand. Interest is charged at a rate of 10% for the year determined by the balance as at the last business day in March.
12. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | 20,510,043 | 12,062,324
| On 25 August 2022, Independence Bidco Limited had negotiated the provision of debt financing from Cordet Lending II S.A.R.L. to part fund the acquisition of Boston Group Newco Limited, a company incorporated in England and Wales and to meet associated costs. The Company, Independence Midco Limited, Solstice Limited, Boston Group Newco (UK) Limited, Boston Group Newco (IOM) Limited and Boston Sponsor Services Limited are the Obligors. The Loan obtained amounted to £8.5 million. The cash for loan was received net of the issue costs. Issue costs of £0.8 million were incurred, which have been deducted from the initial carrying value and will be charged to profit or loss as part of the interest charge over the term of the loan. The rate at which loan interest is payable is a margin of 7.5% above SONIA. The loans are secured over the assets of the obligors and is repayable six years from the drawdown date. In May 2023, the Company drewdown a further £3,150,000 to fund the acquisition of Fedelta Holdings Limited. In December 2023, a further £1,050,000 was drawndown to fund the asset purchase of Turnstone (Isle of Man) Limited. In October 2024, the Company drew down a further £1,500,000 and, in February 2025, the Company drew down another £6,800,000. The purpose of this funding was to fund the acquisition of the Aqua Trust Group Holdings Limited (and its subsidiaries) and Aqua UK Holdings Limited in February 2025.
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INDEPENDENCE BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
13. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary share share of £1.00 | 1 | 1
14. | Reserves
Profit and loss account The profit and loss account represents accumulated profit and losses net of any distributions.
15. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £12,919 (2024 - £13,817). Contributions totalling £Nil (2024 - £Nil) were payable to the fund at the Balance Sheet date.
16. | Related party transactions
| During the year, £70,083 (2024 - £70,000) of consultancy fees were paid to a Director. An amount of £38,583 (2024 - £Nil) is payable at the balance sheet date and included within other creditors. During the year, £150,000 (2024 - £150,000) of monitoring fees were paid to Horizon Capital II Limited Partnership, majority shareholder of the Company. £150,000 plus VAT (2024 - £150,000 plus VAT) was outstanding at the year end and included within other creditors. The company has taken advantage of the exemption conferred by FRS 102 paragraph 33.7 not to disclose transactions with members of the group headed by Independence TopCo Limited on the grounds that 100% of the voting rights are controlled within the group.
17. | Post balance sheet events
Subsequent to the year end, the Group refinanced its existing loan facility. On 21 July 2025, a new facility of £23,800,000 was agreed with HSBC. The facility is repayable over a term of 7 years and currently carries a blended interest rate of 5.25% plus SONIA. Page 18
INDEPENDENCE BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
18. | Controlling party
The Company's ultimate parent undertaking is Independence TopCo Limited, a company incorporated and registered in the UK, with a registered address at Cannon Place, 78 Cannon Street, London, England, EC4N 6AF. Independence TopCo Limited is the smallest and largest group of which Independence BidCo Limited is a member and for which group financial statements have been prepared. The consolidated financial statements of Independence TopCo Limited, in which the Company is included, are publicly available and may be obtained from the Registrar of Companies in England. The Company's immediate parent undertaking is Independence MidCo Limited, company incorporated and registered in the UK, with a registered office at Cannon Place, 78 Cannon Street, London, England, EC4N 6AF. The share capital of Independence TopCo Limited is held by Horizon Capital II Limited Partnership, Horizon Capital II CIP Limited, Rockpool Investments Nominee Limited and The Management shareholders. The ultimate controlling party is Horizon Capital II Limited Partnership.
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