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Registered number: 13986644
PROJECT BOWDON TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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PROJECT BOWDON TOPCO LIMITED
PARENT COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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PROJECT BOWDON 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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Parent company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Parent 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 BOWDON TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present the Strategic Report of Project Bowdon Topco Limited (the “Parent Company”) and its subsidiaries (together the “Group”) for the year ended 31 March 2025.
Business review and future developments
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The Group is the UK’s leading ‘pureplay’ Intelligent Automation (“IA”) and Artificial Intelligence (“AI”) services provider to businesses across a wide range of sectors. The Group aims to enable businesses to focus on their core purpose by automating time consuming, repetitive tasks. The business is underpinned by a strong technical consultant workforce based out of its head office in Manchester with a further office in Leeds.
Performance and growth in the year ended 31 March 2025 continued to be strong with the ongoing strengthening of relationships with long-standing clients plus the addition of new blue chip clients and expansion into public sector clients.
The Group has continued to invest in its people via training and recruitment of senior level consultants.
Principal risks and uncertainties
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The Group’s client base is diversified across a number of different business sectors and includes financial services, retail and travel as well as significant expansion into the public sector. This means there is limited risk to the business due to over exposure in one sector. In addition the majority of clients are blue chip, household names.
The Group’s clients are largely UK or European based so there is limited exposure to overseas markets however the Company is exposed to any domestic economic issues.
The business will be exposed to operational risks as it continues to expand. In addition to this, the sector continuously develops and technology changes. This risk is being managed through ongoing investment in new systems, processes, training of consultants and recruitment of senior team members.
Financial key performance indicators
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Revenue increased year on year from £13.9m in the year to 31 March 2024 to £17.0m in the year to 31 March 2025. This was driven through the acquisition of new clients and an increase in headcount. Gross profit increased from £5.7m in year to 31 March 2024 to £6.6m for the year to 31 March 2025.
Management also measures performance of the Company using indicators such as EBITDA, staff utilisation, debtor days, cash generated and accrued income days.
This report was approved by the board on 30 October 2025 and signed on its behalf.
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PROJECT BOWDON 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 parent 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; 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 parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent 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 parent 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 £5,242,007 (2024 - loss £6,296,679).
The directors who served during the year were:
Qualifying third party indemnity provisions
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The Company had directors' and officers' indemnity insurance in place throughout the year.
Matters covered in the Group Strategic Report
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Certain information not shown in the Directors' Report is shown in the Strategic Report on pages 1 & 2 instead in accordance with Section 414C(11) of the Companies Act 2006. This includes a business review, future developments and principal risks and uncertainties.
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PROJECT BOWDON 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 parent 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 parent company and the Group's auditor is aware of that information.
The directors have assessed the Group's ability to continue as a going concern and concluded that the use of the going concern basis of accounting is appropriate because there are no material uncertainties to events, or conditions that may cast significant doubt about the ability of the Group to continue as a going concern. The Group’s projections, taking account of reasonable possible changes in trading performance, show that the Group will continue to operate within its current facilities. The Group has net liabilities of £5,502,547 (2024: £888,665) and net current assets of £1,499,316 (2024: £6,084,884 net current liabilities). However, the directors are of the opinion that the Group is still a going concern as the Group has a Letter of Support from its financiers which will ensure that all obligations of the Group are able to be settled in the ordinary course of business.
In addition, the Group has cash resources of £2.16m (2024: £1.76m) and generated EBITDA of £2.68m (2024: £1.63m) in the year under review.
UK businesses are currently facing many uncertainties such as persistent inflationary pressures, fluctuating interest rates, labour market constraints, and wider geopolitical instability, including the ongoing conflict in Ukraine and tensions in the Middle East. These uncertainties contribute to an environment where there exists a range of issues and risks, including rising costs, supply chain disruptions, and new ways of working.
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 the impact of these events is not significant, 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 Bowdon 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.
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 October 2025 and signed on its behalf.
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PROJECT BOWDON TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT BOWDON TOPCO LIMITED
Opinion
We have audited the financial statements of Project Bowdon 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 Statements of Financial Position, the Consolidated and Company Statements 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 and the parent company'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 and the 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 BOWDON TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT BOWDON 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 and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the 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 BOWDON TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT BOWDON TOPCO 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 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 intend either 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 and the parent company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: Employment 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 the 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 the 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 tax legislation, pension legislation, the Companies Act 2006.
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PROJECT BOWDON TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT BOWDON 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 override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the occurrence assertion for consulting services), 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 parent 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 parent 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 parent company and the parent 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
31 October 2025
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PROJECT BOWDON 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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Foreign exchange movement
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Other comprehensive income for the year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the Consolidated Statement of Comprehensive Income.
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The notes on pages 16 to 38 form part of these financial statements.
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PROJECT BOWDON TOPCO LIMITED
REGISTERED NUMBER: 13986644
CONSOLIDATED 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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Net current assets/(liabilities)
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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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PROJECT BOWDON TOPCO LIMITED
REGISTERED NUMBER: 13986644
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2025.
The notes on pages 16 to 38 form part of these financial statements.
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PROJECT BOWDON TOPCO LIMITED
REGISTERED NUMBER: 13986644
PARENT 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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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 year was £145,054 (2024:£109,940).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2025.
The notes on pages 16 to 38 form part of these financial statements.
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PROJECT BOWDON TOPCO LIMITED
CONSOLIDATED 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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Foreign exchange movement
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Other 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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Foreign exchange movement
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Other 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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Shares issued during the year
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The notes on pages 16 to 38 form part of these financial statements.
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PROJECT BOWDON TOPCO LIMITED
PARENT COMPANY 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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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 16 to 38 form part of these financial statements.
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PROJECT BOWDON 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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Amortisation of finance charges
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of secured loans
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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PROJECT BOWDON TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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Cash and cash equivalents at beginning of year
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Foreign exchange gains and losses
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Project Bowdon Topco Limited (the "Company") is a private company, limited by shares, and incorporated in England and Wales, registered number 13986644. The registered office and principal place of business is Level 8 Transmission, Atherton Street, Manchester, United Kingdom, M3 3GS.
The principal activity of the Company is that of a holding company.
The principal activity of the Group is a provider of information technology consultancy services.
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 parent 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 Company's functional and presentational currency is GBP, rounded to the nearest £.
The consolidated financial statements present the results of the parent 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.
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Parent 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 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.
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PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The directors have assessed the Group's ability to continue as a going concern and concluded that the use of the going concern basis of accounting is appropriate because there are no material uncertainties to events, or conditions that may cast significant doubt about the ability of the Group to continue as a going concern. The Group’s projections, taking account of reasonable possible changes in trading performance, show that the Group will continue to operate within its current facilities. The Group has net liabilities of £5,502,547 (2024: £888,665) and net current assets of £1,499,316 (2024: £6,084,884 net current liabilities). However, the directors are of the opinion that the Group is still a going concern as the Group has a Letter of Support from its financiers which will ensure that all obligations of the Group are able to be settled in the ordinary course of business.
In addition, the Group has cash resources of £2.16m (2024: £1.76m) and generated EBITDA of £2.68m (2024: £1.63m) in the year under review.
UK businesses are currently facing many uncertainties such as persistent inflationary pressures, fluctuating interest rates, labour market constraints, and wider geopolitical instability, including the ongoing conflict in Ukraine and tensions in the Middle East. These uncertainties contribute to an environment where there exists a range of issues and risks, including rising costs, supply chain disruptions, and new ways of working.
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 the impact of these events is not significant, 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 Bowdon 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.
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|
PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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|
|
Foreign currency translation
|
Functional and presentation currency
The parent company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙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.
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PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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PROJECT BOWDON 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 parent 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.
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PROJECT BOWDON 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, on the following bases.
Depreciation is provided on the following basis:
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Long-term leasehold property
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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PROJECT BOWDON 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.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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.
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PROJECT BOWDON 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)
|
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
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.
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 payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.
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|
PROJECT BOWDON 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)
|
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.
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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 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.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
(ii) Impairment of goodwill and other intangibles
At each reporting date, the Group reviews the carrying amounts of its intangible assets (other than goodwill) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the extent of the impairment loss (if any).
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PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
3.Judgments in applying accounting policies (continued)
Key sources of estimation uncertainty
Management have not identified any key sources of estimation uncertainty in the preparation of the financial statements.
The whole of the turnover is attributable to the principal activity of the Group.
Analysis of turnover by country of destination:
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The operating loss is stated after charging:
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Other operating lease rentals
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Depreciation of tangible fixed assets
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Amortisation of intangible fixed assets
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|
Defined contribution pension costs
|
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|
PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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During the year, the Group obtained the following services from the parent company's auditor:
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Fees payable to the parent company's auditor for the audit of the consolidated and parent company's financial statements
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Taxation compliance services
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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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|
PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 4 directors (2024 - 6) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £138,768 (2024 - £114,981).
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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 £4,361 (2024 - £1,321).
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Other loan interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Interest on deferred consideration
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|
PROJECT BOWDON TOPCO 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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Foreign tax on income for the year
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Origination and reversal of timing differences
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PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
12.Taxation (continued)
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Factors affecting tax charge for the year
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|
The tax assessed for the year is higher than (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%/19%
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Goodwill amortisation not deductible
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Adjustments to brought forward values
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Higher rate taxes on overseas earnings
|
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Adjustments to tax charge in respect of prior periods - deferred tax
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Adjustments to tax charge in respect of prior periods
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Movement in deferred tax not recognised
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Other differences leading to an increase (decrease) in the tax charge
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Total tax charge for the year
|
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Factors that may affect future tax charges
|
The Group has tax losses of £1,776,329 (2024: £1,757,101) available for utilisation against future taxable profits, on which a deferred tax asset has not been recognised in these financial statements due to uncertainty over the timing and quantum of utilisation.
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Exceptional costs are in regard to legal fees relating to one off events, monitoring fees and cost relating to one off employment costs, fees associated with banking facilities and one off accounting costs.
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|
PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
Long-term leasehold property
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Charge for the year on owned assets
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On 8 July 2022 a fixed and floating charge was registered over all property and undertakings of Robiquity Limited. The entitled party is Growth Capital Partners Nominees Limited.
On 16 May 2023 a fixed and floating charge was registered over all property and undertakings of Robiquity Limited. The entitled party is National Westminster Bank PLC as Security Agent for the Secured Parties.
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PROJECT BOWDON 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 parent company:
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Project Bowdon Midco Limited
|
Level 8 Transmission, Atherton Street, Manchester, M3 3GS
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*Project Bowdon Bidco Limited
|
Level 8 Transmission, Atherton Street, Manchester, M3 3GS
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Level 8 Transmission, Atherton Street, Manchester, M3 3GS
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Level 8 Transmission, Atherton Street, Manchester, M3 3GS
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3000 El Camino Real, Building 4, Suite 200 Palo Alto, California, 94306, USA
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Dubai Media City, Building 5, Al Sufouh, Al Sufouh 2, Dubai
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Building 227, 2nd Sector, City Centre, 5th Settlement, New Cairo, Egypt
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Subsidiaries marked with a * are companies which are indirectly held by Project Bowdon Topco Limited.
The UK following companies were exempt from the requirements relating to the audit of individual financial statements by virtue of Section 479A of the Companies Act 2006:
Project Bowdon Midco Limited
Project Bowdon Bidco Limited
Robiquity Group Limited
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PROJECT BOWDON TOPCO 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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Called up share capital not paid
|
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Prepayments and accrued income
|
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
|
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|
PROJECT BOWDON 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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Included within bank loans is £400,000 (2024: £Nil). This is secured through a floating and fixed charge over Project Bowdon Midco Limited property and undertakings. The entitled party is National Westminster Bank PLC as Security Agent for the Secured Parties.
Included within other loans is £Nil (2024: £7,964,152) which relate to loan notes. These are secured through a floating and fixed charge over Project Bowdon Midco Limited property and undertakings. The entitled party is Growth Capital Partners Nominees Limited.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
The interest rate on the other loan is 8% per annum.
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Creditors: Amounts falling due after more than one year
|
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These other loans are due to be repaid in full in July 2029. The interest rate is 8% per annum.
Included within other loans is £25,386,857 (2024: £25,287,698) which relate to loan notes. These are secured through a floating and fixed charge over Project Bowdon Midco Limited property and undertakings. The entitled parties are Growth Capital Partners Nominees Limited and National Westminster Bank PLC as Security Agent for the Secured Parties.
|
|
PROJECT BOWDON 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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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Post balance sheet date, there are no significant transactions that would cause a significant difference to the deferred taxation balance.
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PROJECT BOWDON TOPCO 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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577,346 (2024 - 577,346) Ordinary A shares of £0.01 each
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205,263 (2024 - 205,263) Ordinary B shares of £0.01 each
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215,991 (2024 - 166,000) Ordinary C shares of £0.01 each
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17,891 (2024 - 17,391) Deferred shares of £0.01 each
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The A, B and C shares have attached to them full voting, dividend and capital distribution rights, however they do not confer any rights to redemption.
The Deferred shares do not carry any rights to vote, to receive dividends, or to participate in any other distribution, and otherwise carry the rights and restrictions attaching to them as set out in the Company’s articles of association.
The comparative information for 2024 has been restated to reflect the redesignation of 17,391 B Ordinary shares of £0.01 each into Deferred shares in April 2023.
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On 4 June 2024, 50,491 C Ordinary shares, with a nominal value of £0.01, were allotted for total consideration of £681,629.
On 30 March 2025, 500 C ordinary shares of £0.01 each in the capital of the Company were redesignated as Deferred shares of £0.01 each.
The Deferred shares do not carry any rights to vote, to receive dividends, or to participate in any other distribution, and otherwise carry the rights and restrictions attaching to them as set out in the Company’s articles of association.
Share premium account
This reserve records the amount above the nominal value received for shares sold, less transactions costs.
Foreign exchange reserve
Comprises translation differences arising from the translation of financial statements of the Group's foreign entities into Sterling.
Profit and loss account
Profit and Loss account includes accumulated profit and loss, net of distribution to shareholders.
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PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £236,445 (2024: £112,592). Contributions totalling £58,508 (2024: £34,384) were payable to the fund at the reporting date and are included in creditors.
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Commitments under operating leases
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At 31 March 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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The company had no other commitments under operating leases.
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PROJECT BOWDON TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Related party transactions
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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.
At the balance sheet date the company owes £2,919 (2024: £7,672) to key management personnel.
During the period key management paid lease termination fee via the Company totalling £1,935.
Key management personnel are deemed to be directors.
Included within other loans (note 21) is £25,386,857 (2024: £33,251,850), which are loan notes issued to Growth Capital Partners Nominees Limited the Group's ultimate controlling party. Within the period £2,216,700 (2024: £2,710,900) interest was charged on the balance and £164,463 (2024: £677,724) interest paid.
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Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The ultimate controlling party is Growth Capital Partners Nominees Limited.
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