Company registration number 15095132 (England and Wales)
PROJECT BLACKWATER BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PROJECT BLACKWATER BIDCO LIMITED
COMPANY INFORMATION
Directors
Mr R A Dooner
Mr J B Greenbury
(Appointed 15 May 2024)
Company number
15095132
Registered office
2nd Floor
122 Colmore Row
Birmingham
B3 3BD
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
PROJECT BLACKWATER BIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17
PROJECT BLACKWATER BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the period ended 31 March 202 5.

Purpose

Project Blackwater BidCo Ltd (“BidCo”) is a Holding Company.

Principal Activities

The principal activity of the C ompany is to act as a Holding Company.

Further information on the activities of the group are included in the financial statements of the immediate parent undertaking, Project Blackwater Topco Limited.

Review of the business

The Compamy’s financial results for the year and its financial position at the year end can be found in the annexed financial statements. In summary, the Company achieved a loss before tax of £1,589,236 (2024: £1,033,740) for the year and had net liabilities at the year end of £2,622,975 (2024: £1,033,739).

Key performance indicators

The Company uses a range of Key Performance Indicators (KPIs) to measure the effectiveness of operational and financial performance. The financial KPIs surround the financial performance of the Company, in terms of cash and working capital management and profitability as detailed in the financial statements. Non-Financial KPIs focus on the quality, sustainability and development of service provision to ensure that services are successful and positive outcomes achieved, alongside financial performance. These KPIs are monitored on a daily, weekly and monthly basis. The Directors are satisfied with the Companies performance against the KPIs during the year.

Risk Management

Operational Risk Management

The Company has significant experience of managing risks which has enabled it to develop robust policies, procedures and systems. These are continually reviewed to ensure that they are appropriate and provide mitigation against any potential emerging risk. The main areas of focus are regulatory compliance, service provision, data protection, customer service, financial management and employee related matters.

Financial Risk Management

The Company’s operations expose it to a variety of financial risks that include pressure on price risk, credit risk, liquidity risk, cash flow and interest rate risk, The Group has in place a risk management programme that seeks to limit potential adverse effects on the financial performance of the Group by monitoring levels of income, expenditure and liquidity.

Price Risk

The level of fees charged by the Company for its services continues to be set at levels deemed by the Directors to be excellent value for money, very competitive and at arms-length. The risk is managed where relevant through contract management and agreeing pricing on an annual appropriate contract length basis ahead of provision of services, where possible.

Liquidity Risk

The Company can utilise its borrowing facilities and as such this risk is considered to be relatively low. The level of the Groups borrowing facilities are actively reviewed by Management.

Cash flow and Interest Rate Risk

The Group prepares and reviews timely cash flow projections monitoring funds available to mitigate this exposure.

Investment Impairment Risk

This risk is directly related to the performance of the subsidiary companies. The company manages this risk through management review of each individual subsidiary, company’s operational and financial performance, as well as company financial and non-financial KPI reporting.

PROJECT BLACKWATER BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Going concern

The Directors have considered the future performance and position of the Company for a period of at least twelve months from the date of approval of the financial statements by reference to business forecasts and borrowing facilities in place at the time of signing the financial statements. As a result, the board deem it suitable to continue reporting on the going concern basis.

On behalf of the board

Mr R A Dooner
Director
13 November 2025
PROJECT BLACKWATER BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company in the year under review was that of a holding company.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr R A Dooner
Mr D Hart
(Resigned 30 August 2024)
Mr J B Greenbury
(Appointed 15 May 2024)
Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

- make judgements 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 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 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

PROJECT BLACKWATER BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr R A Dooner
Director
13 November 2025
PROJECT BLACKWATER BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PROJECT BLACKWATER BIDCO LIMITED
- 5 -
Opinion

We have audited the financial statements of Project Blackwater 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 notes to the financial statements, including 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 our audit:

- the information given in the strategic report and the directors' r eport 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.

PROJECT BLACKWATER BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PROJECT BLACKWATER BIDCO LIMITED (CONTINUED)
- 6 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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.

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or operations of the company and group, including the Companies Act 2006 and taxation legislation and;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where their knowledge of actual, suspected and alleged fraud; and

- considering internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual transactions or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

PROJECT BLACKWATER BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PROJECT BLACKWATER BIDCO LIMITED (CONTINUED)
- 7 -

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- reading the minutes of meetings of those charged with governance; and

- enquiring of management as to actual and potential litigation and claims.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

William Jonathan Roberts FCCA (Senior Statutory Auditor)
For and on behalf of Ormerod Rutter Limited, Statutory Auditor
Chartered Accountants
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
14 November 2025
PROJECT BLACKWATER BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
Year
Period
ended
ended
31 March
31 March
2025
2024
Notes
£
£
Administrative expenses
(205,105)
(66,576)
Exceptional item
3
(8,085)
(511,736)
Operating loss
(213,190)
(578,312)
Interest receivable and similar income
5
18,334
-
0
Interest payable and similar expenses
6
(1,394,380)
(455,428)
Loss before taxation
(1,589,236)
(1,033,740)
Tax on loss
7
-
0
-
0
Loss for the financial year
(1,589,236)
(1,033,740)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

PROJECT BLACKWATER BIDCO LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
8
8,181,241
8,181,241
Current assets
Debtors
10
1,404,113
2,367,402
Cash at bank and in hand
657,576
33,990
2,061,689
2,401,392
Creditors: amounts falling due within one year
11
(2,027,615)
(578,082)
Net current assets
34,074
1,823,310
Total assets less current liabilities
8,215,315
10,004,551
Creditors: amounts falling due after more than one year
12
(10,838,290)
(11,038,290)
Net liabilities
(2,622,975)
(1,033,739)
Capital and reserves
Called up share capital
14
1
1
Profit and loss reserves
(2,622,976)
(1,033,740)
Total equity
(2,622,975)
(1,033,739)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 13 November 2025 and are signed on its behalf by:
Mr R A Dooner
Director
Company registration number 15095132 (England and Wales)
PROJECT BLACKWATER BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 24 August 2023
-
0
-
0
-
Period ended 31 March 2024:
Loss and total comprehensive income
-
(1,033,740)
(1,033,740)
Issue of share capital
14
1
-
1
Balance at 31 March 2024
1
(1,033,740)
(1,033,739)
Period ended 31 March 2025:
Loss and total comprehensive income
-
(1,589,236)
(1,589,236)
Balance at 31 March 2025
1
(2,622,976)
(2,622,975)
PROJECT BLACKWATER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
1
Accounting policies
Company information

Project Blackwater Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 122 Colmore Row, Birmingham, England, B3 3BD.

1.1
Reporting period

The amounts stated in the current year reflect the 12 months to 31 March 2025 whereas the prior period reflects the date of incorporation (24 August 2023) to 31 March 2024, meaning the amounts are not entirely comparable.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Project Blackwater Topco Limited. These consolidated financial statements are available from its registered office, 2nd Floor, 122 Colmore Row, Birmingham, B3 3BD.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.3
Going concern

These financial statements have been drawn up on the going concern basis. If the going concern basis were not appropriate, adjustments would have been made to reduce assets to recoverable amounts, to provide for any further liabilities that might arise, and to re-classify fixed assets as current assets and long term liabilities as current liabilities.true

PROJECT BLACKWATER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

PROJECT BLACKWATER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

PROJECT BLACKWATER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Exceptional item
2025
2024
£
£
Expenditure
Exceptional items
8,085
511,736

Exceptional items in the current year relate to costs incurred in the renegotiation of banking covenants. In the prior year, exceptional items comprise of £359,166 of legal and professional fees incurred in order to raise debt finance in the company and the balance of £157,250 primarily relates to costs incurred as part of the acquisition of Antser Group Limited.

4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Management
3
3
PROJECT BLACKWATER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
5
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
18,334
-
0
6
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
220,751
85,884
Other interest on financial liabilities
1,173,629
369,544
1,394,380
455,428
7
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(1,589,236)
(1,033,740)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(397,309)
(258,435)
Tax effect of expenses that are not deductible in determining taxable profit
394,295
6,538
Tax effect of income not taxable in determining taxable profit
(4,584)
-
0
Unutilised tax losses carried forward
7,598
133,570
Group relief
-
0
118,327
Taxation charge for the period
-
-
8
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
9
8,181,241
8,181,241
PROJECT BLACKWATER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
9
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Antser Group Limited
1
Various
100.00
-
Cornerstone Training and Support Limited
1
Ordinary
0
100.00
Carter Brown - The Expert Service Limited
1
Ordinary
0
100.00
The Autism Assessment Hub
1
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
2nd Floor, 122 Colmore Row, Birmingham, B3 3BD

The Autism Assessment Hub was incorporated on 5 June 2024.

10
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
4,200
-
0
Amounts owed by group undertakings
1,389,971
2,160,664
Other debtors
9,942
206,738
1,404,113
2,367,402
11
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
841
3,900
Amounts owed to group undertakings
475,542
134,141
Other creditors
-
0
66,552
Accruals
1,551,232
373,489
2,027,615
578,082
12
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
13
2,200,000
2,400,000
Other borrowings
13
8,388,290
8,388,290
Other creditors
250,000
250,000
10,838,290
11,038,290
PROJECT BLACKWATER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
13
Loans and overdrafts
2025
2024
£
£
Bank loans
2,200,000
2,400,000
Loans from related parties
8,267,490
8,267,490
Other loans
120,800
120,800
10,588,290
10,788,290
Payable after one year
10,588,290
10,788,290

The bank loans are secured by fixed and floating charges over the assets and all property of the company and its subsidiary undertakings. The bank loans are repayable on the fifth anniversary of the drawdown and are subject to interest at between base plus 4% and base plus 4.5%.p.a.

The loans from related parties comprise of loan notes advanced by Yfm Private Equity Limited and are secured by fixed and floating charges over the assets and all property of the company and its subsidiary undertakings. The loan notes are repayable on the fifth anniversary of their issue and are subject to interest at 12% p.a.

The other loans comprise of loan notes advanced by a related party and are unsecured. The loan notes are repayable on the fifth anniversary of their issue and are subject to interest at 12% p.a.

The bank loans and the loans from related party are secured by a fixed and floating charge over the assets of the company and its subsidiary undertakings.

14
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1
1
1
1
15
Related party transactions

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

16
Ultimate controlling party

At the year end, the immediate parent undertaking is Project Blackwater Topco Limited, which was regarded by the directors as being the ultimate parent company. Project Blackwater Topco Limited prepared consolidated accounts in which the results of this entity were included.

The ultimate controlling party at the year end was YFM Equity Partners, by virtue of their controlling interest in the ultimate parent company.

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