The directors present the strategic report for the period ended 31 March 2025.
Key performance indicators
The key metrics of business performance for the group are provided below:
| 2025 |
| 16-Month Period |
| £'000 |
Revenue | 22,339 |
Gross Profit | 6,305 |
Gross Profit Margin (%) | 28% |
Operating Loss | (1,905) |
Operating Loss Margin (%) | (9%) |
Cash | 2,143 |
EBITDA (and exceptional items) | 269 |
With cash of £2.1 million, the group maintains strong liquidity and is well-positioned to continue serving its existing client base whilst pursuing growth opportunities.
Market and Economic Risk
Property management is closely linked to broader economic and property market conditions. Changes in rental demand, property values, or occupancy levels can affect the Company’s revenue and profitability. Economic downturns, fluctuations in interest rates, and inflationary pressures may impact clients’ ability to pay fees or maintain properties to required standards.
Regulatory and Compliance Risk
The Company operates within a heavily regulated sector. Compliance with laws and regulations, including property safety standards, tenancy legislation, health and safety requirements, and data protection regulations, is critical. Changes in legislation or regulatory expectations could result in additional operational costs, penalties, or reputational damage.
Operational Risk
Operational risks include system failures, human error, or disruption to key business processes. The reliance on technology platforms for property management, reporting, and communications means that IT failures or cybersecurity breaches could have significant operational and financial impacts.
Reputation and Client Relationship Risk
Maintaining strong relationships with property owners, tenants, and service providers is fundamental to the Company’s success. Negative publicity, poor service delivery, or failure to meet client expectations could damage the Company’s reputation, potentially resulting in loss of business and reduced revenues.
Financial Risk
Financial stability is affected by liquidity, credit, and cash flow management. Inability to manage client funds effectively or to secure financing for operational requirements could constrain growth opportunities. Additionally, exposure to bad debts or late payments from clients could adversely impact cash flow.
Strategic and Competitive Risk
The property management sector is highly competitive, with new entrants and technological innovations continually reshaping the market. Failure to adapt the Company’s services, adopt emerging technologies, or respond to market trends could affect competitive positioning and growth prospects.
Group Risk
The business operates as a group, and the associated risk is that the financial and operational performance of any individual company may affect the overall performance of the group. However, no inter-group guarantees are provided or in place.
Regency Property Services Limited is regulated by the Royal Institution of Chartered Surveyors (RICS), which sets and enforces professional and ethical standards across the property and real estate sector. This regulation underpins the quality and integrity of the services we provide and reinforces the confidence of clients, investors, and other stakeholders in our business.
Being RICS regulated requires the Company to maintain robust internal controls, adhere to strict professional standards, and ensure that all staff meet ongoing training and competency requirements. Compliance with these standards helps mitigate regulatory and reputational risks and supports the delivery of consistent, high-quality property management services.
Management actively monitors compliance with RICS requirements as part of the Company’s broader governance and risk management framework. Any changes in RICS regulations or professional guidance are assessed and incorporated into the Company’s policies and procedures to ensure continued alignment with industry best practice.
Future development
The group will continue to focus on delivering services through its three operating companies, aiming for organic growth in core markets by building on the experience and expertise gained to date.
Events after the reporting period
A historic under-declaration of Value Added Tax (VAT) relating to prior periods was identified post year end in one of the trading subsidiaries. As this matter relates to transactions and conditions that existed at the balance sheet date it has been treated as an adjusting event. For further details, please see note 25.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 March 2025.
The results for the period are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
Saffery LLP have expressed their willingness to continue in office.
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and financial risk management.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Piccadilly Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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).
Basis for 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 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
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 period 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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 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 auditors 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.
The income statement has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,878,769.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Piccadilly Holdco Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 21-24 Millbank Tower, 17th Floor, London, SW1P 4QP.
The group consists of Piccadilly Holdco Limited and all of its subsidiaries.
This is the company's first set of financial statements, which covers the period from the date of incorporation to 31 March 2025. The company was incorporated on 5 December 2023. The accounting period was lengthened to an 16 month period to align with the business activities of the group.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts 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.
The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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 consolidated group financial statements consist of the financial statements of the parent company Piccadilly Holdco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The group has prepared cash flow forecasts covering a 12-month period from the date of approval of these financial statements. In preparing these forecasts, the group has considered the principal areas of uncertainty within the forecasts and the underlying assumptions, in particular those relating to market risks, cost management and working capital management. Specifically, the forecasts also consider as far as possible the impact of the current cost of living crisis and macro-economic factors. These forecasts show that the group continues to have sufficient levels of cash for the forecast period.
Accordingly, the financial statements have been prepared on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from annual contracts are recognised on a monthly basis in arrears for services completed in that specific month.
Revenue from ad-hoc services completed on a quote-by-quote basis is recognised upon completion of the work performed.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Investments in subsidiary undertakings are initially stated at cost and subsequently measured at cost less any accumulated impairment losses. The carrying value of investments are reviewed for indicators of impairment at each reporting date. Where indicators exist, the recoverable amount is estimated based on market value and, if lower than the carrying value, an impairment is recognised through the profit or loss. Impairment losses may be reversed in subsequent periods if the reasons for the impairment no longer apply.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets 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 impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 deducting all of its 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 payments 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. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
The Company recognises unsecured manager loan notes issued as part of business acquisitions as financial liabilities in accordance with FRS 102 Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues'.
Other financial instruments are initially recognised at the transaction price, being the fair value of the consideration given, which, in the instance of unsecured manager loan notes, represents the principal amount of the loan notes at the date of issue discounted to take into account the time value of money.
The unsecured manager loan notes are subsequently measured at amortised cost using the effective interest rate method in accordance with FRS 102 Section 11.13 and 11.14.
The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the carrying amount of the financial liability at initial recognition.
Statement of Financial Position: The unsecured manager loan notes are presented as non-current liabilities.
Statement of Comprehensive Income: Interest expense is recognised in finance costs using the effective interest rate method.
Cash Flow Statement: Cash interest payments are classified as cash flows from financing activities.
The vendor loan notes are derecognised when the obligation is discharged, cancelled, or expires. Any gain or loss on derecognition is recognised immediately in profit or loss.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is calculated at the tax rates expected to apply in the period when the liability is settled or the asset is realised. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and they relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The company establishes a provision for debtors that are estimated not to be recoverable. When assessing recoverability, management have considered factors such as the ageing of the debtors, past experience of recoverability, the credit profile of customers, as well as the route of payment (i.e. Whether they are Regency Property Services Limited clients, or customers who contract directly with Regency Hard/Soft Services Limited). The provision comprises a ‘specific’ element which considers balances management expect to write off, or cannot justify expected receipt at an individual customer level as well as a general element which is calculated on the remaining trade debtor balance as 100% of aged debt greater than one year old and 50% of balances between nine and twelve months old.
Management regularly assess balances due between group entities and whether these are recoverable. Where it is considered that the future cash flows of these debts are less than the carrying amount in the individual company financial statements, appropriate provisions are made against these balances to reflect the recoverability of the asset.
The goodwill and investment assets are considered at the end of each financial year for any indicators of impairment. Where indicators are present an impairment review is performed. As at 31 March 2025 the directors did not believe there to be any indicators of impairment therefore no impairment review has been performed. Adjustments to goodwill in the year are in relation to specific transactions as outlined under FRS 102, Section 19.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Management have assessed that the expected useful economic life of goodwill is 10 years. This is based on the standard expected life of goodwill as there is no reliable estimate for the useful life of the subsidiaries acquired.
Fair value
The unsecured manager loan notes are to be held at fair value as the interest attached is contingent on performance conditions. Management do not believe it possible to reliably fair value this instrument, therefore it has been held at amortised cost until such time as a fair value measure can be obtained. The effective interest rate was determined based on the present value of the loan notes and taking into account cashflows based on the expected timing of the performance conditions being met during the term of the loan.
Repayment
Compound interest on the vendor loan notes is repayable once the Group achieves a predetermined annual EBITDA target. This impacts the calculation of the unwinding of the fair value of the loan notes. Management have estimated when this EBITDA target will first be achieved through budget modelling.
There are no other significant judgements or estimates made by management in the preparation of the accounts.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
All employees and directors were employed by subsidiaries of the group with a portion of Regency Property Services Limited staff and all director costs recharged to the parent.
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
Other movements to goodwill relate to the following transactions:
As detailed in note 23. Contingent consideration considered probable at acquisition was not payable on the term date. As such, the £376,508 no longer payable was adjusted for to reduce the goodwill initially recognised.
A further adjustment of £171,681 was recognised in relation to historical VAT errors identified post year end, as detailed in note 24. The adjustment relates to VAT amounts in the period prior to acquisition which would have resulted in a lower purchase price being obtained were this information to have been available at acquisition date.
Details of the company's subsidiaries at 31 March 2025 are as follows:
On acquisition, loan notes were issued to vendors, details of which can be found on note 24.
Interest on loan notes will only accrue where a predetermined annual EBITDA has been met. As such, these loan notes have a variable interest rate and therefore are considered to be other financial instruments. As a result, these are to be held at fair value.
It was determined that the fair value of these instruments could not be reliably measured at year end, and so the amortised cost method using the effective interest rate has been used as the next most appropriate methodology.
The effective interest rate is the rate that exactly discounts estimated future cash payments through the
expected life of the financial liability to the carrying amount of the financial liability at initial recognition based on the forecasted expectations as to when the performance conditions will be met.
This has given rise to a capital contribution of £2,593,641 which was recognised in relation to the present value of the loans on issue. The capital contribution is a non-distributable reserve.
Other loans were issued on 23 December 2023. These are made up of:
Series A and B fixed rate secured investor loan notes.
£2,000,000 Series A investor loan notes are repayable after 1 year, with interest of 12% pa accruing. These were repaid in full in 2024.
£7,101,644 Series B investor loan notes are repayable after 8 years, with interest of 12% pa accruing and payable at the end of the term.
These loan notes are secured by a fixed and floating charge covering all property or undertaking of the company.
£4,250,852 Series A and £99,997 B fixed rate unsecured manager loan notes were drawn down to certain vendors as part of the consideration of the acquisition, these loans are due for repayment in 2031. They bear interest at 12% pa but interest only accrues where specific performance requirements have been met. Where the performance requirements are not met in the financial year, 0% interest will accrue. For further information on these loan notes, see note 14.
On 5 May 2025, the bank loan was drawn down and made up of:
£660,000 Facility A loan, repaid in monthly instalments over a 5 year period. Interest of 5% margin plus the higher of SONIA and 0.25% accrues over the term of the loan.
£1,540,000 Facility B loan, repayable after 5 years. Interest of 5.5% margin plus the higher of SONIA and 0.25% accrues over the term of the loan.
The bank loans are secured by a fixed and floating charge covering all property or undertaking of the company.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Ordinary shares were issued on incorporation date of the parent company, on 5 December 2023.
All Ordinary shares, subject to the articles of association, have attached to them voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.
Preference shares were issued on 21 December 2023.
Preference shares, subject to the articles of association, have attached to them capital distribution (including on winding up) and redemption rights. They do not confer any rights to vote or to dividends.
The capital contribution reserve relates to the present value adjustment to the unsecured manager loan notes. This reserve is not distributable.
On 21 December 2023 the group acquired 100 percent of the issued capital of subsidiaries listed in note 13.
The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the subsidiaries services and the future operating synergies from the combination.
Included in the consideration paid was a surplus amount of £105,377 for costs not directly attributable to the acquisition of the subsidiary entities. This amount was not included in the purchase price at acquisition date, with the excess cash raised being recognised as an intercompany debtor with the trading subsidiary which received the cash. It was confirmed by the acquirer that this amount was not repayable by the group, and as such the balance was capitalised.
Total potential contingent consideration of £969,508 was also included in the cash raised via loan notes and preference shares. At the acquisition date, it was expected that pay out of contingent consideration was probable. Post the contingent consideration date, £376,508 was no longer payable to the vendors. However, the cash raised is not repayable by the group so this has been treated as a capital contribution in the subsidiary entity which received the cash, and goodwill has been reduced accordingly.
Following the reporting date, the group identified a historic under-declaration of Value Added Tax (VAT) in Regency Soft Services Limited. As a result, an additional VAT liability of £261,469 became payable, comprising amounts backdating to 2022. Interest relating to late payment of £43,871 has been accrued for.
This matter was confirmed after the year-end but relates to transactions and conditions that existed at the balance sheet date. Accordingly, this is treated as an adjusting event under FRS 102 Section 32. The financial statements have been adjusted to reflect the additional VAT payable and interest.
As at the period ended 31 March 2025 the group was owed £2,210 by a director. This balance is repayable on demand and is subject to 0% interest.
During the period a loan of £920 (2024: £nil) was made to a director. This was written off during the year.
During the period a loan of £100 to a director was written off during the year from a connected company controlled by a common director.
During the period a loan of £82,810 to a connected company controlled by a common director was written off.
During the period a loan of £23,163 to a connected company controlled by a common director was written off.
During the period a loan of £23,838 to a connected company controlled by a common director was written off.
During the period ended 31 March 2025 the group made sales of £9,000 to a connected company controlled by a common director.
During the period ended 31 March 2025 the group made sales of £1,537 to a connected company controlled by a common director. £375 has been recognised as revenue and £375 has been recognised as deferred revenue in the year.
During the period, the group had £9,101,644 in loan notes in issue with the ultimate controlling party, of which £2,000,000 of loan notes was repaid during the period. The loan notes accrued £1,089,592 in interest during the period, of which £56,147 was paid during the period.
During the period, the group had £4,350,859 in loan notes in issue with directors of the group. The loan notes accrued £nil in interest during the period, of which has been included in creditors at period end.
During the period, the group incurred £133,136 in monitoring fees from the ultimate controlling party Key Capital Partners LLP.