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Registered number: 07909232









Apadmi Group Limited









Annual Report and Consolidated Financial Statements

For the Year Ended 31 March 2025

 
Apadmi Group Limited
 
 
Company Information


Directors
G Partington 
K McPherson 




Registered number
07909232



Registered office
Level 9
Anchorage 2

Salford Quays

Salford

Greater Manchester

M50 3YW




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Apadmi Group Limited
 

Contents



Page
Group strategic report
 
1 - 3
Directors' report
 
4 - 7
Independent auditors' report
 
8 - 11
Consolidated statement of comprehensive income
 
12
Consolidated balance sheet
 
13
Company balance sheet
 
14
Consolidated statement of changes in equity
 
15 - 16
Company statement of changes in equity
 
17
Consolidated statement of cash flows
 
18 - 19
Consolidated analysis of net debt
 
20
Notes to the financial statements
 
21 - 43


 
Apadmi Group Limited
 
 
Group Strategic Report
For the Year Ended 31 March 2025

Introduction
 
The directors present the strategic report for the period ended 31 March 2025.

Business review
 
The group's principal activity is that of creating and continuing to develop technology to keep leading organisations and their customers moving forward. We do this by creating digital products which solve complex problems and deliver enriching experiences for people on the move across mobile, web and digital platforms.
For the year ended 31 March 2025, the group continued to grow as in previous years. Turnover grew to £29,881,923, up 31.7% whilst EBITDA (Earnings before interest, depreciation, tax, amortisation and exceptional costs) was £5,660,013, up 54.1%.


2025
2024

£
£
Operating profit
4,304,144
2,441,168
Add back


Depreciation
393,121
361,637
Amortisation
768,450
622,509
Exceptional costs
194,298
248,288
EBITDA
5,660,013
3,673,602

We continue to expand our offering for existing clients whilst successfully onboarding numerous new clients, driving strong revenue growth. We have seen EBITDA grow even more strongly as we start to see the benefits of prior years’ investments.
We have continued to invest in the business during the year to ensure the business continues to be able to deliver excellent services to all our Clients. 
Our first acquisition, completed in November 2022, has now been fully integrated and rebranded and continues to grow strongly. Our second acquisition took place in December 2024 with a successful start to the integration process. We believe further acquisitions will help deliver future growth for the Group and we also believe we are well positioned to help companies that join the Group expand quickly. 
Apadmi Performance has continued to be hugely successful during the year by expanding the clients and services it supports/offers including 24/7 support.
We expect demand for our services will continue to grow through 2025 and beyond, and we are excited about the opportunities this will create for the Group and all of our employees. The Board wish to thank everyone at Apadmi for their hard work and support in achievement of these results and continued support in 2025 and beyond.

Page 1

 
Apadmi Group Limited
 

Group Strategic Report (continued)
For the Year Ended 31 March 2025

Principal risks and uncertainties
 
There are a number of risks and uncertainties which could impact on Apadmi’s longer term performance.  The principal risks facing the group can be summarised as per below:
 

• Securing of new clients: We continue to evolve our approach to targeting and winning new business and have had great success in 2025 already. We expect this to continue to evolve based on feedback and learnings and this will continue to drive strong organic growth for the group.
• Retaining existing clients: We strive to deliver excellent service to our clients delivered through our highly skilled employees. We have a dedicated Client Services team whose core purpose is to ensure our clients needs are met and exceeded.
• Recruitment and retention of highly skilled employees: Digital skills remain in high demand across all sectors, and with our growth ambitions, there is a risk we will not be able to find enough skilled talent to deliver our services. We have invested heavily in expanding our People team including our recruitment team. Keeping and developing the Apadmi culture and values as we grow is key to ensure we can continue to have highly engaged employees and this remains a key focus for management. We were very pleased to have been included in the Sunday Times Best Places to Work for the third year running.
• Financial resources: As we continue to grow and invest, we need to ensure we have the finances in place to support this. This is managed through careful cashflow management and ongoing credit risk management including avoiding excessive client concentration.
• Interest rate risk: The group has a mixture of fixed and variable interest rate instruments and reviews cash flow forecasts regularly to ensure there is sufficient headroom to mitigate any swings in rates and that there is sufficient covenant headroom.
• Cyber risk: The group could face disruption, financial loss and reputational damage if we were to suffer an attack in our systems. We are constantly looking at how to ensure we have best practice in this area and are ISO27001 and Cyber Essentials accredited.

Financial key performance indicators
 
The group uses a number of financial key performance indicators that can be grouped under the headings below:
 


2025
2024
Turnover (£)
29,881,923
22,685,604
Gross Profit %
48.6%
46.6%
EBITDA (£)
5,660,013
3,673,602
EBITDA %
18.9%
16.2%


Other key performance indicators
 
Internally we also use other KPI’s such as % billability, utilisation per employee and employee retention rates. The groups employees are its biggest asset, and employee satisfaction/engagement is regularly monitored throughout the year to ensure we are helping support our employees to deliver an excellent service to our clients. We also monitor satisfaction within our clients through regular surveys.

Page 2

 
Apadmi Group Limited
 

Group Strategic Report (continued)
For the Year Ended 31 March 2025


This report was approved by the board and signed on its behalf.



K McPherson
Director
Date: 30 September 2025

Page 3

 
Apadmi Group 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

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 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 judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £2,796,696 (2024 - £3,491,129).

Dividends paid during the year totalled £Nil (2024: £99,000). The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

G Partington 
K McPherson 

Future developments

The group continues to see many opportunities for strong growth in the UK and abroad, both organically and via acquisition.

Page 4

 
Apadmi Group Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 March 2025

Directors' statement of compliance with section 172(1)

This section describes how the Directors have had regard to the matters set out in section 172 (1) (a) to (f) of the Companies Act 2006 in exercising their duty to promote the success of the group for the benefit of its members as a whole.

Engagement with employees
Our employees are at the core of our business. The Group’s policy is to consult with employees those matters likely to affect employee interests. We have weekly town halls and quarterly management presentations on group performance and key developments. We perform regular surveys to ensure we are listening and taking appropriate action to ensure we keep our employees fully engaged. 
The Group strives to ensure we treat everyone fairly and consistently. We aim to have a diverse, inclusive and equitable culture. We give full and fair consideration for employment to people who are disabled and attempt to accommodate anyone who becomes disabled whilst employed by the Group. 

Engagement with suppliers, customers and others

Engagement with Customers
We aim to maintain excellent relationships with all our clients and aim to work in partnership with each one. We have a dedicated team solely focused on engaging with our clients and perform regular surveys to measure our client engagement and satisfaction and take action where it falls below our high standards.
Engagement with Suppliers
We ensure we pay our suppliers in line with their terms and we aim to have excellent relationships with our suppliers in order that they can support Apadmi in the best way they can.
Community and environment
The group has always been very focused on its local community and employees, but this has been widened more recently to include focusing on the impact we have on the environment. We have engaged with a third party specialist to review our ESG program and help us to create action plans with annual reviews to target and measure how we improve our ESG performance. 
The Group is committed to promoting environmental sustainability and minimising our environmental impact. As part of this we have commissioned a specialist to help measure and report to the Group it’s carbon footprint for the first time. The methodology used is the conversion factors developed by the UK Department for Environment, Food and Rural Affairs (Defra) and the Department for Business, Energy & industrial Strategy (BEIS) for the year of reporting. 
This is shown below:

Page 5

 
Apadmi Group Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 March 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption for the year are:


2025
2024

tCO2e
tCO2e
Scope 1
0.09
0.00
Scope 2
5.42
0.00
Scope 3
861.07
349.52
Total
866.58
349.52
Intensity ratio: tCO2e per £m Turnover
30.19
15.4

Scope 1 (direct) refers to company facilities and vehicles
Scope 2 (indirect) refers to purchased electricity, steam, heating, and cooling for the Groups own use.
Scope 3 (indirect) refers to purchased goods and services, business travel, employee commuting, remote work, waste, and water.
During the last year some examples of the actions we have taken are to ensure all electricity used by the business is from renewable sources, allow staff to have access to a salary sacrifice electric vehicle scheme, and maximise the use of virtual meetings to reduce travel. 
There has been an increase in the stated emissions from the prior period due to an increase in scope of the ESG review.
The vast majority of our emissions are caused by commuting journeys of our employees and homeworking and we are looking at ways of reducing these impacts.

We are committed to minimising our environmental impact and achieving net-zero emissions by 2050. A plan is being developed to look at how we can reduce the impact we are having on the environment, and we will be involving employees in looking at how we can reduce this over time.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events & Going concern

On 30 June 2025, the Group completed the acquisition of 100% of the share capital of Pinch B.V. and Media Apps B.V., app development companies based in Amsterdam, for a total consideration of £2,119,549.
These accounts have been prepared on a going concern basis. The trading companies of the Group are growing, profitable and cash generative, and it is expected that should the need arise, will be in a position to transfer cash to any Group entity to enable it to satisfy its debts as they fall due. The group has recently won a number of significant new clients and has a strong pipeline of sales opportunities. The directors have prepared forecasts for a period at least twelve months from the date of approval of the financial statements. These show that the group is expecting to meet its liabilities as they fall due for the foreseeable future.

Page 6

 
Apadmi Group Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 March 2025

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





K McPherson
Director
Date: 30 September 2025

Page 7

 
Apadmi Group Limited
 
 
 
Independent Auditors' Report to the Members of Apadmi Group Limited
 

Opinion


We have audited the financial statements of Apadmi Group 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 Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 March 2025 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or 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 Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 8

 
Apadmi Group Limited
 
 
 
Independent Auditors' Report to the Members of Apadmi Group Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 9

 
Apadmi Group Limited
 
 
 
Independent Auditors' Report to the Members of Apadmi Group Limited (continued)


Auditors' 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 Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

The nature of the industry and sector in which the group operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
Supporting documentation relating to the group's policies and procedures for:
° Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud.
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the group operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the group, including General Data Protection requirements, and Anti-bribery and Corruption.

Audit response to risks identified
Our procedures to respond to the risks identified included the following:

Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.






Page 10

 
Apadmi Group Limited
 
 
 
Independent Auditors' Report to the Members of Apadmi Group Limited (continued)


We have also considered the risk of fraud through management override of controls by:

Testing the appropriateness of journal entries and other adjustments.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  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 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 Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





John Glover (senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

30 September 2025
Page 11

 
Apadmi Group Limited
 
 
Consolidated Statement of Comprehensive Income
For the Year Ended 31 March 2025

2025
2024
Note
£
£

  

Turnover
 4 
29,881,923
22,685,604

Cost of sales
  
(15,346,464)
(12,122,898)

Gross profit
  
14,535,459
10,562,706

Administrative expenses
  
(10,037,017)
(7,873,250)

Exceptional administrative expenses
 13 
(194,298)
(248,288)

Operating profit
 5 
4,304,144
2,441,168

Interest receivable and similar income
 9 
64,441
-

Interest payable and similar expenses
 10 
(798,463)
(544,385)

Profit before taxation
  
3,570,122
1,896,783

Tax on profit
 11 
(773,426)
1,594,346

Profit for the financial year
  
2,796,696
3,491,129

  

Foreign exchange differences on consolidation
  
18,542
7,286

Total comprehensive income for the year
  
2,815,238
3,498,415

Profit for the year attributable to:
  

Owners of the parent Company
  
2,796,696
3,491,129

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
2,815,238
3,498,415

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 21 to 43 form part of these financial statements.

Page 12

 
Apadmi Group Limited
Registered number: 07909232

Consolidated Balance Sheet
As at 31 March 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
8,148,098
4,767,903

Tangible assets
 15 
1,446,936
844,277

  
9,595,034
5,612,180

Current assets
  

Debtors: amounts falling due after more than one year
 17 
558,314
1,493,740

Debtors: amounts falling due within one year
 17 
9,897,418
7,519,174

Cash at bank and in hand
 18 
2,423,788
1,879,698

  
12,879,520
10,892,612

Creditors: amounts falling due within one year
 19 
(12,571,000)
(9,506,278)

Net current assets
  
 
 
308,520
 
 
1,386,334

Total assets less current liabilities
  
9,903,554
6,998,514

Creditors: amounts falling due after more than one year
 20 
(89,802)
-

  

Net assets
  
9,813,752
6,998,514


Capital and reserves
  

Called up share capital 
 23 
135
135

Share premium account
 24 
8,624
8,624

Capital redemption reserve
 24 
4
4

Foreign exchange reserve
 24 
41,446
22,904

Merger relief reserve
 24 
2,471,215
2,471,215

Profit and loss account
 24 
7,292,328
4,495,632

  
9,813,752
6,998,514


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




K McPherson
Director
Date: 30 September 2025

The notes on pages 21 to 43 form part of these financial statements.

Page 13

 
Apadmi Group Limited
Registered number: 07909232

Company Balance Sheet
As at 31 March 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 15 
7,940
10,820

Investments
 16 
10,109,452
5,620,487

Current assets
  

Debtors: amounts falling due after more than one year
 17 
214,099
183,292

Debtors: amounts falling due within one year
 17 
468,285
2,953,263

Cash at bank and in hand
 18 
21,609
261,264

  
703,993
3,397,819

Creditors: amounts falling due within one year
 19 
(7,154,048)
(6,206,033)

Net current liabilities
  
 
 
(6,450,055)
 
 
(2,808,214)

Total assets less current liabilities
  
3,667,337
2,823,093

  

  

Net assets
  
3,667,337
2,823,093


Capital and reserves
  

Called up share capital 
 23 
135
135

Share premium account
 24 
8,624
8,624

Capital redemption reserve
 24 
4
4

Merger relief reserve
 24 
2,471,215
2,471,215

Profit and loss account brought forward
  
343,115
344,001

Profit for the year
  
844,244
1,328,750

Other changes in the profit and loss account

  

-
(1,329,636)

Profit and loss account carried forward
  
1,187,359
343,115

  
3,667,337
2,823,093


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



K McPherson
Director
Date: 30 September 2025

The notes on pages 21 to 43 form part of these financial statements.

Page 14
 

 
Apadmi Group Limited


 

Consolidated Statement of Changes in Equity
For the Year Ended 31 March 2025



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Merger relief reserve
Profit and loss account
Total equity


£
£
£
£
£
£
£


At 1 April 2024
135
8,624
4
22,904
2,471,215
4,495,632
6,998,514



Comprehensive income for the year


Profit for the year
-
-
-
-
-
2,796,696
2,796,696


Foreign exchange on translation of subsidiaries
-
-
-
18,542
-
-
18,542

Total comprehensive income for the year
-
-
-
18,542
-
2,796,696
2,815,238



At 31 March 2025
135
8,624
4
41,446
2,471,215
7,292,328
9,813,752



Page 15

 

 
Apadmi Group Limited


 

Consolidated Statement of Changes in Equity
For the Year Ended 31 March 2024



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Merger relief reserve
Profit and loss account
Total equity


£
£
£
£
£
£
£


At 1 April 2023
120
-
-
15,618
2,471,215
2,334,139
4,821,092



Comprehensive income for the year


Profit for the year
-
-
-
-
-
3,491,129
3,491,129


Foreign exchange on translation of subsidiaries
-
-
-
7,286
-
-
7,286

Total comprehensive income for the year
-
-
-
7,286
-
3,491,129
3,498,415



Contributions by and distributions to owners


Dividends
-
-
-
-
-
(99,000)
(99,000)


Purchase of own shares
-
-
-
-
-
(1,230,632)
(1,230,632)


Shares issued during the year
19
8,624
-
-
-
-
8,643


Purchase of own shares
(4)
-
-
-
-
-
(4)


Transfer to Capital Redemption Reserve following purchase of own shares
-
-
4
-
-
(4)
-



Total transactions with owners
15
8,624
4
-
-
(1,329,636)
(1,320,993)



At 31 March 2024
135
8,624
4
22,904
2,471,215
4,495,632
6,998,514



The notes on pages 21 to 43 form part of these financial statements.

Page 16

 

 
Apadmi Group Limited


 

Company Statement of Changes in Equity
For the Year Ended 31 March 2025



Called up share capital
Share premium account
Capital redemption reserve
Merger relief reserve
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 April 2023
120
-
-
2,471,215
344,001
2,815,336



Comprehensive income for the year


Profit for the year
-
-
-
-
1,328,750
1,328,750

Total comprehensive income for the year
-
-
-
-
1,328,750
1,328,750



Contributions by and distributions to owners


Dividends
-
-
-
-
(99,000)
(99,000)


Purchase of own shares
-
-
-
-
(1,230,632)
(1,230,632)


Shares issued during the year
19
8,624
-
-
-
8,643


Purchase of own shares
(4)
-
-
-
-
(4)


Transfer to Capital Redemption Reserve following purchase of own shares
-
-
4
-
(4)
-



Total transactions with owners
15
8,624
4
-
(1,329,636)
(1,320,993)





At 1 April 2024
135
8,624
4
2,471,215
343,115
2,823,093



Comprehensive income for the year


Profit for the year
-
-
-
-
844,244
844,244

Total comprehensive income for the year
-
-
-
-
844,244
844,244



At 31 March 2025
135
8,624
4
2,471,215
1,187,359
3,667,337



Page 17
 
Apadmi Group Limited
 

Consolidated Statement of Cash Flows
For the Year Ended 31 March 2025

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
2,796,696
3,491,129

Adjustments for:

Amortisation of intangible assets
768,450
622,509

Depreciation of tangible assets
393,121
361,637

Loss on disposal of tangible assets
-
5,692

Interest received
(64,441)
-

Interest charge
798,463
544,385

Taxation charge/(credit)
773,426
(1,594,346)

Decrease in amounts owed by groups
(432,032)
-

Decrease/(increase) in amounts owed by related parties
-
(1,848)

Increase in debtors
(951,400)
(1,213,375)

(Decrease)/increase in amounts owed to groups
(1,202,627)
1,047,841

Increase in creditors
1,512,414
84,550

Foreign exchange movements
13,892
24,565

Corporation tax received
-
238,156

Net cash generated from operating activities

4,405,962
3,610,895


Cash flows from investing activities

Purchase of intangible fixed assets
-
(219,165)

Purchase of tangible fixed assets
(795,291)
(119,713)

Interest received
64,441
-

Finance lease interest paid
(13,327)
(4,910)

Acquisition of subsidiaries, net of cash acquired
(3,106,644)
-

Net cash used in investing activities

(3,850,821)
(343,788)
Page 18

 
Apadmi Group Limited
 

Consolidated Statement of Cash Flows (continued)
For the Year Ended 31 March 2025


2025
2024

£
£



Cash flows from financing activities

Issue of ordinary shares
-
8,639

Purchase of ordinary shares
-
(1,230,632)

Repayment of finance leases
(5,377)
(14,522)

Dividends paid
-
(99,000)

Interest paid
(5,674)
(207,431)

Net cash used in financing activities
(11,051)
(1,542,946)

Net increase in cash and cash equivalents
544,090
1,724,161

Cash and cash equivalents at beginning of year
1,879,698
155,537

Cash and cash equivalents at the end of year
2,423,788
1,879,698


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,423,788
1,879,698


The notes on pages 21 to 43 form part of these financial statements.

Page 19

 
Apadmi Group Limited
 

Consolidated Analysis of Net Debt
For the Year Ended 31 March 2025






At 1 April 2024
Cash flows
Acquisition of subsidiaries
Other non-cash changes
At 31 March 2025
£

£

£

£

£

Cash at bank and in hand

1,879,698

3,502,021

(2,957,931)

-

2,423,788

Debt due within 1 year

(6,194,112)

-

-

(732,356)

(6,926,468)

Finance leases

(4,805)

18,704

(148,713)

-

(134,814)


(4,319,219)
3,520,725
(3,106,644)
(732,356)
(4,637,494)

The notes on pages 21 to 43 form part of these financial statements.

Page 20

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

1.


General information

Apadmi Group Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office and principal place of business is Level 9 Anchorage 2 Salford Quays, Salford, Greater Manchester, M50 3YW. The company's registered number is 07909232.
 
The group's principal activity is that of creating technology to keep leading organisations and their customers moving forward. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

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 following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the 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 Balance Sheet, 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.

 
2.3

Going concern

These accounts have been prepared on a going concern basis. The trading companies of the Group are growing, profitable and cash generative, and it is expected that should the need arise, will be in a position to transfer cash to any Group entity to enable it to satisfy its debts as they fall due. The group has recently won a number of significant new clients and has a strong pipeline of sales opportunities. The directors have prepared forecasts for a period at least twelve months from the date of approval of the financial statements. These show that the group is expecting to meet its liabilities as they fall due for the foreseeable future.
The entity has a net current liability position at the balance sheet date but is not deemed to impact the preparation of the accounts on a going concern basis. This is however dependant on group companies not seeking repayment of the amounts due to them. The ultimate parent company has indicated its intention to continue to make available such funds as are needed by the company to meet its liabilities as they fall due, and will not seek repayment of the amounts owed to them, for a period of not less than one year from the date that these financial statements are approved or until sufficient funding for the repayment of the debts becomes available. 

Page 21

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The 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.

 
2.5

Revenue

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.

Profit on long term contracts is taken as the work is carried out, and is measured based on time incurred against relevant projects by staff. This is compared against invoicing schedules and revenue is recognised or deferred accordingly. Revenue is able to be reliably measured thanks to the detailed recording of time charged by staff and its subsequent review by management.

Page 22

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

2.Accounting policies (continued)

 
2.6

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.

 
2.7

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Pensions

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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 23

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

2.Accounting policies (continued)

 
2.12

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 balance sheet date in the countries where the 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 balance sheet 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 balance sheet date.


 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.14

Intangible assets

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.

Page 24

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

2.Accounting policies (continued)

 
2.15

Tangible fixed assets

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.

Depreciation is provided on the following basis:

Leasehold improvements
-
25%
Straight line
Motor vehicles
-
33%
Straight line
Office equipment
-
15%
Reducing balance
Computer equipment
-
25%
Straight line

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.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Debtors

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.

 
2.18

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.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

Financial instruments

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Page 25

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

2.Accounting policies (continued)


2.20
Financial instruments (continued)


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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

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 creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

 

Page 26

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

2.Accounting policies (continued)


2.20
Financial instruments (continued)

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

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.

 
2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that affect
amounts recognised for assets and liabilities at the reporting date, and the amounts of revenue and expenses incurred
during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions.
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material
difference to the carrying amounts of the assets and liabilities within the next financial year.

Page 27

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

4.


Turnover

The whole of the turnover is attributable to the principal activity of the group.

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
26,301,589
20,117,383

Rest of Europe
3,580,334
2,568,221

29,881,923
22,685,604



5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Exchange differences
23,033
10,712

Other operating lease rentals
640,680
543,200


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Group's auditors for the audit of the Group's annual financial statements
23,725
26,650

The Group has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the ultimate parent company.

Page 28

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
14,569,680
11,555,333

Social security costs
1,455,196
1,159,600

Cost of defined contribution scheme
1,022,924
803,474

17,047,800
13,518,407


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Administrative
70
52



Operational
258
200

328
252

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £Nil).


8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
342,115
460,877

Group contributions to defined contribution pension schemes
12,591
53,792

354,706
514,669


During the year retirement benefits were accruing to 2 directors (2024 - 5) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £179,693 (2024 - £169,015).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £5,391 (2024 - £7,200).

Page 29

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

9.


Interest receivable

2025
2024
£
£


Other interest receivable
64,441
-


10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
5,252
327,083

Other loan interest payable
4,172
4,910

Loans from group undertakings
779,884
212,392

Finance leases and hire purchase contracts
9,155
-

798,463
544,385


11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
(162,000)
-


Total current tax
(162,000)
-

Deferred tax


Origination and reversal of timing differences
935,426
(1,594,346)

Total deferred tax
935,426
(1,594,346)


Tax on profit
773,426
(1,594,346)
Page 30

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
3,570,122
1,896,783


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
892,531
474,196

Effects of:


Non-tax deductible amortisation of goodwill and impairment
147,273
123,572

Expenses not deductible for tax purposes
19,068
131,698

Fixed asset differences
20,288
18,584

Adjustments to deferred tax charge in respect of prior periods
(21,410)
-

Adjustment in research and development tax credit leading to a decrease in the tax charge
(112,000)
(325,403)

Tax deduction arising from exercise of employee options
-
(1,770,134)

Other differences leading to a decrease in the tax charge
(2,443)
-

Group relief
(169,881)
-

Movements in deferred tax not recognised
-
(246,859)

Total tax charge for the year
773,426
(1,594,346)


Factors that may affect future tax charges

The Group has losses available to offset against future corporation tax liabilities subject of approximately £3m (2024: £6.3m) and a deferred tax asset of £757k (2024: £1.5m) has been recognised in relation to tax losses.


12.


Dividends

2025
2024
£
£


Dividends payable
-
99,000

Page 31

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

13.


Exceptional items

2025
2024
£
£


Exceptional acquisition costs
63,125
42,619

Exceptional travel
-
864

Exceptional payroll
91,573
105,805

Exceptional settlement costs
39,600
-

Early loan repayment fees
-
99,000

194,298
248,288

In the year ended 31 March 2025, £63,125 (2024: £42,619) of professional fees relating to acquisition transactions were incurred. £91,573 (2024: £105,805) of costs were incurred relating to exceptional payroll, along with exceptional settlement costs of £39,600.
During the prior year, following the early repayment of a loan, the group incurred £99,000 of fees. £864 of costs were also incurred in relation to travel for staff in the prior year.

Page 32

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

14.


Intangible assets

Group





Development expenditure
Goodwill
Negative goodwill
Total

£
£
£
£



Cost


At 1 April 2024
657,788
4,942,894
(440,357)
5,160,325


Additions
359,386
3,787,310
-
4,146,696


Foreign exchange movement
(33,455)
-
-
(33,455)



At 31 March 2025

983,719
8,730,204
(440,357)
9,273,566



Amortisation


At 1 April 2024
173,727
659,052
(440,357)
392,422


Charge for the year 
175,725
592,725
-
768,450


Foreign exchange movement
(35,404)
-
-
(35,404)



At 31 March 2025

314,048
1,251,777
(440,357)
1,125,468



Net book value



At 31 March 2025
669,671
7,478,427
-
8,148,098



At 31 March 2024
484,061
4,283,842
-
4,767,903


The individual intangible assets, excluding goodwill, which are material to the financial statements relate to development expenditure for software applications. At 31 March 2025 the carrying value of development expenditure is £669,671 (2024: £484,061) and it is being amortised over a 5 year period.


Page 33

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

15.


Tangible fixed assets

Group






Leasehold improvements
Motor vehicles
Office equipment
Computer equipment
Total

£
£
£
£
£



Cost 


At 1 April 2024
919,395
-
139,563
776,543
1,835,501


Additions
4,976
-
18,417
771,898
795,291


Acquisition of subsidiary
31,764
98,740
-
67,284
197,788


Exchange adjustments
(4,766)
1,694
(1,300)
(3,036)
(7,408)



At 31 March 2025

951,369
100,434
156,680
1,612,689
2,821,172



Depreciation


At 1 April 2024
482,156
-
58,779
450,289
991,224


Charge for the year
186,891
2,660
15,774
187,796
393,121


Exchange adjustments
(6,140)
6
(1,166)
(2,809)
(10,109)



At 31 March 2025

662,907
2,666
73,387
635,276
1,374,236



Net book value



At 31 March 2025
288,462
97,768
83,293
977,413
1,446,936



At 31 March 2024
437,239
-
80,784
326,254
844,277

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2025
2024
£
£



Motor vehicles
97,768
-

Office equipment
-
27,772

Computer equipment
49,642
-

Page 34

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

           15.Tangible fixed assets (continued)


Company






Computer equipment

£

Cost 


At 1 April 2024
11,540



At 31 March 2025

11,540



Depreciation


At 1 April 2024
720


Charge for the year
2,880



At 31 March 2025

3,600



Net book value



At 31 March 2025
7,940



At 31 March 2024
10,820






Page 35

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost 


At 1 April 2024
5,620,487


Additions
4,488,965



At 31 March 2025
10,109,452






Net book value



At 31 March 2025
10,109,452



At 31 March 2024
5,620,487


Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Apadmi Limited
 Level 9 Anchorage 2 Salford Quays, Salford, Greater Manchester, M50 3YW
Software consulting
Ordinary
100%
Apordo Limited
 Level 9 Anchorage 2 Salford Quays, Salford, Greater Manchester, M50 3YW
Dormant
Ordinary
100%
Apadmi B.V.
 Level 9 Anchorage 2 Salford Quays, Salford, Greater Manchester, M50 3YW
Software consulting
Ordinary
100%
Apadmi NL Holdings B.V.
Danzigerkade 5 2 hoog 1013 AP Amsterdam
Holding company
Ordinary
100%
Droids on Roids S.A.
Sikorskiego 26, 53-659 Wroclaw
Software consulting
Ordinary
100%

Page 36

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Apadmi Mobile Technology B.V.
Danzigerkade 5 2 hoog 1013 AP Amsterdam
Software consulting
Ordinary
100%
Waterkaarten B.V.
Danzigerkade 5 2 hoog 1013 AP Amsterdam
Software company
Ordinary
100%


17.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Due after more than one year

Deferred tax asset
558,314
1,493,740
214,099
183,292


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Due within one year

Trade debtors
6,500,833
4,967,475
-
-

Amounts owed by group undertakings
2,071,525
1,639,493
347,082
2,953,253

Other debtors
384,647
184,104
121,772
10

Prepayments and accrued income
662,023
362,562
(569)
-

Amounts recoverable on long term contracts
116,390
365,540
-
-

Tax recoverable
162,000
-
-
-

9,897,418
7,519,174
468,285
2,953,263


Amounts owed by group undertakings are repayable on demand. No interest is being charged on these balances.


18.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Cash at bank and in hand
2,423,788
1,879,698
21,609
261,264


Page 37

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Trade creditors
964,990
441,003
11,488
-

Amounts owed to group undertakings
6,870,600
6,298,726
6,666,901
6,199,377

Other taxation and social security
1,537,319
1,126,289
-
-

Obligations under finance lease and hire purchase contracts
45,012
4,805
-
-

Other creditors
483,801
5,509
475,659
-

Accruals and deferred income
2,669,278
1,629,946
-
6,656

12,571,000
9,506,278
7,154,048
6,206,033


Amounts owed to group undertakings include a loan which carries an interest rate of 12% and is repayable on demand. The carrying value at 31 March 2025, including accrued interest, is £6,926,468 (2024:£6,194,112). The remaining amounts owed to group companies are repayable on demand and no interest is being charged on these balances.
Obligations under finance lease and hire purchase contracts are secured against the assets to which they relate
Deferred consideration totalling £393,029  following the acquisition of Droids on Roids S.A. is included within other creditors.


20.


Creditors: Amounts falling due after more than one year

Group
Group
2025
2024
£
£

Net obligations under finance leases and hire purchase contracts
89,802
-


Obligations under finance lease and hire purchase contracts are secured against the assets to which they relate.


21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2025
2024
£
£

Within one year
45,012
5,564

Between 1-5 years
89,802
-

134,814
5,564

Page 38

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

22.


Deferred taxation


Group



2025
2024


£

£






At beginning of year
1,493,740
(100,606)


Charged to the profit or loss
(935,426)
1,594,346



At end of year
558,314
1,493,740

Company


2025
2024


£

£






At beginning of year
183,292
-


Charged to profit or loss
30,807
183,292



At end of year
214,099
183,292

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Accelerated capital allowances
(198,553)
(78,634)
(1,985)
(2,705)

Tax losses carried forward
756,961
1,572,110
216,084
185,997

Other timing differences
(94)
264
-
-

558,314
1,493,740
214,099
183,292


The net reversal of the deferred tax asset in the year ending 31 March 2026 is expected to be approximately £665k
in relation to forecast profit for the year.


23.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



1,187,610 (2024 - 1,187,610) Ordinary shares of £0.0001 each
119
119
69,450 (2024 - 69,450) Ordinary A1 shares of £0.0001 each
7
7
46,300 (2024 - 46,300) Ordinary A2 shares of £0.0001 each
5
5
40,146 (2024 - 40,146) Ordinary B2 shares of £0.0001 each
4
4

135

135

Page 39

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

23.Share capital (continued)

The Ordinary shares are voting shares, entitled to dividends with a preference over the first £250,000 of dividends
declared in any 12 month period, non redeemable and have full rights on exit.
The Ordinary A1 and A2 shares are non voting, not entitled to dividends and non redeemable. These are growth shares that are only eligible on exit, sale or return of capital if proceeds exceed £16m.
The Ordinary B2 shares are non voting, entitled to dividends, non-redeemable and have full rights on exit.



24.


Reserves

Share premium account

Share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital redemption reserve

The capital redemption reserve includes the share capital cancelled following a share buy back.

Foreign exchange reserve

The foreign exchange reserve includes all gains and losses arising on retranslating the net assets of overseas operations in GBP.

Merger relief reserve

The merger relief reserve includes any excess of the fair value over the nominal value of shares, which are issued as part of a share-for-share exchange and meet the requirements for merger relief as per section 610 of the Companies Act 2006.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 40

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

25.
 

Business combinations

On 20 December 2024, the Group made the following acquisition:

Acquisition of Droids on Roids S.A.

Recognised amounts of identifiable assets acquired and liabilities assumed

Fair value
£

Fixed Assets

Tangible
197,788

197,788

Current Assets

Debtors
836,562

Cash at bank and in hand
353,456

Total Assets
1,387,806

Creditors

Due within one year
(685,969)

Total Identifiable net assets
701,837


Goodwill
3,787,310

Total purchase consideration
4,489,147

Consideration

£


Cash
3,101,821

Equity instruments in Group company
281,409

Debt instruments in Group company
354,609

Deferred consideration
393,029

Directly attributable costs
358,279

Total purchase consideration
4,489,147

Page 41

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

25.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
3,101,821

Directly attributable costs
358,279

3,460,100

Less: Cash and cash equivalents acquired
(353,456)

Net cash outflow on acquisition
3,106,644

The results of Droids on Roids S.A. since acquisition are as follows:

Current period since acquisition
£

Turnover
933,576

Loss for the period since acquisition
(164,846)


26.


Contingent liabilities

A fixed charge, a floating charge (covering all the property of the Company) and negative pledge were registered in
February 2024 in favour of Investec Bank PLC in relation to a loan agreement made with a fellow subsidiary of the
Project Thor Topco Limited group.
The liability outstanding on the fellow subsidiary company's loan at 31 March 2025 was £9,182,657 
(2024: £8,088,552).


27.


Pension commitments

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 £1,022,924 (2024: £809,286). Contributions totalling £85,972 (2024: £64,186) were payable to the fund at the balance sheet date and are included in creditors.

Page 42

 
Apadmi Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 March 2025

28.


Commitments under operating leases

At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
639,891
610,551

Later than 1 year and not later than 5 years
2,012,865
798,313

Later than 5 years
394,130
-

3,046,886
1,408,864
The Company had no commitments under non-cancellable operating leases at the balance sheet date.


29.


Related party transactions

The directors have chosen not to disclose transactions entered into with other companies wholly owned within the group as permitted under FRS 102 paragraph 33.1A. 
Key management personnel compensation totalled £354,706 (
2024: £514,669).


30.


Post balance sheet events

On 30 June 2025, the Group completed the acquisition of 100% of the share capital of Pinch B.V. and Media Apps B.V., app development companies based in Amsterdam, for a total consideration of £2,119,549.


31.


Controlling party

Project Thor Bidco Limited, a private company limited by shares incorporated in England and Wales, registered number 15327195, is the company's immediate parent by virtue of its 100% ownership of share capital. The ultimate parent undertaking is Project Thor Topco Limited, a private company limited by shares incorporated in England and Wales, registered number 15326482.
The results of the company are included in the consolidated financial statements of Project Thor Topco Limited. 
The address of the registered office and principal place of business of Project Thor Bidco Limited and Project Thor Topco Limited is Level 9, Anchorage 2, Salford Quays, Salford, Greater Manchester, M50 3YW.

 
Page 43