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Registered number:
For the Year Ended
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Project Thor Midco Limited
Company Information
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Project Thor Midco Limited
Contents
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Project Thor Midco Limited
Strategic Report
For the Year Ended 31 March 2025
The directors present the strategic report for the period ended 31 March 2025.
The company operates as an intermediate holding company.
The financial position and performance of the company's subsidiaries does not in the view of the directors give rise to any impairment of investments in its subsidiary undertaking.
The principal risk and uncertainty facing the company is seen as the financial performance of its subsidiary undertakings.
Details for these risks are detailed in the group financial statements of the company’s ultimate parent company, Project Thor Topco Limited, which are available from Companies House. The underlying financial performance of the company's subsidiary undertakings supports the valuation of investments in the company balance sheet. The company is reliant on cash generation in the subsidiary undertaking. The company’s operations expose it to a variety of financial risks that include the effect of liquidity and interest rate risk. The directors actively manage these risks by monitoring levels of debt and cash balances across the group. Management prepares cash forecasts to ensure sufficient funding is in place for the wider group so the company is able to meet its obligations as they fall due and any funding requirements are met.
The company is a holding company and does not trade and as such does not have any financial or other key performance indicators. The directors have identified no evidence of impairment in the carrying value of investments in the subsidiary undertaking and continue to carry the investment value at cost.
This report was approved by the board and signed on its behalf.
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Project Thor Midco 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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £967 (2024 - loss £3,104).
The directors do not recommend the payment of a final dividend.
The directors who served during the year were:
The company continues to develop its subsidiaries with the objective of increasing shareholder value.
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Project Thor Midco Limited
Directors' Report (continued)
For the Year Ended 31 March 2025
There have been no significant events affecting the Company since the year end.
These accounts have been prepared on the 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 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.
The auditors, Hurst Accountants Limited, will 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.
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Project Thor Midco Limited
Independent Auditors' Report to the Members of Project Thor Midco Limited
We have audited the financial statements of Project Thor Midco Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Project Thor Midco Limited
Independent Auditors' Report to the Members of Project Thor Midco Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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Project Thor Midco Limited
Independent Auditors' Report to the Members of Project Thor Midco Limited (continued)
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 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 company 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 Company'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 Company 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 Company, 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.
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Project Thor Midco Limited
Independent Auditors' Report to the Members of Project Thor Midco 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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Cheshire
SK1 3GG
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Project Thor Midco Limited
Statement of Comprehensive Income
For the Year Ended 31 March 2025
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Project Thor Midco Limited
Registered number: 15326899
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 20 form part of these financial statements.
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Project Thor Midco Limited
Statement of Changes in Equity
For the Year Ended 31 March 2025
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Project Thor Midco Limited
Notes to the Financial Statements
For the Year Ended 31 March 2025
Project Thor Midco 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 15326899. The nature of the company's operation and its principal activity is that of an intermediate holding company.
2.Accounting policies
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 Company's functional and presentational currency is GBP.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The company was incorporated on 4 December 2023. As such, the figures presented for the period to 31 March 2024 throughout the financial statements are not directly comparable to those for the year ended 31 March
2025.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Project Thor Topco Limited as at 31 March 2025 and these financial statements may be obtained from Companies House.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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Project Thor Midco Limited
Notes to the Financial Statements
For the Year Ended 31 March 2025
2.Accounting policies (continued)
These accounts have been prepared on the 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 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.
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Project Thor Midco Limited
Notes to the Financial Statements
For the Year Ended 31 March 2025
2.Accounting policies (continued)
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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 Company'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.
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Project Thor Midco Limited
Notes to the Financial Statements
For the Year Ended 31 March 2025
2.Accounting policies (continued)
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.
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. There are no judgements, estimates and assumptions that have a significant effect on the carrying value of assets and liabilities of the company.
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Project Thor Midco Limited
Notes to the Financial Statements
For the Year Ended 31 March 2025
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Project Thor Midco Limited
Notes to the Financial Statements
For the Year Ended 31 March 2025
8.Taxation (continued)
The Company has losses available to offset against future corporation tax liabilities of £4k, and a deferred tax asset of £1k has been recognised.
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Project Thor Midco Limited
Notes to the Financial Statements
For the Year Ended 31 March 2025
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Project Thor Midco Limited
Notes to the Financial Statements
For the Year Ended 31 March 2025
Page 18
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Project Thor Midco Limited
Notes to the Financial Statements
For the Year Ended 31 March 2025
12.Deferred taxation (continued)
Profit and loss account
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)
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Project Thor Midco Limited
Notes to the Financial Statements
For the Year Ended 31 March 2025
Project Thor Noteco Limited, a private company limited by shares incorporated in England and Wales, registered
number 15326742, 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 address of the registered office and principal place of business of Project Thor Noteco Limited and Project Thor Topco Limited is Level 9, Anchorage 2, Salford Quays, Salford, Greater Manchester, M50 3YW. The company is exempt from the obligation to produce and deliver group accounts as Project Thor Topco Limited is the parent company for the largest group for which group accounts are prepared. The consolidated financial statements of Project Thor Topco Limited are available to the public and may be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, C14 3UZ. There is no overall controlling party of Project Thor Topco Limited.
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