Caseware UK (AP4) 2023.0.135 2023.0.135 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. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. 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.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. 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.falsetruetrue2024-04-01false00false NI658641 2024-04-01 2025-03-31 NI658641 2023-04-01 2024-03-31 NI658641 2025-03-31 NI658641 2024-03-31 NI658641 2023-04-01 NI658641 2 2024-04-01 2025-03-31 NI658641 d:Director1 2024-04-01 2025-03-31 NI658641 d:Director2 2024-04-01 2025-03-31 NI658641 d:RegisteredOffice 2024-04-01 2025-03-31 NI658641 d:Agent1 2024-04-01 2025-03-31 NI658641 e:Buildings 2024-04-01 2025-03-31 NI658641 e:FurnitureFittings 2024-04-01 2025-03-31 NI658641 e:ComputerEquipment 2024-04-01 2025-03-31 NI658641 e:Goodwill 2024-04-01 2025-03-31 NI658641 e:CurrentFinancialInstruments 2024-04-01 2025-03-31 NI658641 e:CurrentFinancialInstruments 2025-03-31 NI658641 e:CurrentFinancialInstruments 2024-03-31 NI658641 e:Non-currentFinancialInstruments 2025-03-31 NI658641 e:Non-currentFinancialInstruments 2024-03-31 NI658641 e:CurrentFinancialInstruments e:WithinOneYear 2025-03-31 NI658641 e:CurrentFinancialInstruments e:WithinOneYear 2024-03-31 NI658641 e:Non-currentFinancialInstruments e:AfterOneYear 2025-03-31 NI658641 e:Non-currentFinancialInstruments e:AfterOneYear 2024-03-31 NI658641 e:Non-currentFinancialInstruments e:BetweenOneTwoYears 2025-03-31 NI658641 e:Non-currentFinancialInstruments e:BetweenOneTwoYears 2024-03-31 NI658641 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2025-03-31 NI658641 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2024-03-31 NI658641 e:ShareCapital 2024-04-01 2025-03-31 NI658641 e:ShareCapital 2025-03-31 NI658641 e:ShareCapital 2024-03-31 NI658641 e:ShareCapital 2023-04-01 NI658641 e:OtherMiscellaneousReserve 2024-04-01 2025-03-31 NI658641 e:OtherMiscellaneousReserve 2025-03-31 NI658641 e:OtherMiscellaneousReserve 2 2024-04-01 2025-03-31 NI658641 e:OtherMiscellaneousReserve 2024-03-31 NI658641 e:OtherMiscellaneousReserve 2023-04-01 NI658641 e:RetainedEarningsAccumulatedLosses 2024-04-01 2025-03-31 NI658641 e:RetainedEarningsAccumulatedLosses 2025-03-31 NI658641 e:RetainedEarningsAccumulatedLosses 2 2024-04-01 2025-03-31 NI658641 e:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 NI658641 e:RetainedEarningsAccumulatedLosses 2024-03-31 NI658641 e:RetainedEarningsAccumulatedLosses 2023-04-01 NI658641 d:OrdinaryShareClass1 2024-04-01 2025-03-31 NI658641 d:OrdinaryShareClass1 2023-04-01 2024-03-31 NI658641 d:OrdinaryShareClass1 2025-03-31 NI658641 d:OrdinaryShareClass1 2024-03-31 NI658641 d:FRS102 2024-04-01 2025-03-31 NI658641 d:Audited 2024-04-01 2025-03-31 NI658641 d:FullAccounts 2024-04-01 2025-03-31 NI658641 d:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 NI658641 e:Subsidiary1 2024-04-01 2025-03-31 NI658641 e:Subsidiary1 1 2024-04-01 2025-03-31 NI658641 e:Subsidiary2 2024-04-01 2025-03-31 NI658641 e:Subsidiary2 1 2024-04-01 2025-03-31 NI658641 d:Consolidated 2025-03-31 NI658641 d:ConsolidatedGroupCompanyAccounts 2024-04-01 2025-03-31 NI658641 2 2024-04-01 2025-03-31 NI658641 6 2024-04-01 2025-03-31 NI658641 e:ShareCapital 2 2024-04-01 2025-03-31 NI658641 f:PoundSterling 2024-04-01 2025-03-31 xbrli:shares iso4217:GBP xbrli:pure

img73a7.png






Consolidated Financial Statements
Playfair Topco Limited
For the financial year ended 31 March 2025





































Registered number: NI658641

 
Playfair Topco Limited
 

Company Information


Directors
Bernard Eastwood 
Eunan Donnelly 




Registered number
NI658641



Registered office
2 Downshire Road
Holywood

United Kingdom

BT18 9LU




Independent auditor
Grant Thornton (NI) LLP
Chartered Accountants & Statutory Auditors

12 - 15 Donegall Square West

Belfast

BT1 6JH




Bankers
Ulster Bank
4th Floor

11-16 Donegall Square East

Belfast

Northern Ireland

BT1 5UB




Solicitors
BTO Solicitors LLP
One Edinburgh Quay

Edinburgh

EH3 9QG



Davidson McDonnell
Longbridge House
24 Waring Street
Belfast
BT1 2DX
 

 
Playfair Topco Limited
 

Contents



Page
Group strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Consolidated statement of comprehensive income
8
Consolidated statement of financial position
9 - 10
Company statement of financial position
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 29


 
Playfair Topco Limited
 

Group strategic report
For the financial year ended 31 March 2025

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

Business review
 
Despite the current rising costs of living and of doing business, the Directors are satisfied with the trade in the current financial year. Management will continue to proactively adapt strategies to sustain and improve future performance in response to navigating these current economic challenges.

Principal risks and uncertainties
 
The Company uses various financial instruments including overdrafts, cash, and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Company's operations.
The existence of these financial instruments exposes the Company to a number of financial risks, which are described in more detail below.
The main risks arising from the Company's financial instruments are interest rate risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below.
Interest rate risk
The Company finances its operations through a mixture of retained profits and borrowings. The Company's exposure to interest rate fluctuations on its borrowings is managed through annual review of its borrowing requirements. The directors do not see the situation changing significantly in the foreseeable future and see the Company's interest rate risk as minimal.
Liquidity risk
The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. Short-term flexibility is achieved by overdraft facilities.

Financial key performance indicators
 
The key financial performance indicators for the business are sales and gross margin. The directors are satisfied with these results.


This report was approved by the board on 22 December 2025 and signed on its behalf.



................................................
Bernard Eastwood
Director

Page 1

 
Playfair Topco Limited
 
 
Directors' report
For the financial 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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

Principal activity

The principal activity of the Group is to carry out the business of a hotelier.

Results and dividends

The loss for the year, after taxation, amounted to £499,067(2024 loss £385,867).

The directors have not recommended the payment of a dividend in the year ( 2024 - £Nil).

Directors

The directors who served during the year were:

Bernard Eastwood 
Eunan Donnelly 

Future developments

The Group plans to continue its present activities.

Page 2

 
Playfair Topco Limited
 

Directors' report (continued)
For the financial year ended 31 March 2025

Disclosure of information to auditor

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 auditor is unaware, and

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

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, Grant Thornton (NI) LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 22 December 2025 and signed on its behalf.
 





................................................
Bernard Eastwood
Director

Page 3

 
 
img08fe.png
 
Independent auditor's report to the members of Playfair Topco Limited
 
Opinion


We have audited the financial statements of Playfair Topco Limited (the 'parent Company') and its subsidiaries (the 'Group'), which comprise the Consolidated statement of comprehensive income, the Consolidated and Company Statements of financial position, the Consolidated Statement of cash flows, the Consolidated and Company Statement of changes in equity for the financial year ended 31 March 2025, and the related notes to the financial statements, including a summary of  significant accounting policies.  

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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, Playfair Topco Limited's financial statements:


give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Group's and the Company as at 31 March 2025 and of the Group financial performance and cash flows for the financial year then ended; 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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and  Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 the date 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.



Page 4

 
 
img2d02.png
Independent auditor's report to the members of Playfair Topco Limited (continued)

Other information


Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
the information given in the Directors' report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and 
the Directors' report and the Strategic 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 Company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the  Directors' report and the Strategic 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; or

the directors were not entitled to take advantage of the small companies' exemptions from the  requirement to prepare a Group strategic report or in preparing the Directors' report.

Page 5

 
 
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Independent auditor's report to the members of Playfair Topco Limited (continued)

Responsibilities of management and those charged with governance for the financial statements
 

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the Group and 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 management either intend to liquidate the Group and Company or to cease operations, or has no realistic alternative but to do so.


Those charged with governance are responsible for overseeing the Group and Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements
 

The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes their 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.

A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Data Privacy Law, Employment Law, Environmental Regulations and Health and Safety Laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and applicable tax laws. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
Page 6

 
 
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Independent auditor's report to the members of Playfair Topco Limited (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.

In response to these principal risks, our audit procedures included but were not limited to: 
inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud; 
inspection of the Company’s regulatory and legal correspondence and review of minutes of the board of directors’ meetings during the year to corroborate inquiries made;
gaining an understanding of the internal controls established to mitigate risk related to fraud;
discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
challenging assumptions and judgements made by management in their significant accounting estimates, including estimating useful lives of tangible fixed assets, allowance for the impairment of bad debt, allowance for the impairment in stock and provision for future warranty costs; and
review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities
 

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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

 
 
Louise Kelly FCA (Senior statutory auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants &
Statutory Auditors
Belfast
22 December 2025
Page 7

 
Playfair Topco Limited
 

Consolidated statement of comprehensive income
For the financial year ended 31 March 2025

2025
2024
Note
£
£

  

Turnover
 4 
1,233,592
1,604,221

Cost of sales
  
(30,893)
(126,144)

Gross profit
  
1,202,699
1,478,077

Administrative expenses
  
(1,226,734)
(1,398,373)

Other operating income
  
-
30,501

Operating (loss)/profit
 5 
(24,035)
110,205

Interest receivable and similar income
  
529
-

Interest payable and similar expenses
  
(475,561)
(496,072)

Loss before taxation
  
(499,067)
(385,867)

Tax on loss
 7 
-
-

Loss for the financial year
  
(499,067)
(385,867)

  

Total comprehensive income for the year
  
(499,067)
(385,867)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(499,067)
(385,867)

  
(499,067)
(385,867)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(499,067)
(385,867)

  
(499,067)
(385,867)

All amounts relate to continuing operations.
There was no other comprehensive income for 2025 (2024: £NIL).

The notes on pages 16 to 29 form part of these financial statements.

Page 8

 
Playfair Topco Limited
Registered number:NI658641

Consolidated statement of financial position
As at 31 March 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 9 
2,030,499
2,301,233

Tangible assets
 10 
6,529,903
6,007,909

  
8,560,402
8,309,142

Current assets
  

Stocks
 12 
-
5,481

Debtors: amounts falling due within one year
 13 
149,758
81,115

Cash at bank and in hand
 14 
292,473
167,343

  
442,231
253,939

Current liabilities
  

Creditors: amounts falling due within one year
 15 
(8,101,293)
(3,957,503)

Net current liabilities
  
 
 
(7,659,062)
 
 
(3,703,564)

Total assets less current liabilities
  
901,340
4,605,578

Creditors: amounts falling due after more than one year
 16 
-
(3,758,333)

Provisions for liabilities
  

Deferred tax
 18 
(1,066,867)
(1,066,867)

  
 
 
(1,066,867)
 
 
(1,066,867)

Net liabilities
  
(165,527)
(219,622)


Capital and reserves
  

Called up share capital 
 19 
100
100

Capital Contribution
 20 
1,317,665
764,503

Profit and loss account
 20 
(1,483,292)
(984,225)

Equity attributable to owners of the parent Company
  
(165,527)
(219,622)


Page 9

 
Playfair Topco Limited
Registered number:NI658641

Consolidated statement of financial position (continued)
As at 31 March 2025

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 December 2025.



................................................
Bernard Eastwood
Director

The notes on pages 16 to 29 form part of these financial statements.

Page 10

 
Playfair Topco Limited
Registered number:NI658641

Company statement of financial position
As at 31 March 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 11 
9,671,763
9,671,763

  
9,671,763
9,671,763

Current assets
  

Cash at bank and in hand
 14 
161,151
10,912

  
161,151
10,912

Current liabilities
  

Creditors: amounts falling due within one year
 15 
(9,059,319)
(5,493,812)

Net current liabilities
  
 
 
(8,898,168)
 
 
(5,482,900)

Total assets less current liabilities
  
773,595
4,188,863

  

Creditors: amounts falling due after more than one year
 16 
-
(3,758,333)

  

Net assets
  
773,595
430,530


Capital and reserves
  

Called up share capital 
 19 
100
100

Other reserves
 20 
1,317,665
764,503

Profit and loss account carried forward
 20 
(544,170)
(334,073)

Shareholders' funds
  
773,595
430,530


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 December 2025.


................................................
Bernard Eastwood
Director

The notes on pages 16 to 29 form part of these financial statements.

Page 11

 
Playfair Topco Limited
 

Consolidated statement of changes in equity
For the financial year ended 31 March 2025


Called up share capital
Capital contribution
Profit and loss account
Total equity

£
£
£
£

At 1 April 2024
100
764,503
(984,225)
(219,622)



Loss for the year
-
-
(499,067)
(499,067)

Movement in the year
-
553,162
-
553,162


At 31 March 2025
100
1,317,665
(1,483,292)
(165,527)



Consolidated statement of changes in equity
For the financial year ended 31 March 2024


Called up share capital
Capital contribution
Profit and loss account
Total equity

£
£
£
£

At 1 April 2023
100
764,503
(598,358)
166,245



Loss for the financial period
-
-
(385,867)
(385,867)


At 31 March 2024
100
764,503
(984,225)
(219,622)


The notes on pages 16 to 29 form part of these financial statements.

Page 12

 
Playfair Topco Limited
 

Company statement of changes in equity
For the financial year ended 31 March 2025


Called up share capital
Capital contribution
Profit and loss account
Total equity

£
£
£
£

At 1 April 2024
100
764,503
(334,073)
430,530



Loss for the year
-
-
(210,097)
(210,097)

Movement in the year
-
553,162
-
553,162


At 31 March 2025
100
1,317,665
(544,170)
773,595



Company statement of changes in equity
For the financial period ended 31 March 2024


Called up share capital
Capital contribution
Profit and loss account
Total equity

£
£
£
£

At 1 April 2023
100
764,503
(247,142)
517,461



Loss for the financial period
-
-
(86,931)
(86,931)


At 31 March 2024
100
764,503
(334,073)
430,530


The notes on pages 16 to 29 form part of these financial statements.

Page 13

 
Playfair Topco Limited
 

Consolidated statement of cash flows
For the financial year ended 31 March 2025

2025
2024
£
£

Cash flows from operating activities

Profit/(loss) for the financial period
(499,067)
(385,867)

Adjustments for:

Amortisation of intangible assets
270,734
270,733

Depreciation of tangible assets
1,769
7,748

Loss on disposal of tangible assets
3,320
-

Interest paid
475,561
496,072

Decrease in stocks
5,480
6,396

(Increase)/decrease in debtors
(68,644)
64,250

Increase /(decrease) in creditors
4,090,718
(82,632)

Net cash generated from operating activities

4,279,871
376,700


Cash flows from investing activities

Purchase of tangible fixed assets
(527,081)
(3,528)

Net cash from investing activities

(527,081)
(3,528)

Cash flows from financing activities

Repayment of loans
(3,858,333)
(100,000)

Interest paid
(322,489)
(377,566)

Members' capital contributed
553,162
-

Net cash used in financing activities
(3,627,660)
(477,566)

Net increase/(decrease) in cash and cash equivalents
125,130
(104,394)

Cash and cash equivalents at beginning of year
167,343
271,737

Cash and cash equivalents at the end of year
292,473
167,343


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
292,473
167,343

292,473
167,343


The notes on pages 16 to 29 form part of these financial statements.

Page 14

 
Playfair Topco Limited
 

Consolidated Analysis of Net Debt
For the financial year ended 31 March 2025




At 1 April 2024
Cash flows
At 31 March 2025
£

£

£

Cash at bank and in hand

167,343

125,130

292,473

Debt due after 1 year

(3,758,333)

3,758,333

-

Debt due within 1 year

(100,000)

100,000

-


(3,690,990)
3,983,463
292,473

The notes on pages 16 to 29 form part of these financial statements.

Page 15

 
Playfair Topco Limited
 
 
Notes to the financial statements
For the financial year ended 31 March 2025

1.


General information

Playfair Topco Limited ("the Company") is a private company limited by shares and incorporated in Northern Ireland. The registered office is 2 Downshire Road, Holywood, United Kingdom, BT18 9LU. The Group consists of Playfair Topco Limited and all its subsidiaries.

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 Section 1A of 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 financial statements are presented in GBP. 
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 Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

 
2.3

Going concern

After reviewing the Group's forecasts and projections, the directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. The Company and Group therefore continues to adopt the going concern basis in preparing its financial statements.

Page 16

 
Playfair Topco Limited
 

Notes to the financial statements
For the financial year ended 31 March 2025

2.Accounting policies (continued)

 
2.4

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

 
2.5

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.

 
2.6

Interest income

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

 
2.7

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.

Page 17

 
Playfair Topco Limited
 

Notes to the financial statements
For the financial year ended 31 March 2025

2.Accounting policies (continued)

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

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 Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

 Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.11

 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
Page 18

 
Playfair Topco Limited
 

Notes to the financial statements
For the financial year ended 31 March 2025

2.Accounting policies (continued)


2.11
 Intangible assets (continued)

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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.

 Amortisation is provided on the following bases:

Goodwill
-
10%

 
2.12

 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, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
Fair value method
Fixtures and fittings
-
15% straight-line
Computer equipment
-
15% 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.

 
2.13

 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 19

 
Playfair Topco Limited
 

Notes to the financial statements
For the financial year ended 31 March 2025

2.Accounting policies (continued)

 
2.14

 Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

 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.

 
2.16

 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.

 
2.17

 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.

 
2.18

 Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

 Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. lf objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference
Page 20

 
Playfair Topco Limited
 

Notes to the financial statements
For the financial year ended 31 March 2025

2.Accounting policies (continued)


2.19
 Financial instruments (continued)

between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.

 
2.20

 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

In applying the Company's accounting policies, the director's are required to make significant judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making sure judgements, estimates and assumptions, the actual results and outcomes may differ. The items in the financial statements where these judgements and estimates have been made include:

Estimating allowance for slow moving and obsolete inventory
Management evaluates the realisability of inventory on a case by case basis and makes adjustments to the inventory provision based on an analysis of the historical usage on individual inventory items.


4.


Turnover

All turnover arose within the United Kingdom.
No analysis of turnover is presented as the directors consider such disclosure to be prejudicial to the interests of the Group.


5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2025
2024
£
£

Depreciation of tangible assets
1,769
7,748

Fees payable to the Group's auditor for the audit of the financial statements
17,800
21,000

Pension costs
6,190
9,308

Page 21

 
Playfair Topco Limited
 
 
Notes to the financial statements
For the financial year ended 31 March 2025

6.


Employees

The average monthly number of employees, including directors, during the financial period was 15 (2024 - 28).


7.


Taxation


2025
2024
£
£

Corporation tax


Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 19%). The differences are explained below:

2025
2024
£
£


Loss on ordinary activities before tax
(499,067)
(385,867)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 19%)
(124,767)
(73,315)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(23,131)
1,605

Capital allowances for year in excess of depreciation
(6,318)
(6,586)

Unrelieved tax losses carried forward
154,216
78,296

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


8.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £210,097 (2024 - loss £86,931).

Page 22

 
Playfair Topco Limited
 
 
Notes to the financial statements
For the financial year ended 31 March 2025

9.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 April 2024
2,707,333



At 31 March 2025

2,707,333



Amortisation


At 1 April 2024
406,100


Charge for the year
270,734



At 31 March 2025

676,834



Net book value



At 31 March 2025
2,030,499



At 31 March 2024
2,301,233



Page 23

 
Playfair Topco Limited
 
 
Notes to the financial statements
For the financial year ended 31 March 2025

10.


Tangible fixed assets

Group






Freehold property
Fixtures and fittings
Computer equipment
Assets under construction
Total

£
£
£
£
£



Cost or valuation


At 1 April 2024
6,000,000
157,798
3,528
-
6,161,326


Additions
-
-
-
527,081
527,081


Disposals
-
(157,798)
-
-
(157,798)



At 31 March 2025

6,000,000
-
3,528
527,081
6,530,609



Depreciation


At 1 April 2024
-
153,241
176
-
153,417


Charge for the year
-
1,239
530
-
1,769


Disposals
-
(154,480)
-
-
(154,480)



At 31 March 2025

-
-
706
-
706



Net book value



At 31 March 2025
6,000,000
-
2,822
527,081
6,529,903



At 31 March 2024
6,000,000
4,557
3,352
-
6,007,909

Page 24

 
Playfair Topco Limited
 
 
Notes to the financial statements
For the financial year ended 31 March 2025

11.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2024
9,671,763



At 31 March 2025

9,671,763






Net book value



At 31 March 2025
9,671,763



At 31 March 2024
9,671,763


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Playfair Limited
2 Playfair Terrace
St. Andrews
Fife
KY16 9HX
Ordinary
100%
Playfair Hotels Limited
2 Playfair Terrace
St. Andrews
Fife
KY16 9HX
Ordinary
100%


12.


Stocks

Group
Group
2025
2024
£
£

Finished goods and goods for resale
-
5,481

-
5,481



Page 25

 
Playfair Topco Limited
 
 
Notes to the financial statements
For the financial year ended 31 March 2025

13.


Debtors: Amounts falling due within one year

Group
Group
2025
2024
£
£


Trade debtors
42,200
-

Other debtors
90,246
31,385

Prepayments and accrued income
17,312
49,730

149,758
81,115



14.


Cash and cash equivalents

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

Cash at bank and in hand
292,473
167,343
161,151
10,912



15.


Creditors: Amounts falling due within one year

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

Bank loans
-
100,000
-
100,000

Trade creditors
168,314
37,985
660
18,013

Amounts owed to group undertakings
-
-
1,161,693
1,864,793

Amounts owed to parent company
7,890,701
3,504,281
7,890,701
3,504,281

Corporation tax
4,346
63,276
-
-

Other taxation and social security
2,727
24,521
490
600

Other creditors
259
116,194
75
75

Accruals and deferred income
34,946
111,246
5,700
6,050

8,101,293
3,957,503
9,059,319
5,493,812


Amounts due regarding tax and other security are due for payment according to statutory deadlines. The bank loans are secured by way of fixed and floating charges over the Company's assets.


16.


Creditors: Amounts falling due after more than one year

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

Bank loans
-
3,758,333
-
3,758,333


Page 26

 
Playfair Topco Limited
 
 
Notes to the financial statements
For the financial year ended 31 March 2025

17.


Loans


Analysis of the maturity of loans is given below:


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

Amounts falling due within one year

Bank loans
-
100,000
-
100,000


-
100,000
-
100,000

Amounts falling due 1-2 years

Bank loans
-
100,000
-
100,000


-
100,000
-
100,000

Amounts falling due 2-5 years

Bank loans
-
3,658,333
-
3,658,333


-
3,658,333
-
3,658,333


-
3,858,333
-
3,858,333


Page 27

 
Playfair Topco Limited
 
 
Notes to the financial statements
For the financial year ended 31 March 2025

18.


Deferred taxation


Group



2025


£






At beginning of year
(1,066,867)



At end of year
(1,066,867)







The provision for deferred taxation is made up as follows:

Group
Group
2025
2024
£
£

Investment property gains/losses
(1,066,867)
(1,066,867)

(1,066,867)
(1,066,867)


19.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



100 (2024 - 100) Ordinary shares of £1.00 each
100
100



20.


Reserves

Called up share capital

This includes the nominal value of shares that have been issued.

Capital contribution reserve

This includes additional funds received from shareholders.

Profit and loss account

This includes all current and prior period retained profits and losses.

Page 28

 
Playfair Topco Limited
 
 
Notes to the financial statements
For the financial year ended 31 March 2025

21.


Pension commitments

The Company makes contributions on behalf of employees to a defined contribution pension scheme. The cost of contributions in the period was £3,095 (2024 - £9,308). At the year end, there is £18 accrued in respect of pension contributions (2024 - £1,865).


22.


Related party transactions

The Group and Company have taken advantage of the exemption given in FRS 102, section 33. This exemption permits non-disclosure of related party transactions between entities that are controlled within the Playfair Topco Limited group.


23.


Controlling party

The ultimate controlling party of Playfair Topco Limited is the partners of Marram Playfair LLP, by virtue of their shareholding.


Page 29