Company registration number 16029440 (England and Wales)
PROJECT CYCLONE TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
PROJECT CYCLONE TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr A Clyne
Mr R Shaw
Mr J K Handley
Mrs O H Blairman
Mr R J Davis
Company number
16029440
Registered office
Princes House
38 Jermyn Street
London
United Kingdom
SW1Y 6DN
Auditor
HW Fisher Audit
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
PROJECT CYCLONE TOPCO LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Profit and loss account
6
Group balance sheet
7
Company balance sheet
8
Group statement of changes in equity
9
Company statement of changes in equity
10
Notes to the financial statements
11 - 19
PROJECT CYCLONE TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2025
- 1 -
The directors present their annual report and financial statements for the Period ended 31 March 2025.
Principal activities
The principal activity of the company and group continued to be that of a holding company. The company was incorporated on 21 October 2024.
Results and dividends
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the Period and up to the date of signature of the financial statements were as follows:
Mr A Clyne
(Appointed 28 October 2024)
Mr R Shaw
(Appointed 21 October 2024)
Mr J K Handley
(Appointed 21 October 2024)
Mrs O H Blairman
(Appointed 28 October 2024)
Mr R J Davis
(Appointed 28 October 2024)
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr A Clyne
Director
23 December 2025
PROJECT CYCLONE TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2025
- 2 -
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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 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 ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
PROJECT CYCLONE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT CYCLONE TOPCO LIMITED
- 3 -
Opinion
We have audited the financial statements of Project Cyclone Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 March 2025 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's loss for the Period 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the directors' report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and
The directors' report has been prepared in accordance with applicable legal requirements.
PROJECT CYCLONE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT CYCLONE TOPCO LIMITED
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the group and company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The group and company did not inform us of any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the group and company.
We considered the incentives and opportunities that exist in the group and company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the group and company, together with the discussions held with the group and company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to calculation of goodwill, useful life of goodwill, carrying value of goodwill.
Testing key revenue lines, in particular cut-off, for evidence of management bias.
Obtaining third-party confirmation of material bank and loan balances.
Documenting and verifying all significant related party and consolidated balances and transactions.
Testing all material consolidation adjustments.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.
PROJECT CYCLONE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT CYCLONE TOPCO LIMITED
- 5 -
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
Russell Nathan (Senior Statutory Auditor)
For and on behalf of HW Fisher Audit, Statutory Auditor
Chartered Accountants
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
23 December 2025
PROJECT CYCLONE TOPCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 MARCH 2025
- 6 -
Period
ended
31 March
2025
Notes
£
Turnover
7,633,687
Cost of sales
(2,718,723)
Gross profit
4,914,964
Administrative expenses
(4,261,030)
Deal costs
(435,159)
Goodwill amortisation
(3,339,161)
Operating loss
(3,120,386)
Interest receivable and similar income
4
23,337
Interest payable and similar expenses
(622,347)
Loss before taxation
(3,719,396)
Tax on loss
(171,240)
Loss for the financial Period
(3,890,636)
(Loss)/profit for the financial Period is all attributable to the owners of the parent company.
The notes on pages 11 to 19 form part of these financial statements.
PROJECT CYCLONE TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 7 -
2025
Notes
£
£
Fixed assets
Intangible assets
5
30,052,445
Tangible assets
6
208,066
30,260,511
Current assets
Debtors
9
4,614,820
Cash at bank and in hand
2,010,800
6,625,620
Creditors: amounts falling due within one year
10
(4,236,448)
Net current assets
2,389,172
Total assets less current liabilities
32,649,683
Creditors: amounts falling due after more than one year
11
(16,491,458)
Net assets
16,158,225
Capital and reserves
Called up share capital
12
850
Share premium account
13
20,046,566
Profit and loss reserves
(3,889,191)
Total equity
16,158,225
These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:
23 December 2025
Mr A Clyne
Director
Company registration number 16029440 (England and Wales)
PROJECT CYCLONE TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 8 -
2025
Notes
£
£
Fixed assets
Investments
7
1
Current assets
Debtors
9
20,040,000
Net current assets
20,040,000
Total assets less current liabilities
20,040,001
Capital and reserves
Called up share capital
12
850
Share premium account
13
20,039,151
Total equity
20,040,001
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:
23 December 2025
Mr A Clyne
Director
Company registration number 16029440 (England and Wales)
PROJECT CYCLONE TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2025
- 9 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 21 October 2024
-
-
-
-
Period ended 31 March 2025:
Loss for the period
-
-
(3,890,636)
(3,890,636)
Other comprehensive income:
Currency translation differences
-
-
1,445
1,445
Total comprehensive income
-
-
(3,889,191)
(3,889,191)
Issue of share capital
12
850
20,046,566
-
20,047,416
Balance at 31 March 2025
850
20,046,566
(3,889,191)
16,158,225
PROJECT CYCLONE TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2025
- 10 -
Share capital
Share premium account
Total
Notes
£
£
£
Balance at 21 October 2024
-
-
-
Period ended 31 March 2025:
Profit and total comprehensive income
-
-
Issue of share capital
12
850
20,039,151
20,040,001
Balance at 31 March 2025
850
20,039,151
20,040,001
PROJECT CYCLONE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
- 11 -
1
Accounting policies
Company information
Project Cyclone Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .
The group consists of Project Cyclone Topco Limited and all of its subsidiaries.
1.1
Reporting period
The company was incorporated on 21 October 2024 and the accounts are prepared from this date to 31 March 2025.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.4
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Project Cyclone Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
PROJECT CYCLONE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
1.5
Going concern
The directors have a reasonable expectation that the group and company have adequate resources to continue in operation for the foreseeable future.
The group has performed well during the year ended 31 March 2025 and this performance has continued post year end. The directors have considered the ability of the group to trade for a period of twelve months post year end, considering current financial performance, liquidity, and forecast performance.
At the time of approving the financial statements, the directors are confident the group and company will have adequate resources to continue in operational existence for a period of at least twelve months and meet all their liabilities as and when they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.6
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
1.7
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.8
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
25% reducing balance
Computers
25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.9
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
PROJECT CYCLONE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
1.10
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.12
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.13
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
PROJECT CYCLONE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.18
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
PROJECT CYCLONE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 15 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Goodwill amortisation period
Goodwill is amortised over its useful economic life. The useful economic life of goodwill has been deemed to be 10 years as the directors have assessed this to be representative of the period over which the entity expects to derive economic benefit.
3
Employees
The average monthly number of persons (including directors) employed by the group and company during the Period was:
Group
Company
2025
2025
Number
Number
Total
128
4
Interest receivable and similar income
2025
£
Other interest receivable and similar income
23,337
PROJECT CYCLONE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 16 -
5
Intangible fixed assets
Group
Goodwill
£
Cost
At 21 October 2024
Additions
33,391,606
At 31 March 2025
33,391,606
Amortisation and impairment
At 21 October 2024
Amortisation charged for the Period
3,339,161
At 31 March 2025
3,339,161
Carrying amount
At 31 March 2025
30,052,445
The company had no intangible fixed assets at 31 March 2025.
6
Tangible fixed assets
Group
Plant and machinery etc
£
Cost
At 21 October 2024
Additions
239,373
At 31 March 2025
239,373
Depreciation and impairment
At 21 October 2024
Depreciation charged in the Period
31,307
At 31 March 2025
31,307
Carrying amount
At 31 March 2025
208,066
The company had no tangible fixed assets at 31 March 2025.
PROJECT CYCLONE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 17 -
7
Fixed asset investments
Group
Company
2025
2025
£
£
Shares in group undertakings and participating interests
-
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 21 October 2024
-
Additions
1
At 31 March 2025
1
Carrying amount
At 31 March 2025
1
8
Subsidiaries
Details of the company's subsidiaries at 31 March 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Project Cyclone Midco Limited
Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER
Ordinary
100.00
Project Cyclone Bidco Limited
Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER
Ordinary
100.00
Coolr Ltd
Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER
Ordinary
100.00
Coolr Work Limited
Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER
Ordinary
100.00
Coolr Inc
531 Main Street
Suite 500
El Segundo,CA
90245
UNITED STATES
Ordinary
100.00
PROJECT CYCLONE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 18 -
9
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
3,405,684
Corporation tax recoverable
263,033
Other debtors
946,103
-
4,614,820
-
Amounts falling due after more than one year:
Amounts owed by group
-
20,040,000
Total debtors
4,614,820
20,040,000
10
Creditors: amounts falling due within one year
Group
Company
2025
2025
£
£
Trade creditors
1,025,089
Corporation tax payable
20,767
Other taxation and social security
576,247
Other creditors
2,614,345
4,236,448
11
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
£
£
Other creditors
16,491,458
The long-term loans are secured by fixed charges and floating charges over the group's assets.
During the year, Group subsidiaries entered into a combination of fixed-rate and variable-rate loan note arrangements with external investors, together with subsequent refinancing of a portion of this debt with a commercial bank.
The loans carry market-based interest terms and are repayable over periods of up to seven years. Further detail is provided in the consolidated financial statements of the parent company.
PROJECT CYCLONE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
11
Creditors: amounts falling due after more than one year
(Continued)
- 19 -
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
16,491,458
-
12
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
A Ordinary Share Capital of 1p each
40,000
400
B Ordinary Share Capital of 1p each
45,000
450
85,000
850
13
Share premium account
Share premium of £20 million has arisen following group acquisition during the period.
14
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
Group
Company
2025
2025
£
£
108,368
-
15
Controlling party
On 28 October 2024, the group underwent restructuring facilitated by funding from Growth Capital Partners LLP. Following this restructuring, the group does not have an ultimate controlling party.
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