Company registration number 07078648 (England and Wales)
THISTLE INITIATIVES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
THISTLE INITIATIVES LIMITED
COMPANY INFORMATION
Directors
J M Dingwall
M G Bellenger
Company number
07078648
Registered office
2nd Floor
4 St Paul's Churchyard
London
United Kingdom
EC4M 8AY
Auditor
Goodman Jones LLP
1st Floor Arthur Stanley House
40-50 Tottenham Street
London
W1T 4RN
THISTLE INITIATIVES LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of total comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 26
THISTLE INITIATIVES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

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

Review of the business

The Company's principal activity is the provision of regulatory compliance services. Headquartered in London, the Company provides expert services to a range of financial services firms, including acquisition due diligence, financial crime compliance, FCA applications, ongoing compliance support services, audits, advisory and remediation. The sectors serviced are Investments, payment services, credit & mortgages, digital assets and general insurance.

 

Our people are our greatest asset, their professionalism, their dedication to providing the highest quality service to our clients. The Company seeks talented, motivated people to work in a challenging environment.

 

The business continues to outperform in the sector during a period where management have also wound down and divested non-core assets. There has been continued investment into the core business to support a high demand for regulatory and compliance professional services. Alongside an expansion of service lines into Financial Crime and Change & Transformation to meet the growing needs of our financial services customers.

 

The directors are satisfied with the performance of the Company for the year.

 

Principal risks and uncertainties

The principal risks and uncertainties facing the Company include the following:

 

Key performance indicators

The Company considers adjusted gross profit and adjusted revenue to by the key performance indicator.

 

Adjusted gross profit was £5.3m (2024 £4.9m) at a margin of 57.3% (2024 60.1%).The directors consider that adjusted revenue for the current year to stand at £9.3m (2024 £8.1m) an increase of 15% year on year. The adjusted figure above seeks to reflect the current underlying trading of the Company adjusting for discontinued operations.

Financial risk management

Due to the nature of the Company's business, the relevant financial risks are cash flow risk and credit risk.

 

The Company manages its cash resources through the use of cash flow forecasting longer term, to better manage

the timing of cash inflows and outflows. Cash receipts and payments are reviewed monthly, and consideration is

given to working capital requirements. The Company holds significant cash in reserve as a buffer.

 

The Company's financial assets are bank balances and trade and other receivables. Credit risk on liquid funds is

managed by dealing with reputable banks. Credit risk on trade receivables is managed by the Company's credit

control policies.

THISTLE INITIATIVES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

On behalf of the board

M G Bellenger
Director
23 December 2025
THISTLE INITIATIVES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company continued to be that of the provision of regulatory compliance services.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

J M Dingwall
M G Bellenger
S E Long
(Resigned 1 July 2025)
Auditor

In accordance with the company's articles, a resolution proposing that Goodman Jones LLP be reappointed as auditor of the company will be put at a General Meeting.

Statement of directors' responsibilities

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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company’s auditor 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 company’s auditor is aware of that information.

THISTLE INITIATIVES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
Going concern

The directors have considered the forecast position of both the company and the wider group in reaching their

conclusions in respect of going concern.

 

In assessing the appropriateness of the going concern assumption, the directors have considered the ability of the

group to maintain adequate liquidity through the forecast period. Taking account of reasonably possible changes in

trading performance, the group's forecasts and projections show that the group is able to operate within the level of

its current resources.

 

The directors have a reasonable expectation that the company has adequate resources to continue in operational

existence for the foreseeable future and that it remains appropriate to continue to adopt the going concern basis in

preparing the annual report and financial statements.

 

Post balance sheet events

As detailed in note 24, subsequent to the year end the company disposed of the entire share capital of ATEB IT Solutions Limited. This is a non adjusting event and no changes have been made to the carrying value of the investment as at 31 March 2025.

 

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies regime.

On behalf of the board
M G Bellenger
Director
23 December 2025
THISTLE INITIATIVES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THISTLE INITIATIVES LIMITED
- 5 -
Opinion

We have audited the financial statements of Thistle Initiatives Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the statement of financial position, the 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:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our 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:

THISTLE INITIATIVES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THISTLE INITIATIVES LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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:

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 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 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.

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

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, 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 the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above. The further removed instances of non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

THISTLE INITIATIVES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THISTLE INITIATIVES LIMITED (CONTINUED)
- 7 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the 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.

Sarf Malik (Senior Statutory Auditor)
For and on behalf of Goodman Jones LLP, Statutory Auditor
Chartered Accountants
1st Floor Arthur Stanley House
40-50 Tottenham Street
London
W1T 4RN
23 December 2025
THISTLE INITIATIVES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
2025
2024
Notes
£
£
Revenue
3
10,085,169
9,284,305
Cost of sales
(300,031)
(112,869)
Gross profit
9,785,138
9,171,436
Administrative expenses
(9,268,696)
(7,384,689)
Other operating income
1,937
23,007
Operating profit before exceptional items
5
518,379
1,809,754
Amounts written off group debtors
4
(78,740)
(171,484)
Operating profit
5
439,639
1,638,270
Investment income
8
1,771
209,963
Finance costs
9
(269,538)
(246,138)
Other gains and losses
10
-
(713,203)
Profit before taxation
171,872
888,892
Tax on profit
11
(268,039)
(622,324)
(Loss)/profit for the financial year
(96,167)
266,568

The income statement has been prepared on the basis that all operations are continuing operations.

THISTLE INITIATIVES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Non-current assets
Goodwill
13
2,069,705
2,706,537
Property, plant and equipment
14
77,974
31,077
Investments
15
949,332
949,332
3,097,011
3,686,946
Current assets
Trade and other receivables
17
3,507,191
3,351,664
Cash and cash equivalents
3,270,271
2,404,974
6,777,462
5,756,638
Current liabilities
18
(4,305,702)
(4,050,018)
Net current assets
2,471,760
1,706,620
Total assets less current liabilities
5,568,771
5,393,566
Non-current liabilities
19
(2,470,983)
(2,201,457)
Provisions for liabilities
Deferred tax liability
20
9,615
7,769
(9,615)
(7,769)
Net assets
3,088,173
3,184,340
Equity
Called up share capital
22
10,000
10,000
Share premium account
417,487
417,487
Retained earnings
2,660,686
2,756,853
Total equity
3,088,173
3,184,340

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

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:
M G Bellenger
Director
Company registration number 07078648 (England and Wales)
THISTLE INITIATIVES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
Share capital
Share premium account
Retained earnings
Total
£
£
£
£
Balance at 1 April 2023
10,000
417,487
2,490,285
2,917,772
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
266,568
266,568
Balance at 31 March 2024
10,000
417,487
2,756,853
3,184,340
Year ended 31 March 2025:
Loss and total comprehensive income
-
-
(96,167)
(96,167)
Balance at 31 March 2025
10,000
417,487
2,660,686
3,088,173
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
1
Accounting policies
Company information

Thistle Initiatives Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 4 St Paul's Churchyard, London, United Kingdom, EC4M 8AY.

1.1
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.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Thistle Initiatives Group Limited. These consolidated financial statements are available from its registered office, 4 St. Paul's Churchyard, London, EC4M 8AY.

1.2
Going concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and that it remains appropriate to continue to adopt the going concern basis in preparing the annual report and financial statements.true

 

The Company’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company is able to operate comfortably within the level of its current working capital. Given the current demand for its services at the date of this report, the assumptions in these sensitivities, when taking into account the factors set out above, are considered to be highly unlikely to lead to any funding issues.

1.3
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses 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 5 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.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Development costs
33% on cost
1.6
Property, plant and equipment

Property, plant and equipment 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, fittings & equipment
15% on reducing balance
Computer equipment
33% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of non-current assets

At each reporting period end date, the company 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
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.

1.10
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
Basic financial assets

Basic financial assets, which include trade and other receivables 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company 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 company.

1.12
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.13
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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
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 income statement, 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 when the company has 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.

1.14
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 non-current 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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
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 leases asset are consumed.

1.17
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.

1.18

Software development costs

Expenditure on software development is prepaid until such time that the software is completed, tested and

readily marketable. The prepaid development costs are then written off over the useful economic life of the

developed software only where the expected economic benefit can be reliably estimated to exceed the initial

development expenditure. In all other cases, software development costs are written off in the year in which

they occur.

1.19

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's

pension scheme are charged to the profit and loss account in the period to which they relate.

THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of fixed assets and goodwill

At each reporting year end date, the company reviews the carrying amounts of goodwill and fixed asset investments 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.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of a cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. The estimated future cash flows used to assess the impairment of goodwill are based on management’s assumptions.

 

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

3
Revenue
2025
2024
£
£
Revenue analysed by class of business
Consultancy fees
10,051,498
9,199,457
Commissions received
33,671
84,848
10,085,169
9,284,305
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
3
Revenue
(Continued)
- 18 -
2025
2024
£
£
Revenue analysed by geographical market
United Kingdom
10,085,169
9,284,305
2025
2024
£
£
Other revenue
Interest income
1,771
2,479
Dividends received
-
207,484
4
Exceptional item
2025
2024
£
£
Expenditure
Impairment loss of group debtors
78,740
171,484
5
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
169
1,341
Fees payable to the company's auditor for the audit of the company's financial statements
31,900
30,400
Depreciation of property, plant and equipment
20,229
13,950
Amortisation of intangible assets
636,832
477,624
Operating lease charges
198,543
218,968
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
70
59
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
6
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
5,512,183
4,263,446
Social security costs
699,961
507,317
Pension costs
410,233
288,001
6,622,377
5,058,764
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
940,794
658,384
Company pension contributions to defined contribution schemes
49,945
38,233
990,739
696,617
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
311,550
292,092

The group considers directors and management to be the key management, and their remuneration is disclosed above.

8
Investment income
2025
2024
£
£
Interest income
Interest on bank deposits
1,771
2,479
Income from fixed asset investments
Income from shares in group undertakings
-
0
207,484
Total income
1,771
209,963
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
9
Finance costs
2025
2024
£
£
Interest on bank overdrafts and loans
12
-
Interest payable to group undertakings
269,526
246,138
269,538
246,138
10
Other gains and losses
2025
2024
£
£
Other gains and losses
-
(713,203)

In the prior year, following an impairment review, a provision was made against the investment in a subsidiary undertaking ATEB IT Solutions Limited.

11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
266,193
541,568
Adjustments in respect of prior periods
-
0
24,514
Group tax relief
-
0
54,104
Total current tax
266,193
620,186
Deferred tax
Origination and reversal of timing differences
1,846
2,138
Total tax charge
268,039
622,324
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
11
Taxation
(Continued)
- 21 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
171,872
888,892
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
42,968
222,223
Tax effect of expenses that are not deductible in determining taxable profit
30,517
67,085
Group relief
(22,157)
(54,104)
Permanent capital allowances in excess of depreciation
(16,782)
(4,495)
Depreciation on assets not qualifying for tax allowances
5,057
3,488
Amortisation on assets not qualifying for tax allowances
159,208
119,406
Under/(over) provided in prior years
29,146
24,514
Dividend income
-
0
(51,871)
Deferred taxation
7,046
2,138
Change in value of investments
-
0
178,301
Interest payable to group companies
33,036
61,535
Payment in respect of group loss relief claims
-
0
54,104
Taxation charge for the year
268,039
622,324
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Fixed asset investments
15
-
713,203
Recognised in:
Other gains and losses
-
713,203

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
13
Intangible fixed assets
Purchased goodwill
Development costs
Total
£
£
£
Cost
At 1 April 2024 and 31 March 2025
3,184,161
230,394
3,414,555
Amortisation and impairment
At 1 April 2024
477,624
230,394
708,018
Amortisation charged for the year
636,832
-
0
636,832
At 31 March 2025
1,114,456
230,394
1,344,850
Carrying amount
At 31 March 2025
2,069,705
-
0
2,069,705
At 31 March 2024
2,706,537
-
0
2,706,537
14
Property, plant and equipment
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
Cost
At 1 April 2024
1,360
90,426
91,786
Additions
29,707
37,419
67,126
At 31 March 2025
31,067
127,845
158,912
Depreciation and impairment
At 1 April 2024
510
60,199
60,709
Depreciation charged in the year
1,598
18,631
20,229
At 31 March 2025
2,108
78,830
80,938
Carrying amount
At 31 March 2025
28,959
49,015
77,974
At 31 March 2024
850
30,227
31,077
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
15
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
16
949,332
949,332
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
1,662,535
Amortisation
(713,203)
At 31 March 2025
949,332
Carrying amount
At 31 March 2025
949,332
At 31 March 2024
949,332
16
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Whitby 1 (CSL) Limited
England and Wales
Information technology services
Ordinary
100.00
ATEB Business Solutions Limited
England and Wales
Information technology services
Ordinary
100.00
ATEB IT Solutions Limited
England and Wales
Information technology services
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Whitby 1 (CSL) Limited
(832,158)
0
(122,442)
0
ATEB Business Solutions Limited
100
-
0
ATEB IT Solutions Limited
413,076
13,301
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
17
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Trade receivables
1,906,693
2,296,013
Gross amounts owed by contract customers
845,405
581,657
Amounts owed by group undertakings
420,684
228,607
Other receivables
99,360
74,501
Prepayments and accrued income
235,049
170,886
3,507,191
3,351,664
18
Current liabilities
2025
2024
£
£
Trade payables
295,619
161,570
Amounts owed to group undertakings
2,646,409
2,668,655
Corporation tax
81,596
130,246
Other taxation and social security
672,984
654,328
Other payables
213,618
37,894
Accruals and deferred income
395,476
397,325
4,305,702
4,050,018
19
Non-current liabilities
2025
2024
£
£
Amounts owed to group undertakings
2,470,983
2,201,457
Creditors which fall due after five years are payable as follows:
Payable other than by instalments
2,470,983
2,201,457

Amounts due to group undertakings of £2,470,983 (2024: £2,201,457) represents the value of loan notes and accrued interest payable to the company's immediate parent undertaking,Thistle Initiatives Holdings Limited. The maturity date is the earlier of an exit event or the eighth anniversary of the issue date.

THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
19,494
7,769
Asset of pension contributions
(9,879)
-
9,615
7,769
2025
Movements in the year:
£
Liability at 1 April 2024
7,769
Charge to profit or loss
1,846
Liability at 31 March 2025
9,615

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
410,233
288,001

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

22
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary 'A' shares of £1 each
7,000
7,000
7,000
7,000
Ordinary 'B' shares of £1 each
3,000
3,000
3,000
3,000
10,000
10,000
10,000
10,000
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
23
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
143,497
143,497
2-5 years
460,138
574,382
More than 5 years
-
29,253
24
Events after the reporting date

Subsequent to the year end the company sold its investment in ATEB IT Solutions Limited. This is a non adjusting event and no changes have been made to the carrying value of the investment as at 31 March 2025.

25
Related party transactions

At the year-end, an amount of £31,106 (2024: £nil) was owed to Resolution Compliance Limited, a company previously owned by Thistle Initiatives Limited and now owned by James Dingwall, a director of the company.

 

The company has taken advantage of the exemption in FRS 102 Section 33 from the requirement to disclose transactions with wholly owned group companies on the grounds that consolidated financial statements are prepared.

26
Ultimate controlling party

The intermediate parent company is Thistle Initiatives Group Limited. The ultimate parent company is Whitby TopCo Limited, a company incorporated in Jersey. Ultimate control rests with J Del Missier.

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