Knight Topco Limited
Annual Report and Financial Statements
For the year ended 30 April 2025
Company Registration No. 14746732 (England and Wales)
Knight Topco Limited
Company Information
Directors
R N Forder
R M Guegan
J F Morgan
J P Walker
T M Dunn
R W Hill
G E McDougall
M C Sutherland
Company number
14746732
Registered office
Unit 3 The Powerhouse Great Park Road
Bradley Stoke
Bristol
BS32 4RU
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Knight Topco Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 34
Knight Topco Limited
Strategic Report
For the year ended 30 April 2025
Page 1

The directors present the strategic report for the year ended 30 April 2025.

Fair review of the business

The company provides a full spectrum of cyber security services, from risk management and system design through to developing and implementing cyber security strategies. The business operates in both the public and private sectors but with a focus and expert level of knowledge for the defence sector. The business exists to enable clients to understand their cyber security risks and deliver their business securely.

The basis of the company’s work is projects and contracts which rely heavily on existing client relationships and the ability to win new clients for growth. The company has performed well in these areas and the Board remains confident about the prospects for the company to continue to be successful in the future.

As with all businesses, the company depends on the commitment, talent and technical expertise of its people. The company maintains regular engagement with its employees and promotes a positive, helpful and inclusive culture to ensure that it retains and attracts the best and most skilled people within the sectors it operates.

The results of the group for the year are set out in the Statement of Income and Retained Earnings. The group made a loss before taxation of £9,096,868 (2024: £9,034,148). The group generated turnover of £28,541,138 (2024: £24,907,204). The increase in turnover at the Logiq Consulting Ltd level is due to continuing to grow existing client relationships whilst developing new ones in the core services lines of the business.

The group generated a gross profit of £19,268,225 (2024: £16,680,446) reflecting the higher revenues whilst maintaining close control on the cost base and focusing on using resources in the most efficient way. This, coupled with continued excellence in delivery, helped to drive better relationships with clients which in turn generated additional revenues.

The group made an operating loss of £2,170,891 (2024: £2,998,116). At a Logiq Consulting Ltd level this company made an operating profit of £5,352,147 (2024: £4,618,264) which was up on the prior year and was the result of higher Gross Profit, coupled with targeted investments in Administrative expenses that helped drive efficiencies and revenue growth.

The balance sheet shows the group’s financial position. At 30 April 2025 the group was in a net current asset position of £64,465,324 (£69,110,022) and a net asset position of £1,841,956 (2024: £11,620,772).

Key performance indicators

The management team monitor various key performance indicators at the Logiq Consulting Ltd level, being the main trading subsidiary, including turnover and profitability compared to prior year.

12 months | 202 5 (£) | 202 4 (£) | Change (£) | Change (%)
Turnover | 28,541,138 | 27,043,870 | 1,497,268 | 5.5
Gross Profit | 18,946,004 | 16,935,476 | 2,010,528 | 11.9

External macro factors including political and economic uncertainty remained relevant during 2025 and this had an impact directly on the business through cost pressure and indirectly through client budgets. In light of these factors, outside of managements control, the key performance indicators for the year 2025 show a very positive trend and are in line with management’s expectations for the year .

Knight Topco Limited
Strategic Report (Continued)
For the year ended 30 April 2025
Page 2
Principal risks and uncertainties

The group’s activities are based principally on the agreed contracts to deliver cyber security services to clients and these contracts provide a significant level of continuity in supporting ongoing revenue streams.

Nevertheless, as is the nature of the cyber security services industry the key risks the company faces are the reduction of spend from clients, the loss of clients through either the cancellation of a contract or a competitive pitch process, or a cyber security breach which impacts the reputation of the company in the market. In addition, a significant proportion of turnover is derived from the Government sector, in particular defence, and therefore the risk of fluctuations in turnover can be more influenced by the wider economic and political environment. However, management continue to manage and mitigate these risks by:

· Maintaining and continually broadening a wide portfolio of clients and opportunities;

· Working closely with clients to ensure that projects achieve their key objectives;

· Winning new clients in core and new markets; and

· Developing a wide range of services to provide to clients to deepen each client relationship.

Future Developments

The group’s focus is to deliver innovative services to our clients in a timely and efficient manner. We continue to invest in key areas of the business which include delivery, innovation, Management and support functions including marketing and sales. This has helped to create a healthy pipeline and the Directors believe that the company is in a position to see continued growth.

On behalf of the board

J F Morgan
Director
26 September 2025
Knight Topco Limited
Directors' Report
For the year ended 30 April 2025
Page 3

The directors present their annual report and financial statements for the year ended 30 April 2025.

Principal activities

The principal activity of the company and group is that of information technology consultancy services.

Directors

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

R N Forder
R M Guegan
J F Morgan
J P Walker
T M Dunn
R W Hill
G E McDougall
M C Sutherland
Results and dividends

No ordinary dividends or preference share dividends were paid. The directors do not recommend payment of a further dividend.

Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 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 financial statements;

- prepare the financial statements 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.

Knight Topco Limited
Directors' Report (Continued)
For the year ended 30 April 2025
Page 4
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.

On behalf of the board
J F Morgan
Director
26 September 2025
Knight Topco Limited
Independent Auditor's Report
To the Members of Knight Topco Limited
Page 5
Opinion

We have audited the financial statements of Knight Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows 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 30 April 2025 and of the group's loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

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.

Knight Topco Limited
Independent Auditor's Report (Continued)
To the Members of Knight Topco Limited
Page 6

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 Strategic Report and the Directors' R eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the Strategic Report or the Directors' R eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' R esponsibilities S tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Knight Topco Limited
Independent Auditor's Report (Continued)
To the Members of Knight Topco Limited
Page 7
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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Knight Topco Limited
Independent Auditor's Report (Continued)
To the Members of Knight Topco Limited
Page 8

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. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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.

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Ryan Day (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
26 September 2025
Chartered Accountants
6th Floor
Statutory Auditor
9 Appold Street
London
EC2A 2AP
Knight Topco Limited
Group Statement of Comprehensive Income
For the year ended 30 April 2025
Page 9
10 Month
Year
Period
ended
ended
30 April
30 April
2025
2024
Notes
£
£
Turnover
3
28,541,138
24,907,204
Cost of sales
(9,272,913)
(8,226,758)
Gross profit
19,268,225
16,680,446
Administrative expenses
(21,439,116)
(19,678,562)
Operating loss
4
(2,170,891)
(2,998,116)
Interest receivable and similar income
8
36,659
16,733
Interest payable and similar expenses
9
(6,962,636)
(6,052,765)
Loss before taxation
(9,096,868)
(9,034,148)
Tax on loss
10
(729,948)
(550,204)
Loss for the financial year
(9,826,816)
(9,584,352)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
Knight Topco Limited
Group Balance Sheet
As at 30 April 2025
Page 10
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
57,323,849
64,414,309
Other intangible assets
11
455,026
41,166
Total intangible assets
57,778,875
64,455,475
Tangible assets
12
397,049
456,941
58,175,924
64,912,416
Current assets
Stocks
15
25,305
5,438
Debtors
16
3,971,698
4,899,030
Cash at bank and in hand
7,737,390
3,937,013
11,734,393
8,841,481
Creditors: amounts falling due within one year
17
(5,420,993)
(4,643,875)
Net current assets
6,313,400
4,197,606
Total assets less current liabilities
64,489,324
69,110,022
Creditors: amounts falling due after more than one year
18
(62,605,670)
(57,428,353)
Provisions for liabilities
Deferred tax liability
20
(41,698)
(60,897)
(41,698)
(60,897)
Net assets
1,841,956
11,620,772
Capital and reserves
Called up share capital
23
10,000
9,600
Share premium account
21,243,124
21,195,524
Profit and loss reserves
(19,411,168)
(9,584,352)
Total equity
1,841,956
11,620,772
The financial statements were approved by the board of directors and authorised for issue on 26 September 2025 and are signed on its behalf by:
26 September 2025
J F Morgan
Director
Knight Topco Limited
Company Balance Sheet
As at 30 April 2025
30 April 2025
Page 11
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
40,332,163
40,332,163
Current assets
Debtors
16
107,669
40,800
Creditors: amounts falling due within one year
17
(383,487)
(128,632)
Net current liabilities
(275,818)
(87,832)
Total assets less current liabilities
40,056,345
40,244,331
Creditors: amounts falling due after more than one year
18
(23,851,737)
(21,296,245)
Net assets
16,204,608
18,948,086
Capital and reserves
Called up share capital
23
10,000
9,600
Share premium account
21,243,124
21,195,524
Profit and loss reserves
(5,048,516)
(2,257,038)
Total equity
16,204,608
18,948,086

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £2,791,478 (2024 - £2,257,038 loss).

The financial statements were approved by the board of directors and authorised for issue on 26 September 2025 and are signed on its behalf by:
26 September 2025
J F Morgan
Director
Company Registration No. 14746732 (England and Wales)
Knight Topco Limited
Group Statement of Changes in Equity
For the year ended 30 April 2025
Page 12
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 21 March 2023
-
0
-
0
-
0
-
Period ended 30 April 2024:
Loss and total comprehensive income for the period
-
-
(9,584,352)
(9,584,352)
Issue of share capital
23
9,600
21,195,524
-
21,205,124
Balance at 30 April 2024
9,600
21,195,524
(9,584,352)
11,620,772
Year ended 30 April 2025:
Loss and total comprehensive income for the year
-
-
(9,826,816)
(9,826,816)
Issue of share capital
23
400
47,600
-
48,000
Balance at 30 April 2025
10,000
21,243,124
(19,411,168)
1,841,956
Knight Topco Limited
Company Statement of Changes in Equity
For the year ended 30 April 2025
Page 13
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 21 March 2023
-
0
-
0
-
0
-
Period ended 30 April 2024:
Loss and total comprehensive income for the period
-
-
(2,257,038)
(2,257,038)
Issue of share capital
23
9,600
21,195,524
-
21,205,124
Balance at 30 April 2024
9,600
21,195,524
(2,257,038)
18,948,086
Year ended 30 April 2025:
Loss and total comprehensive income for the year
-
-
(2,791,478)
(2,791,478)
Issue of share capital
23
400
47,600
-
48,000
Balance at 30 April 2025
10,000
21,243,124
(5,048,516)
16,204,608
Knight Topco Limited
Group Statement of Cash Flows
For the year ended 30 April 2025
Page 14
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
5,605,911
1,255,025
Interest paid
(1,786,567)
(2,278,011)
Net cash inflow/(outflow) from operating activities
3,819,344
(1,022,986)
Investing activities
Purchase of intangible assets
(39,520)
(71,021)
Purchase of tangible fixed assets
(63,706)
(593,368)
Purchase of subsidiaries, net of cash acquired
(400)
(70,914,264)
Interest received
36,659
16,733
Net cash used in investing activities
(66,967)
(71,561,920)
Financing activities
Proceeds from issue of shares
48,000
21,205,124
Issue of preference shares
-
19,183,439
Cash received from borrowings
-
21,297,493
Cash received from new bank loans
-
14,835,863
Net cash generated from financing activities
48,000
76,521,919
Net increase in cash and cash equivalents
3,800,377
3,937,013
Cash and cash equivalents at beginning of year
3,937,013
-
0
Cash and cash equivalents at end of year
7,737,390
3,937,013
Knight Topco Limited
Notes to the Group Financial Statements
For the year ended 30 April 2025
Page 15
1
Accounting policies
Company information

Knight Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 3 The Powerhouse Great Park Road, Bradley Stoke, Bristol, BS32 4RU.

The group consists of Knight Topco Limited and all of its subsidiaries.

1.1
Reporting period

The financial statements have been prepared for the year ended 30 April 2025. The comparative financial statements were prepared for a period of 10 months from 02 June 2023 to 30 April 2024. This shorter period was due to the formation of the group, which required a shorter reporting period to align with the existing trading company's accounting year-end of 30 April.

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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, t he 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. I nvestments in subsidiaries, joint ventures and associates 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.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
1
Accounting policies
(Continued)
Page 16
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Knight Topco Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 30 April 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 g roup.

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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

At the balance sheet date the group had net assets of £1,841,956 (2024: £11,620,772) and during the financial year recognised a loss of £9,826,816 (2024: £9,584,352) due to non cash movements such as amortisation and interest payable. These are expected to continue and consequently, the Group is expecting to be in a net liabilities position as at 30 th April 2026. Management does not consider this to give rise to a material uncertainty regarding the entity’s ability to continue as a going concern.

Logiq Consulting Ltd, a subsidiary, has confirmed that it will provide financial support if required and enable the company to continue trading and meet its external liabilities as they fall due for a period of at least twelve months from the date of signing these financial statements.

Logiq Consulting Ltd has a fixed and floating charge over its assets, ensuring the Group, headed by Knight Topco Limited, can service its bank loans (see Note 19) as and when required.

Having prepared a forecast for the twelve months from the date of approval of the financial statements, the Directors believe the Group has adequate cash resources at its disposal in the order to meet its obligations as and when they become due for at least twelve months from the date of approval.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
1
Accounting policies
(Continued)
Page 17
1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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 it is probable will be recovered. Revenue on time and material contracts is based on invoiced amounts, derived by time and materials spent in that period at the contracted rate. Service costs and support is recognised in the month the service is provided.

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrate d, this includes staff costs which are capitalised when they are directly attributable to the construction or development of a qualifying asset.

1.8
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 10 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.

1.9
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:

Software
25% on reducing balance
Development costs
3 years straight line
1.10
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.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
1
Accounting policies
(Continued)
Page 18

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:

Improvements to property
10% on reducing balance
Fixtures and fittings
25% on reducing balance
Computers
25% 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 recognised in the profit and loss account.

1.11
Fixed asset investments

Equity in vest ments 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.

I n 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.

1.12
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.

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.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
1
Accounting policies
(Continued)
Page 19
1.13
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.14
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.

1.15
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 m ethod 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.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
1
Accounting policies
(Continued)
Page 20
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 group 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 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 paymen ts 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.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
1
Accounting policies
(Continued)
Page 21
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 th r ough 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 group's contractual obligations expire or are discharged or cancelled.

1.16
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.

1.17
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.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
1
Accounting policies
(Continued)
Page 22
1.18
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.

1.19
Retirement benefits

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

1.20
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
1
Accounting policies
(Continued)
Page 23
1.21
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 lease d asset are consumed.

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.

Impairment of goodwill

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The directors are unable to make a reliable estimate of the useful life of goodwill at present, therefore have defaulted to ten years. See note 11 for the carrying amount of the intangible assets.

Goodwill allocation

The directors have reviewed the nature of the other intangible assets, such as the brand and customer lists, and have concluded these cannot be separately identified on the balance sheet. Therefore the directors are not able to attribute goodwill to these other intangible assets.

Impairment of investments

Investments in subsidiaries are held as fixed assets and shown at cost. On consolidation the carrying value of investments is eliminated.

The carrying values of fixed asset investments are reviewed for impairment when an event or changes in circumstances indicate the carrying value may not be fully recoverable.

Capitalisation of development costs

The directors exercise judgement in determining whether development costs meet the criteria for capitalisation as an intangible asset under FRS 102. Capitalisation is only appropriate when the product or process is technically and commercially feasible, the company has the ability to accurately allocate and measure staff time and other directly attributable development costs, the company has sufficient resources to complete the development and it is probable that the asset will generate future economic benefits.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
Page 24
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Consultancy
21,977,419
20,719,999
Service cost and support
5,917,054
3,398,986
Build and accreditation
206,920
261,022
Hardware, Peripherals, Software
439,745
527,197
28,541,138
24,907,204
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
28,541,138
24,907,204
2025
2024
£
£
Other revenue
Interest income
36,659
16,733
4
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging:
Depreciation of owned tangible fixed assets
123,598
131,726
Amortisation of intangible assets
7,104,933
6,505,613
Operating lease charges
99,853
92,820
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
56,000
53,000
For other services
Accounts preparation
15,500
14,500
Taxation compliance services
-
7,500
15,500
22,000
Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
Page 25
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Consultancy
100
98
-
-
DISX
35
22
-
-
Overhead
21
15
1
1
Total
156
135
1
1

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
10,490,514
9,175,635
66,697
59,881
Social security costs
1,181,081
1,062,268
7,967
6,437
Pension costs
784,261
659,220
-
0
-
0
12,455,856
10,897,123
74,664
66,318
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
854,297
697,381
Company pension contributions to defined contribution schemes
55,922
52,082
910,219
749,463
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2024 - 5).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
175,000
141,420
Company pension contributions to defined contribution schemes
14,000
10,571
Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
Page 26
2025
2024
8
£
£
Interest income
Interest on bank deposits
36,659
16,733

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
36,659
16,733
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
6,962,636
6,052,765
6,962,636
6,052,765
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
490,704
6,077
Adjustments in respect of prior periods
17,507
-
0
Total current tax
508,211
6,077
Deferred tax
Origination and reversal of timing differences
221,737
544,127
Total tax charge
729,948
550,204
Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
10
Taxation
(Continued)
Page 27

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

2025
2024
£
£
Loss before taxation
(9,096,868)
(9,034,148)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(2,274,217)
(2,258,537)
Tax effect of expenses that are not deductible in determining taxable profit
2,886,517
2,797,041
Adjustments in respect of prior years
(72,112)
-
0
Permanent capital allowances in excess of depreciation
10,607
12,091
Tax at marginal rate
-
0
(391)
Movement in deferred tax not recognised
179,153
-
Taxation charge
729,948
550,204
Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
Page 28
11
Intangible fixed assets
Group
Goodwill
Software
Development costs
Total
£
£
£
£
Cost
At 1 May 2024
70,914,264
43,416
-
0
70,957,680
Additions - internally developed
-
0
-
0
388,413
388,413
Additions - separately acquired
-
0
39,520
-
0
39,520
Additions - business combinations
400
-
0
-
0
400
At 30 April 2025
70,914,664
82,936
388,413
71,386,013
Amortisation and impairment
At 1 May 2024
6,499,955
2,250
-
0
6,502,205
Amortisation charged for the year
7,090,860
14,073
-
0
7,104,933
At 30 April 2025
13,590,815
16,323
-
0
13,607,138
Carrying amount
At 30 April 2025
57,323,849
66,613
388,413
57,778,875
At 30 April 2024
64,414,309
41,166
-
0
64,455,475
The company had no intangible fixed assets at 30 April 2025 or 30 April 2024.
12
Tangible fixed assets
Group
Improvements to property
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 May 2024
264,202
31,211
269,233
564,646
Additions
-
0
-
0
63,706
63,706
At 30 April 2025
264,202
31,211
332,939
628,352
Depreciation and impairment
At 1 May 2024
26,088
7,803
73,814
107,705
Depreciation charged in the year
23,811
5,852
93,935
123,598
At 30 April 2025
49,899
13,655
167,749
231,303
Carrying amount
At 30 April 2025
214,303
17,556
165,190
397,049
At 30 April 2024
238,114
23,408
195,419
456,941
The company had no tangible fixed assets at 30 April 2025 or 30 April 2024.
Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
12
Tangible fixed assets
(Continued)
Page 29
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
40,332,163
40,332,163
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 May 2024 and 30 April 2025
40,332,163
Carrying amount
At 30 April 2025
40,332,163
At 30 April 2024
40,332,163
14
Subsidiaries

Details of the company's subsidiaries at 30 April 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Knight Midco 1 Limited
England and Wales
Ordinary
100.00
-
Knight Midco 2 Limited
England and Wales
Ordinary
0
100.00
Knight Bidco Limited
England and Wales
Ordinary
0
100.00
Logiq Consulting Ltd
England and Wales
Ordinary
0
100.00

The members of Knight Topco Limited have actioned the exemption from audit under s479A-479C of the Companies Act 2006 (the Act) in relation to the following companies:

- Knight Midco 1 Limited (14746845)

- Knight Midco 2 Limited (14746999)

These companies are therefore exempt from the requirements of the Act relating to the audit of individual accounts.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
Page 30
15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
25,305
5,438
-
0
-
0
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,600,805
2,518,815
-
0
-
0
Amounts owed by group undertakings
-
-
39,480
30,800
Other debtors
85,233
334,466
66,393
10,000
Prepayments and accrued income
2,285,660
1,804,813
1,796
-
0
3,971,698
4,658,094
107,669
40,800
Amounts falling due after more than one year:
Deferred tax asset (note 20)
-
0
240,936
-
0
-
0
Total debtors
3,971,698
4,899,030
107,669
40,800
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
19
-
0
1,248
-
0
-
0
Trade creditors
1,356,758
999,012
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
381,732
126,809
Corporation tax payable
514,288
6,077
-
0
-
0
Other taxation and social security
1,174,929
2,149,121
1,755
1,823
Deferred income
21
1,388,947
441,798
-
0
-
0
Accruals
986,071
1,046,619
-
0
-
0
5,420,993
4,643,875
383,487
128,632
Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
Page 31
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
19
14,902,203
14,835,863
-
0
-
0
Other borrowings
19
47,703,467
42,592,490
23,851,737
21,296,245
62,605,670
57,428,353
23,851,737
21,296,245
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
14,902,203
14,835,863
-
0
-
0
Preference shares
23,851,737
21,296,245
23,851,737
21,296,245
Loans from related parties
-
0
1,248
-
0
-
0
Unsecured redeemable loan notes
23,851,730
21,296,245
-
0
-
0
62,605,670
57,429,601
23,851,737
21,296,245
Payable within one year
-
0
1,248
-
0
-
0
Payable after one year
62,605,670
57,428,353
23,851,737
21,296,245

The long-term bank loans are secured by fixed and floating charges over the assets of Knight Bidco Limited and Logiq Consulting Ltd. The above loan balance is net of debt arrangement fees and the gross closing balance of the loan at year end is £15,279,911 (2024: £15,306,071). The loan is repayable on the 1 June 2029.

20
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
41,698
60,897
-
-
Tax losses
-
-
-
240,936
41,698
60,897
-
240,936
The company has no deferred tax assets or liabilities.
Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
20
Deferred taxation
(Continued)
Page 32
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 01 May 2024
180,039
-
Credit to profit or loss
(221,737)
-
Asset at 30 April 2025
(41,698)
-

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

21
Deferred income
Group
Company
2025
2024
2025
2024
£
£
£
£
Other deferred income
1,388,947
441,798
-
-
22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
784,261
659,220

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 1p each
380,536
380,536
3,805
3,805
Ordinary B of 1p each
512,608
512,608
5,126
5,126
Ordinary C of 1p each
100,000
60,000
1,000
600
Ordinary D of 1p each
6,856
6,856
69
69
1,000,000
960,000
10,000
9,600
Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
23
Share capital
(Continued)
Page 33

During the year 40,000 ordinary C shares of £0.01 were allotted for a total consideration of £48,000.

The A, B, C and D ordinary shares rank pari passu.

24
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
79,292
50,113
-
-
Between two and five years
86,056
60,852
-
-
165,348
110,965
-
-
25
Related party transactions

The group has taken the Section 33 exemption under FRS 102 from the requirement to disclose transactions with wholly owned members of the group.

There were no other related party transactions that required disclosure under FRS 102.

26
Controlling party

Knight Topco Limited is the ultimate parent company of this group. The registered address is Unit 3 The Powerhouse Great Park Road, Bradley Stoke, Bristol, BS32 4RU, where copies of the consolidated group accounts can be obtained.

There is no one ultimate controlling party.

Knight Topco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2025
Page 34
27
Cash generated from group operations
2025
2024
£
£
Loss for the year after tax
(9,826,816)
(9,584,352)
Adjustments for:
Taxation charged
729,948
550,204
Finance costs
6,962,636
6,052,765
Investment income
(36,659)
(16,733)
Internally generated intangible assets
(388,413)
-
0
(Gain)/loss on disposal of tangible fixed assets
-
4,701
(Gain)/loss on disposal of intangible assets
-
24,197
Amortisation and impairment of intangible assets
7,104,933
6,505,613
Depreciation and impairment of tangible fixed assets
123,598
131,726
Movements in working capital:
Increase in stocks
(19,867)
(5,438)
Decrease/(increase) in debtors
686,396
(4,899,030)
(Decrease)/increase in creditors
(676,994)
2,049,574
Increase in deferred income
947,149
441,798
Cash generated from operations
5,605,911
1,255,025
28
Analysis of changes in net debt - group
1 May 2024
Cash flows
30 April 2025
£
£
£
Cash at bank and in hand
3,937,013
3,800,377
7,737,390
Borrowings excluding overdrafts
(57,429,601)
(5,176,069)
(62,605,670)
(53,492,588)
(1,375,692)
(54,868,280)
2025-04-30 2024-05-01 false false CCH Software CCH Accounts Production 2025.300 R N Forder R M Guegan J F Morgan J P Walker T M Dunn R W Hill G E McDougall M C Sutherland false 14746732 2024-05-01 2025-04-30 14746732 bus:Director1 2024-05-01 2025-04-30 14746732 bus:Director2 2024-05-01 2025-04-30 14746732 bus:Director3 2024-05-01 2025-04-30 14746732 bus:Director4 2024-05-01 2025-04-30 14746732 bus:Director5 2024-05-01 2025-04-30 14746732 bus:Director6 2024-05-01 2025-04-30 14746732 bus:Director7 2024-05-01 2025-04-30 14746732 bus:Director8 2024-05-01 2025-04-30 14746732 bus:RegisteredOffice 2024-05-01 2025-04-30 14746732 2025-04-30 14746732 bus:Consolidated 2024-05-01 2025-04-30 14746732 bus:Consolidated 2023-03-21 2024-04-30 14746732 2023-03-21 2024-04-30 14746732 bus:Consolidated 2025-04-30 14746732 core:Goodwill bus:Consolidated 2025-04-30 14746732 core:Goodwill bus:Consolidated 2024-04-30 14746732 core:OtherResidualIntangibleAssets bus:Consolidated 2025-04-30 14746732 core:OtherResidualIntangibleAssets bus:Consolidated 2024-04-30 14746732 bus:Consolidated 2024-04-30 14746732 core:ComputerSoftware bus:Consolidated 2025-04-30 14746732 core:DevelopmentCostsCapitalisedDevelopmentExpenditure bus:Consolidated 2025-04-30 14746732 core:ComputerSoftware bus:Consolidated 2024-04-30 14746732 core:DevelopmentCostsCapitalisedDevelopmentExpenditure bus:Consolidated 2024-04-30 14746732 core:LeaseholdImprovements bus:Consolidated 2025-04-30 14746732 core:FurnitureFittings bus:Consolidated 2025-04-30 14746732 core:ComputerEquipment bus:Consolidated 2025-04-30 14746732 core:LeaseholdImprovements bus:Consolidated 2024-04-30 14746732 core:FurnitureFittings bus:Consolidated 2024-04-30 14746732 core:ComputerEquipment bus:Consolidated 2024-04-30 14746732 2024-04-30 14746732 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2025-04-30 14746732 core:CurrentFinancialInstruments bus:Consolidated 2024-04-30 14746732 core:ShareCapital bus:Consolidated 2025-04-30 14746732 core:ShareCapital bus:Consolidated 2024-04-30 14746732 core:SharePremium bus:Consolidated 2025-04-30 14746732 core:SharePremium bus:Consolidated 2024-04-30 14746732 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2025-04-30 14746732 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2024-04-30 14746732 core:ShareCapital 2025-04-30 14746732 core:ShareCapital 2024-04-30 14746732 core:SharePremium 2025-04-30 14746732 core:SharePremium 2024-04-30 14746732 core:RetainedEarningsAccumulatedLosses 2025-04-30 14746732 core:RetainedEarningsAccumulatedLosses 2024-04-30 14746732 core:ShareCapital bus:Consolidated 2023-03-20 14746732 core:SharePremium bus:Consolidated 2023-03-20 14746732 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2023-03-20 14746732 core:ShareCapital 2023-03-20 14746732 core:SharePremium 2023-03-20 14746732 core:RetainedEarningsAccumulatedLosses 2023-03-20 14746732 core:ShareCapital bus:Consolidated 2023-03-21 2024-04-30 14746732 core:SharePremium bus:Consolidated 2023-03-21 2024-04-30 14746732 core:ShareCapital bus:Consolidated 2024-05-01 2025-04-30 14746732 core:SharePremium bus:Consolidated 2024-05-01 2025-04-30 14746732 core:ShareCapital 2023-03-21 2024-04-30 14746732 core:SharePremium 2023-03-21 2024-04-30 14746732 core:ShareCapital 2024-05-01 2025-04-30 14746732 core:SharePremium 2024-05-01 2025-04-30 14746732 bus:Consolidated 2023-03-20 14746732 core:Goodwill 2024-05-01 2025-04-30 14746732 core:IntangibleAssetsOtherThanGoodwill 2024-05-01 2025-04-30 14746732 core:ComputerSoftware 2024-05-01 2025-04-30 14746732 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-05-01 2025-04-30 14746732 core:LeaseholdImprovements 2024-05-01 2025-04-30 14746732 core:FurnitureFittings 2024-05-01 2025-04-30 14746732 core:ComputerEquipment 2024-05-01 2025-04-30 14746732 core:UKTax bus:Consolidated 2024-05-01 2025-04-30 14746732 core:UKTax bus:Consolidated 2023-03-21 2024-04-30 14746732 bus:Consolidated 1 2024-05-01 2025-04-30 14746732 bus:Consolidated 1 2023-03-21 2024-04-30 14746732 bus:Consolidated 2 2024-05-01 2025-04-30 14746732 core:Goodwill bus:Consolidated 2024-04-30 14746732 core:ComputerSoftware bus:Consolidated 2024-04-30 14746732 core:DevelopmentCostsCapitalisedDevelopmentExpenditure bus:Consolidated 2024-04-30 14746732 bus:Consolidated 2024-04-30 14746732 core:Goodwill core:InternallyGeneratedIntangibleAssets bus:Consolidated 2024-05-01 2025-04-30 14746732 core:ComputerSoftware core:InternallyGeneratedIntangibleAssets bus:Consolidated 2024-05-01 2025-04-30 14746732 core:DevelopmentCostsCapitalisedDevelopmentExpenditure core:InternallyGeneratedIntangibleAssets bus:Consolidated 2024-05-01 2025-04-30 14746732 core:InternallyGeneratedIntangibleAssets bus:Consolidated 2024-05-01 2025-04-30 14746732 core:Goodwill core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-05-01 2025-04-30 14746732 core:ComputerSoftware core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-05-01 2025-04-30 14746732 core:DevelopmentCostsCapitalisedDevelopmentExpenditure core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-05-01 2025-04-30 14746732 core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-05-01 2025-04-30 14746732 core:Goodwill bus:Consolidated 2024-05-01 2025-04-30 14746732 core:ComputerSoftware bus:Consolidated 2024-05-01 2025-04-30 14746732 core:DevelopmentCostsCapitalisedDevelopmentExpenditure bus:Consolidated 2024-05-01 2025-04-30 14746732 core:LeaseholdImprovements bus:Consolidated 2024-04-30 14746732 core:FurnitureFittings bus:Consolidated 2024-04-30 14746732 core:ComputerEquipment bus:Consolidated 2024-04-30 14746732 core:LeaseholdImprovements bus:Consolidated 2024-05-01 2025-04-30 14746732 core:FurnitureFittings bus:Consolidated 2024-05-01 2025-04-30 14746732 core:ComputerEquipment bus:Consolidated 2024-05-01 2025-04-30 14746732 core:Subsidiary1 2024-05-01 2025-04-30 14746732 core:Subsidiary2 2024-05-01 2025-04-30 14746732 core:Subsidiary3 2024-05-01 2025-04-30 14746732 core:Subsidiary4 2024-05-01 2025-04-30 14746732 core:Subsidiary1 1 2024-05-01 2025-04-30 14746732 core:Subsidiary2 2 2024-05-01 2025-04-30 14746732 core:Subsidiary3 3 2024-05-01 2025-04-30 14746732 core:Subsidiary4 4 2024-05-01 2025-04-30 14746732 core:CurrentFinancialInstruments bus:Consolidated 2025-04-30 14746732 core:CurrentFinancialInstruments 2025-04-30 14746732 core:CurrentFinancialInstruments 2024-04-30 14746732 core:CurrentFinancialInstruments bus:Consolidated 1 2025-04-30 14746732 core:CurrentFinancialInstruments bus:Consolidated 1 2024-04-30 14746732 core:CurrentFinancialInstruments 2 2025-04-30 14746732 core:CurrentFinancialInstruments 3 2025-04-30 14746732 core:Non-currentFinancialInstruments bus:Consolidated 2025-04-30 14746732 core:Non-currentFinancialInstruments bus:Consolidated 2024-04-30 14746732 core:Non-currentFinancialInstruments 2025-04-30 14746732 core:Non-currentFinancialInstruments 2024-04-30 14746732 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2024-04-30 14746732 core:CurrentFinancialInstruments core:WithinOneYear 2025-04-30 14746732 core:CurrentFinancialInstruments core:WithinOneYear 2024-04-30 14746732 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 2025-04-30 14746732 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 2024-04-30 14746732 core:Non-currentFinancialInstruments core:AfterOneYear 2025-04-30 14746732 core:Non-currentFinancialInstruments core:AfterOneYear 2024-04-30 14746732 core:WithinOneYear bus:Consolidated 2025-04-30 14746732 core:WithinOneYear bus:Consolidated 2024-04-30 14746732 bus:PrivateLimitedCompanyLtd 2024-05-01 2025-04-30 14746732 bus:FRS102 2024-05-01 2025-04-30 14746732 bus:Audited 2024-05-01 2025-04-30 14746732 bus:ConsolidatedGroupCompanyAccounts 2024-05-01 2025-04-30 14746732 bus:FullAccounts 2024-05-01 2025-04-30 xbrli:pure xbrli:shares iso4217:GBP