Company registration number 16008599 (England and Wales)
OMNE TOPCO LIMITED (CONSOLIDATION)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2025
PAGES FOR FILING WITH REGISTRAR
OMNE TOPCO LIMITED (CONSOLIDATION)
CONTENTS
Page
Group statement of comprehensive income
1
Group balance sheet
2
Company balance sheet
3
Notes to the financial statements
4 - 17
OMNE TOPCO LIMITED (CONSOLIDATION)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MAY 2025
- 1 -
Period
ended
31 May
2025
£
Loss for the period
(1,715,897)
Other comprehensive income
-
Total comprehensive loss for the period
(1,715,897)
Total comprehensive loss for the period is all attributable to the owners of the parent company.

The notes on pages 4 to 17 form part of these financial statements.

OMNE TOPCO LIMITED (CONSOLIDATION)
GROUP BALANCE SHEET
AS AT
31 MAY 2025
31 May 2025
- 2 -
2025
Notes
£
£
Fixed assets
Intangible assets
8
9,612,243
Tangible assets
9
425,335
10,037,578
Current assets
Stocks
29,682
Debtors
11
2,336,390
Cash at bank and in hand
1,603,691
3,969,763
Creditors: amounts falling due within one year
12
(1,657,777)
Net current assets
2,311,986
Total assets less current liabilities
12,349,564
Creditors: amounts falling due after more than one year
13
(12,973,339)
Provisions for liabilities
(76,996)
Net liabilities
(700,771)
Capital and reserves
Called up share capital
15
95,224
Share premium account
919,902
Profit and loss reserves
(1,715,897)
Total equity
(700,771)

The notes on pages 4 to 17 form part of these financial statements.

T he directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 28 November 2025 and are signed on its behalf by:
28 November 2025
M P Gividen
Director
Company registration number 16008599 (England and Wales)
OMNE TOPCO LIMITED (CONSOLIDATION)
COMPANY BALANCE SHEET
AS AT 31 MAY 2025
31 May 2025
- 3 -
2025
Notes
£
£
Current assets
Debtors
11
9,813,015
Net current assets
9,813,015
Creditors: amounts falling due after more than one year
13
(9,313,802)
Net assets
499,213
Capital and reserves
Called up share capital
15
95,224
Share premium account
919,902
Profit and loss reserves
(515,913)
Total equity
499,213

The notes on pages 4 to 17 form part of these financial statements.

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 £515,913.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on
28 November 2025
28 November 2025
and are signed on its behalf by:
28 November 2025
M P Gividen
Director
Company registration number 16008599 (England and Wales)
OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2025
- 4 -
1
Accounting policies
Company information

Omne Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6 Doolittle Yard, Froghall Road, Ampthill, Bedfordshire, MK45 2NW.

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

1.1
Reporting period

The financial statement represent the period from incorporation on 9 October 2024 to 31 May 2025.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary 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.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Omne Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 May 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.

OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 5 -

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.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

Notwithstanding the net liabilities of £700,771, a t 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.

We have obtained a loan confirmation from YFM, which confirms it does not intend to demand repayment of any loans or other amounts owed by Omne Topco Limited for a period of at least twelve months from the date of signing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. 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.

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.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 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.

OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 6 -
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Improvements to property
25% on reducing balance
Fixtures and fittings
25% on reducing balance
Motor vehicles
25% on reducing balance

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

1.9
Fixed asset investments

Equity 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.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 7 -
1.11
Stocks

Stocks are stated at the lower of cost and net realisable value.

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.

1.12
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.

1.13
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, 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.

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.

OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 8 -
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.

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.

1.14
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.

OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 9 -
1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
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.

1.17
Retirement benefits

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

1.18
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.

1.19
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.

OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 10 -
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.

3
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
44,000
Audit of the financial statements of the company's subsidiaries
8,599
52,599
4
Employees

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

Group
Company
2025
2025
Number
Number
65
0
5
Directors' remuneration
2025
£
Remuneration for qualifying services
381,721
Social security costs
50,027
Company pension contributions to defined contribution schemes
16,329
448,077
OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
5
Directors' remuneration
(Continued)
- 11 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
£
Remuneration for qualifying services
108,760
Social security costs
14,734
Company pension contributions to defined contribution schemes
10,000
6
Interest payable and similar expenses
2025
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
203,740
Interest on shareholder loan notes
614,883
818,623
Other finance costs:
Other interest
1,276
Total finance costs
819,899
7
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
29,146
Deferred tax
Origination and reversal of timing differences
(96,673)
Total tax credit
(67,527)
OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 12 -
8
Intangible fixed assets
Group
Goodwill
£
Cost
At 9 October 2024
-
0
Additions
10,207,692
At 31 May 2025
10,207,692
Amortisation and impairment
At 9 October 2024
-
0
Amortisation charged for the period
595,449
At 31 May 2025
595,449
Carrying amount
At 31 May 2025
9,612,243
The company had no intangible fixed assets at 31 May 2025.
9
Tangible fixed assets
Group
Improvements to property
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 9 October 2024
-
0
-
0
-
0
-
0
Additions
-
0
44,340
76,000
120,340
Business combinations
81,419
114,780
255,009
451,208
Disposals
-
0
(2,431)
(75,842)
(78,273)
At 31 May 2025
81,419
156,689
255,167
493,275
Depreciation and impairment
At 9 October 2024
-
0
-
0
-
0
-
0
Depreciation charged in the period
13,053
20,113
34,774
67,940
At 31 May 2025
13,053
20,113
34,774
67,940
Carrying amount
At 31 May 2025
68,366
136,576
220,393
425,335
The company had no tangible fixed assets at 31 May 2025.
OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 13 -
10
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Omne Bidco Ltd
Same as parent
Holding company
Ordinary
100.00
-
2MG Ltd
Same as parent
Dormant
Ordinary
0
100.00
Omne Agency Ltd
Same as parent
Food service marketing agency
Ordinary
0
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)
£
£
Omne Bidco Ltd
(1,422,779)
0
(1,422,779)
0
2MG Ltd
205,360
-
0
Omne Agency Ltd
5,279,281
818,243
11
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
1,739,131
-
0
Corporation tax recoverable
310,533
-
0
Amounts owed by group
-
0
1,046,015
Other debtors
282,113
-
0
2,331,777
1,046,015
Amounts falling due after more than one year:
Amounts owed by group
-
0
8,767,000
Other debtors
4,613
-
0
4,613
8,767,000
Total debtors
2,336,390
9,813,015
OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 14 -
12
Creditors: amounts falling due within one year
Group
Company
2025
2025
£
£
Trade creditors
682,789
-
0
Corporation tax payable
61,242
-
0
Other taxation and social security
104,618
-
Other creditors
73,477
-
0
Accruals and deferred income
735,651
-
0
1,657,777
-
0
13
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
Notes
£
£
Other borrowings
14
12,313,802
9,313,802
Deferred consideration
659,537
-
0
12,973,339
9,313,802
14
Loans and overdrafts
Group
Company
2025
2025
£
£
Shareholder loan notes
9,313,802
9,313,802
Other loans
3,000,000
-
12,313,802
9,313,802
Payable after one year
12,313,802
9,313,802

Shareholder loan notes accrues interest at 12% pa. Quarterly repayment of some interest commences 29 October 2025. The loan and remaining interest is not due until October 2029.

The other loan is a 5 year revolving facility with quarterly instalments of interest.

OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 15 -
15
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A of £1 each
67,694
67,694
Ordinary B of £1 each
6,938
6,938
Ordinary C of £1 each
17,500
17,500
Ordinary D of £1 each
2,613
2,613
Ordinary E of £1 each
387
387
95,132
95,132
2025
2025
Preference share capital
Number
£
Issued and fully paid
Preference of 0.01p each
919,994
92
Preference shares classified as equity
92
Total equity share capital
95,224
16
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Duncan Stratford
Statutory Auditor:
Azets Audit Services
17
Acquisition of a business

On 29 October 2024 the group acquired 100 percent of the issued capital of 2MG Ltd.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Goodwill
340
Total consideration
340
OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
17
Acquisition of a business
(Continued)
- 16 -
The consideration was satisfied by:
£
Cash
340
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
-
Profit after tax
-

On 29 October 2024 the group acquired 100 percent of the issued capital of Omne Agency Ltd.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
451,208
-
451,208
Trade and other receivables
6,637,597
-
6,637,597
Cash and cash equivalents
232,407
-
232,407
Trade and other payables
(2,481,247)
-
(2,481,247)
Tax liabilities
(173,669)
-
(173,669)
Total identifiable net assets
4,666,296
-
4,666,296
Goodwill
10,207,352
Total consideration
14,873,648
The consideration was satisfied by:
£
Cash
13,287,179
Deferred consideration
659,537
Loan notes
926,932
14,873,648
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
6,621,561
Profit after tax
818,243
OMNE TOPCO LIMITED (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 17 -
18
Operating lease commitments
Lessee

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

Group
Company
2025
2025
£
£
593,774
-
19
Controlling party

The ultimate controlling party is YFM Equity Partners Buyout III LP by virtue of the shareholding.

2025-05-31 2024-10-09 false false CCH Software CCH Accounts Production 2025.300 No description of principal activity S J C Daranyi-Hudd C D H Davies M P Gividen R J Lewis-Stanton A Massey false 16008599 bus:Consolidated 2024-10-09 2025-05-31 16008599 2024-10-09 2025-05-31 16008599 bus:Consolidated 2025-05-31 16008599 2025-05-31 16008599 core:Goodwill bus:Consolidated 2025-05-31 16008599 core:LeaseholdImprovements bus:Consolidated 2025-05-31 16008599 core:FurnitureFittings bus:Consolidated 2025-05-31 16008599 core:MotorVehicles bus:Consolidated 2025-05-31 16008599 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2025-05-31 16008599 core:ShareCapital bus:Consolidated 2025-05-31 16008599 core:SharePremium bus:Consolidated 2025-05-31 16008599 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2025-05-31 16008599 core:ShareCapital 2025-05-31 16008599 core:SharePremium 2025-05-31 16008599 core:RetainedEarningsAccumulatedLosses 2025-05-31 16008599 bus:Director3 2024-10-09 2025-05-31 16008599 core:Goodwill 2024-10-09 2025-05-31 16008599 core:LeaseholdImprovements 2024-10-09 2025-05-31 16008599 core:FurnitureFittings 2024-10-09 2025-05-31 16008599 core:MotorVehicles 2024-10-09 2025-05-31 16008599 core:UKTax bus:Consolidated 2024-10-09 2025-05-31 16008599 core:Goodwill bus:Consolidated 2024-10-08 16008599 core:Goodwill core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-10-09 2025-05-31 16008599 core:Goodwill bus:Consolidated 2024-10-09 2025-05-31 16008599 core:LeaseholdImprovements bus:Consolidated 2024-10-08 16008599 core:FurnitureFittings bus:Consolidated 2024-10-08 16008599 core:MotorVehicles bus:Consolidated 2024-10-08 16008599 bus:Consolidated 2024-10-08 16008599 core:LeaseholdImprovements bus:Consolidated 2024-10-09 2025-05-31 16008599 core:FurnitureFittings bus:Consolidated 2024-10-09 2025-05-31 16008599 core:MotorVehicles bus:Consolidated 2024-10-09 2025-05-31 16008599 core:Subsidiary1 2024-10-09 2025-05-31 16008599 core:Subsidiary2 2024-10-09 2025-05-31 16008599 core:Subsidiary3 2024-10-09 2025-05-31 16008599 core:Subsidiary1 1 2024-10-09 2025-05-31 16008599 core:Subsidiary2 2 2024-10-09 2025-05-31 16008599 core:Subsidiary3 3 2024-10-09 2025-05-31 16008599 core:Subsidiary1 2025-05-31 16008599 core:Subsidiary2 2025-05-31 16008599 core:Subsidiary3 2025-05-31 16008599 core:CurrentFinancialInstruments bus:Consolidated 2025-05-31 16008599 core:CurrentFinancialInstruments 2025-05-31 16008599 core:Non-currentFinancialInstruments bus:Consolidated 2025-05-31 16008599 core:Non-currentFinancialInstruments 2025-05-31 16008599 core:CurrentFinancialInstruments core:WithinOneYear 2025-05-31 16008599 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 1 2025-05-31 16008599 core:Non-currentFinancialInstruments core:AfterOneYear 2 2025-05-31 16008599 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 2025-05-31 16008599 core:Non-currentFinancialInstruments core:AfterOneYear 2025-05-31 16008599 bus:PrivateLimitedCompanyLtd 2024-10-09 2025-05-31 16008599 bus:SmallCompaniesRegimeForAccounts 2024-10-09 2025-05-31 16008599 bus:FRS102 2024-10-09 2025-05-31 16008599 bus:Audited 2024-10-09 2025-05-31 16008599 bus:ConsolidatedGroupCompanyAccounts 2024-10-09 2025-05-31 16008599 bus:Director1 2024-10-09 2025-05-31 16008599 bus:Director2 2024-10-09 2025-05-31 16008599 bus:Director4 2024-10-09 2025-05-31 16008599 bus:Director5 2024-10-09 2025-05-31 16008599 bus:FullAccounts 2024-10-09 2025-05-31 xbrli:pure xbrli:shares iso4217:GBP