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Registered number: 15976524 DERWENT TOPCO LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE PERIOD ENDED 31 MARCH 2025
DERWENT TOPCO LIMITED CONTENTS
| Page
Statement of Financial Position | 1
Notes to the Financial Statements | 2 - 7
DERWENT TOPCO LIMITED REGISTERED NUMBER: 15976524 STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Investments | 5 |  | 5,551,929
|  |  | 5,551,929
Current assets |  |  |
Debtors: amounts falling due within one year | 6 | 676,342 |
|  | 676,342 |
Creditors: amounts falling due within one year | 7 | (28,312) |
Net current assets |  |  | 648,030
Total assets less current liabilities |  |  | 6,199,959
Creditors: amounts falling due after more than one year |  |  | (6,554,342)
Net (liabilities)/assets |  |  | (354,383)
Capital and reserves |  |  |
Called up share capital | 9 |  | 9,898
Profit and loss account | 10 |  | (364,281)
|  |  | (354,383)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
C N Tate
Director
Date: 10 March 2026
The notes on pages 2 to 7 form part of these financial statements. Page 1
DERWENT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
1. | General information
Derwent Topco Limited (company number 15976524) is a private company limited by shares and its incorporated in England and Wales. The registered office is 5 Marble Arch, London, United Kingdom, W1H 7EJ. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006 as applicable to the small companies regime. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The company is a holding company which is dependent on working capital provided to it by Condatis Group Limited, an indirect subsidiary of Derwent Topco Limited. The group has prepared a range of forecasts including reverse stress testing to assess the potential ongoing impact on the groups liquidity and ability to continue as a going concern. The reverse stress test models significant sales reductions, with corresponding mitigating actions, and shows the group can continue to operate for at least the next 12 months. The assumptions of the reverse stress test scenario are considered unlikely by the Directors however it has been noted that the ability to remain liquid after mitigating actions demonstrates the group’s strength. There will always be a credit risk associated with the group’s debtor book, but the Directors have assessed that their customers are also in good financial health and the risk is diversified. Based on the above, the Directors are confident that the actions and strategies in place result in the group being able to mitigate business threats as they arise and thus the group is able to continue as a going concern.
| 2.3 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 2
DERWENT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.4 | Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
| 2.5 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.6 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.7 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
| 2.8 | Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. Page 3
DERWENT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.9 | Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Deferred tax Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
| 2.10 | 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.
| 2.11 | Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Page 4
DERWENT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. The directors do not consider there to be any significant judgements or estimates in these financial statements.
4. | Employees
| The company has no employees other than the directors.
5. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 5,551,929
| At 31 March 2025 | 5,551,929
6. | Debtors
|  |  |  |  | 2025
|  |  |  |  | £
| Amounts owed by group undertakings | 676,342
Page 5
DERWENT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025
|  |  |  |  | £
| Amounts owed to group undertakings | 9,040
| Other taxation and social security | 19,272
|  | 28,312
8. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025
|  |  |  |  | £
| Accruals and deferred income | 364,281
| Share capital treated as debt | 6,190,061
|  | 6,554,342
9. | Share capital
|  |  |  |  | 2025
|  |  |  |  | £
| Shares classified as equity
|  | Allotted, called up and fully paid |
|  | 6,615 Ordinary A1 shares of £1.00 each | 6,615
|  | 1,385 Ordinary A2 shares of £1.00 each | 1,385
|  | 1,898 Ordinary B shares of £1.00 each | 1,898
|  |  | 9,898
|  |  |  |  | 2025
|  |  |  |  | £
| Shares classified as debt
|  | Allotted, called up and fully paid |
|  | 6,190,061 Priority shares of £1.00 each | 6,190,061
The Priority Shares shall rank in priority to the A Ordinary and the B Ordinary, which rank pari passu in all respects. Page 6
DERWENT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
10. | Reserves
Profit and loss account Profit and loss account includes all current and prior period retained profits and losses, less distributions to shareholders.
11. | Controlling party
The ultimate parent company in which these financial statements are consolidated is Bridgepoint Group PLC, a company registered within the UK. Copies of the consolidated group financial statements may be obtained from the parent company at 5 Marble Arch London, United Kingdom, W1H 7EJ. The ultimate controlling party is Bridgepoint Group PLC, a company registered within the UK.
12. | Pension commitments
The company operates a defined contribution scheme for all qualifying employees.
13. | Auditor's information
The auditor's report on the financial statements for the period ended 31 March 2025 was unqualified. The audit report was signed on 11 March 2026 by Nicola MacLennan (Senior Statutory Auditor) on behalf of AAB Audit & Accountancy Limited.
Page 7