Tetraprism Topco Limited
Annual Report and Financial Statements
For the period ended 31 May 2025
Company Registration No. 16278032 (England and Wales)
Tetraprism Topco Limited
Company Information
Directors
B Lewis
S J Lundy
T A J Price
P I Sadlier
M Smith
M O'Connell
Company number
16278032
Registered office
8 Bloomsbury Street
London
England
WC1B 3SR
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Tetraprism Topco Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 36
Tetraprism Topco Limited
Strategic Report
For the period ended 31 May 2025
Page 1

The directors present the strategic report for the period ended 31 May 2025.

Fair review of the business

The Group's principal activities are the provision of property risk management services, property compliance software and the supply of height safety equipment.

Group revenue for the period was £4.4m with gross profit of £2.1m, operating loss of £0.9 m and loss for the financial period of £1.2 m.

The Group’s total assets were £7 6.2 m and total current liabilities were £3.6 m. The year end cash balance was £2.7m.

The C ompany’s profit for the period was £16,127. The C ompany’s total assets were £55.7m and total liabilities were £54.8m.

The Group was formed on 26 February 2025 and acquired the entire share capital of Tetra Consulting Limited on 21 March 2025.

Financial key performance indicators

The Group and Company monitor the following key performance indicators (KPIs):

| 31 May 2025 Group | 31 May 2025 Company
Revenue | £4,412,324 | -
EBI TD A (as defined below) | £4 93,831 | (£5,000)
EBITDA margin | 11.2% | -
Headcount (average) | 197 | -
Revenue per employee | £22,400 | -
Cash at bank and in hand | £2,745,965 | -
Cash absorbed in operations | £1,315,070 | -

EBITDA is calculated as follows:

| 31 May 2025 Group | 31 May 2025 Company
Operating profit | (£880,603) | (£5,000)
Depreciation & amortisation | £1,37 0,535 | -
Bank charges & interest | £3,899 | -
EBITDA | £4 93,831 | (£5,000)

Tetraprism Topco Limited
Strategic Report (Continued)
For the period ended 31 May 2025
Page 2
Principal risks and uncertainties

The group faces a number of risks and uncertainties, some of which are capable of being mitigated and some which relate to external factors. The company maintains an active risk register which is reviewed each month at Board level and by the senior leadership team.

The Directors have identified several risks and work to mitigate them appropriately. There may be other risks and uncertainties that are currently unknown or are currently considered immaterial and may become more prev alent in the future.

- Economic conditions: The principal external risk relates to a general downturn in global or national economic conditions; however, this is partially mitigated by the high proportion of recurring revenue in the group’s principal activities, development of close partnerships with clients and diverse customer base.

- Competition: Competitive pressures exist in all markets where the group serves its clients, which could result in losing sales to key competitors. The group mitigates this by investing in strong account management teams to ensure we deliver as partners. Our self-delivery-only model of servicing clients ensures high-quality which is underpinned by our market-leading bespoke property compliance software, PRISM.

- Regulatory and compliance: The industries in which the group operate s are complex and fast-moving in terms of laws and regulations. We mitigate the risk of compliance failure with regular internal and external training sessions for professional staff. We maintain communication with regulatory bodies to ensure we are at the coalface of any changes in best practice and share these views with regular webinars for the wider industry.

- Liquidity and cash flow: The group monitors its cash flows on a daily, weekly and monthly basis in order to be able to discharge its liabilities as they fall due.

- Credit risk: Trade receivables represent the primary credit risk to the company with amounts presented on the balance sheet being net of allowances for bad debt. The group has no significant concentration of credit risk with exposure spread over a large number of clients and market segments.

- Foreign exchange: The company has limited exposure to foreign exchange due to the predomin an tly UK client base. Some services are supplied in USD, but the amounts are not material enough to constitute a significant risk to the company.

- People: The G roup recognises that its people are its key asset, without which the business would not be able to serv e its clients. The group strives to build a high-performance, high-support working environment with a dual focus on operational excellence and staff wellbeing. This ensures we retain our employees and deliver a consistent service to our clients.

- Cyber security: The group relies on the use of IT systems to process client and employee data, and so the instance of a cyber-attack is considered a key risk. Significant investment in specialist tools has been made to provide appropriate protection. Together with extensive employee training, the systems are routinely tested internally and externally to globally recognised standards.

Tetraprism Topco Limited
Strategic Report (Continued)
For the period ended 31 May 2025
Page 3
Business strategy and future developments

The G roup acquired Tetra Consulting Limited on 21 March 2025. Following the acquisition, the short-term focus is on consolidation while transitioning Tetra from an owner-managed business to a corporate entity with external shareholders. We will strengthen our internal procedures and governance to accelerate our organic growth while retaining our people-first culture that has been the hallmark of our success to date.

A s part of our strategic drive to create a future-proof structure, we have:

- Strengthened the experienced C-suite board with Chair and investment NEDs; supplemented with formalising the senior leadership team to shadow the executive providing long-term succession planning.

- Provided extensive employee direct ownership for key senior individuals so more people share in our continued success.

- Continued to invest in our bespoke, market-leading compliance software PRISM with further development of back-office systems and processes. This allows us to focus more people and time on what matters most: delivering first-class advice to our clients.

Our long-term strategy is constantly revised and updated but will be focused on these pillars:

- Client growth: continuing to provide excellent core service streams through technical expertise and practical advice, resulting in loyalty, referrals and recommendations from our existing client base.

- Service growth: create a more holistic property compliance offering to clients; building on our core services of health, safety & fire, water and asbestos with incremental enhancements to the advice we already provide. This will involve continuing to train existing employees to the highest standards and attracting new staff with expe r tise in specialisms that will supplement our existing service streams.

- Thought leadership: lead the industry to advance best practices in partnership with globally recognised regulatory bodies

- Strategic acquisitions: exploring opportunities for synergies through acquisition of high quality, culturally aligned and well-regarded property compliance firms.

On behalf of the board

T A J Price
Director
26 March 2026
Tetraprism Topco Limited
Directors' Report
For the period ended 31 May 2025
Page 4

The directors present their annual report and financial statements for the period ended 31 May 2025.

Principal activities

The principal activities of the group are the provision of property risk management services, property compliance software and the supply of height safety equipment.

Directors

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

B Lewis
(Appointed 26 February 2025)
S J Lundy
(Appointed 21 March 2025)
T A J Price
(Appointed 21 March 2025)
P I Sadlier
(Appointed 21 March 2025)
M Smith
(Appointed 11 September 2025)
M O'Connell
(Appointed 26 February 2025)
Results and dividends

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

Auditor

Moore Kingston Smith LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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
T A J Price
Director
26 March 2026
Tetraprism Topco Limited
Directors' Responsibilities Statement
For the period ended 31 May 2025
Page 5

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.

Tetraprism Topco Limited
Independent Auditor's Report
To the Members of Tetraprism Topco Limited
Page 6
Opinion

We have audited the financial statements of Tetraprism Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 May 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 31 May 2025 and of the group's loss for the period then ended;

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

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

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.

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

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 period 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.

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

Tetraprism Topco Limited
Independent Auditor's Report (Continued)
To the Members of Tetraprism Topco Limited
Page 9

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.

Jonathan Dawson (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
27 March 2026
Chartered Accountants
Charlotte Building
Statutory Auditor
17 Gresse Street
London
W1T 1QL
Tetraprism Topco Limited
Group Statement of Comprehensive Income
For the period ended 31 May 2025
Page 10
Period
ended
31 May
2025
Notes
£
Turnover
3
4,412,324
Cost of sales
(2,314,546)
Gross profit
2,097,778
Administrative expenses
(2,978,381)
Operating loss
4
(880,603)
Interest receivable and similar income
8
22,811
Interest payable and similar expenses
9
(1,635,635)
Loss before taxation
(2,493,427)
Tax on loss
10
1,270,089
Loss for the financial period
(1,223,338)
Loss for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
Tetraprism Topco Limited
Group Balance Sheet
As at 31 May 2025
Page 11
2025
Notes
£
£
Fixed assets
Goodwill
11
65,860,960
Intangible assets
11
705,632
Tangible assets
12
132,933
66,699,525
Current assets
Stocks
15
60,982
Debtors
16
6,730,376
Cash at bank and in hand
2,745,965
9,537,323
Creditors: amounts falling due within one year
17
(3,634,855)
Net current assets
5,902,468
Total assets less current liabilities
72,601,993
Creditors: amounts falling due after more than one year
18
(72,909,900)
Net liabilities
(307,907)
Capital and reserves
Called up share capital
22
9,346
Share premium account
906,085
Profit and loss reserves
(1,223,338)
Total equity
(307,907)
The financial statements were approved by the board of directors and authorised for issue on 26 March 2026 and are signed on its behalf by:
26 March 2026
T A J Price
Director
Tetraprism Topco Limited
Company Balance Sheet
As at 31 May 2025
31 May 2025
Page 12
2025
Notes
£
£
Fixed assets
Investments
13
1
Current assets
Debtors
16
55,722,931
Creditors: amounts falling due within one year
17
(5,000)
Net current assets
55,717,931
Total assets less current liabilities
55,717,932
Creditors: amounts falling due after more than one year
18
(54,786,374)
Net assets
931,558
Capital and reserves
Called up share capital
22
9,346
Share premium account
906,085
Profit and loss reserves
16,127
Total equity
931,558

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 profit for the year was £16,127.

The financial statements were approved by the board of directors and authorised for issue on 26 March 2026 and are signed on its behalf by:
26 March 2026
T A J Price
Director
Company Registration No. 16278032 (England and Wales)
Tetraprism Topco Limited
Group Statement of Changes in Equity
For the period ended 31 May 2025
Page 13
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 26 February 2025
-
-
-
-
Period ended 31 May 2025:
Loss and total comprehensive income for the period
-
-
(1,223,338)
(1,223,338)
Issue of share capital
22
9,346
906,085
-
915,431
Balance at 31 May 2025
9,346
906,085
(1,223,338)
(307,907)
Tetraprism Topco Limited
Company Statement of Changes in Equity
For the period ended 31 May 2025
Page 14
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 26 February 2025
-
-
-
-
Period ended 31 May 2025:
Profit and total comprehensive income for the period
-
-
16,127
16,127
Issue of share capital
22
9,346
906,085
-
915,431
Balance at 31 May 2025
9,346
906,085
16,127
931,558
Tetraprism Topco Limited
Group Statement of Cash Flows
For the period ended 31 May 2025
Page 15
2025
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
27
(1,315,070)
Investing activities
Purchase of intangible assets
(102,796)
Purchase of tangible fixed assets
(7,413)
Cost of acquiring subsidiary
(71,084,274)
Cash acquired with subsidiary
3,043,011
Interest received
22,811
Net cash used in investing activities
(68,128,661)
Financing activities
Proceeds from issue of shares
915,431
Issue of preference shares
53,550,506
Drawdown of loan
20,000,000
Cost of acquiring loan
(1,876,474)
Interest paid
(399,767)
Net cash generated from/(used in) financing activities
72,189,696
Net increase in cash and cash equivalents
2,745,965
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
2,745,965
Tetraprism Topco Limited
Notes to the Group Financial Statements
For the period ended 31 May 2025
Page 16
1
Accounting policies
Company information

Tetraprism Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 8 Bloomsbury Street, London, England, WC1B 3SR.

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

1.1
Reporting period

The reporting period is a short period from incorporation of the group on 26 February 2025 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.

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.

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

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
1
Accounting policies
(Continued)
Page 17
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 Tetraprism 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.

1.5
Going concern

The directors are responsible for preparing the financial statements on a going concern basis unless it is inappropriate to presume that the group and company will continue in business. The financial statements cover the short period from the group's incorporation on 26 February 2025 to 31 May 2025. During this initial period, the group incurred a loss of £2,4 9 3,427 and had net liabilities of £307,907 at the balance sheet date.

Despite these indicators, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. This assessment is supported by the significant financing activities undertaken during the period, including the issuance of shares and the drawdown of a new loan facility, which provided net cash from financing of £72,189,696.

Based on these factors, the directors have concluded that no material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern and therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
1
Accounting policies
(Continued)
Page 18
1.6
Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the Company has transferred the significant risks and rewards of ownership to the buyer;

- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the transaction;

- and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably;

- and the costs incurred and the costs to complete the contract can be measured reliably.

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.

1.8
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:

Platform Development
3 years
Sofware
3 years
Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
1
Accounting policies
(Continued)
Page 19
1.9
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:

Leasehold land and buildings
Over the period of the lease
Other equipment
25% reducing balance
Motor vehicles
20% straight line

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

1.10
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 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.

1.11
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.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
1
Accounting policies
(Continued)
Page 20

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

1.12
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.

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.

1.13
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.

1.14
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.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
1
Accounting policies
(Continued)
Page 21
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.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
1
Accounting policies
(Continued)
Page 22
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.

1.15
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.

1.16
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.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
1
Accounting policies
(Continued)
Page 23
1.17
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.

1.18
Retirement benefits

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

1.19
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.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
Page 24
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.

Carrying value of intangible assets

The determination for the carrying value of intangible assets including goodwill arising on the acquisition of businesses is based on management judgement. The assets are expected to generate future economic benefits which are discounted to determine their value in use. Assumptions made within this calculation include expected future cash flows, discount rate and useful life for which a change would alter the value of intangible assets. Goodwill is tested for impairment annually by re-performing this assessment.

Useful economic life of goodwill

The useful economic life of goodwill is based on a number of factors, including the longevity of the products purchased within the business. T he Directors acknowledge that there is inherent uncertainty in estimating the useful economic life of goodwill and therefore review the 10‑year amortisation period annually. The useful economic lives and residual values are re-assessed annually, and goodwill impairment reviews are performed annually. See Note 1 1 for the carrying amount of the goodwill and 1.7 for the useful economic life of goodwill.

Preference shares

Management have reviewed the criteria under FRS 102 for the accounting of preference shares and made a judgement based on the information included within the Articles of Association. The preference shares are non-redeemable or redeemable at the issuer's discretion and dividends are non-discretionary, therefore the instrument has both equity and liability elements.

The liability element is calculated as the present value of the future contractual cash flows, discounted at a market rate of interest for a similar liability that does not have the associated equity component. The interest expense will be calculated using the effective interest method and charged to profit or loss each year. The liability element has been discounted at an annual rate equal to the fixed cumulative preferential dividend of 12%. As the dividend rate used exceeds any market rate of return, there is no equity component to recognise.

The equity element is calculated as any residual value, i.e. the difference between the proceeds from the issue of the shares less the liability component. The amount calculated as equity would be zero where the dividend represents a market rate of return and the instrument is issued at fair value.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 25
Share based payments

There is judgement in determining whether the shares issued to employees within the Group represents a transaction with employees in their capacity as holders of equity instruments or whether it is a transaction with employees in their capacity as employees. In determining the fair value of the shares issued to employees, the Black Scholes Model was used. The significant inputs into the model are market value at issue date, exercise price, expected option life, expected volatility and risk free rate. Share price has been estimated based on a third party valuation taking into account the financial performance and capital structure of the Group. During the year, the value of the share based payment charge was immaterial. Expected life has been estimated based on the share agreements and estimated date of 'cash out' of the shares.

Key sources of estimation uncertainty

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

Capitalisation and amortisation of development costs

The company capitalises a percentage of development costs, based on management's best estimate of the amount of time spent on the development of the PRISM platform, The percentage capitalised is 50% of the total annual spend on the development and maintenance of the platform. Amortisation of the intangible asset commences at the start of each month after the month of capitalisation. The amortisation period is three years, which reflects the fast-moving nature of the industry. See note 11 for the carrying value of platform development costs and note 1.8 for the useful economic life of the platform development costs.

3
Turnover and other revenue
2025
£
Turnover analysed by class of business
Sales of goods
687,949
Sales of services
3,724,375
4,412,324
2025
£
Turnover analysed by geographical market
United Kingdom
4,412,324
2025
£
Other revenue
Interest income
22,811
Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
Page 26
4
Operating loss
2025
£
Operating loss for the period is stated after charging:
Depreciation of owned tangible fixed assets
7,394
Amortisation of intangible assets
1,363,151
Operating lease charges
71,077
5
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
Audit fees
35,000
All other non-audit fees
27,500
62,500
6
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
197
0

Their aggregate remuneration comprised:

Group
Company
2025
2025
£
£
Wages and salaries
2,654,457
-
0
Social security costs
243,509
-
Pension costs
26,648
-
0
2,924,614
-
0
Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
Page 27
7
Directors' remuneration
2025
£
Remuneration for qualifying services
238,409
Company pension contributions to defined contribution schemes
2,574
240,983
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 6.
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
£
Remuneration for qualifying services
38,850
8
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
22,811
9
Interest payable and similar expenses
2025
£
Interest on other loans
399,767
Interest on preference shares
1,235,868
Total finance costs
1,635,635
10
Taxation
2025
£
Deferred tax
Origination and reversal of timing differences
(1,270,089)
Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
10
Taxation
(Continued)
Page 28

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

2025
£
Loss before taxation
(2,493,427)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(623,357)
Tax effect of expenses that are not deductible in determining taxable profit
253,051
Other permanent differences
(1,311,192)
Movement in deferred tax not recognised
411,409
Taxation credit
(1,270,089)
11
Intangible fixed assets
Group
Goodwill
Platform Development
Total
£
£
£
Cost
At 26 February 2025
-
0
-
0
-
0
Additions - internally developed
-
0
102,796
102,796
Additions - business combinations
67,167,506
659,441
67,826,947
At 31 May 2025
67,167,506
762,237
67,929,743
Amortisation and impairment
At 26 February 2025
-
0
-
0
-
0
Amortisation charged for the period
1,306,546
56,605
1,363,151
At 31 May 2025
1,306,546
56,605
1,363,151
Carrying amount
At 31 May 2025
65,860,960
705,632
66,566,592
The company had no intangible fixed assets at 31 May 2025.
Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
Page 29
12
Tangible fixed assets
Group
Leasehold land and buildings
Other equipment
Motor vehicles
Total
£
£
£
£
Cost
At 26 February 2025
-
0
-
0
-
0
-
0
Additions
-
0
7,413
-
0
7,413
Additions - business combinations
25,806
106,253
855
132,914
At 31 May 2025
25,806
113,666
855
140,327
Depreciation and impairment
At 26 February 2025
-
0
-
0
-
0
-
0
Depreciation charged in the period
1,798
5,382
214
7,394
At 31 May 2025
1,798
5,382
214
7,394
Carrying amount
At 31 May 2025
24,008
108,284
641
132,933
The company had no tangible fixed assets at 31 May 2025.
13
Fixed asset investments
Group
Company
2025
2025
Notes
£
£
Investments in subsidiaries
14
-
0
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 26 February 2025
-
Additions
1
At 31 May 2025
1
Carrying amount
At 31 May 2025
1
Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
Page 30
14
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of shares held
% Held
Direct
Indirect
Tetraprism Holdco Limited
1
Holding Company
Ordinary
100.00
-
Tetraprism Midco Limited
1
Holding Company
Ordinary
0
100.00
Tetraprism Bidco Limited
1
Holding Company
Ordinary
0
100.00
Tetra Consulting Limited
1
Health and Safety Consultants
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1 8 Bloomsbury Street, London, England, WC1B 3SR

For the period ended 31 May 2025, the following companies have taken the entitled exemption from audit under section 479A of the Companies Act 2006. Tetraprism Topco Limited has therefore given a guarantee under section 479C of the Companies Act 2006 in respect of these subsidiaries:

Tetraprism Holdco Limited

Tetraprism Midco Limited

15
Stocks
Group
Company
2025
2025
£
£
Finished goods and goods for resale
60,982
-
0
16
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
4,238,012
-
0
Amounts owed by group undertakings
-
55,722,931
Other debtors
471,120
-
0
Prepayments and accrued income
751,155
-
0
5,460,287
55,722,931
Deferred tax asset (note 20)
1,270,089
-
0
6,730,376
55,722,931
Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
Page 31
17
Creditors: amounts falling due within one year
Group
Company
2025
2025
£
£
Trade creditors
886,953
-
0
Corporation tax payable
17,905
-
0
Other taxation and social security
863,107
-
Other creditors
853,068
-
0
Accruals and deferred income
1,013,822
5,000
3,634,855
5,000
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
Notes
£
£
Other loans
19
18,123,526
-
0
Preference shares
19
54,786,374
54,786,374
72,909,900
54,786,374

The net proceeds from the issue of preference shares are split between the financial liability element and an equity element representing the fair value of the embedded option to convert the financial liability into equity. The liability component is measured at amortised cost and the difference between the carrying amount of the liability at the date of issue and the amount reported in the balance sheet represents the effective interest rate less interest paid to date. The rate of interest used to calculate the equity component is 12%.

19
Loans and overdrafts
Group
Company
2025
2025
£
£
Other loans
18,123,526
-
0
Preference shares
54,786,374
54,786,374
72,909,900
54,786,374
Payable after one year
72,909,900
54,786,374

The loan is secured by way of fixed and floating charges over all assets and undertaking s of Tetraprism Bidco Limited and Tetra Consulting Limited.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
19
Loans and overdrafts
(Continued)
Page 32

During the period, Tetraprism Bidco Limited took out a loan of £20,000,000. The loan is repayable six years from the date of drawdown, being 20 March 2031. The interest on the loan is the base rate plus SONIA, payable quarterly.

20
Deferred taxation

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

Assets
2025
Group
£
Fixed asset timing differences
(22,115)
Short term timing differences
12,096
Losses and other deductions
1,280,108
1,270,089
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the period:
£
£
Asset at 26 February 2025
-
-
Credit to profit or loss
(1,270,089)
-
Asset at 31 May 2025
(1,270,089)
-

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
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
26,648

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.

Contributions totalling £48,382 were payable to the fund at the year end and are included in creditors.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
Page 33
22
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares A of £0.01 each
731,849
7,319
Ordinary shares B of £0.01 each
53,151
532
Ordinary shares C of £0.01 each
149,500
1,495
934,500
9,346
2025
2025
Preference share capital
Number
£
Issued and fully paid
Preference shares A of £0.01 each
4,992,459,142
49,924,591
Preference shares B of £0.01 each
362,591,543
3,625,915
5,355,050,685
53,550,506
Preference shares classified as liabilities (see note 18)
53,550,506

Voting

All classes of shares, with the exception of ordinary shares, are non-voting as set out in the Company's articles of association. Only holders of the O rdinary shares and P reference shares will receive notice of all general meetings.

Dividends

Holders of Preference shares will receive dividends first then any remaining surplus will be distributed to the holders of A, B and C Ordinary shares. Ordinary shares rank pari passu in respect of dividends.

Preference shares

During the period, the Company issued 5,355,050,685 Preference shares of £0.01 each which attract a dividend at a rate of 12%, compounded annually. The rights relating to the Preference shares in respect of voting are documented above. The Preference shares are classified as a compound instrument in accordance with accounting standards, see note 2 and note 18 for further information.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
Page 34
23
Acquisition of a business

On 21 March 2025 the group acquired the business of Tetra Consulting Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
659,441
-
659,441
Property, plant and equipment
132,914
-
132,914
Inventories
77,998
-
77,998
Trade and other receivables
4,993,620
-
4,993,620
Cash and cash equivalents
3,043,011
-
3,043,011
Trade and other payables
(4,319,462)
-
(4,319,462)
Deferred tax
(3,441)
-
(3,441)
Total identifiable net assets
4,584,081
-
4,584,081
Goodwill
67,167,506
Total consideration
71,751,587
The consideration was satisfied by:
£
Cash
69,943,598
Deferred consideration
760,479
Directly attributable expenses
1,047,510
71,751,587
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
4,412,324
Profit after tax
1,728,844
Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
Page 35
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
2025
£
£
Within one year
221,909
-
Between two and five years
265,629
-
487,538
-
25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
£
Aggregate compensation
264,313
Transactions with related parties

The group had related party transactions with wholly owned subsidiaries and as such has taken the advantage of the exemption permitted under section 33.1A not to provide disclosures of transactions entered into with other wholly owned members of the group.

During the period, Tetra Consulting Limited entered into transactions with The Property Institute, a related party by virtue of common directorship. The company made sales amounting to £400 and received services amounting to £1,135. At the period end, £1,200 was due from The Property Institute.

Included within other debtors are director loans amounting to £53,052.

26
Controlling party

The ultimate controlling party is CBPE Capital X GP LLP by virtue of their majority shareholding.

Tetraprism Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 May 2025
Page 36
27
Cash absorbed by group operations
2025
£
Loss for the period after tax
(1,223,338)
Adjustments for:
Taxation credited
(1,273,530)
Finance costs
1,635,635
Investment income
(22,811)
Amortisation and impairment of intangible assets
1,363,151
Depreciation and impairment of tangible fixed assets
7,394
Movements in working capital:
Decrease in stocks
17,016
Increase in debtors
(1,416,854)
Decrease in creditors
(401,733)
Cash absorbed by operations
(1,315,070)
28
Analysis of changes in net debt - group
26 February 2025
Cash flows
31 May 2025
£
£
£
Cash at bank and in hand
-
2,745,965
2,745,965
Borrowings excluding overdrafts
-
(72,909,900)
(72,909,900)
-
(70,163,935)
(70,163,935)
2025-05-31 2025-02-26 false false CCH Software CCH Accounts Production 2025.300 B Lewis S J Lundy T A J Price P I Sadlier M Smith M O'Connell false 16278032 2025-02-26 2025-05-31 16278032 bus:Director1 2025-02-26 2025-05-31 16278032 bus:Director2 2025-02-26 2025-05-31 16278032 bus:Director3 2025-02-26 2025-05-31 16278032 bus:Director4 2025-02-26 2025-05-31 16278032 bus:Director5 2025-02-26 2025-05-31 16278032 bus:Director6 2025-02-26 2025-05-31 16278032 bus:RegisteredOffice 2025-02-26 2025-05-31 16278032 bus:Consolidated 2025-02-26 2025-05-31 16278032 bus:Consolidated 2025-05-31 16278032 2025-05-31 16278032 core:Goodwill bus:Consolidated 2025-05-31 16278032 core:OtherResidualIntangibleAssets bus:Consolidated 2025-05-31 16278032 core:ComputerSoftware bus:Consolidated 2025-05-31 16278032 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2025-05-31 16278032 core:PlantMachinery bus:Consolidated 2025-05-31 16278032 core:MotorVehicles bus:Consolidated 2025-05-31 16278032 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2025-05-31 16278032 core:ShareCapital bus:Consolidated 2025-05-31 16278032 core:SharePremium bus:Consolidated 2025-05-31 16278032 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2025-05-31 16278032 core:ShareCapital 2025-05-31 16278032 core:SharePremium 2025-05-31 16278032 core:RetainedEarningsAccumulatedLosses 2025-05-31 16278032 core:ShareCapital bus:Consolidated 2025-02-26 2025-05-31 16278032 core:SharePremium bus:Consolidated 2025-02-26 2025-05-31 16278032 core:ShareCapital 2025-02-26 2025-05-31 16278032 core:SharePremium 2025-02-26 2025-05-31 16278032 core:Goodwill 2025-02-26 2025-05-31 16278032 core:IntangibleAssetsOtherThanGoodwill 2025-02-26 2025-05-31 16278032 core:ComputerSoftware 2025-02-26 2025-05-31 16278032 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2025-02-26 2025-05-31 16278032 core:LandBuildings core:LongLeaseholdAssets 2025-02-26 2025-05-31 16278032 core:PlantMachinery 2025-02-26 2025-05-31 16278032 core:MotorVehicles 2025-02-26 2025-05-31 16278032 bus:Consolidated 1 2025-02-26 2025-05-31 16278032 bus:Consolidated 2 2025-02-26 2025-05-31 16278032 core:Goodwill bus:Consolidated 2025-02-25 16278032 core:ComputerSoftware bus:Consolidated 2025-02-25 16278032 bus:Consolidated 2025-02-25 16278032 core:Goodwill core:InternallyGeneratedIntangibleAssets bus:Consolidated 2025-02-26 2025-05-31 16278032 core:ComputerSoftware core:InternallyGeneratedIntangibleAssets bus:Consolidated 2025-02-26 2025-05-31 16278032 core:InternallyGeneratedIntangibleAssets bus:Consolidated 2025-02-26 2025-05-31 16278032 core:Goodwill bus:Consolidated 2025-02-26 2025-05-31 16278032 core:ComputerSoftware bus:Consolidated 2025-02-26 2025-05-31 16278032 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2025-02-25 16278032 core:PlantMachinery bus:Consolidated 2025-02-25 16278032 core:MotorVehicles bus:Consolidated 2025-02-25 16278032 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2025-02-26 2025-05-31 16278032 core:PlantMachinery bus:Consolidated 2025-02-26 2025-05-31 16278032 core:MotorVehicles bus:Consolidated 2025-02-26 2025-05-31 16278032 core:Subsidiary1 2025-02-26 2025-05-31 16278032 core:Subsidiary2 2025-02-26 2025-05-31 16278032 core:Subsidiary3 2025-02-26 2025-05-31 16278032 core:Subsidiary4 2025-02-26 2025-05-31 16278032 core:Subsidiary1 1 2025-02-26 2025-05-31 16278032 core:Subsidiary2 2 2025-02-26 2025-05-31 16278032 core:Subsidiary3 3 2025-02-26 2025-05-31 16278032 core:Subsidiary4 4 2025-02-26 2025-05-31 16278032 core:CurrentFinancialInstruments bus:Consolidated 2025-05-31 16278032 core:CurrentFinancialInstruments 2025-05-31 16278032 core:CurrentFinancialInstruments bus:Consolidated 1 2025-05-31 16278032 core:CurrentFinancialInstruments 2 2025-05-31 16278032 core:CurrentFinancialInstruments core:WithinOneYear 2025-05-31 16278032 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 2025-05-31 16278032 core:Non-currentFinancialInstruments core:AfterOneYear 2025-05-31 16278032 core:Non-currentFinancialInstruments bus:Consolidated 2025-05-31 16278032 core:Non-currentFinancialInstruments 2025-05-31 16278032 bus:PrivateLimitedCompanyLtd 2025-02-26 2025-05-31 16278032 bus:FRS102 2025-02-26 2025-05-31 16278032 bus:Audited 2025-02-26 2025-05-31 16278032 bus:ConsolidatedGroupCompanyAccounts 2025-02-26 2025-05-31 16278032 bus:FullAccounts 2025-02-26 2025-05-31 xbrli:pure xbrli:shares iso4217:GBP