Company registration number 14905612 (England and Wales)
PROJECT CONNECT TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PROJECT CONNECT TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr J P Harwood
Mr M J White
Mr M N Holmes
Mr P F Callander
Company number
14905612
Registered office
1 London Road
Southampton
Hampshire
SO15 2AE
Auditor
Azets Audit Services
5th Floor
Ashford Commercial Quarter
1 Dover Place
Ashford
Kent
United Kingdom
TN23 1FB
PROJECT CONNECT TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Group independent auditors' report
7 - 10
Company independent auditors' report
11 - 14
Group income statement
15
Group statement of comprehensive income
16
Group balance sheet
17
Company balance sheet
18
Group statement of changes in equity
19
Company statement of changes in equity
20
Group statement of cash flows
21
Company statement of cash flows
22
Notes to the financial statements
23 - 42
PROJECT CONNECT TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

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

Review of the business

Project Connect Topco Limited is the ultimate holding company of a group focused on customer acquisition services within the UK digital services market.

Through its subsidiaries, the group operates a platform combining online comparison technology, digital marketing capabilities and inbound call handling infrastructure to acquire and convert customers for telecom and digital service providers.

The group supports supplier partners by generating consumer demand through its digital marketing channels and converting that demand through both online journeys and inbound call handling. This integrated approach allows the group to optimise customer conversion while providing scalable customer acquisition capability to supplier partners.

Business Model

The group generates revenue by acquiring and converting customers on behalf of telecom and digital service providers.

Customer demand is generated through a combination of online comparison platforms, digital marketing channels and inbound call activity. Revenue is earned when customers successfully switch or acquire services from supplier partners through these channels.

The group continually seeks to improve customer acquisition efficiency through optimisation of marketing channels, customer journeys and conversion performance.

Financial position

The financial position is in line with the directors' expectations. The loss before tax of the group was £74k for the period ended 31 March 2025.

The group continues to focus on maintaining strong gross profit margins through efficient customer acquisition and conversion activities. Administrative costs largely relate to the maintenance and development of the group’s marketing, technology and operational platform.

Key performance indicators

The overall gross profit margin is 40.8% for 2025 which is in line with the director's expectations.

The directors consider turnover, gross profit and customer acquisition volumes to be the key operational indicators used to monitor the performance of the group.

Gross profit reflects the efficiency of the group’s customer acquisition activities and the effectiveness of its marketing and conversion infrastructure.

PROJECT CONNECT TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Principal risks and uncertainties

PCT is invested in UKWM. As such PCT is exposed to the risks and opportunities of UKWM.

UKWM has two main risks:

- The market for telecom products is subject to consumer spending patterns and so in the event of a general recession in the UK, then demand will be lower and profit of the group lower.

- The group currently generates a significant proportion of its revenue from a key supplier relationship within the telecom sector. Changes to the commercial arrangements with this supplier, or changes in consumer demand for telecom products, could impact the group’s financial performance.

- The directors seek to manage this risk by maintaining strong supplier relationships and exploring opportunities to expand the group’s customer acquisition platform across additional suppliers and adjacent sectors.

UKWM has various opportunities

- The directors believe the group’s customer acquisition platform can be applied across adjacent digital service markets.

- In addition to consumer telecom switching, the group is exploring opportunities to deploy its marketing and conversion capabilities within areas such as business broadband, business mobile and utilities switching.

- The group will continue to invest in its marketing channels, technology and operational infrastructure to support growth across these markets.

The directors consider the following to be the principal risks and uncertainties impacting the PCT Group:

Liquidity risk

The company continues to manage its cash flows and the group held cash of £610,886 at 31 March 202 5.

Price risk

Customer acquisition prices are sustainable as they are based on contracts and long term relationships: so this risk is low.

Credit risk

At any point UKWM has a substantial debtor and accrual position on its balance sheet, the suppliers that this relates to are large UK companies and so the directors view the risk of a default in these as relatively low.

Going Concern

The directors have adopted the going concern basis in preparing these financial statements.

The Company is a management service and ultimate holding entity and as such the going concern is dependent on the Group, including the subsidiary companies Comparison Technologies, UK Web Media Limited and Tenant Shop group. Therefore the going concern assessment was performed as part of the Group's assessment.

The directors based on detailed financial projections, are of the opinion that the Group has adequate working capital to continue as a going concern for a period of at least 12 months from the approval of these financial statements.

The cashflow projections have been subjected to sensitivity analysis at the revenue and cost levels.

The Company is part of a wider group finance arrangement (asset financing). This agreement was renewed for a minimum term of 12 months on 14th October 2025 with 3 months notice needed thereafter. However, current cashflow projections indicate that funding from the facility will likely not be needed by the second half of 2026.

Current trading of the group is strong and the directors have confidence in contracts with key partners and with market demand. The group also has new business opportunities and products in the pipeline which also contribute to the confidence in the going concern of the group.

PROJECT CONNECT TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

On behalf of the board

Mr P F Callander
Director
17 April 2026
PROJECT CONNECT TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

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

Principal activities

The principal activity of the company is that of investment holding.

The principal activity of the group is the provision of customer acquisition services for telecom and digital service providers, combining online comparison technology with digital marketing and inbound call handling capabilities.

The group has developed operational infrastructure capable of handling large volumes of inbound customer enquiries and converting those enquiries into successful supplier acquisitions.

Results and dividends

The results for the year are set out on page 15.

Ordinary dividends were paid amounting to £513,581. The directors do not recommend payment of a further dividend.

Directors

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

Mr J P Harwood
Mr M J White
Mr M N Holmes
Mr P F Callander
Financial risk management
The directors monitor the below principal risks of the company carefully through a framework of procedures and internal controls.
Financial instruments

The directors have chosen, in accordance with section 414C(11) of the Companies Act 2006, to set out in the Strategic Report information related to financial instrument risks. The directors consider these to be principal risks and uncertainties for the company.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

PROJECT CONNECT TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
Future developments

The company and its subsidiaries i ntend to continue to su c cessfully provide telecoms services to key suppliers and partners. Our future plans include expanding geographically within the same sectors and utilities.

Auditor

Azets Audit Services 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
Mr P F Callander
Director
17 April 2026
PROJECT CONNECT TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -

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.

PROJECT CONNECT TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT CONNECT TOPCO LIMITED
- 7 -

Qualified opinion - Group

We have audited the group financial statements of Project Connect Topco Limited (the 'group') for the year ended 31 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the group 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the group financial statements:

· give a true and fair view of the state of the group's affairs as at 31 March 2025 and of the group's loss for the year then ended;

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

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

Basis for qualified opinion

Our audit procedures for the subsidiary company Tenant Shop Services Limited found that management does not have access to supporting documentation for transactions before acquisition in October 2024, nor for the period to January 2025. Only after that point did management's own finance team maintain and have access to accounts information for this subsidiary, for example payroll system reports. For this reason there is a clear limitation of scope on the supporting evidence available to evidence the completeness of costs, for example staff costs and liabilities. In addition, were any adjustment to the staff costs to be required, the strategic report would also need to be amended.

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 qualified 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 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.

PROJECT CONNECT TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT CONNECT TOPCO LIMITED
- 8 -

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.

As described in the basis for qualified opinion section of our report, o ur audit procedures for the subsidiary company Tenant Shop Services Limited found that management does not have access to supporting documentation for transactions before acquisition in October 2024, nor for the period to January 2025. For this reason there is a clear limitation of scope on the supporting evidence available to evidence the completeness of costs, for example staff costs and liabilities. We have concluded that where the other information refers to the consolidated staff costs or related items such as consolidated loss for the period, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, i n our opinion, based on the work undertaken in the course of our audit:

· The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

· The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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:

· returns adequate for our audit have not been received from branches not visited by us; or

· certain disclosures of directors' remuneration specified by law are not made.

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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

PROJECT CONNECT TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT CONNECT TOPCO LIMITED
- 9 -

Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we 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. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 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.

Other matters which we are required to address

We have reported separately on the parent company financial statements of Project Connect Topco Limited for the year ended 31 March 2025. The opinion in that report is unmodified.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

PROJECT CONNECT TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT CONNECT TOPCO LIMITED
- 10 -
Christiaan de Lange (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
5th Floor
Ashford Commercial Quarter
1 Dover Place
Ashford
Kent
TN23 1FB
17 April 2026
PROJECT CONNECT TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT CONNECT TOPCO LIMITED
- 11 -
Opinion - Parent Company
We have audited the financial statements of Project Connect Topco Limited (the 'parent company') for the year ended 31 March 2025 which comprise the parent company balance sheet, the parent company statement of changes in equity, the parent company 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 company's affairs as at 31 March 2025 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- 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.

PROJECT CONNECT TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT CONNECT TOPCO LIMITED
- 12 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not 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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

PROJECT CONNECT TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT CONNECT TOPCO LIMITED
- 13 -

Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we 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. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 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.

Other matters which we are required to address

We have reported separately on the group financial statements of Project Connect Top c o Limited for the year ended 31 March 2025. The opinion in that report is qualified.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

PROJECT CONNECT TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT CONNECT TOPCO LIMITED
- 14 -
Christiaan de Lange (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
5th Floor
Ashford Commercial Quarter
1 Dover Place
Ashford
Kent
TN23 1FB
17 April 2026
PROJECT CONNECT TOPCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
Year
Period
ended
ended
31 March
31 August
2025
2024
Notes
£
£
Turnover
3
13,855,935
26,971,341
Cost of sales
(8,195,967)
(14,323,491)
Gross profit
5,659,968
12,647,850
Administrative expenses
(5,640,599)
(9,218,516)
Other operating income
-
0
1
Loans waived
4
-
0
(191,806)
Operating profit
5
19,369
3,237,529
Interest payable and similar expenses
8
(93,614)
(236,591)
(Loss)/profit before taxation
(74,245)
3,000,938
Tax on (loss)/profit
9
5,827
(280,788)
(Loss)/profit for the financial year
(68,418)
2,720,150
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
PROJECT CONNECT TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
Year
Period
ended
ended
31 March
31 August
2025
2024
£
£
(Loss)/profit for the year
(68,418)
2,720,150
Other comprehensive income
Currency translation loss taken to retained earnings
(2,557)
(5,402)
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
(70,975)
2,714,748
Total comprehensive income for the year is all attributable to the owners of the parent company.
PROJECT CONNECT TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 17 -
31 March 2025
31 August 2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
4,276,141
3,773,878
Other intangible assets
11
171,152
318,427
Total intangible assets
4,447,293
4,092,305
Tangible assets
12
143,791
106,203
4,591,084
4,198,508
Current assets
Debtors
15
5,213,981
5,576,019
Cash at bank and in hand
610,886
97,765
5,824,867
5,673,784
Creditors: amounts falling due within one year
16
(8,262,698)
(7,794,781)
Net current liabilities
(2,437,831)
(2,120,997)
Total assets less current liabilities
2,153,253
2,077,511
Creditors: amounts falling due after more than one year
17
(1,668,749)
(1,008,451)
Provisions for liabilities
Deferred tax liability
19
27,981
27,981
(27,981)
(27,981)
Net assets
456,523
1,041,079
Capital and reserves
Called up share capital
22
46,750
46,750
Profit and loss reserves
409,773
994,329
Total equity
456,523
1,041,079

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

The financial statements were approved by the board of directors and authorised for issue on 17 April 2026 and are signed on its behalf by:
17 April 2026
Mr P F Callander
Director
Company registration number 14905612 (England and Wales)
PROJECT CONNECT TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 18 -
31 March 2025
31 August 2024
Notes
£
£
£
£
Fixed assets
Investments
13
2,556,225
2,556,225
2,556,225
2,556,225
Current assets
Debtors
15
899,365
1,609,937
Cash at bank and in hand
46
106
899,411
1,610,043
Creditors: amounts falling due within one year
16
(2,012,775)
(2,016,958)
Net current liabilities
(1,113,364)
(406,915)
Total assets less current liabilities
1,442,861
2,149,310
Creditors: amounts falling due after more than one year
17
(1,068,749)
(1,008,451)
Net assets
374,112
1,140,859
Capital and reserves
Called up share capital
22
46,750
46,750
Profit and loss reserves
327,362
1,094,109
Total equity
374,112
1,140,859

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 £253,166 (2024 - £2,814,528 profit).

The financial statements were approved by the board of directors and authorised for issue on 17 April 2026 and are signed on its behalf by:
17 April 2026
Mr P F Callander
Director
Company registration number 14905612 (England and Wales)
PROJECT CONNECT TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 31 May 2023
-
0
-
0
-
Period ended 31 August 2024:
Profit for the period
-
2,720,150
2,720,150
Other comprehensive income:
Currency translation differences
-
(5,402)
(5,402)
Total comprehensive income
-
2,714,748
2,714,748
Issue of share capital
22
46,750
-
46,750
Dividends
10
-
(1,720,419)
(1,720,419)
Balance at 31 August 2024
46,750
994,329
1,041,079
Year ended 31 March 2025:
Loss for the year
-
(68,418)
(68,418)
Other comprehensive income:
Currency translation differences
-
(2,557)
(2,557)
Total comprehensive income
-
(70,975)
(70,975)
Dividends
10
-
(513,581)
(513,581)
Balance at 31 March 2025
46,750
409,773
456,523
PROJECT CONNECT TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 31 May 2023
-
0
-
0
-
Period ended 31 August 2024:
Profit and total comprehensive income for the period
-
2,814,528
2,814,528
Issue of share capital
22
46,750
-
46,750
Dividends
10
-
(1,720,419)
(1,720,419)
Balance at 31 August 2024
46,750
1,094,109
1,140,859
Year ended 31 March 2025:
Profit and total comprehensive income
-
(253,166)
(253,166)
Dividends
10
-
(513,581)
(513,581)
Balance at 31 March 2025
46,750
327,362
374,112
PROJECT CONNECT TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
1,318,163
2,637,459
Interest paid
(93,614)
(236,591)
Income taxes (paid)/refunded
(49,996)
9,634
Net cash inflow from operating activities
1,174,553
2,410,502
Investing activities
Purchase of business
(15,001)
-
Purchase of intangible assets
(148,178)
(116,665)
Purchase of tangible fixed assets
(70,287)
(106,962)
Loans advanced to directors
(597,619)
-
Net cash used in investing activities
(831,085)
(223,627)
Financing activities
Proceeds from borrowings
685,896
1,250,000
Repayment of borrowings
-
570,602
Interest paid
-
0
(2,317,614)
Dividends paid to equity shareholders
(498,026)
(1,720,419)
Net cash generated from/(used in) financing activities
187,870
(2,217,431)
Net increase/(decrease) in cash and cash equivalents
531,338
(30,556)
Cash and cash equivalents at beginning of year
97,765
-
0
Effect of foreign exchange rates
(18,217)
128,321
Cash and cash equivalents at end of year
610,886
97,765
PROJECT CONNECT TOPCO LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
1,095,585
350,587
Interest paid
(60,299)
(129,038)
Net cash inflow from operating activities
1,035,286
221,549
Investing activities
Proceeds from disposal of subsidiaries
-
0
(2,556,225)
Loans advanced to directors
(597,619)
-
0
Dividends received
-
0
3,000,000
Net cash (used in)/generated from investing activities
(597,619)
443,775
Financing activities
Proceeds from issue of shares
-
46,750
Proceeds from new investor loan notes
-
0
1,250,000
Repayment of borrowings
60,299
(241,549)
Dividends paid to equity shareholders
(498,026)
(1,720,419)
Net cash used in financing activities
(437,727)
(665,218)
Net (decrease)/increase in cash and cash equivalents
(60)
106
Cash and cash equivalents at beginning of year
106
-
0
Cash and cash equivalents at end of year
46
106
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
1
Accounting policies
Company information

Project Connect Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 London Road, Southampton, Hampshire, SO15 2AE.

The group consists of Project Connect Topco Limited and all of its subsidiaries.

1.1
Reporting period

These financial statements have been prepared to the 7 month period ended 31 March 2025, in line with other

group companies under common control. In the prior period, the financial statements were prepared to the

13.5 month period ended 31 August 2024 and therefore amounts presented in these financial statements (including the relevant notes) are not entirely comparable. The reason for this being to align reporting dates across the group.

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 unless otherwise specified within these accounting policies. 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 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 Project Connect Topco Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 March 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.

PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 24 -

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

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

The directors have adopted the going concern basis in preparing these financial statements.

The Company is a management service and ultimate holding entity and as such the going concern is dependent on the Group, including the subsidiary companies Comparison Technologies, UK Web Media Limited and Tenant Shop group. Therefore the going concern assessment was performed as part of the Group's assessment.

The directors based on detailed financial projections, are of the opinion that the Group has adequate working capital to continue as a going concern for a period of at least 12 months from the approval of these financial statements.

The cashflow projections have been subjected to sensitivity analysis at the revenue and cost levels.

The Company is part of a wider group finance arrangement (asset financing). This agreement was renewed for a minimum term of 12 months on 14th October 2025 with 3 months notice needed thereafter. However, current cashflow projections indicate that funding from the facility will likely not be needed by the second half of 2026.

Current trading of the group is strong and the directors have confidence in contracts with key partners and with market demand. The group also has new business opportunities and products in the pipeline which also contribute to the confidence in the going concern of the group.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for 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.

Turnover is recognised at provision of lead, where turnover can be reliably estimated and the business has no further oustanding performance obligations. Otherwise, turnover is recognised at point of confirmation of sale.

Where the group company has post-sale obligations which are not sufficiently covered by future sales, turnover is allocated to performance obligations on a relative fair value basis. The element relating to post-sale obligations is deferred and recognised in the periods in which these activities take place. None of these obligations exceed 12 months from the date of initial recognition.

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 25 -
1.8
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected useful economic life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.9
Intangible fixed assets other than goodwill

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

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

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

Software
25 - 33% straight line basis
Development costs
3 years straight line
1.10
Tangible fixed assets

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

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 term of the lease
Fixtures and fittings
20 - 33% straight line basis
Computers
33% straight line basis

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

1.11
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 26 -

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

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

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

1.12
Impairment of fixed assets

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

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

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

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

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

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.

PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 27 -
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.

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.

PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 28 -
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

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.

PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 29 -
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.

1.17
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.

PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 30 -
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

In preparing these financial statements, the directors have had to make the following judgements:

- Determine whether there are indicators of impairment of the Company's fixed asset investments and amounts due from group undertakings. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performances of the entities.

- Determine whether there are indicators of impairment of the group's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Key sources of estimation uncertainty

Other key sources of estimation uncertainty:

- Tangible and intangible fixed assets - Tangible and intangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assesing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

- Telecoms sales to customers - UK Web Media Limited generates income once a customer has completed a telecom's switch to a supplier. It can take up to 6 months for a switch to be completed and confirmation to be received from the telecom's provider. Therefore this revenue needs to be estimated in the financial statements as some of the income will not be finalised at the time of signing the accounts; if amounts are known before the signing of the accounts, amounts are trued up to actual amounts received. The predicted revenue has been calculated by taking the expected revenue of the telecom's sales initiated before the year end, multiplied by a historic estimated live rate to taken into account of any expected cancellations. These conversion rates have been determined by actual results and is applied by the source of sale but also factoring in the relevant telecom's supplier.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Provision of telecomms supplier switching services
13,855,935
26,971,341
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
13,855,935
26,971,341
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 31 -
4
Exceptional item
2025
2024
£
£
Expenditure
Loans waived
-
191,806
Restructuring costs
-
395,619
-
587,425

Restructuring costs were redundancies and other costs incurred partly in relation to the subsidiary Fundraising Innovations entering into administration, and other costs relating to the financial difficulties in 2023.

Loans waived represented tax paid on behalf of Project Flame Midco Limited, a previous member of the acquired group which was dissolved on the 4 March 2025.

5
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(18,217)
128,321
Fees payable to the group's auditor for the audit of the group's financial statements
73,000
57,000
Depreciation of owned tangible fixed assets
32,699
73,518
(Profit)/loss on disposal of tangible fixed assets
-
145
Amortisation of intangible assets
427,945
942,774
Impairment of intangible assets
148,178
-
0
Impairment losses
122,562
-
0
(Profit)/loss on disposal of intangible assets
-
4,364
Operating lease charges
240,469
281,504
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
206,646
218,233
Company pension contributions to defined contribution schemes
90,878
21,050
270,572
239,283
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
190,332
145,594
Company pension contributions to defined contribution schemes
-
4,942
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 32 -
7
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
4
4
4
4
Non sales staff
74
112
-
-
Call centre staff
213
139
-
-
Total
291
255
4
4

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,987,060
4,317,761
194,483
225,166
Social security costs
216,369
358,988
23,692
6,021
Pension costs
132,612
82,273
90,878
21,050
3,336,041
4,759,022
309,053
252,237
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
30,329
105,020
Other interest on financial liabilities
60,299
129,038
90,628
234,058
Other finance costs:
Other interest
2,986
2,533
Total finance costs
93,614
236,591
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 33 -
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
42,789
209,033
Adjustments in respect of prior periods
(99,287)
-
0
Total UK current tax
(56,498)
209,033
Foreign current tax on profits for the current period
50,251
71,755
Total current tax
(6,247)
280,788
Deferred tax
Origination and reversal of timing differences
420
-
0
Total tax (credit)/charge
(5,827)
280,788

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

2025
2024
£
£
(Loss)/profit before taxation
(74,245)
3,000,938
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(18,561)
750,235
Tax effect of expenses that are not deductible in determining taxable profit
86,875
122,652
Tax effect of income not taxable in determining taxable profit
(53,543)
-
0
Tax effect of utilisation of tax losses not previously recognised
-
0
(741,083)
Adjustments in respect of prior years
(99,287)
-
0
Effect of change in corporation tax rate
-
29,440
Foreign taxation
50,671
71,755
Permanent capital allowances in excess of depreciation
28,018
47,789
Taxation (credit)/charge
(5,827)
280,788
10
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
513,581
1,720,419
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 34 -
11
Intangible fixed assets
Group
Goodwill
Software
Development costs
Total
£
£
£
£
Cost
At 1 September 2024
4,252,257
22,937
759,885
5,035,079
Additions - separately acquired
-
0
148,178
-
0
148,178
Additions - business combinations
782,933
-
0
-
0
782,933
At 31 March 2025
5,035,190
171,115
759,885
5,966,190
Amortisation and impairment
At 1 September 2024
478,379
22,877
441,518
942,774
Amortisation charged for the year
280,670
5
147,270
427,945
Impairment losses
-
0
148,178
-
0
148,178
At 31 March 2025
759,049
171,060
588,788
1,518,897
Carrying amount
At 31 March 2025
4,276,141
55
171,097
4,447,293
At 31 August 2024
3,773,878
60
318,367
4,092,305
The company had no intangible fixed assets at 31 March 2025 or 31 August 2024.

The intangible fixed assets acquired at acquisition of the company's subsidiaries have been recognised at their net book values (i.e., cost less accumulated depreciation) at the acquisition date.

Goodwill additions arose on the acquisition of the Tenant group on 29 October 2024. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected useful economic life, which is 10 years.

PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 35 -
12
Tangible fixed assets
Group
Leasehold land and buildings
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 September 2024
7,127
149,360
23,234
179,721
Additions
-
0
45,572
24,715
70,287
At 31 March 2025
7,127
194,932
47,949
250,008
Depreciation and impairment
At 1 September 2024
3,524
59,524
10,470
73,518
Depreciation charged in the year
1,906
25,179
5,614
32,699
At 31 March 2025
5,430
84,703
16,084
106,217
Carrying amount
At 31 March 2025
1,697
110,229
31,865
143,791
At 31 August 2024
3,603
89,836
12,764
106,203
The company had no tangible fixed assets at 31 March 2025 or 31 August 2024.

The tangible fixed assets acquired at acquisition of the company's subsidiaries have been recognised at their net book values (i.e., cost less accumulated depreciation) at the acquisition date.

13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
2,556,225
2,556,225
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 September 2024 and 31 March 2025
2,556,225
Carrying amount
At 31 March 2025
2,556,225
At 31 August 2024
2,556,225
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 36 -
14
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Comparison Technologies Limited
1
Ordinary
100.00
-
UK Web Media Limited
1
Ordinary
0
100.00
Savebyswitching Global Solutions Private Limited
2
Ordinary
0
100.00
Tenant Shop Home Services Limited
1
Ordinary
0
100.00
Tenant Shop CC Limited
1
Ordinary
0
100.00
Tenant Shop Services Limited
1
Ordinary
0
100.00

Registered office addresses:

1
1 London Road, Southampton, Hampshire, England, SO15 2AE
2
Karle Premium, 3rd Floor, 134, Leela Palace Road, 6th Cross, HAL 2nd Stage, Kodihalli, Bangalore 560017, Kamataka, India
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
36,197
2,877,182
-
0
-
0
Corporation tax recoverable
79,705
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
361,419
1,476,455
Other debtors
1,040,437
734,944
512,830
47,722
Prepayments and accrued income
4,046,797
1,947,397
25,116
85,760
5,203,136
5,559,523
899,365
1,609,937
Amounts falling due after more than one year:
Deferred tax asset (note 19)
10,845
16,496
-
0
-
0
Total debtors
5,213,981
5,576,019
899,365
1,609,937
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 37 -
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
18
625,598
-
0
-
0
-
0
Trade creditors
1,832,550
1,895,647
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,881,597
1,839,489
Corporation tax payable
195,030
278,937
80,681
29,061
Other taxation and social security
1,322,323
1,310,670
-
-
Deferred income
20
-
0
114,667
-
0
-
0
Dividends payable
15,555
-
0
15,555
-
0
Other creditors
3,642,310
3,675,268
22,942
136,408
Accruals and deferred income
629,332
519,592
12,000
12,000
8,262,698
7,794,781
2,012,775
2,016,958

There is a balance included within Other Creditors payable to Fundraising Innovations Limited, a company previously under common control, amounting to £3,436,549 (31 August 2024: £3,436,549). Fundraising Innovations Limited entered into administration on 01 April 2022 and is therefore now under control of the administrators. As at 31 March 2025, the directors have a reasonable expectation that this balance will remain payable within one year.

17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
18
1,068,749
1,008,451
1,068,749
1,008,451
Other creditors
600,000
-
0
-
0
-
0
1,668,749
1,008,451
1,068,749
1,008,451

Included in other creditors is deferred consideration of £600,000 relating to the purchase of Tenant Shop group. The previous owners are entitled to 30% of corporation tax savings achieved from the utilisation of acquired tax losses against future taxable profits. The above estimate has been calculated by Management as the best estimate of future taxable profits of the Tenant Shop group.

18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Other loans
1,694,347
1,008,451
1,068,749
1,008,451
Payable within one year
625,598
-
0
-
0
-
0
Payable after one year
1,068,749
1,008,451
1,068,749
1,008,451
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
18
Loans and overdrafts
(Continued)
- 38 -

The secured fixed rate loan notes are secured by fixed charges over assets - being present and future property, revenues and rights of every description.

The interest rate is fixed at 10% per annum, compounds daily, and is payable in arrears each year by no later than 30th June.

The loan notes can be redeemed at the discretion of the Company, but no later than the "Principle Redemption Date" which is linked to any significant asset or share sale.

Included in other loans are borrowings of £625,598 which relate to an Invoice Finance Agreement with Bibby Invoice Discounting Limited. A debenture securing the Company's obligations has been made between the Company and Bibby Financial Services Limited.

19
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
27,981
27,981
10,845
16,496
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 September 2024
11,485
-
Charge to profit or loss
5,651
-
Liability at 31 March 2025
17,136
-
20
Deferred income
Group
Company
2025
2024
2025
2024
£
£
£
£
Other deferred income
-
114,667
-
-
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 39 -
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
132,612
82,273

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.

22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 50p each
7,500
7,500
3,750
3,750
Ordinary B shares of 50p each
60,000
60,000
30,000
30,000
Ordinary C shares of 50p each
7,500
7,500
3,750
3,750
Ordinary D shares of 50p each
7,500
7,500
3,750
3,750
Ordinary E shares of 50p each
7,500
7,500
3,750
3,750
Ordinary G shares of 50p each
3,500
3,500
1,750
1,750
93,500
93,500
46,750
46,750
23
Acquisition of a business

On 29 October 2024 the group acquired 100% percent of the issued capital of Tenant Shop group which consists of Tenant Shop Home Services, Tenant Shop CC Limited and Tenant Shop Services Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
148,178
(148,178)
-
Trade and other receivables
422,753
(84,893)
337,860
Cash and cash equivalents
2,427
-
2,427
Borrowings
21,244,861
834,407
22,079,268
Trade and other payables
(436,079)
263,724
(172,355)
Total identifiable net assets
21,382,140
865,060
22,247,200
Goodwill
(782,933)
Total consideration
21,464,267
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
23
Acquisition of a business
(Continued)
- 40 -
The consideration was satisfied by:
£
Cash
15,001
Gains on loans acquired
(22,079,268)
Deferred consideration
600,000
(21,464,267)
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
263,844
Loss after tax
(689,356)
24
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
323,250
346,021
-
-
Between two and five years
395,593
709,660
-
-
718,843
1,055,681
-
-
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 41 -
25
Cash generated from group operations
2025
2024
£
£
(Loss)/profit after taxation
(68,418)
2,720,150
Adjustments for:
Taxation (credited)/charged
(5,827)
280,788
Finance costs
93,614
236,591
(Gain)/loss on disposal of tangible fixed assets
-
145
(Gain)/loss on disposal of intangible assets
-
4,364
Amortisation and impairment of intangible assets
576,123
942,774
Depreciation and impairment of tangible fixed assets
32,699
73,518
Impairment losses
122,562
-
Movements in working capital:
Decrease/(increase) in debtors
897,302
(5,559,523)
(Decrease)/increase in creditors
(215,225)
3,823,985
(Decrease)/increase in deferred income
(114,667)
114,667
Cash generated from operations
1,318,163
2,637,459
26
Cash generated from operations - company
2025
2024
£
£
(Loss)/profit after taxation
(253,166)
2,814,528
Adjustments for:
Taxation charged
-
0
29,061
Finance costs
60,299
129,038
Investment income
-
0
(3,000,000)
Movements in working capital:
Decrease/(increase) in debtors
1,171,782
(1,609,937)
Increase in creditors
116,670
1,987,897
Cash generated from operations
1,095,585
350,587
27
Analysis of changes in net debt - group
1 September 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
97,765
513,121
610,886
Borrowings excluding overdrafts
(1,008,451)
(685,896)
(1,694,347)
(910,686)
(172,775)
(1,083,461)
PROJECT CONNECT TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 42 -
28
Analysis of changes in net debt - company
1 September 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
106
(60)
46
Borrowings excluding overdrafts
(1,008,451)
(60,298)
(1,068,749)
(1,008,345)
(60,358)
(1,068,703)
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