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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2025
The Directors present the Strategic report for the year ended 31 July 2025.
Principal activities FDMUK Limited is market leading provider of data and market intelligence for the the UK telecoms industry, with early positions in EU territories. The customers are Telcos, Manufacturers and other ecosystem players e.g. retailers and price comparison websites. Our market intelligence and data tools are embedded throughout client organisations, from board-level insight to call centre agents to improve mission-critical commercial and operational decisions. FDMUK Limited is included within the group of Dedomena Topco Limited.
We aim to present a balanced view on the position of the company at the end of the year that is consistent with the size and complexity of the business.
Full year revenues increased by 1.3% compared to the prior year as the company continued to develop relationships with our key clients, increasing the level of engagement through new products and services. Costs of Sales increased by 4.4% on the prior year as the business invested in new hires to support our growth aspirations. As a result gross profit decreased by 0.5% compared to the prior year with a gross profit margin of 79%. Administrative expenses increased on the prior year by £1.3m largely due to the following (i) staff costs, an investment in new hires to support the business with its growth initiatives (ii) one-off transaction costs related to the investment in the business and (iii) a parent company management charge from Dedomena Bidco Limited. Operating profit declined on the prior year by 27.3% due to the increase in administrative expenses with an operating profit margin of 45%. General trading performance remains strong with further growth expected in 2026. On the statement of financial position, debtors falling due within one year and creditors falling due within one year, have both increased by £6.8m and £9.0m respectively, as a result of the transactions with Dedomena Bidco Limited and Dedomena Midco Limited which occurred during the year. The company maintains sufficient cash resources (£5.2m at 31 July 2025) to meet short term liabilities as they fall due. No restricted cash balances were held at the year end. Trade receivables have increased to £1.85m from £1.48m, balances are monitored closely with a small number of larger customers accounting for most of the outstanding balance.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
The directors believe that the company's growth principles are sound in that the products and services the company offers to the market are critical to its customers and remain in demand.
The ability to retain its clients The principal risk to the company arises from its ability to retain its clients. The group has a reputation for providing high quality market intelligence services to its clients which are embedded with their businesses to understand pricing and sales performance. The group has high client retention rates with clients signed up on multi year contracts. Financial risk management For the current financial year, the company has identified risks arising from its use of various financial instruments. These includes cash and items such as trade debtors and trade creditors that arise directly from its operations. These financial instruments exposure the business to several risks described in more detail below. The directors review and agree on policies for managing each of these risks. Policies have remained unchanged from previous years. The company has some credit risk which is minimised by the number of long established customers and an emphasis on good credit management. The company policy is to ensure continuity of liquidity through effective management of its current assets and liabilities, therefore reducing the company's liquidity and cash flow risk. The company is exposed to some interest rate risk arising from some debt within the group and therefore exposed to changes in interest rates affecting the interest repayable on its debt. The company is also not exposed to significant foreign currency risk.
The company's key financial performance indicators during the year were as follows:
Unit 2025 2024 Revenue £ million 7.392 7.294 Gross profit £ million 5.795 5.764 Operating profit £ million 3.331 4.576 Cash at bank £ million 5.234 5.967
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
Future outlook
The directors are confident that the business will continue to grow as a result of its reputation for providing high quality products and services which remain in high demand. The directors have also considered the impact of inflation, geo political issues and international conflict and do not believe that the business will be materially impact by these factors or other changes in the macro-economic environment.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2025
The directors present their report and the financial statements for the year ended 31 July 2025.
The profit for the year, after taxation, amounted to £2,383,471 (2024 -£3,615,554).
Dividends of £5,323,146 have been paid out during the year. (2024 - £nil).
The directors believe the Company to be a going concern and the financial statements have been prepared on that basis. For the year ending 31 July 2025, the Company made an operating profit of £3,331,411 and as at 31 July 2025 had net current assets of £3,901,738 and cash of £5,234,328 on its balance sheet.
The directors produce forecasts which are regularly reviewed to reflect the current economic environment, together with macro events and factors. The directors have prepared forecasts covering the period to April 2027 and have not identified any cash flow shortfalls or other working capital issues on review. The going concern assessment is performed at the Dedomena group level, within which FDMUK Limited operates. This includes an evaluation of forecast covenant compliance on the group’s £12,000,000 bank borrowings outstanding at 31 July 2025. At the time of approving the financial statements, the directors have a reasonable expectation that the company 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 are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
The directors who served during the year were:
The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Strategic Report. The matters covered in the Strategic Report are financial risk management and future developments in the business.
There have been no significant events affecting the Company since the year end.
The auditors, RSM UK Audit LLP, Chartered Accountants, have indicated their willingness to be reappointed for another term and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FDMUK LIMITED
We have audited the financial statements of FDMUK Limited (the ‘Company’) for the year ended 31 July 2025 which comprise statement of income and retained earnings, the statement of financial position 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council'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.
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.
The other information comprises the information included in the annual report other than the financial statements and our auditors' 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FDMUK LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the 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.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FDMUK LIMITED (CONTINUED)
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 auditors' 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.
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. In relation to fraud, the objectives of our audit are to identify and assess the risk 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 and to respond appropriately to fraud or suspected fraud identified during the audit. However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
∙obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;
∙inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
∙discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and inspecting tax computations. The audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, challenging judgments and estimates applied in the preparation of the financial statements and recalculation of revenue recognised and deferred at 31 July 2025 for a sample of customers.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FDMUK LIMITED (CONTINUED)
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 auditors' 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.
for and on behalf of RSM UK Audit LLP, Statutory Auditor
Charted Accountants
25 Farrington Street
EC4A 4AB
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STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 JULY 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 23 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
FDMUK Limited is a private company, limited by shares, incorporated in England and Wales. The
company's registered number and registered office address can be found on the Company Information page. The Company's functional and presentational currency is GBP.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Dedomena Topco Limited as at 31 July 2025 and these financial statements may be obtained from Companies House.
The directors believe the Company to be a going concern and the financial statements have been prepared on that basis. For the year ending 31 July 2025, the Company made an operating profit of £3,331,411 and as at 31 July 2025 had net current assets of £3,901,738 and cash of £5,234,328 on its balance sheet.
The directors produce forecasts which are regularly reviewed to reflect the current economic environment, together with macro events and factors. The directors have prepared forecasts covering the period to April 2027 and have not identified any cash flow shortfalls or other working capital issues on review. The going concern assessment is performed at the Dedomena group level, within which FDMUK Limited operates. This includes an evaluation of forecast covenant compliance on the group’s £12,000,000 bank borrowings outstanding at 31 July 2025. At the time of approving the financial statements, the directors have a reasonable expectation that the company 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined. All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets and liabilities
Basic financial assets and liabilities, which include trade and other receivables, cash and bank balances, trade payables and other liabilities are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
receivables and payables due with the operating cycle fall into this category of financial instruments.
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 Company 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. Derecognition of financial liabilities Financial liabilities are derecognised when, and only when, the Company’s contractual obligations are discharged, cancelled, or they expire. 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. Recoverability of amounts owed by group companies At the end of each reporting period, management assess whether there are any indicators the intercompany debtors are not fully recoverable. Factors taken into consideration the basis upon which the amount due will be settled.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
Retained earnings
Defined contribution schemes
The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund. Charges to the profit of loss of £23,358 (2024: £29,000) were incurred during the year. Contributions totalling £6,631 (2024: £4,839) were payable to the fund at the year end and are included in creditors.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
The Company's immediate parent company is Dedomena Bidco Limited, a company incorporated in England and Wales. The ultimate parent company is Dedomena Topco Limited, a company incorporated in England and Wales.
The smallest and largest group in which the results of the company will be consolidated is Dedomena Topco Limited for the year ended 31 July 2025. Consolidated accounts may be obtained from Companies House, Crown Way,Cardiff, CF14 3UZ. The directors consider Inflexion Private Equity Partners LLP to be the ultimate controlling party, due to its majority indirect shareholding in Dedomena Topco Limited.
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