Company registration number 15784214 (England and Wales)
LEAGUE BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
LEAGUE BIDCO LIMITED
COMPANY INFORMATION
Directors
Mr G Ewart
(Appointed 19 July 2024)
Mr P Frame
(Appointed 19 July 2024)
Mr J W Latus
(Appointed 17 June 2024)
Mr S P Latus
(Appointed 19 July 2024)
Mr W A Latus
(Appointed 19 July 2024)
Mr S W Hough
(Appointed 2 September 2025)
Company number
15784214
Registered office
Hull Sports Centre
Chanterlands Avenue
Hull
East Yorkshire
United Kingdom
HU5 4EF
Auditor
Sumer Auditco Limited
1st Floor
Mayesbrook House
Lawnswood Business Park
Leeds
LS16 6QY
LEAGUE BIDCO LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 20
LEAGUE BIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2025
- 1 -

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

Business Review

League Bidco Limited (the “Company”) was incorporated on 17 June 2024 and is an intermediate holding company.

The Directors are satisfied with the overall performance of the Company in the year with it making an operating loss of £(0.1)m and incurred interest payable and similar expenses of £1.7m resulting in a loss before taxation of £(1.8)m in its initial trading period.

On the 19 July 2024 the Company acquired the entire share capital of L3 Essence Limited.

Key Performance Indicators ("KPIs")

The company’s KPIs are focused on financial KPIs such as (a) Profit / (Loss) before taxation; (b) Carrying Value of Investments. These KPIs are summarised in the table below:

KPI

period ended 31st March 2025

Profit/(Loss) before taxation (£m)

(£1.8m)

Carrying Value of Investments (£m)

£28.9m

 

Details of the KPIs of the group in which the Company is part of are detailed in the financial statements of its ultimate parent company League Topco Limited.

Principal risk and uncertainties

The Company considers that its principal risk and uncertainty is in respect of the carrying value of investments. To mitigate this risk the Company has a robust acquisition strategy with all acquisitions being approved by the Board and being subject to extensive due diligence and a defined integration process.

Details of the principal risk and uncertainties of the group in which the Company is part of are detailed in the financial statements of its ultimate parent company League Topco Limited.

Future development

The Company is to continue to invest in further suitable acquisition that are complementary to the wider group’s businesses if they meet the investment criteria set by the Board.

On behalf of the board

Mr S W Hough
Director
22 June 2026
LEAGUE BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2025
- 2 -

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

Principal activities

The company was incorporated on 17 June 2024 and began trading via making its first acquisition on 19 July 2024. The principal activity of the company is that of a holding company.

Results and dividends

The results for the period are set out on page 7.

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

Directors

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

Mr A J Birkett
(Appointed 19 July 2024 and resigned 2 September 2025)
Mr G Ewart
(Appointed 19 July 2024)
Mr P Frame
(Appointed 19 July 2024)
Mr J W Latus
(Appointed 17 June 2024)
Mr S P Latus
(Appointed 19 July 2024)
Mr W A Latus
(Appointed 19 July 2024)
Mr M Mellon
(Appointed 19 July 2024 and resigned 11 April 2025)
Mr S W Hough
(Appointed 2 September 2025)
Auditor

Sumer Auditco Limited were appointed as auditor to the company 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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
Mr S W Hough
Director
22 June 2026
LEAGUE BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2025
- 3 -

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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

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 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.

LEAGUE BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LEAGUE BIDCO LIMITED
- 4 -
Opinion

We have audited the financial statements of League Bidco Limited (the 'company') for the period ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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:

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:

LEAGUE BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LEAGUE BIDCO LIMITED (CONTINUED)
- 5 -
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 identified material misstatements in the strategic report or the directors' report.

 

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

 

LEAGUE BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LEAGUE BIDCO LIMITED (CONTINUED)
- 6 -

To address the risks of fraud through management bias and override controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director's and other management and the inspection of regulatory and legal correspondence.

As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of the nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

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.

Chris Neale (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Chartered Accountants
1st Floor
Mayesbrook House
Lawnswood Business Park
Leeds
LS16 6QY
22 June 2026
LEAGUE BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2025
- 7 -
Period
ended
31 March
2025
Notes
£
Turnover
-
Administrative expenses
(95,876)
Operating loss
(95,876)
Interest receivable and similar income
5
12,251
Interest payable and similar expenses
6
(1,735,226)
Loss before taxation
(1,818,851)
Tax on loss
7
-
0
Loss for the financial period
(1,818,851)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

LEAGUE BIDCO LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 8 -
2025
Notes
£
£
Fixed assets
Investments
8
28,923,991
Current assets
Debtors
10
14,519,997
Cash at bank and in hand
287,289
14,807,286
Creditors: amounts falling due within one year
11
(21,656,351)
Net current liabilities
(6,849,065)
Total assets less current liabilities
22,074,926
Creditors: amounts falling due after more than one year
12
(23,854,375)
Net liabilities
(1,779,449)
Capital and reserves
Called up share capital
14
1
Other reserves
39,401
Profit and loss reserves
(1,818,851)
Total equity
(1,779,449)

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

The financial statements were approved by the board of directors and authorised for issue on 22 June 2026 and are signed on its behalf by:
Mr S W Hough
Director
Company registration number 15784214 (England and Wales)
LEAGUE BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2025
- 9 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Period ended 31 March 2025:
Loss and total comprehensive income
-
-
(1,818,851)
(1,818,851)
Issue of share capital
14
1
-
-
1
Credit to equity for share-based payments
-
39,401
-
39,401
Balance at 31 March 2025
1
39,401
(1,818,851)
(1,779,449)
LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
- 10 -
1
Accounting policies
Company information

League Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hull Sports Centre, Chanterlands Avenue, Hull, East Yorkshire, United Kingdom, HU5 4EF.

1.1
Reporting period

The company is reporting a short first reporting period in order to align its year end with that of its subsidiary companies. Subsequent reporting periods are expected to run annually to 31 March.

1.2
Basis of preparation

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 amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

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

 

 

The financial statements of the company are consolidated in the financial statements of League Topco Limited. These consolidated financial statements are available from its registered office, Hull Sports Centre, Chanterlands Avenue, Hull, HU5 4EF.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 11 -
1.3
Going concern

The reason the entity is in a negative net asset position is due to intercompany debt; the group entities have shared management which have no intention to seek repayment of this debt that would threaten the ability of the entity to continue as a going concern. Further in assessing the company ability to continue as a going concern, the directors have considered the liquidity position and reviewed the cash flow forecasts for the group for the foreseeable future.true

 

The directors have a reasonable expectation that the company has adequate resources to continue in operation and meet its liabilities as they fall due for the next twelve months from the date of approval of these financial statements. In making this assessment the Directors have considered the headroom available on the debt facility combined with the expected level of cash generation of the group over the next twelve months.

 

As such 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 adopt the going concern basis of accounting in preparing the financial statements.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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 method 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.

LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
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 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.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through 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.

LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
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.

1.9
Share-based payments

Equity-settled share-based payments relate to instruments issued by the parent company, League Topco Limited, for the benefit of employees of the company. The award is measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity within the capital contribution reserve, reflecting the contribution of value provided by the parent company.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 14 -
Key sources of estimation uncertainty

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

Carrying value of investments

The company tests its investments annually for recoverability based on the cash generation of those subsidiary companies. This uses a discounted cash flow model where the forecasts for the business, the discount rate, and the terminal growth rate are all key inputs to the model.

Recoverability of intercompany debtors

The company has significant exposure to intercompany debtors, which have been presented as due in more than one year based on the expected timing of recoverability. These debtors form part of the overall investment into the trading group and therefore are considered as part of the wider cash generation of the investment, as detailed above.

3
Auditor's remuneration

The audit fee for the year has been borne by a subsidiary of the company.

 

The company has taken advantage of the exemption to not disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.

4
Employees

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

2025
Number
Total
6

Their aggregate remuneration comprised:

2025
£
Wages and salaries
95,876
5
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
12,251
LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 15 -
6
Interest payable and similar expenses
2025
£
Interest on bank overdrafts and loans
839,825
Interest payable to group undertakings
895,401
1,735,226

Details of amounts payable to group companies is explained in note 13. This is payable only on a certain portion of group liabilities.

7
Taxation

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

2025
£
Loss before taxation
(1,818,851)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(454,713)
Group relief
444,863
Share based payment charge
9,850
Taxation charge for the period
-

The rate of tax throughout the year and expected in the future in the UK is 25%. The company has tax losses carried forward at the year end of £NIL, on which no deferred tax asset has been recognised.

8
Fixed asset investments
2025
Notes
£
Investments in subsidiaries
9
28,923,991
LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
8
Fixed asset investments
(Continued)
- 16 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 17 June 2024
-
Additions
28,923,991
At 31 March 2025
28,923,991
Carrying amount
At 31 March 2025
28,923,991
9
Subsidiaries

All subsidiaries have their registered office at Hull Sports Centre, Chanterlands Avenue, Hull, HU5 4EF.

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
L3 Essence Limited
England & Wales
Ordinary
100.00
-
Latus Group Debtco Limited
England & Wales
Ordinary
0
100.00
Latus Group Bidco Limited
England & Wales
Ordinary
0
100.00
Latus Health Limited
England & Wales
Ordinary
0
100.00
Latus Group (UK) Limited
England & Wales
Ordinary
0
100.00
Latus Group (IDC) Limited
England & Wales
Ordinary
0
100.00
OH Services Limited
England & Wales
Ordinary
0
100.00
Centreline Aviation Medical Services Ltd
England & Wales
Ordinary
0
100.00
10
Debtors
2025
Amounts falling due within one year:
£
Other debtors
50,486
2025
Amounts falling due after more than one year:
£
Amounts owed by group undertakings
14,449,511
Other debtors
20,000
14,469,511
Total debtors
14,519,997
LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
10
Debtors
(Continued)
- 17 -

Amounts owed from group companies are interest free and technically repayable on demand. However, the loans are not expected to be settled within 12 months of the year end, given that the monies were advanced in the year as part of the acquisition of the subsidiary. Accordingly the balance is presented as due in more than one year.

11
Creditors: amounts falling due within one year
2025
£
Amounts owed to group undertakings
21,444,932
Accruals and deferred income
211,419
21,656,351

Amounts owed to group undertakings are unsecured, interest free, and repayable on demand.

 

Accruals and deferred income relates to accrued interest payable on the loans shown in note 12 where interest is payable quarterly in arrears.

12
Creditors: amounts falling due after more than one year
2025
Notes
£
Bank loans and overdrafts
13
12,328,365
Other borrowings
13
11,242,450
Other creditors
283,560
23,854,375
Creditors which fall due after five years are payable as follows:
Payable other than by instalments
12,000,000

Details of the bank loans and other borrowings are provided in note 13.

13
Loans and overdrafts
2025
£
Bank loans
12,328,365
Loans from group undertakings
11,242,450
23,570,815
Payable after one year
23,570,815
LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
13
Loans and overdrafts
(Continued)
- 18 -

Bank loans

The above represents bank loans payable, comprising an initial principle drawdown in July 2024 of £12,000,000, a further drawdown in March 2025 of £700,000, and arrangement fees of £371,635 relating to the loan which is offset against the carrying value of the debt.

 

The long‑term loans are secured by fixed charges on the property and equipment of League Bidco, its parent entity League Midco Limited, and the ultimate controlling entity, League Topco Limited. In addition, floating charges have been granted over all other present and future assets and undertakings not subject to the fixed charges noted above.

 

The loans relate to a senior debt facility from Santander with an interest rate of a variable margin above SONIA. The £12,000,000 falls due for repayment in full in July 2030. The company is entitled to draw under the revolving credit facility which would have equivalent terms and fall due for repayment in January 2030.

 

Loans from group undertakings

This represents loan notes owed to League Midco Limited which were incepted in July 2024 with a principle of £10,347,049. Interest is payable at a rate of 12% per annum, compounding and with amounts payable rolled up quarterly as a payment in kind. Total interest payable in the year is shown in note 6. The loans are unsecured and repayable on an exit of the business, which is not expected to be within 12 months of the balance sheet date.

14
Share capital
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
1
1

On incorporation, one Ordinary share was issued for £1.

LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 19 -
15
Events after the reporting date

As part of a group restructuring completed on 16 July 2024, Trivest Limited (the former parent company of Latus Debtco Limited) declared a dividend in specie with a fair value of £23.1 million, comprising £300 of realised retained profits, with the balance arising from unrealised retained profits treated as realised for this purpose in accordance with section 846 of the Companies Act 2006. This distribution facilitated the transfer of Trivest’s investment in Latus Group Debtco Limited to its then parent undertaking, T3 Skyco Limited. This was a necessary pre-completion step as part of the wider transaction to separate Latus Group Debtco and its subsidiary undertakings from T3 Skyco Limited to L3 Essence Ltd, in a share-for-share exchange.

The dividend in specie was declared following the receipt of an upstream distribution from Latus Group Debtco Limited, which was relied upon to support the availability of distributable reserves within Trivest Limited at that time. Subsequent review has identified that certain upstream dividends within the group, including the distribution from Latus Group Debtco Limited, may have been supported by financial information that did not accurately calculate the distributable reserves and, once corrected, there may not have been sufficient distributable reserves. As a result, there is a possibility that those distributions, and consequently the dividend in specie, were not compliant with the requirements of Part 23 of the Companies Act 2006 and may therefore constitute technical unlawful distributions.

Subsequent to the year-end, the Company, together with other relevant group entities, obtained legal advice from a specialist law firm and Counsel. Based on that advice, the Directors consider that:

 

The Directors have therefore concluded that the matter represents a technical breach of statutory requirements, rather than a substantive unlawful return of capital.

In order to regularise the position, the Company and relevant group entities intend to implement a series of remediation steps. These include:

 

These steps are intended to regularise the position retrospectively and are not expected to result in any repayment of dividends or reversal of the underlying transactions.

The Directors therefore consider that these matters do not affect the Company’s financial position, results, or cash flows as presented in these financial statements.

Acquisition of subsidiaries

On 11 February 2026 the Company acquired 100% of the ordinary share capital of Euro Environmental Limited for consideration of approximately £2.4 million. The acquisition represents a business combination.

 

On 30 April 2026 the Company acquired 100% of the ordinary share capital of Cirrus Environmental Solutions Limited for consideration of approximately £1.4 million. The acquisition represents a business combination.

16
Related party transactions

The company has taken advantage of the exemptions conferred by S33.1A of FRS 102 which permit it to not disclose transactions with wholly-owned group companies. Details of balances outstanding at the year end are provided in notes 10 and 11.

LEAGUE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 20 -
17
Ultimate controlling party

The company is a wholly owned subsidiary of League Midco Limited.

 

The smallest and largest company that consolidates the results of League Bidco Limited is League Topco Limited. Copies of the group financial statements are available from its registered office at Hull Sports Centre, Chanterlands Avenue, Hull, HU5 4EF.

 

The group is under the control of Northedge Capital Nominees Limited, as shareholder of League Topco Limited.

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