Project Iridium Topco Limited
Annual Report and Financial Statements
For the period ended 31 August 2025
Company Registration No. 15819501 (England and Wales)
Project Iridium Topco Limited
Company Information
Directors
H Goss
(Appointed 17 July 2024)
T Wood
(Appointed 17 July 2024)
R Crockett
(Appointed 17 July 2024)
A Majumdar
(Appointed 4 July 2024)
S Ward
(Appointed 1 January 2025)
Company number
15819501
Registered office
Kester Capital LLP
14-16 Bruton Place
London
United Kingdom
W1J 6LX
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Project Iridium Topco Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 35
Project Iridium Topco Limited
Strategic Report
For the period ended 31 August 2025
Page 1

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

Review of the business

The principal activity of the group was that of Architectural Visualisation.

 

In July 2024, Project Iridium Topco Limited acquired the entire share capital of Clearwater Topco Limited, the ultimate parent company of Boundary Visualisation Limited, The Boundary, Inc and Boundary Visualisation APAC Limited (together, “The Boundary”) through a subsidiary company, Project Iridium Bidco Limited. The acquisition was structured to facilitate private equity investment from Kester Capital LLP, who join the founders and senior management of The Boundary as shareholders of the group, replacing Mobeus Equity Partners after a successful investment journey which has seen The Boundary grow significantly in revenue, people and technological capability.

 

In the period to 31 August 2025, the newly formed group has achieved revenue of £18.9m, operating loss of £11.8m and operating loss excluding the exceptional item of £1.9m and will be building across all areas of the business into 2026.

 

Research and development

The group invests significant resource in enhancing it’s technological capabilities to retain its competitive position. This investment results in new product offerings, or enhancements and efficiencies to off the shelf products.

Project Iridium Topco Limited
Strategic Report (Continued)
For the period ended 31 August 2025
Page 2
Principal risks and uncertainties

The Group is exposed to geopolitical and macroeconomics factors. Since the year-end, the Group has experienced a decrease in customer demand from the Gulf Cooperation Council (GCC) region as a direct result of the wider crisis in the Middle East. The Group continues to diversify its customer base and product and service offerings to provide better insulation against external factors impacting specific markets.

 

Objectives and policies

 

The group is exposed to a variety of financial risks. The group's overall risk management programme seeks to minimise potential risks for the group. The board reviews and agrees policies for managing risks. The most important components of financial risk affecting the group are as follows:

 

Operational risk

Operational risk is the risk of losses stemming from inadequate or failed internal processes, people and systems or from external events. The group has created a strong governance structure with robust controls, and has made considerable investment in business continuity through the period.

 

Exchange rate risk

The group is subject to FX risk on revenues and costs generated overseas, primarily in US dollars. The group will take advantage of natural hedges in overseas expenditure, and utilise FX forwards to hedge future cashflows to the extent that there are material residual FX exposures.

 

Liquidity and interest rate risk

The group manages its cash and borrowing requirements in order to ensure the group has sufficient liquid resources to meet the operating needs of the business. The majority of the group’s interest bearing loans are fixed rates until 2029 so do not create any near term risk despite changes in interest rates through the period. The group’s bank loans are denominated in a mix of USD and GBP and are variable rated. The group currently does not consider an interest rate hedge to be necessary based on the size of the loans and the current interest rate sentiment in the UK and US.

 

Credit risk

Aged receivables and the credit profile of our customer base is monitored regularly, and provisions are made for doubtful debts where necessary.

 

Key performance indicators

The group has defined its key performance indicators to align performance and accountability to its strategic plan. The key focus of KPI's is on a number of financial and operational performance measures, designed to ensure that the strategy successfully ensures that the business continues to thrive.

 

KPI

Year ended 31 August 2025

Revenue

18,931,882

Cash at period end

937,396

Number of staff at period end

142

 

Going concern

As noted in Note 1.5 in the financial statements, the directors have a reasonable expectation the company has adequate resources to continue in operational existence from at least one year from the date of approval of these financial statements. The directors have concluded that there are no material uncertainties that lead to significant doubt upon the company’s ability to continue as a going concern.

Project Iridium Topco Limited
Strategic Report (Continued)
For the period ended 31 August 2025
Page 3

On behalf of the board

S Ward
Director
3 July 2026
Project Iridium Topco Limited
Directors' Report
For the period ended 31 August 2025
Page 4

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

Principal activities

The principal activity of the group is production of rendered images, animations, short films and VR/AR content for architects and property developers. The principal activity of the company is that of a holding company.

Directors

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

H Goss
(Appointed 17 July 2024)
S Williams
(Appointed 17 July 2024 and resigned 22 May 2026)
T Wood
(Appointed 17 July 2024)
P Guthrie
(Appointed 17 July 2024 and resigned 1 January 2025)
R Crockett
(Appointed 17 July 2024)
A Majumdar
(Appointed 4 July 2024)
S Ward
(Appointed 1 January 2025)
Results and dividends

No ordinary dividends were paid. Within the group, distributions to the parent were made via a debt waiver of £4,933,885 (2024: £nil).

Auditor

Moore Kingston Smith 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
S Ward
Director
3 July 2026
2026-07-03
Project Iridium Topco Limited
Directors' Responsibilities Statement
For the period ended 31 August 2025
Page 5

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent company, and of the profit or loss of the group 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 group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

We have audited the financial statements of Project Iridium Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 August 2025 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

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

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not 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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Project Iridium Topco Limited
Independent Auditor's Report (Continued)
To the Members of Project Iridium Topco Limited
Page 8
Auditor's responsibilities for the audit of the financial statements

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

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Esther Carder (Senior Statutory Auditor)
3 July 2026
for and on behalf of Moore Kingston Smith LLP
Chartered Accountants
Charlotte Building
17 Gresse Street
London
W1T 1QL
Project Iridium Topco Limited
Group Statement of Comprehensive Income
For the period ended 31 August 2025
Page 10
Period
ended
31 August
2025
Notes
£
Turnover
3
18,931,882
Cost of sales
(7,570,155)
Gross profit
11,361,727
Administrative expenses
(13,607,823)
Other operating income
666
Exceptional item
4
(9,634,616)
Operating loss
5
(11,880,046)
Interest receivable and similar income
9
32,848
Interest payable and similar expenses
10
(7,573,712)
Loss before taxation
(19,420,910)
Tax on loss
11
(35,526)
Loss for the financial period
(19,456,436)
Loss for the financial period is all attributable to the owners of the parent company
Total comprehensive loss for the period is all attributable to the owners of the parent company
Project Iridium Topco Limited
Group Balance Sheet
As at 31 August 2025
Page 11
2025
Notes
£
£
Fixed assets
Goodwill
12
28,528,445
Other intangible assets
12
1,707,032
Total intangible assets
30,235,477
Tangible assets
13
492,082
30,727,559
Current assets
Debtors
16
7,447,511
Cash at bank and in hand
937,396
8,384,907
Creditors: amounts falling due within one year
17
(15,536,334)
Net current liabilities
(7,151,427)
Total assets less current liabilities
23,576,132
Creditors: amounts falling due after more than one year
18
(47,731,675)
Provisions for liabilities
Provisions
20
(70,000)
Deferred tax liability
21
(67,476)
(137,476)
Net liabilities
(24,293,019)
Capital and reserves
Called up share capital
23
965
Share premium account
96,335
Profit and loss reserves
(24,390,319)
Total equity
(24,293,019)
The financial statements were approved by the board of directors and authorised for issue on 3 July 2026 and are signed on its behalf by:
03 July 2026
S Ward
Director
Company Registration No. 15819501
Project Iridium Topco Limited
Company Balance Sheet
As at 31 August 2025
31 August 2025
Page 12
2025
Notes
£
£
Fixed assets
Investments
14
1
Current assets
Debtors
16
100,530
Creditors: amounts falling due within one year
17
(82,974)
Net current assets
17,556
Net assets
17,557
Capital and reserves
Called up share capital
23
965
Share premium account
96,335
Profit and loss reserves
(79,743)
Total equity
17,557

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £79,743.

The financial statements were approved by the board of directors and authorised for issue on 3 July 2026 and are signed on its behalf by:
03 July 2026
S Ward
Director
Company Registration No. 15819501 (England and Wales)
Project Iridium Topco Limited
Group Statement of Changes in Equity
For the period ended 31 August 2025
Page 13
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 4 July 2024
-
-
-
-
Period ended 31 August 2025:
Loss and total comprehensive income
-
-
(19,456,436)
(19,456,436)
Issue of share capital
23
965
96,335
-
97,300
Distribution via debt waiver
-
-
(4,933,885)
(4,933,885)
Balance at 31 August 2025
965
96,335
(24,390,319)
(24,293,019)
Project Iridium Topco Limited
Company Statement of Changes in Equity
For the period ended 31 August 2025
Page 14
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 4 July 2024
-
-
-
-
Period ended 31 August 2025:
Profit and total comprehensive income
-
-
(79,743)
(79,743)
Issue of share capital
23
965
96,335
-
97,300
Balance at 31 August 2025
965
96,335
(79,743)
17,557
Project Iridium Topco Limited
Group Statement of Cash Flows
For the period ended 31 August 2025
Page 15
2025
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
29
(1,116,626)
Interest paid
(1,238,793)
Income taxes paid
(308,955)
Net cash outflow from operating activities
(2,664,374)
Investing activities
Purchase of business
(39,457,343)
Cash on acquisition
2,920,050
Purchase of intangible assets
(1,401,025)
Purchase of tangible fixed assets
(108,602)
Interest received
32,848
Net cash used in investing activities
(38,014,072)
Financing activities
Proceeds from issue of shares
97,299
Proceeds from borrowings
29,287,200
Proceeds from bank loans
12,231,343
Net cash generated from financing activities
41,615,842
Net increase in cash and cash equivalents
937,396
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
937,396
Project Iridium Topco Limited
Notes to the Group Financial Statements
For the period ended 31 August 2025
Page 16
1
Accounting policies
Company information

Project Iridium Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Kester Capital Llp, 14-16 Bruton Place, London, United Kingdom, W1J 6LX.

 

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

1.1
Reporting period

The company was incorporated on 4 July 2024. Therefore, the company and the group's financial statements are presented for the period from incorporation to 31 August 2025.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the 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. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Project Iridium Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 August 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 group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
1
Accounting policies
(Continued)
Page 17
1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have 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 group made a loss for the period of £19,456,435 and as at the balance sheet date had net liabilities of £24,293,021. During the period the business has been cash generative from operations within the group and generated positive Adjusted Earnings before Interest, Tax, Depreciation, Amortisation and Exceptional costs of £2,735,189.

 

At the balance sheet date, the group has net current liabilities of £7,151,427. As stated in note 19 to the financial statements, this is due to certain terms and conditions in existence at 31 August 2025 in relation to the group’s secured bank loans. Since the year end, the terms and conditions have been revised and the secured bank loans are repayable on 17 July 2029.

For the going concern assessment, management has prepared financial forecasts for the period ending 31 August 2027 which have been built up from business plans for the group, all of which have been subject to review and challenge by management and the directors. The directors have approved the projections, which include sales growth and margin improvements arising from investments and initiatives implemented by the group. The financial forecasts indicate that the group will generate sufficient cash flows from operating activities to meet all of the its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. The group are financed through a combination of equity, loan notes and secured bank loans. The financial forecasts and sensitivity analysis of the group indicate that it will continue to meet all financial covenants under the secured bank loans.

After making appropriate enquiries, the directors have a reasonable expectation the group have adequate resources to continue in operational existence from at least one year from the date of approval of these financial statements. The directors have concluded that there are no material uncertainties that lead to significant doubt upon the group’s ability to continue as a going concern. Accordingly, the directors continue to adopt the going concern basis in the preparation of these financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

 

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
1
Accounting policies
(Continued)
Page 18
1.7
Intangible fixed assets - goodwill

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

 

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

1.8
Intangible fixed assets other than goodwill

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

 

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

 

One of the company's intangible assets is internally generated development expenditure including the design, construction and testing of pre-production or pre-use prototypes and models.

The company capitalises costs associated with software development. The company employs certain members of IT development staff who are engaged in the creation of

The intangible asset is to be recognised and measured on the Cost model, being the employee benefits costs attributable. The intangible asset will be amortised over 3 years on a straight-line basis, reflecting management’s best estimate of the useful life of the assets being developed.

The other intangible asset is website development. The intangible asset is to be recognised and measured on the Cost model, being the third party website development costs attributable. The intangible asset will be amortised over 4 years on a straight-line basis, reflecting management’s best estimate of the useful life,

The assets will be reviewed for impairment annually.

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:

Capitalised R&D
33%
Website Developmnet
25%
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
1
Accounting policies
(Continued)
Page 19
1.9
Tangible fixed assets

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

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

Leasehold improvements
20% Reducing Balance
Plant and equipment
20% Straight Line
Fixtures and fittings
20% Straight Line
Computers
25-50% Straight Line
Bicycles
33% Reducing Balance

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

1.10
Fixed asset investments

Equity investments 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.

 

In 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.

1.11
Impairment of fixed assets

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

 

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

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

 

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

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

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

1.12
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.

1.13
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.

1.14
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.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
1
Accounting policies
(Continued)
Page 21
1.16
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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 leased asset are consumed.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 22
2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue Recognition

Revenue from contracts is assessed on an individual basis with revenue earned being ascertained based on the stage of completion of the contract which is estimated using a combination of the milestones and percentage completion. Estimates of the progress required to undertake the contracts are made on a regular basis and subject to management review.

3
Turnover and other revenue
2025
£
Turnover analysed by class of business
Sales of services
18,931,882
2025
£
Turnover analysed by geographical market
United Kingdom
1,252,236
Rest of Europe
312,122
Rest of World
17,367,524
18,931,882
2025
£
Other revenue
Interest income
32,848
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 23
4
Exceptional item
2025
£
Expenditure
Impairment Losses
9,634,616

The group recognised an impairment loss of £9,634,616 arising from the rationalisation of the Group’s structure in July 2024 and the liquidation of the Clearwater entities. As part of the restructuring, intra‑group loans and other balances were settled or modified through debt‑for‑equity swaps and novation arrangements. Following these transactions, the Clearwater entities were liquidated and their share capital reduced to nil, resulting in the derecognition of the related carrying value.

5
Operating loss
2025
£
Operating loss for the period is stated after charging/(crediting):
Exchange gains
(175,773)
Depreciation of tangible fixed assets
540,886
Profit on disposal of tangible fixed assets
(201)
Amortisation of intangible assets
4,439,733
Operating lease charges
466,146
6
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
19,980
Audit of the financial statements of the company's subsidiaries
55,982
75,962
For other services
Taxation compliance services
5,000
7
Employees

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

Group
Company
2025
2025
Number
Number
142
0
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
7
Employees
(Continued)
Page 24

Their aggregate remuneration comprised:

Group
Company
2025
2025
£
£
Wages and salaries
6,751,089
-
0
Social security costs
696,409
-
Pension costs
131,755
-
0
7,579,253
-
0
8
Directors' remuneration
2025
£
Remuneration for qualifying services
642,570
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
£
Remuneration for qualifying services
197,675
9
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
32,848
10
Interest payable and similar expenses
2025
£
Interest on bank overdrafts and loans
3,302,819
Other interest on financial liabilities
4,155,122
Other interest
115,771
Total finance costs
7,573,712
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 25
11
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
29,185
Double tax relief
(211,960)
Total UK current tax
(182,775)
Foreign current tax on profits for the current period
287,360
Total current tax
104,585
Deferred tax
Origination and reversal of timing differences
(69,059)
Total tax charge
35,526

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
(19,420,910)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(4,855,228)
Tax effect of expenses that are not deductible in determining taxable profit
4,040,005
Tax effect of income not taxable in determining taxable profit
199,048
Adjustments in respect of prior years
(182,775)
Exempt distribution income
(225,000)
Foreign tax - other
(33,980)
Movement in deferred tax not recognised
1,004,500
Foreign tax credits
88,956
Taxation charge
35,526
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 26
12
Intangible fixed assets
Group
Goodwill
Capitalised R&D
Website Developmnet
Total
£
£
£
£
Cost
At 4 July 2024
-
0
-
0
-
0
-
0
Additions - separately acquired
17,472
1,255,825
127,728
1,401,025
Additions - business combinations
32,118,843
921,792
233,550
33,274,185
At 31 August 2025
32,136,315
2,177,617
361,278
34,675,210
Amortisation and impairment
At 4 July 2024
-
0
-
0
-
0
-
0
Amortisation charged for the period
3,607,870
714,703
117,160
4,439,733
At 31 August 2025
3,607,870
714,703
117,160
4,439,733
Carrying amount
At 31 August 2025
28,528,445
1,462,914
244,118
30,235,477
The company had no intangible fixed assets at 31 August 2025.
13
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Bicycles
Total
£
£
£
£
£
£
Cost
At 4 July 2024
-
0
-
0
-
0
-
0
-
0
-
0
Additions
-
0
-
0
4,936
89,907
13,759
108,602
Business combinations
193,827
6,845
112,674
569,459
41,561
924,366
At 31 August 2025
193,827
6,845
117,610
659,366
55,320
1,032,968
Depreciation and impairment
At 4 July 2024
-
0
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
145,030
1,682
26,658
352,224
15,292
540,886
At 31 August 2025
145,030
1,682
26,658
352,224
15,292
540,886
Carrying amount
At 31 August 2025
48,797
5,163
90,952
307,142
40,028
492,082
The company had no tangible fixed assets at 31 August 2025.
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 27
14
Fixed asset investments
Group
Company
2025
2025
Notes
£
£
Investments in subsidiaries
15
-
0
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 4 July 2024
-
Additions
1
At 31 August 2025
1
Carrying amount
At 31 August 2025
1
15
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Project Iridium Midco Limited
1
Ordinary
100.00
-
Project Iridium Bidco Limited
1
Ordinary
0
100.00
Boundary Visualisation Holdings Limited
2
Ordinary
0
100.00
Boundary Visualisation Limited
2
Ordinary
0
100.00
The Boundary, Inc.
3
Ordinary
0
100.00
Boundary Visualisation APAC Limited
4
Ordinary
0
100.00
Boundary Visualisation APAC PTY Limited
4
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Kester Capital LLP, 14-16 Bruton Place, London, W1J 6LX
2
Academic House, 24-28 Oval Road, London, NW1 7DJ
3
The Graybar Building, Ste 2831, 420 Lexington Ave, New York, 10170
4
24b Spring Street, Auckland, 1001
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
15
Subsidiaries
(Continued)
Page 28

All of the above subsidiaries have been included within the consolidated results however Project Iridium Midco, Project Iridium Bidco Limited, and Boundary Visualisation Holdings Limited were exempt from an audit by virtue of s479A of Companies Act 2006.

16
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
5,114,217
-
0
Corporation tax recoverable
174,863
-
0
Amounts owed by group undertakings
-
0
76,827
Other debtors
314,176
2,690
Prepayments and accrued income
1,844,255
21,013
7,447,511
100,530
17
Creditors: amounts falling due within one year
Group
Company
2025
2025
Notes
£
£
Bank loans
19
12,231,343
-
0
Trade creditors
349,487
-
0
Amounts owed to group undertakings
-
0
82,974
Other taxation and social security
246,292
-
0
Other creditors
497,241
-
0
Accruals and deferred income
2,211,971
-
0
15,536,334
82,974
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
Notes
£
£
Other borrowings
19
47,731,675
-
0
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 29
19
Loans and overdrafts
Group
Company
2025
2025
£
£
Bank loans
12,231,343
-
0
Other loans
47,731,675
-
0
59,963,018
-
Payable within one year
12,231,343
-
0
Payable after one year
47,731,675
-
0

 

In July 2024 the company entered into a Senior Multicurrency Facilities Agreement with Oaknorth Bank PLC. The facility A commitment is $15,588,000 (£11,982,199) and a further Revolving Facility commitment of £3,000,000. At the period end the value of the Facility Commitment was £11,543,417, and the Revolving Facility Commitment was £1,100,000. The non current portion of the commitment is £10,729,633, including loan arrangement and borrowing costs at amortised cost. The loan is repayable in full on the termination date of 17 August 2030, and the Revolving Facility is repayable in full on 17 July 2029. Interest is charged at 5.25% + SOFR1M - 2DLBP per quarter on the outstanding balance.

Due to certain terms and conditions on the facilities at 31 August 2025, the bank loan has been

classified within amounts falling due within one year at the balance sheet date.

 

Since the year end, the terms and conditions giving rise to the classification of the bank loans as falling due within one year have been revised, and the loan remains repayable on its maturity date of 17 July 2029.

 

In July 2024 the company issued A Loan Notes of £29,287,200 to Kester Capital III GP LLP, a limited partnership related to shareholders of the ultimate parent company. The loan notes accrue 12% interest per annum and the maturity date of the loan notes and interest is 17 July 2029.

In July 2024 the company issued B Loan Notes of £12,489,473 to Kester Capital III GP LLP, a limited partnership related to shareholders of the ultimate parent company. The loan notes accrue 12% interest per annum and the maturity date of the loan notes and interest is 17 July 2029.

In August 2025 the company issued PIK Loan Notes of £2,200,000 to Kester Capital III GP LLP, a limited partnership related to shareholders of the ultimate parent company. The loan notes accrue 12% interest per annum and the maturity date of the loan notes and interest is 17 July 2030.

Total interest charged in the period amounted to £5,954,502, with £3,754,502 outstanding at the period end.

 

Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 30
20
Provisions for liabilities
Group
Company
2025
2025
£
£
70,000
-
Movements on provisions:
Group
£
At 4 July 2024 and 31 August 2025
70,000
21
Deferred taxation

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

Liabilities
2025
Group
£
Tax losses
67,476
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the period:
£
£
Asset at 4 July 2024
-
-
Charge to profit or loss
69,059
-
Other
(1,583)
-
Liability at 31 August 2025
67,476
-
22
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
131,755
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
22
Retirement benefit schemes
(Continued)
Page 31

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.

23
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
A Shares of 1p each
57,286
573
B Shares of 1p each
24,714
247
C1 Shares of 1p each
9,050
91
D1 Shares of 1p each
5,450
54
96,500
965

On 17 July 2024, the company issued the following shares:

 

57,482 A Ordinary of £0.01 each were issued at £0.91 per share which resulted to a share premium of £51,734.

24,518 B Ordinary of £0.01 each were issued at £1.00 per share which resulted to a share premium of £24,273.

7,550 C1 Ordinary of £0.01 each were issued at £1.66 per share which resulted to a share premium of £12,458.

2,900 D1 Ordinary of £0.01 each were issued at £1.00 per share which resulted to a share premium of £2,871.

 

On 30 September 2024, 2,550 D1 Ordinary of £0.01 each were issued at £1.00 per share which resulted to a share premium of £2,525.

 

On 10 June 2025, 1,500 C1 Ordinary of £0.01 each were issued at £1.66 per share which resulted to a share premium of £2,475.

 

On 10 June 2025, 196 A Ordinary shares changed designation of class of share to 196 B Ordinary shares.

 

The above transactions gave rise to an aggregate total share premium of £96,335.

 

Ordinary A shareholders are entitled to dividends and rights to capital for any distribution made on winding up.

 

Ordinary B, C1, and D1 shareholders are entitled to attend general meetings and dividends from the company. These shares rank in pari passu in all respects.

Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 32
24
Acquisition of a business

On 17 July 2024 the group acquired the business of Clearwater Topco Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
24,306,413
(22,397,015)
1,909,398
Trade and other receivables
43,732,689
(32,648,147)
11,084,542
Cash and cash equivalents
2,920,050
(10,603)
2,909,447
Trade and other payables
(51,276,043)
46,964,434
(4,311,609)
Total identifiable net assets
19,683,109
(8,091,331)
11,591,778
Goodwill
32,119,245
Total consideration
43,711,023
The consideration was satisfied by:
£
Cash
28,715,703
Deferred consideration
300,000
Loan Notes
12,514,491
Transaction costs
2,180,829
43,711,023
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
18,931,882
Profit after tax
1,940,697

On 22 July 2025, Clearwater Topco has been dissolved making the company the main shareholder of Boundary Visualisation Holdings Limited and its subsidiaries as at that date through a series of restructuring steps.

Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 33
25
Financial commitments, guarantees and contingent liabilities

A composite guarantee has been given to the group's bank loan lenders in respect of any debtors or liabilities owing to the lenders by any party to the guarantee. The parties to the guarantee are the companies listed below:

 

Boundary Visualisation Limited

Boundary Visualisation Holdings Limited

Boundary Visualisation APAC Limited

Boundary Inc.

Project Iridium Bidco Limited

Project Iridium Midco Limited

Project Iridium Topco Limited

 

At the balance sheet date, the group's indebtedness to its lenders was £12,797,626.

26
Operating lease commitments
As lessee

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

Group
Company
2025
2025
£
£
Within 1 year
373,042
-
Years 2-5
796,645
-
1,169,687
-
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 34
27
Related party transactions

The group has taken the exemption available in section 33 of FRS 102 from disclosing transactions with wholly-owned group companies.

 

In July 2024 the company issued A Loan Notes of £29,287,200 to Kester Capital III GP LLP, a limited partnership related to shareholders of the ultimate parent company. The loan notes accrue 12% interest per annum and the maturity date of the loan notes and interest is 17 July 2029.

In July 2024 the company issued B Loan Notes of £12,489,473 to Kester Capital III GP LLP, a limited partnership related to shareholders of the ultimate parent company. The loan notes accrue 12% interest per annum and the maturity date of the loan notes and interest is 17 July 2029.

In August 2025 the company issued PIK Loan Notes of £2,200,000 to Kester Capital III GP LLP, a limited partnership related to shareholders of the ultimate parent company. The loan notes accrue 12% interest per annum and the maturity date of the loan notes and interest is 17 July 2030.

Total interest charged in the period amounted to £5,954,502, with £3,754,502 outstanding at the period end.

28
Controlling party

The company and group are controlled by Kester Capital III LP of 14-16 Bruton Place, London, United Kindgom, W1J 6LX on the basis that it controls a controlling interest in the voting rights of the share capital of Project Iridium Topco Limited. The smallest and largest group in which the results of the company are consolidated is that headed by itself.

29
Cash absorbed by group operations
2025
£
Loss after taxation
(19,456,436)
Adjustments for:
Taxation charged
35,526
Finance costs
7,573,712
Investment income
(32,848)
Amortisation and impairment of intangible assets
4,439,733
Depreciation and impairment of tangible fixed assets
540,886
Impairment loss
9,634,616
Increase in provisions
136,496
Movements in working capital:
Increase in debtors
(7,447,511)
Increase in creditors
3,459,200
Cash absorbed by operations
(1,116,626)
Project Iridium Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 August 2025
Page 35
30
Analysis of changes in net debt - group
4 July 2024
Cash flows
Non Cash items
31 August 2025
£
£
£
£
Cash at bank and in hand
-
937,396
-
937,396
Borrowings excluding overdrafts
-
(41,518,542)
(18,444,476)
(59,963,018)
-
(40,581,146)
(18,444,476)
(59,025,622)
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