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Registered number: 14208351 PROJECT INDIGO TOPCO LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE PERIOD ENDED 31 JANUARY 2026
PROJECT INDIGO TOPCO LIMITED REGISTERED NUMBER: 14208351 CONSOLIDATED BALANCE SHEET AS AT 31 JANUARY 2026
|  | 2026 |  | 2025
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Intangible assets | 5 |  | 11,933 |  | 13,853
Tangible assets | 6 |  | 11 |  | 14
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 8 | 774 |  | 744 |
Cash at bank and in hand | 9 | 759 |  | 619 |
Creditors: amounts falling due within one year | 10 | (2,150) |  | (2,075) |
Net current liabilities |  |  | (617) |  | (712)
Total assets less current liabilities |  |  | 11,327 |  | 13,155
Creditors: amounts falling due after more than one year | 11 |  | (22,590) |  | (20,870)
Provisions for liabilities |  |  |  |  |
Deferred tax |  | (42) |  | (102) |
|  |  | (42) |  | (102)
Net liabilities |  |  | (11,305) |  | (7,817)
Capital and reserves |  |  |  |  |
Called up share capital | 12 |  | 1 |  | 1
Share premium account |  |  | 94 |  | 90
Profit and loss account |  |  | (11,400) |  | (7,908)
|  |  | (11,305) |  | (7,817)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ms E Poltorak
Director
Date: 20 May 2026
The notes on pages 3 to 16 form part of these financial statements. Page 1
PROJECT INDIGO TOPCO LIMITED REGISTERED NUMBER: 14208351 COMPANY BALANCE SHEET AS AT 31 JANUARY 2026
|  | 2026 |  | 2025
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Investments | 7 |  | 70 |  | 70
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 8 | 3,819 |  | 3,472 |
Creditors: amounts falling due within one year | 10 | (25) |  | (28) |
Net current assets |  |  | 3,794 |  | 3,444
Total assets less current liabilities |  |  | 3,864 |  | 3,514
Creditors: amounts falling due after more than one year | 11 |  | (3,796) |  | (3,451)
Provisions for liabilities |  |  |  |  |
Deferred taxation |  | - |  | (79) |
|  |  | - |  | (79)
Net assets/(liabilities) |  |  | 68 |  | (16)
Capital and reserves |  |  |  |  |
Called up share capital | 12 |  | 1 |  | 1
Share premium account |  |  | 94 |  | 90
Profit and loss account |  |  | (27) |  | (107)
|  |  | 68 |  | (16)
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ms E Poltorak
Director
Date: 20 May 2026
The notes on pages 3 to 16 form part of these financial statements. Page 2
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
1. | General information
Project Indigo Topco Limited is a private Company, limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The Company's registered number is 14208351. The Company's registered office is 30 Stamford Street, London, SE1 9LQ. The principal activity of the Company is that of a holding company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Exemption from preparing consolidated financial statements
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006. Whilst the parent and Group are eligible for the exemption to prepare consolidated financial statements, no such exemption has been applied and therefore consolidated financial statements have been prepared. Page 3
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.4 | Going concern
The Group has net liabilities of £11,305k as at 31 January 2026 (2025 - £7,817k). Despite this, the Directors consider it appropriate to prepare the financial statements on a going concern basis. The Directors have undertaken a comprehensive review of the company’s financial position, cash flow forecasts, and covenant compliance for a period of at least twelve months from the date of approval of these financial statements. The Group has a year-end cash balance of £759k. During the period, the Group has made significant investments in its commercial function, including Marketing, Product and Business Development. These investments are part of the Group’s broader strategic growth plan to drive growth and deliver sustainable impact. The Directors acknowledge that the benefits of these investments will take time to materialise and have confidence in the forecast trajectory and financial resilience of the business. Management has performed detailed sensitivity analyses to stress test the financial forecasts under a range of scenarios. These analyses demonstrate that the Group and Company maintain sufficient headroom against its financial covenants. The Group's cash position remains strong, with performance ahead of budget. As at the reporting date, the Group is in full compliance with all banking covenants, and forward-looking projections indicate continued compliance throughout the going concern assessment period. Based on these factors, the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and it is therefore appropriate to adopt the going concern basis in preparing the annual financial statements.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Page 4
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.6 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.7 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Borrowing costs
Borrowing costs in relation to acquisitions are capitalised in the period in which they are incurred in line with FRS 102. All borrowing costs not in relation to the acquisition are recognised in profit or loss in the period in which they are incurred.
| 2.11 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds. Page 5
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.12 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.13 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
| 2.14 | Intangible assets
Goodwill Business combinations are accounted for using the acquisition method. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are included at fair value. Assets acquired and liabilities assumed are generally measured at their acquisition date fair values. For each business combination, management makes an assessment of whether any intangible assets have been acquired, and how much goodwill arose as a result of the acquisition. Goodwill is initially measured at cost being the excess of the cost of the business combination over the Group’s share in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. After initial recognition, goodwill is measured at cost less any accumulated amortisation and impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Page 6
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.14 | Intangible assets (continued)
Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight-line basis over its useful economic life. The Group assesses whether there are any indicators that goodwill is impaired at each reporting date. Goodwill is tested for impairment annually and when circumstances indicate that the carrying amount may be impaired. Amortistion is provided on all intangible fixed assets at rates calculated to write off the cost or valuation, less estimated residual value. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives are as follows:
|  |  |  | Goodwill | - | 10 | years
|  |  |  | Trademarks | - | 10 | years
| 2.15 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 20% | Straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.17 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 7
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.18 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.19 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.20 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 8
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.21 | Financial instruments
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. (i) Financial assets and liabilities All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a finance transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires. (ii) Investments In the Company Balance Sheet, investments are measured at cost less impairment. (iii) Equity instruments Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. (iv) Fair value measurement The best evidence of fair value is a quoted price for an identical asset in an active market. When quoted prices are unavailable, the price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant change in economic circumstances or a significant lapse of time since the transaction took place. If the market is not active and recent transactions of an identical asset on their own are not a good estimate of fair value, the fair value is estimated by using a valuation technique.
| 2.22 | Dividends
Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable. Page 9
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
3. | Judgments in applying accounting policies
Amortisation and impairment of goodwill Goodwill is considered to have a finite life and is amortised on a systematic basis over its expected useful life of 10 years. The valuation of the goodwill is dependent on the method and assumptions applied below. Goodwill is assessed at each balance sheet date for any indication of impairment. Where an indication of impairment is identified, the estimation of the recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). The method adopted in the analysis has been to calculate the present value of future cashflows for the periods FY27 to FY29 inclusive. In determining these future cashflows, the Directors have considered reasonable growth rates, and applied sensitivities to stress test the impairment outcome. Over the 3 years to FY29, higher short-term growth assumptions have been applied before settling on the 2% terminal growth rate. This results in a significant return on the carrying value. However, a breakeven analysis has been undertaken, indicating that free cash flows in excess of £1m in FY27, followed by 2% annual growth thereafter and in perpetuity, would support the carrying value of the goodwill. Achieving free cash flows in excess of £1m in FY27 is contingent on a substantial improvement in performance during the final 6 months of the financial year. While the Directors consider the projected improvement to be achievable and they are not aware of any prevalent conditions that should prevent realising the anticipated level of growth, there is a possibility that, if the anticipated uplift is not realised, this may impact the value of goodwill in future years. A terminal value has been applied to the FY29 results. A long-term growth rate of 2% is considered reasonable to apply to calculate the terminal value. A Weighted Average Cost of Capital (“WACC”) of 10% has been used as a base discount rate to determine the present value of future cash flows, which is based on the average interest rate of the bank debt in FY26. The Directors acknowledge that trading has been relatively flat in recent years. However, during the period, the Group made significant investments in its commercial function, including Marketing, Product and Business Development, as part of the broader strategic growth plan initiatives. These initiatives are expected to build pipeline, increase sales and drive revenue growth over the forecast period. The Directors have reviewed the carrying value of goodwill in the context of these growth initiatives and the forecast cashflows for FY27 to FY29. Having applied appropriate sensitivities to stress test the financial forecasts, and considering the Group's current cash position and covenant compliance, the Directors do not believe an impairment of goodwill is required as at the balance sheet date. This will continue to be monitored and measured in the forecast period. Impairment of fixed asset investments The fixed asset investments value held on the balance sheet for the parent company is reviewed for impairment at each balance sheet date. The method and assumptions applied, follow those set out above with regards to goodwill. Intercompany recoverability As at the reporting date, the Company holds intercompany receivables totalling £3,819k due from Project Indigo Bidco Limited, a fellow group undertaking. The recoverability of this balance has been assessed by the Directors as part of the Company’s annual impairment review, in accordance with the requirements of FRS 102. Page 10
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026 3.Judgments in applying accounting policies (continued) At present, Project Indigo Bidco Limited does not have sufficient working capital to repay amounts due. However, the Directors have considered the broader financial position of the counterparty and the following key assumptions in concluding that the balance remains fully recoverable: ∙Profitability outlook: Management forecasts indicate that the wider group is expected to return to profitability, with future profits expected to rebuild distributable reserves. ∙No intention to call immediately: The Company does not require immediate repayment of the intercompany balance, and no demand has been made. The intention is to settle the balance in line with group treasury planning. ∙No indicators of impairment: There are no indications that Project Indigo Bidco is in financial distress, the ultimate funders of the group will withdraw funding, or that the amount is credit-impaired. Based on this assessment, the Directors are satisfied that no impairment of the intercompany receivable is required as at the balance sheet date. However, as amounts are unlikely to be repaid in the foreseeable future, they have been classified as due over one year.
4. | Employees
| The average monthly number of employees, including directors, during the period was 42 (2025 - 52).
5. | Intangible assets
| Group
|  | Patents | Development expenditure | Goodwill | Total
|  | £000 | £000 | £000 | £000
| Cost |  |  |  |
| At 1 February 2025 | 5 | 463 | 17,647 | 18,115
| At 31 January 2026 | 5 | 463 | 17,647 | 18,115
| Amortisation |  |  |  |
| At 1 February 2025 | 3 | 142 | 4,118 | 4,263
| Charge for the period | - | 154 | 1,765 | 1,919
| At 31 January 2026 | 3 | 296 | 5,883 | 6,182
| Net book value |  |  |  |
| At 31 January 2026 | 2 | 167 | 11,764 | 11,933
| At 31 January 2025 | 2 | 321 | 13,530 | 13,853
Page 11
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
6. | Tangible fixed assets
| Group
|  | Fixtures and fittings
|  | £000
| Cost or valuation |
| At 1 February 2025 | 27
| Additions | 3
| At 31 January 2026 | 30
| Depreciation |
| At 1 February 2025 | 12
| Charge for the period | 7
| At 31 January 2026 | 19
| Net book value |
| At 31 January 2026 | 11
| At 31 January 2025 | 14
7. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £000
| Cost |
| At 1 February 2025 | 70
| At 31 January 2026 | 70
Page 12
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Holding
| Project Indigo Bidco Limited | 30 Stamford Street, London, SE1 9LQ | 100%
| Inclusive Employers Limited | 30 Stamford Street, London, SE1 9LQ | 100%
| The aggregate of the share capital and reserves as at 31 January 2026 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £000 | £000
| Project Indigo Bidco Limited | (6,423) | (2,090)
| Inclusive Employers Limited | 612 | 282
8. | Debtors
|  | Group | Group | Company | Company
|  | 2026 | 2025 | 2026 | 2025
|  | £000 | £000 | £000 | £000
| Amounts falling due after 1 year |  |  |  |
| Amounts owed by group undertakings | - | - | 3,819 | 3,472
| Amounts due from group undertakings are interest free and have no fixed repayment date.
|  | Group | Group
|  | 2026 | 2025
|  | £000 | £000
| Amounts falling due within 1 year |  |
| Trade debtors | 725 | 701
| Other debtors | 11 | 9
| Prepayments and accrued income | 38 | 34
|  | 774 | 744
9. | Cash and cash equivalents
|  | Group | Group
|  | 2026 | 2025
|  | £000 | £000
| Cash at bank and in hand | 759 | 619
Page 13
PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
10. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2026 | 2025 | 2026 | 2025
|  | £000 | £000 | £000 | £000
| Bank interest payable | 40 | 46 | - | -
| Trade creditors | 111 | 107 | - | -
| Amounts owed to group undertakings | - | - | 25 | 28
| Other taxation and social security | 188 | 181 | - | -
| Other creditors | 13 | 30 | - | -
| Accruals and deferred income | 1,798 | 1,711 | - | -
|  | 2,150 | 2,075 | 25 | 28
| In connection with the acquisition of Inclusive Employers Limited, the Company issued £10,455k investor loan notes on the 3 October 2022 which mature on 3 October 2029. The loan notes accrue interest at a fixed rate of 10% per annum and are secured by a fixed and floating charge over the assets of the Group. At 31 January 2026, the principal balance was £10,455k (2025 - £10,455k) and the accrued interest balance was £3,926k (2025 - £2,618k). In connection with the acquisition of Inclusive Employers Limited, the Company issued £2,775k exchange loan notes on the 3 October 2022. The loan notes accrue interest at a fixed rate of 10% per annum and are secured by a fixed and floating charge over the assets of the Group. At 31 January 2026, the principal balance was £2,775k (2025 - £2,775k) and the accrued interest balance was £1,042k (2025 - £695k). In connection with the acquisition of Inclusive Employers Limited, the Company borrowed £4,500k from TC Loans Limited. Interest accrues at a variable rate calculated and paid monthly in arrears based on the Bank of England Base Rate plus a margin of 6.75% per annum. The loan is secured by a first rank debenture over the assets of the Group and is repayable in full on 3 October 2027. At 31 January 2026, the principal balance was £4,500k (2025 - £4,500k) and the accrued interest balance was £40k (2025 - £47k).
11. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2026 | 2025 | 2026 | 2025
|  | £000 | £000 | £000 | £000
| Bank loans | 4,391 | 4,326 | - | -
| Loan notes | 14,403 | 13,093 | - | -
| Preference shares | 3,796 | 3,451 | 3,796 | 3,451
|  | 22,590 | 20,870 | 3,796 | 3,451
| See note 12 for details of the security on the loans present. The loan notes are listed on the International Stock Exchange. However, the entity does not fit the definition of a listed entity as defined by the Financial Reporting Council, as the loan notes cannot be traded freely by the public or the entity. They are due > 5 years and are to be redeemed in in full on 3 October 2029.
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PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
12. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Shares classified as equity
|  | Allotted, called up and fully paid |  |
|  | 69,583 (2025 - 69,583) Ordinary A shares of £0.01 each | 1 | 1
|  | 15,416 (2025 - 15,416) Ordinary B shares of £0.01 each | - | -
|  | 9,000 (2025 - 5,500) Ordinary C shares of £0.01 each | - | -
|  |  | 1 | 1
13. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £47k (2025 - £56k). Contributions totalling £11k (2025 - £25k) were payable to the fund at the balance sheet date and are included in creditors.
14. | Commitments under operating leases
| At 31 January 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2026 | 2025
|  | £000 | £000
| Not later than 1 year | 58 | 56
15. | Related party transactions
| The Company has taken advantage of the exemption under FRS 102 Section 33.1A Related Party Disclosures from disclosing transactions with other members of the group. During the year, purchases amounting to £423 (2025 - £827) were made with a Company where there is a director in common. At the end of the year, an amount of £Nil (2025 - £100) was owed to the Company. During the year expenses of £50k (2025 - £53k) took place with a shareholder. At the year end there was a balance within trade creditors of £14k (2025 - £14k) and a balance within other creditors of £78k (2025 - £Nil) due to the shareholder. Included within Loan Notes as at the year end is £14,381k (2025 - £13,074k) due to the majority shareholder and £3,838k (2025 - £3,489k) due to certain other shareholders. All key management personnel who have authority and responsibility for planning, directing and controlling the activities of the Company are considered to be key management personnel. Total remuneration in respect of these individuals was £385k (2025 - £439k).
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PROJECT INDIGO TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
16. | Controlling party
The Company is controlled by Palatine Private Equity LLP due to their majority holding of the ordinary share capital of the Company.
17. | Auditors' information
The auditors' report on the financial statements for the period ended 31 January 2026 was unqualified.
| In their report, the auditors emphasised the following matter without qualifying their report: We draw attention to note 3 of the financial statements, which describes the basis on which no impairment loss has been considered necessary in respect of the Group's goodwill and Company’s investment in its subsidiary undertaking. Our opinion is not qualified in respect of this matter.
The audit report was signed on 20 May 2026 by Sarah Flear (Senior Statutory Auditor) on behalf of PKF Smith Cooper Audit Limited.
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