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Project Twenty Topco Limited Registered number: 15847286 Annual report and financial statements For the period ended 31 December 2025
PROJECT TWENTY TOPCO LIMITED COMPANY INFORMATION
Directors | L C Hackett (appointed 18 July 2024)
| T H Hustler (appointed 19 September 2024)
| J W L Painter (appointed 19 September 2024)
| M S Humphries (appointed 1 October 2024)
| J W Barton (appointed 21 October 2025)
Registered number | 15847286
Registered office | Unit 233
| The Tea Factory
| Wood Street
| Liverpool
| Merseyside
| L1 4DQ
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| One St. Peter's Square
| Manchester
| M2 3DE
PROJECT TWENTY TOPCO LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 4
Directors' Report | 5 - 6
Independent Auditor's Report | 7 - 10
Consolidated Statement of Comprehensive Income | 11
Consolidated Statement of Financial Position | 12
Company Statement of Financial Position | 13
Consolidated Statement of Changes in Equity | 14
Company Statement of Changes in Equity | 15
Consolidated Statement of Cash Flows | 16 - 17
Notes to the Financial Statements | 18 - 53
PROJECT TWENTY TOPCO LIMITED GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 31 DECEMBER 2025
Introduction
The Director presents the Group Strategic Report for the period ended 31 December 2025.
Business review
The principal activity of the Company is that of a holding company. The principal activity of the Group is marketing technology consultancy services, delivered through its operating subsidiary Bluprintx Holdings Limited and its subsidiaries (together "Bluprintx" or "the Group"). The period under review represents the first full reporting period following the Group's acquisition by Palatine Private Equity Fund IV LP on 19 September 2024, and encompasses a significant programme of strategic investment, platform expansion, and capital structure establishment.
Strategic review
At Bluprintx, the Group’s mission is to reduce the complexity within its clients’ front office capabilities, connecting data and technology to create measurable business outcomes, principally for enterprise clients in life sciences, financial services and other complex B2B sectors. During the period, the Board executed a focused strategy across three principal workstreams: platform acquisition, commercial scale-up, and debt financing. Palatine Private Equity Investment On September 19 2024, Palatine Private Equity Fund IV LP completed its investment in the Group, acquiring a controlling interest through Project Twenty Topco Limited and its subsidiary Project Twenty Bidco Limited. The investment was structured to provide the Group with capital to accelerate its buy-and-build strategy, strengthen its senior leadership, and invest in the systems and infrastructure required to operate as a unified platform business at scale. Palatine's investment thesis is based on Bluprintx's position as an established front-office technology platform with a global footprint, sector expertise in regulated and high-complexity domains, a base of long-standing enterprise client relationships, and experience in executing and integrating acquisitions. Platform Acquisitions The Group's acquisition strategy follows a single, joined-up logic: to acquire complementary front-office technology businesses, integrate them into one operating platform, cross-sell the combined capabilities to clients globally, and thereby drive operating leverage across an enlarged base. During the period the Group completed two acquisitions consistent with this strategy, expanding its geographic reach, service capability, and client base. ITG Commerce (ITG Consulting LLC and Evolve Development Kft) On 19 September 2024, the Group acquired 100% of ITG Consulting LLC, a US-based marketing technology consultancy, and 100% of Evolve Development Kft, its Budapest-based development capability (together "ITG Commerce"). The acquisitions added specialist delivery capacity across North America and Central Europe, deepened the Group's Adobe and enterprise marketing technology practice, and extended its client reach into new sectors and geographies. Skie Solutions Holdings Pty Ltd In February 2025, the Group acquired Skie Solutions Holdings Pty Ltd ("Skie"). Skie is an Australian-headquartered marketing operations and technology business with an established client base across the Asia-Pacific region. The acquisition significantly strengthened the Group's presence in the Australian and APAC markets, created cross-sell opportunities across the combined client base, and added a further delivery hub to the Group's global platform. - 1 -
PROJECT TWENTY TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025 Investment in Go-to-Market Capability A central pillar of the Group's strategy during the period was the significant investment in its commercial and go-to-market function. Recognising that the platform's expanded scale and capability required commensurate sales and marketing capacity, the Board approved investment in senior commercial leadership and an expanded go-to-market team. This included the recruitment of key roles across business development, sector-focused account management, and marketing operations, together with the design and rollout of a revised commission and incentive framework intended to align individual performance with the Group's revenue and margin objectives. The investment was focused on deepening client engagement within existing accounts, driving new logo acquisition in targeted sectors, and accelerating the cross-sell of capabilities across the enlarged group. Securing Bank Debt and Capital Structure A key milestone of the period was the establishment of a structured debt facility with ThinCats to support the Group's acquisition programme and ongoing working capital requirements. The facility provides the Group with financial flexibility to pursue further bolt-on acquisitions consistent with the Board's platform criteria, while maintaining appropriate liquidity headroom. The establishment of this facility reflects lender confidence in the Group's cash generation capacity, management team, and strategic direction, and provides a scalable financing platform for the next phase of growth.
Principal risks and uncertainties
Management continually monitors the key risks facing the Group together with assessing the controls used to manage these risks. The Board of Directors formally reviews and documents the principal risks facing the Group. The principal risks facing the Group include: integration risk associated with the onboarding of acquired businesses; the ability to attract, retain and deploy skilled professionals across multiple jurisdictions; client concentration risk; exposure to macro-economic and geopolitical volatility affecting client spending patterns; and currency risk arising from the Group's multi-currency revenue base. The Group also faces legal, reputational and financial risk from any failure to protect client data or its own systems from security incidents or cyberattacks. Given the Group's leveraged capital structure, the Board also regards the management of liquidity and continued compliance with the financial covenants under its senior debt facility as a principal risk, monitored through short-cycle cash forecasting and monthly covenant tracking, with formal certification to the lender each quarter. The Board monitors liquidity and covenant compliance through rolling cash forecasts and quarterly covenant modelling. Maintaining appropriate headroom remains a key focus as the enlarged Group is integrated. Financial risk management The Group’s principal financial liability is its senior debt facility with ThinCats under the Amended and Restated Senior Facilities Agreement, which became effective on 20 March 2026 and re-based the covenant package to the Group’s current trading. The agreement comprises three committed facilities — a £5.0m term facility (Facility B), a £15.0m term facility (Facility D) and a £2.0m revolving credit facility — giving total committed facilities of £22.0m. Directly attributable arrangement fees are capitalised against the carrying value of the borrowings and amortised to the income statement over the life of the facilities under the effective interest method. Given the scale of these facilities relative to the Group’s current earnings, the directors regard the management of liquidity and the associated borrowing covenants as a principal risk and the central focus of the Group’s financial risk management. - 2 -
PROJECT TWENTY TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025 Liquidity risk Liquidity risk is the risk that the Group is unable to meet its obligations as they fall due. The Group manages liquidity through the headroom available under the £2.0m revolving credit facility, active management of working capital, and short-cycle cash forecasting. Cash position and forecast cash flows are monitored weekly across the Group’s principal sterling and US dollar bank accounts, so that funding requirements are identified well in advance. Because the Group operates across multiple currencies and geographies (EMEA, North America and APAC), liquidity management also takes account of the location of cash within the Group and the timing of intra-group funding. Credit risk Credit risk is the risk of financial loss arising from a customer or counterparty failing to meet its contractual obligations, and arises principally from trade receivables and cash held with banking counterparties. The Group’s customer base is spread across its service lines and geographies, which limits concentration, and credit risk is managed through customer due diligence, agreed payment terms and active credit control, with ageing and collection performance monitored on an ongoing basis. Cash is held with established banking counterparties of appropriate credit standing. The directors do not consider the Group to be exposed to material credit risk on any single counterparty. Covenant management The facilities are subject to three financial covenants — adjusted leverage, minimum adjusted EBITDA and cashflow cover (debt service). The Group tracks performance against each covenant monthly through management reporting, with a formal compliance certificate provided to the lender quarterly. This monthly monitoring means any prospective pressure on a covenant is identified ahead of the quarterly certification date and can be addressed through the budgeting and reforecasting process.
Financial key performance indicators
The Board monitors the performance and results of the Group against its strategy using the key performance indicators set out below. Adjusted EBITDA refers to earnings before interest, tax, depreciation, amortisation and exceptional costs; the Directors consider that adjusted EBITDA, which excludes the effect of non-recurring items and non-operating events, provides useful information on the underlying trends in the Group’s performance. The Company itself is a non-trading holding company that does not generate operating revenue, and at the Company level the Directors monitor performance by reference to the Company’s net asset/liability position.
| Period ended 31 December 2025
Revenue (£) | 24,104,031
Adjusted EBITDA (£) | 2,098,458
Other key performance indicators
The Group does not consider that there are any non-financial KPIs which require disclosure within these financial statements. - 3 -
PROJECT TWENTY TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025
Outlook
The Board believes the Group is well-positioned for the next phase of its development. With a unified platform operating across the United Kingdom, United States, Australia, Hungary, an expanded go-to-market function, and committed debt facilities in place, the Group has the operational and financial infrastructure to consolidate its recent acquisitions and pursue further value-accretive growth. The focus for FY26 is to drive operating leverage across the enlarged platform, deepen penetration of the Group's core sectors, and deliver the synergies anticipated from the ITG Commerce and Skie integrations. The Board recognises that the current macroeconomic environment, the opportunities and threats of AI, together with the integration of recent acquisitions and the continued management of the Group's debt facilities, will require disciplined execution throughout FY26. This report was approved by the board on 17 July 2026 and signed on its behalf.
J W Barton Director
- 4 -
PROJECT TWENTY TOPCO LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 31 DECEMBER 2025 The directors present their report and the consolidated financial statements of Project Twenty Topco Limited for the period ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the period, after taxation, amounted to £12,681,294. During the period dividends totalling £Nil were paid.
Directors
The directors who served during the period were:
D A Reeve (appointed 19 September 2024, resigned 4 February 2025)
J A Redfern (appointed 11 February 2025, resigned 11 April 2025)
L C Hackett (appointed 18 July 2024)
T H Hustler (appointed 19 September 2024)
J W L Painter (appointed 19 September 2024)
M S Humphries (appointed 1 October 2024)
J W Barton (appointed 21 October 2025)
Future developments
The Group remains well-positioned to pursue its growth strategy, with continued opportunity for both organic and acquisition-led revenue and profit growth. While mindful of macro-economic and geopolitical factors, the Directors are confident that the Group’s strategy, investment in key management and operational platform, and focus on client delivery means it is well placed to capitalise on future opportunities. Further commentary on outlook is set out in the Strategic Report above. - 5 -
PROJECT TWENTY TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025
Matters covered in the Group Strategic Report
Certain information is not repeated in the Directors' Report because it is shown in the Strategic Report instead in accordance with section 414C(11) of the Companies Act 2006. The Group’s business review, principal risks and uncertainties and financial performance indicators are presented within the Strategic Report.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
On 20 March 2026 the Group's senior facilities agreement with ThinCats was amended and restated to re-base the financial covenants to the Group's current trading forecasts. The facilities comprise a £5.0m term facility (Facility B), a £15.0m term facility (Facility D) and a £2.0m revolving credit facility. The Group complied with its covenant obligations at 31 December 2025 and the borrowings remain classified as falling due after more than one year. This is a non-adjusting event with no effect on the amounts recognised at 31 December 2025, and has been considered by the directors in their going concern assessment. Subsequent to the year end, the contingent consideration (earn-out) payable to the former owners of ITG Consulting LLC and Evolve Development KFT was renegotiated and converted into loan notes with a value of £2,081,728. At 31 December 2025 this deferred consideration is carried at its fair value, reflecting the forecast trading performance at that date. The renegotiation arose from conditions after the reporting date and is a non-adjusting event; no adjustment has been made to the amounts recognised at 31 December 2025
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 17 July 2026 and signed on its behalf.
J W Barton Director
- 6 -
PROJECT TWENTY TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT TWENTY TOPCO LIMITED Opinion We have audited the financial statements of Project Twenty Topco Limited (the ‘Company’) and its subsidiaries (the 'Group') for the period ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: ∙give a true and fair view of the state of the Group and Parent Company’s affairs as at 31 December 2025 and of the Group's loss for the period then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the 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 or 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. - 7 -
PROJECT TWENTY TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT TWENTY TOPCO LIMITED Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. - 8 -
PROJECT TWENTY TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT TWENTY TOPCO LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 intend either to liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the Group and Parent Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation, non-compliance with implementation of government support schemes relating to COVID-19. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. - 9 -
PROJECT TWENTY TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT TWENTY TOPCO LIMITED In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of the audit report This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed. John Daly (Senior Statutory Auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor One St. Peter's Square Manchester M2 3DE 17 July 2026 - 10 -
PROJECT TWENTY TOPCO LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2025
| 17 month period ended 31 December
| 2025
Note | £
Turnover | 4 | 24,104,031
Cost of sales |  | (10,378,502)
Gross profit |  | 13,725,529
Administrative expenses |  | (17,332,458)
Exceptional administrative expenses | 5 | (2,767,734)
Operating loss | 6 | (6,374,663)
Interest receivable and similar income | 10 | 16,707
Interest payable and similar expenses | 11 | (6,362,579)
Loss before taxation |  | (12,720,535)
Tax on loss | 12 | 39,241
Loss for the financial period |  | (12,681,294)
There were no recognised gains and losses for 2025 other than those included in the consolidated statement of comprehensive income.
The notes on pages 18 to 53 form part of these financial statements.
- 11 -
PROJECT TWENTY TOPCO LIMITED REGISTERED NUMBER: 15847286 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Intangible assets | 13 |  | 36,885,827
Tangible assets | 14 |  | 130,343
|  |  | 37,016,170
Current assets |  |  |
Debtors: amounts falling due within one year | 16 | 3,917,687 |
Cash at bank and in hand | 17 | 1,113,220 |
|  | 5,030,907 |
Creditors: amounts falling due within one year | 18 | (6,187,485) |
Net current liabilities |  |  | (1,156,578)
Total assets less current liabilities |  |  | 35,859,592
Creditors: amounts falling due after more than one year | 19 |  | (47,144,315)
Provisions for liabilities |  |  |
Deferred taxation | 21 |  | (396,884)
Net liabilities |  |  | (11,681,607)
Capital and reserves |  |  |
Called up share capital | 22 |  | 10,002
Share premium account | 23 |  | 1,008,418
Capital redemption reserve | 23 |  | 342
Foreign exchange reserve | 23 |  | (38,028)
Profit and loss account | 23 |  | (12,662,341)
|  |  | (11,681,607)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 July 2026.
J W Barton
Director
The notes on pages 18 to 53 form part of these financial statements. - 12 -
PROJECT TWENTY TOPCO LIMITED REGISTERED NUMBER: 15847286 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Investments | 15 |  | 551,275
Current assets |  |  |
Debtors: amounts falling due within one year | 16 | 1,345,593 |
|  | 1,345,593 |
Creditors: amounts falling due within one year | 18 | (879,032) |
Net current assets |  |  | 466,561
Net assets |  |  | 1,017,836
Capital and reserves |  |  |
Called up share capital | 22 |  | 10,002
Share premium account | 23 |  | 1,008,418
Capital redemption reserve | 23 |  | 342
Profit and loss account | 23 |  | (926)
|  |  | 1,017,836
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 loss after tax of the Parent Company for the period was £19,879. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 July 2026.
J W Barton
Director
The notes on pages 18 to 53 form part of these financial statements. - 13 -
PROJECT TWENTY TOPCO LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £ | £
Comprehensive expense for the period |  |  |  |  |  |
Loss for the period | - | - | - | - | (12,681,294) | (12,681,294)
Currency translation differences | - | - | - | (38,028) | - | (38,028)
Total comprehensive expense for the period | - | - | - | (38,028) | (12,681,294) | (12,719,322)
Contributions by and distributions to owners |  |  |  |  |  |
Shares issued during the period | 10,344 | 1,058,418 | - | - | - | 1,068,762
Transfer to profit and loss account | - | (50,000) | - | - | 50,000 | -
Purchase of own shares | (342) | - | 342 | - | (31,047) | (31,047)
Total transactions with owners | 10,002 | 1,008,418 | 342 | - | 18,953 | 1,037,715
At 31 December 2025 | 10,002 | 1,008,418 | 342 | (38,028) | (12,662,341) | (11,681,607)
| The notes on pages 18 to 53 form part of these financial statements.
- 14 -
PROJECT TWENTY TOPCO LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
Comprehensive expense for the period |  |  |  |  |
Loss for the period | - | - | - | (19,879) | (19,879)
Total comprehensive expense for the period | - | - | - | (19,879) | (19,879)
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the period | 10,344 | 1,058,418 | - | - | 1,068,762
Transfer to profit and loss account | - | (50,000) | - | 50,000 | -
Purchase of own shares | (342) | - | 342 | (31,047) | (31,047)
Total transactions with owners | 10,002 | 1,008,418 | 342 | 18,953 | 1,037,715
At 31 December 2025 | 10,002 | 1,008,418 | 342 | (926) | 1,017,836
| The notes on pages 18 to 53 form part of these financial statements.
- 15 -
PROJECT TWENTY TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2025
|  |  | 2025
|  |  | £
Cash flows from operating activities |
Loss for the financial period | (12,681,294)
Adjustments for: |
Amortisation of intangible assets | 5,641,544
Depreciation of tangible assets | 63,843
Interest paid | 6,362,579
Interest received | (16,707)
Taxation charge | (39,241)
Increase in debtors | (751,168)
Decrease in creditors | (167,976)
Corporation tax paid | (479,036)
Remeasurement of deferred consideration | 450,188
Movement on foreign exchange | (45,243)
Net cash used in operating activities | (1,662,511)
Cash flows from investing activities |
Purchase of intangible fixed assets | (531,033)
Purchase of tangible fixed assets | (75,776)
Interest received | 16,707
Net cash outflow on purchase of subsidiaries | (21,361,523)
Deferred/contingent consideration paid | (2,968,295)
Net cash used in investing activities | (24,919,920)
- 16 -
PROJECT TWENTY TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025
|  | 2025
|  | £
Cash flows from financing activities |
Issue of ordinary shares | 531,461
New secured loans | 7,750,000
Other new loans | 21,358,651
Interest paid | (876,146)
Loan arrangement fees paid | (1,068,315)
Net cash generated from financing activities | 27,695,651
Net increase in cash and cash equivalents | 1,113,220
Cash and cash equivalents at the end of period | 1,113,220
Cash and cash equivalents at the end of period comprise: |
Cash at bank and in hand | 1,113,220
- 17 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
1. | General information
Project Twenty Topco Limited ("the Company") is a private company, limited by shares, and is registered and incorporated in England and Wales with registered number 15847286. The registered office and principal place of business is Unit 233 The Tea Factory, Wood Street, Liverpool, England, L1 4DQ. The principal activity of the Company is that of a holding company. The Company was incorporated on 18 July 2024 and the financial statements have therefore been prepared for a period of 17 months to 31 December 2025, to align the reporting period with that of the wider Bluprint Group. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires 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 Statement of Financial Position, 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. Under S479A of the Companies Act 2006 the following subsidiaries are exempt from the requirement of the Act relating to audit of the individual accounts; Project Twenty Bidco Limited (Company number - 15851408) BluprintX Holdings Limited (Company number - 12036528) IO Integration Ltd (Company Number - 07952712) Color Consultancy Ltd (Company number - 06999267) Project Twenty Topco Limited has guaranteed the liabilities of the above named entities. - 18 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Financial reporting standard 102 - reduced disclosure exemptions
The Parent Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
| 2.4 | Going concern
The financial statements have been prepared on a going concern basis. In reaching this conclusion the directors have assessed the Group’s forecast financial performance, cash flows and covenant compliance over a period of at least twelve months from the date of approval of these financial statements, extending to 31 July 2027. Under the directors’ base case forecast, all three covenants are met at every quarterly test date throughout the assessment period, and the Group maintains positive liquidity at every quarter end, supported by the undrawn revolving credit facility. Management has assessed a severe but plausible downside and has a range of mitigating actions available to it should conditions deteriorate. These include operational levers within management’s control — contingent and contractor spend, discretionary overhead and, if required, headcount, much of which has been specifically quantified — alongside contractual and structural backstops under the Senior Facilities Agreement and wider funding structure: a Sponsor equity cure right (Clause 22.4), a deemed-remedy provision (Clause 22.5), a Sponsor Guarantee from Palatine Private Equity Fund IV LP, the £2.0m undrawn revolving credit facility, the committed Facility D, and the Sponsor’s and management’s subordinated loan notes. None of these is relied upon to achieve covenant compliance; they are additional layers of protection available if needed. Having regard to the forecasts, the downside assessment, and the mitigating actions and structural support described above, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence and to meet its liabilities as they fall due for the foreseeable future. Accordingly, they have concluded that the going concern basis of preparation remains appropriate and that no material uncertainty exists in relation to going concern. - 19 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, rounded to the nearest £. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. - 20 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | 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: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. 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.
| 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. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. - 21 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | 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.
| 2.9 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.10 | 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.
| 2.11 | Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
| 2.12 | 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds. - 22 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | 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 reporting 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 reporting 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 reporting date.
| 2.14 | 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. - 23 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. 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. Amortisation is provided on the following bases:
|  |  |  | Customer contracts | - | 20% | Straight line
|  |  |  | Development expenditure | - | 20% | Straight line
|  |  |  | Goodwill | - | 10% | Straight line
|  |  |  | Computer software | - | 20% | Straight line
| 2.16 | 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:
|  |  |  | Long-term leasehold property | - | Over the life of the lease
|  |  |  | Motor vehicles | - | 25%
|  |  |  | Office equipment | - | 20%
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. - 24 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.18 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.19 | 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.
| 2.20 | 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. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.21 | 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.
| 2.22 | 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. - 25 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.23 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. - 26 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.23 | Financial instruments (continued)
Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled. - 27 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In applying the Group's accounting policies, the Directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The Directors judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions the actual results and outcomes may differ. 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, if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods. Assessing indicators of impairment Determine whether there are indicators of impairment of the Group's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and, where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit. Intangible fixed assets and amortisation (See note 13) Intangible fixed assets are shown at cost, net of amortisation and any provision for impairment. Cost includes the original purchase price of the asset and the costs attributed to bringing the asset to its working condition for its intended use. Amortisation is provided to write off the cost less the estimated residual value of intangible fixed assets by equal installments over their useful economic lives. Determining the expected useful life of tangible assets (See note 14) This has been determined using both judgment and in comparison to similar assets held by other companies operating in the same or similar industries. Depreciation policies are reviewed annually to ensure their accuracy. There were no other key sources of estimation uncertainty. - 28 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
4. | Turnover
The whole of the turnover is attributable to the principal activity. Analysis of turnover by country of destination:
|  |  |  |  | 17 month period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| United Kingdom | 4,784,298
| Rest of Europe | 2,285,180
| Rest of the world | 17,034,553
|  | 24,104,031
5. | Exceptional items
|  |  |  |  | 17 month period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Acquisition related professional and legal costs | 557,705
| Restructuring and integration costs | 1,955,999
| Strategic and advisory costs | 240,691
| Other exceptional items | 13,339
|  | 2,767,734
- 29 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 17 month period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Exchange differences | 265,544
| Other operating lease rentals | 336,910
| Depreciation of tangible fixed assets | 63,843
| Amortisation of intangible fixed assets | 5,641,544
7. | Auditor's remuneration
| During the period, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 17 month period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Fees payable to the Company's auditor for the audit of the consolidated and Parent Company's financial statements | 137,000
- 30 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group
|  | 2025
|  | £
| Wages and salaries | 12,717,004
| Social security costs | 1,111,135
| Cost of defined contribution scheme | 603,321
|  | 14,431,460
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | 17 month period ended 31 December
|  |  | 2025
|  |  | No.
|  | Delivery | 87
|  | Admin | 47
|  |  | 134
| The Company has no employees other than the directors, whose remuneration was borne by subsidiary undertakings (note 9).
- 31 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
9. | Directors' remuneration
|  |  |  |  | 17 month period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Directors' emoluments | 349,149
| Group contributions to defined contribution pension schemes | 53,573
|  | 402,722
| During the period retirement benefits were accruing to 5 directors in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £240,431.
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £52,111.
10. | Interest receivable
|  |  |  |  | 17 month period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Other interest receivable | 16,707
- 32 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
11. | Interest payable and similar expenses
|  |  |  |  | 17 month period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Bank interest payable | 1,060,332
| Other loan interest payable | 5,302,247
|  | 6,362,579
12. | Taxation
|  |  |  |  | 17 month period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Corporation tax |
| Current tax on profits for the year | (52,630)
| Adjustments in respect of previous periods | 92,381
| Foreign tax |
| Foreign tax on income for the year | 163,331
| Total current tax | 203,082
| Deferred tax |
| Origination and reversal of timing differences | (242,323)
| Total deferred tax | (242,323)
| Tax on loss | (39,241)
- 33 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 12.Taxation (continued)
| Factors affecting tax charge for the period
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
|  |  |  |  | 17 month period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Loss on ordinary activities before tax | (12,720,535)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% | (3,180,134)
| Effects of: |
| Non-tax deductible amortisation of goodwill and impairment | 1,238,267
| Expenses not deductible for tax purposes | 38,808
| Adjustments to tax charge in respect of previous periods - current tax | 92,381
| Adjustments to tax charge in respect of previous periods - deferred tax | (37,569)
| Deferred tax movement not recognised | 1,610,161
| Difference on overseas tax | (32,240)
| Other differences leading to an increase (decrease) in the tax charge | 231,085
| Total tax charge for the period | (39,241)
| Factors that may affect future tax charges
The Group has unrecognised deferred tax assets in respect of carried-forward tax losses and other timing differences. These have not been recognised owing to uncertainty over the availability of sufficient future taxable profits against which they could be utilised. Such assets would reduce future tax charges to the extent that they are recognised, or the underlying losses are utilised, in future periods. - 34 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
13. | Intangible assets
| Group
|  | Customer Contracts | Development expenditure | Computer software | Goodwill | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| Additions | 3,346,931 | 486,702 | 44,331 | 37,854,554 | 41,732,518
| Disposals | - | (11,665) | (43,737) | - | (55,402)
| On acquisition of subsidiaries | - | 718,250 | 243,914 | - | 962,164
| At 31 December 2025 | 3,346,931 | 1,193,287 | 244,508 | 37,854,554 | 42,639,280
| Amortisation |  |  |  |  |
| Charge for the period | 815,156 | 90,311 | 84,928 | 4,651,149 | 5,641,544
| On disposals | - | (40,909) | (43,737) | - | (84,646)
| On acquisition of subsidiaries | - | 152,818 | 43,737 | - | 196,555
| At 31 December 2025 | 815,156 | 202,220 | 84,928 | 4,651,149 | 5,753,453
| Net book value |  |  |  |  |
| At 31 December 2025 | 2,531,775 | 991,067 | 159,580 | 33,203,405 | 36,885,827
- 35 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
14. | Tangible fixed assets
| Group
|  | Long-term leasehold property | Motor vehicles | Fixtures and fittings | Office equipment | Borrowing and Formation Costs | Total
|  | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |
| Additions | - | - | - | 75,776 | - | 75,776
| Acquisition of subsidiary | 41,394 | 73,197 | 75,124 | 546,300 | 1,093 | 737,108
| Disposals | (41,394) | - | (33,441) | (101,954) | - | (176,789)
| Exchange adjustments | - | (394) | 1,802 | 27,049 | - | 28,457
| At 31 December 2025 | - | 72,803 | 43,485 | 547,171 | 1,093 | 664,552
| Depreciation |  |  |  |  |  |
| Charge for the period | - | 1,039 | - | 62,804 | - | 63,843
| Disposals | (41,394) | - | (33,441) | (101,954) | - | (176,789)
| Acquisition of subsidiary | 41,394 | 69,891 | 43,863 | 472,504 | 656 | 628,308
| Exchange adjustments | - | (445) | (329) | 19,621 | - | 18,847
| At 31 December 2025 | - | 70,485 | 10,093 | 452,975 | 656 | 534,209
| Net book value |  |  |  |  |  |
| At 31 December 2025 | - | 2,318 | 33,392 | 94,196 | 437 | 130,343
- 36 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
15. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost and net book value |
| Additions | 551,275
| At 31 December 2025 | 551,275
| Net book value |
| At 31 December 2025 | 551,275
- 37 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Project Twenty Bidco Limited | Unit 233, The Tea Factory, Wood Street, Liverpool, England, L1 4DQ | Ordinary | 100%
| *BluprintX Holdings Limited | Unit 233, The Tea Factory, Wood Street, Liverpool, England, L1 4DQ | Ordinary | 100%
| *Bluprint Global Ltd | Unit 233, The Tea Factory, Wood Street, Liverpool, England, L1 4DQ | Ordinary | 100%
| *BluprintX B.V. | Tribes, Prins Bernhardplein 200, 1097 JB, Amsterdam | Ordinary | 100%
| *Work Management Australia Pty Ltd | Level 13, 60 Castlereagh Street, Sydney NSW 2000 | Ordinary | 100%
| *Color Consultancy Limited | Unit 233, The Tea Factory, Wood Street, Liverpool, England, L1 4DQ | Ordinary | 100%
| *IO Integration Inc. | Suite 201, 1903 Central Drive, Bedford, Texas, USA | Ordinary | 100%
| *IO Integration Limited | Unit 233, The Tea Factory, Wood Street, Liverpool, England, L1 4DQ | Ordinary | 100%
| *IO Integration Pty Ltd | Level 13, 60 Castlereagh Street, Sydney NSW 2000 | Ordinary | 100%
| *BluprintX ANZ Pty Ltd | 5 Martin Place, Sydney NSW 2000 | Ordinary | 100%
| *ITG Consulting LLC | Suit 105F, 400 Market Street, Chapel Hill NC 27516 | Ordinary | 100%
| *Evolve Development KFT. | 1061 Budapest, Király utca 26 | Ordinary | 100%
| *Project Pink Holdings B.V. | Tribes, Prins Bernhardplein 200, 1097 JB, Amsterdam | Ordinary | 100%
| *Definitive Results LLC | Suite 201, 1903 Central Drive, Bedford, Texas, USA | Ordinary | 100%
| *Project Twenty Bidco AUS PTY Ltd | c/o BPX Pty Ltd, 5 Martin Place, Sydney NSW 2000 | Ordinary | 100%
| *Skie Solutions Holdings Pty Ltd | 5 Martin Place, Sydney NSW 2000 | Ordinary | 100%
| *Skie Solutions Pty Ltd | 5 Martin Place, Sydney NSW 2000 | Ordinary | 100%
| *Skie SG Pte Ltd | 5 Temasek Boulevard, #17-01, Suntec Tower Five, Singapore 038985 | Ordinary | 100%
| * Indicates indirect holdings Under S479A of the Companies Act 2006 the following subsidiaries are exempt from the requirement of the Act relating to audit of the individual accounts: Project Twenty Bidco Limited (Company number - 15851408) BluprintX Holdings Limited (Company number - 12036528) IO Integration Limited (Company number - 07952712) Color Consultancy Limited (Company number - 06999267)
- 38 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
16. | Debtors
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Trade debtors | 2,649,612 | -
| Amounts owed by group undertakings | - | 1,345,580
| Other debtors | 160,074 | 13
| Prepayments and accrued income | 1,054,080 | -
| Tax recoverable | 53,921 | -
|  | 3,917,687 | 1,345,593
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand within 12 months.
17. | Cash and cash equivalents
|  | Group
|  | 2025
|  | £
| Cash at bank and in hand | 1,113,220
18. | Creditors: Amounts falling due within one year
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Trade creditors | 864,143 | -
| Amounts owed to group undertakings | - | 859,153
| Corporation tax | 223,369 | -
| Other taxation and social security | 791,104 | -
| Other creditors | 1,689,168 | -
| Accruals and deferred income | 2,619,701 | 19,879
|  | 6,187,485 | 879,032
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand within 12 months. Included within other creditors is £1,169,928 of contingent consideration in relation to the acquisition of new subsidiaries.
- 39 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
19. | Creditors: Amounts falling due after more than one year
|  | Group
|  | 2025
|  | £
| Bank loans | 6,865,871
| Loan notes | 39,720,906
| Other creditors | 557,538
|  | 47,144,315
| The Group has entered into a facilities agreement with an external lender comprising term loan and revolving credit facilities. Interest is charged at variable rates based on an applicable margin, which is linked to the Group’s leverage, together with a base rate. In addition to interest, the Group incurs commitment fees on undrawn facilities. Arrangement fees incurred on entering into the facilities are capitalised and amortised over the term of the facilities using the effective interest method. Bank loans and loan notes are secured by way of fixed and floating charges over the assets of the Company and by fixed and floating charges over the assets of certain subsidiary undertakings, namely BluprintX Holdings Limited, Bluprint Global Limited, IO Integration Limited and Color Consultancy Limited. The loan notes carry interest at a fixed rate of 12% per annum on the principal amount outstanding. Interest is contractually payable on specified interest payment dates; however, to the extent it is not settled in cash, unpaid interest is accrued and added to the principal amount of the loan notes. Where payments are restricted under the terms of the senior and junior intercreditor agreements or the investment agreement, interest is deferred and accrues until the earlier of repayment or redemption. Such deferral does not constitute an event of default. To the extent not previously redeemed, the loan notes are repayable at par together with all accrued and unpaid interest on the earlier of a realisation event or the final redemption date of 19 September 2031. The Company may, subject to the prior written consent of the lead investor, redeem the loan notes in whole or in part at par plus accrued interest, provided that a minimum notice period of between one and 30 days is given and no redemption occurs within six months and one day of issue. Due to the restrictions imposed by the senior debt arrangements and related intercreditor agreements, it is anticipated that interest will largely be deferred and capitalised rather than settled in cash, and that both principal and accumulated interest will be repayable on a realisation event or at the final redemption date. In the event of overdue amounts, default interest may become payable on demand and is compounded on a monthly basis. Included within other creditors is £557,538 of contingent consideration in relation to the acquisition of new subsidiaries.
- 40 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
20. | Loans
| Analysis of the maturity of loans is given below:
|  | Group
|  | 2025
|  | £
| Amounts falling due 1-2 years |
| Bank loans | 6,865,871
| Amounts falling due after more than 5 years |
| Other loans | 39,720,906
|  | 46,586,777
21. | Deferred taxation
| Group
|  | 2025
|  | £
| Charged to profit or loss | 242,322
| Foreign exchange | 258
| Arising on business combinations | (639,464)
| At end of year | (396,884)
| Company
|  | 2025
| Charged to profit or loss | -
| At end of year | -
|  | Group
|  | 2025
|  | £
| Accelerated capital allowances | (146,794)
| Tax losses carried forward | 387,934
| Short term timing differences | 1,440
| On intangible assets | (639,464)
- 41 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
22. | Share capital
|  |  |  |  | 2025
|  |  |  |  | £
|  | Allotted, called up and fully paid |
|  | 531,461 A1 Ordinary shares of £0.01 each | 5,314.61
|  | 9,888 A2 Ordinary shares of £0.01 each | 98.88
|  | 294,993 B1 Ordinary shares of £0.01 each | 2,949.93
|  | 37,866 B2 Ordinary shares of £0.01 each | 378.66
|  | 83,500 C Ordinary shares of £0.01 each | 835.00
|  | 42,500 D Ordinary shares of £0.01 each | 425.00
|  | 1 E Ordinary share of £0.01 | 0.01
|  |  | 10,002.09
- 42 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 22.Share capital (continued)
| The A1, A2, B1, B2 and C Ordinary Shares each carry voting rights and rights to dividends. Each such share carries one vote per share. The D and E Ordinary Shares do not carry any voting rights or rights to dividends. On an exit or winding up of the Company, the A1 and A2 Ordinary Shares carry preferential rights to distributions such that, in aggregate, holders are entitled to receive distributions up to three times their original subscription amounts. Thereafter, surplus proceeds are distributed between the D Ordinary Shares, the A Ordinary Shares and then the B and C Ordinary Shares in accordance with the Company’s Articles of Association. On incorporation, the Company issued 1 B1 Ordinary share at par value. During the period, the Company allotted and issued the following Ordinary shares: For consideration paid in cash: ∙A1 Ordinary shares: £531,461 Paid in non-cash consideration: ∙A2 Ordinary shares: £9,888 ∙B1 Ordinary shares: £294,991 ∙B2 Ordinary shares: £38,617 ∙C Ordinary shares: £112,915 ∙D Ordinary shares: £4,140 ∙E Ordinary shares: £75,758 The number of shares allotted and the aggregate nominal value of each class are set out in the table above. During the period, the Company repurchased and cancelled 30,000 C Ordinary shares, 3,500 D Ordinary shares and 697 B2 Ordinary shares for a total consideration of £31,047. The repurchase resulted in a reduction in called up share capital of £341.97, representing the aggregate nominal value of the shares cancelled. In accordance with the Companies Act 2006, an equivalent amount was transferred to the capital redemption reserve. The excess of the consideration paid over the nominal value of the shares cancelled was recognised as a reduction in profit and loss account reserves. During the period, £50,000 was transferred from share premium to distributable reserves.
- 43 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
23. | Reserves
Share premium account This reserve records the amount above the nominal value received for shares issued, less transaction costs. Capital redemption reserve This reserve represents the nominal value of shares cancelled following the redemption or purchase of the Company's own shares. Foreign exchange reserve The foreign exchange reserve represents the cumulative movement in foreign currencies of the subsidiary undertakings, when translating into the Group's reporting currency for consolidation. Profit and loss account This reserve includes all current and prior periods profit and losses after the declaration of dividends. At the point of share repurchase in August 2025, net retained profit was £5,700.
24. | Analysis of net debt
|  | Cash flows | Acquisition of subsidiaries | Other non-cash changes | At 31 December 2025
|  | £ | £ | £ | £
| Cash at bank and in hand | (947,252) | 2,098,500 | (38,028) | 1,113,220
| Debt due after 1 year | (6,865,871) | (34,501,958) | (5,218,948) | (46,586,777)
|  | (7,813,123) | (32,403,458) | (5,256,976) | (45,473,557)
| Cash flows comprise the drawdown of the senior facility (net of arrangement fees, £6,865,871) and loan notes subscribed for cash by the Group's investors (£21,358,651). Acquisition of subsidiaries represents loan notes loan notes subscribed for cash by the Group's investors (£21,358,651) and non cash loan notes as consideration/settlement for the Group's acquisitions (£13,143,307) — the Holdings vendor consideration notes (£11,546,163) and acquisition-linked management / deferred-consideration notes (£1,597,144); no third-party borrowings were assumed. Other non-cash changes represent accrued but unpaid (payment-in-kind) interest rolled up on the loan notes, together with amortisation of arrangement fees (£5,218,948).
- 44 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
25. | Business combinations
In September 2024, a subsidiary of the Company acquired 100% of BluprintX Holdings Limited. The acquisition of BluprintX Holdings Limited has been treated under the acquisition method. Subsequently to this, in September 2024, a subsidiary of the Company acquired 100% of ITG Consulting LLC and 100% of Evolve Development KFT. Both of these acquisitions have been treated under the acquisition method. In February 2025, a subsidiary of the Company acquired 100% of Project Twenty Bidco AUS PTY Ltd. The acquisition of Project Twenty Bidco AUS PTY Ltd has been treated under the acquisition method.
| Acquisition of BluprintX Holdings Limited
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Tangible | 57,420 | - | 57,420
| Intangible | 761,624 | 1,204,874 | 1,966,498
|  | 819,044 | 1,204,874 | 2,023,918
| Current Assets |  |  |
| Debtors | 1,550,921 | - | 1,550,921
| Cash at bank and in hand | 1,630,359 | - | 1,630,359
| Total Assets | 4,000,324 | 1,204,874 | 5,205,198
| Creditors |  |  |
| Due within one year | (4,701,290) | - | (4,701,290)
| Due after more than one year | (1,419,412) | 539,340 | (880,072)
| Deferred taxation | (18,990) | (210,548) | (229,538)
| Total Identifiable net liabilities | (2,139,368) | 1,533,666 | (605,702)
| Goodwill | 29,727,043
| Total purchase consideration | 29,121,341
- 45 -
PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 25.Business combinations (continued)
| Consideration
|  |  |  |  | £
| Cash | 15,414,525
| Debt instruments | 11,546,163
| Directly attributable costs | 2,160,653
| Total purchase consideration | 29,121,341
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 15,414,525
| Directly attributable costs | 2,160,653
|  | 17,575,178
| Less: Cash and cash equivalents acquired | (1,630,359)
| Net cash outflow on acquisition | 15,944,819
| The results of BluprintX Holdings Limited since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 14,124,609
| Loss for the period since acquisition | (5,085,767)
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PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 25.Business combinations (continued)
| Acquisition of Project Twenty Bidco AUS PTY Ltd
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Tangible | 40,877 | - | 40,877
| Intangible | - | 583,004 | 583,004
|  | 40,877 | 583,004 | 623,881
| Current Assets |  |  |
| Debtors | 1,508,032 | - | 1,508,032
| Cash at bank and in hand | 192,216 | - | 192,216
| Total Assets | 1,741,125 | 583,004 | 2,324,129
| Creditors |  |  |
| Due within one year | (1,165,168) | - | (1,165,168)
| Due after more than one year | (219,098) | - | (219,098)
| Deferred taxation | - | (169,623) | (169,623)
| Total Identifiable net assets | 356,859 | 413,381 | 770,240
| Goodwill | 5,808,550
| Total purchase consideration | 6,578,790
| Consideration
|  |  |  |  | £
| Cash | 2,592,206
| Retention | 339,814
| Contingent consideration | 2,797,084
| Directly attributable costs | 849,686
| Total purchase consideration | 6,578,790
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PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 25.Business combinations (continued)
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 2,592,206
| Directly attributable costs | 849,686
|  | 3,441,892
| Less: Cash and cash equivalents acquired | (192,216)
| Net cash outflow on acquisition | 3,249,676
| The results of Project Twenty Bidco AUS PTY Ltd since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 4,801,997
| Loss for the period since acquisition | (38,643)
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PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 25.Business combinations (continued)
| Acquisition of ITG Consulting LLC
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Intangible | - | 831,307 | 831,307
|  | - | 831,307 | 831,307
| Current Assets |  |  |
| Debtors | 289,810 | - | 289,810
| Cash at bank and in hand | 111,891 | - | 111,891
| Total Assets | 401,701 | 831,307 | 1,233,008
| Creditors |  |  |
| Due within one year | (137,791) | - | (137,791)
| Deferred taxation | - | (174,574) | (174,574)
| Total Identifiable net assets | 263,910 | 656,733 | 920,643
| Goodwill | 1,066,299
| Total purchase consideration | 1,986,942
| Consideration
|  |  |  |  | £
| Cash | 1,091,669
| Equity instruments | 420,253
| Contingent consideration | 343,625
| Directly attributable costs | 131,395
| Total purchase consideration | 1,986,942
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PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 25.Business combinations (continued)
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 1,091,669
| Directly attributable costs | 131,395
|  | 1,223,064
| Less: Cash and cash equivalents acquired | (111,891)
| Net cash outflow on acquisition | 1,111,173
| The results of ITG Consulting LLC since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 3,130,485
| Profit for the period since acquisition | 520,082
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PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 25.Business combinations (continued)
| Acquisition of Evolve Development KFT
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Tangible | 9,885 | - | 9,885
| Intangible | 3,985 | 727,746 | 731,731
|  | 13,870 | 727,746 | 741,616
| Current Assets |  |  |
| Debtors | 75,106 | - | 75,106
| Cash at bank and in hand | 164,034 | - | 164,034
| Total Assets | 253,010 | 727,746 | 980,756
| Creditors |  |  |
| Due within one year | (32,220) | - | (32,220)
| Deferred taxation | - | (65,729) | (65,729)
| Total Identifiable net assets | 220,790 | 662,017 | 882,807
| Goodwill | 1,252,661
| Total purchase consideration | 2,135,468
| Consideration
|  |  |  |  | £
| Cash | 985,030
| Equity instruments | 467,675
| Contingent consideration | 447,904
| Directly attributable costs | 234,859
| Total purchase consideration | 2,135,468
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PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 25.Business combinations (continued)
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 985,030
| Directly attributable costs | 234,859
|  | 1,219,889
| Less: Cash and cash equivalents acquired | (164,034)
| Net cash outflow on acquisition | 1,055,855
| The results of Evolve Development KFT since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 2,046,940
| Loss for the period since acquisition | (76,269)
26. | Pension commitments
The Group operates a defined contribution pension scheme. The pension cost charge represents the contributions payable by the Group and amounted to £603,321. There were contributions payable to the scheme of £137,150 as at 31 December 2025.
27. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group
|  | 2025
|  | £
| Not later than 1 year | 97,298
| Later than 1 year and not later than 5 years | 14,170
|  | 111,468
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PROJECT TWENTY TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
28. | Related party transactions
| The Group has taken advantage of the exemption in Section 33 of Financial Reporting Standard 102 (Related Party Disclosures) from the requirement to disclose transactions with wholly owned group companies. During the period, the directors received loans from the Group, of which £8,673 is outstanding at the year end and is included within other debtors. No interest is charged in respect of these balances. During the period, management fees of £25,874 were recharged to the Group from Palatine, the ultimate controlling party. Additionally, fees of £115,940 were paid to the Chairman.
29. | Post balance sheet events
On 20 March 2026 the Group's senior facilities agreement with ThinCats was amended and restated to re-base the financial covenants to the Group's current trading forecasts. The facilities comprise a £5.0m term facility (Facility B), a £15.0m term facility (Facility D) and a £2.0m revolving credit facility. The Group complied with its covenant obligations at 31 December 2025 and the borrowings remain classified as falling due after more than one year. This is a non-adjusting event with no effect on the amounts recognised at 31 December 2025, and has been considered by the directors in their going concern assessment. Subsequent to the year end, the contingent consideration (earn-out) payable to the former owners of ITG Consulting LLC and Evolve Development KFT was renegotiated and converted into loan notes with a value of £2,081,728. At 31 December 2025 this deferred consideration is carried at its fair value, reflecting the forecast trading performance at that date. The renegotiation arose from conditions after the reporting date and is a non-adjusting event; no adjustment has been made to the amounts recognised at 31 December 2025
30. | Controlling party
The Company heads the smallest and largest group into which the Company's results are consolidated. The ultimate controlling party of the Company is Palatine Private Equity Fund IV LP.
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