NC Topco Limited

Going Concern

The Group has generated positive cash flows from operations throughout the past financial year and is projected to continue generating cash for the foreseeable future. In assessing going concern, the directors have considered the Group's forecasted profitability, cash flows, available borrowing facilities and compliance with financial covenants, and are satisfied that the Group is expected to remain compliant with those covenants throughout the assessment period. Although the company reports net current liabilities at a group level, it remains profitable and is forecast to have sufficient financial resources to meet its obligations as they fall due for at least the next 12 months from the date of approval of the financial statements. The net current liabilities are a result of  deferred revenue from billing in advance of services, and not indicative of future cash outlays. The directors have also considered going concern at the NC Topco Limited entity level and are satisfied that the company will continue to be able to meet its liabilities as they fall due. Accordingly, the directors have concluded that no material uncertainty exists as to the ability of the Group and company to continue as a going concern and that it remains appropriate to prepare the financial statements on that basis.

In conclusion, we are confident in the future growth potential of our company. We would like to thank all our shareholders for their trust and support, and we look forward to creating long-term value for all our stakeholders.

This report was approved and authorised by the board of directors on 28 April 2026 and signed on behalf of the board by:

Auditor

Deloitte LLP have expressed their willingness to continue in office as auditors and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

This report was approved by the Board on 28 April 2026 and signed on its behalf by:

Date: 28 April 2026  

Other information

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Report on other legal and regulatory requirements

Opinion on other matters prescribed by the Companies Act 2006

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

In the light of the knowledge and understanding of the group and of the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

We have nothing to report in respect of these matters.

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.

​Mark Boxall, FCA (Senior statutory auditor)

For and on behalf of Deloitte LLP,

Statutory Auditor

Bristol, United Kingdom

28 April 2026  

Critical accounting judgements and key sources of estimation uncertainty  

It is the view of the directors that there are no critical judgements in applying the group's accounting policies.

Key sources of estimation uncertainty  

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. There are no estimates and assumptions that are expected to have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Revenue recognition  

Turnover  comprises  the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the  G roup’s activities. Turnover is shown net of value added tax, returns,  rebates  and discounts and after  eliminating  sales within the  G roup.   
 
The  G roup recognises revenue when:   
 

The  c ompany derives a substantial majority of its revenue from subscription services by providing access to its platform over time. Revenue for subscription services  is  recognised over the contract term on a straight-line basis. Other services are recognised when the services are delivered to the customer.  

Foreign currency transactions and balances  

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.   Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tangible assets  

Tangible assets are  stated  in the statement of financial position at cost, less any  subsequent  accumulated depreciation and  subsequent  accumulated impairment losses.   
 
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation  

Depreciation is charged  so as to  write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

If there is  an indication  that there has been a  significant change  in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.  

Impairment  

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for  possible reversal  at each reporting date.

Business combinations  

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the  G roup in exchange for control of the  acquired , plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the  G roup includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill  

Goodwill arising on the acquisition of an entity  represents  the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is  subsequently  measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each  reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Intangible assets  

Separately  acquired  trademarks and licences are shown at historical cost.   
 
Trademarks, licences (including software )  and customer-related intangible assets  acquired  in a business combination are recognised at fair value at the acquisition date.   
 
Trademarks,  licences,  and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation  

Amortisation is provided on intangible assets  so as to  write off the cost, less any estimated residual value, over their useful life as follows:

If there is  an indication  that there has been a  significant change  in amortisation rate, useful life or residual value of intangible assets, the amortisation is revised prospectively to reflect the new estimates.  

Investments  

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.   
 
Interest income on debt securities, where applicable, is recognised in income using the  effective interest method. Dividends on equity securities are recognised in income when receivable.  

Cash and cash equivalents  

Cash and cash equivalents  comprise  cash at bank and in hand, demand deposits with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. In the statement of financial position, bank overdrafts are shown within borrowing or current  liabilities.

Trade debtors  

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.  

Trade debtors are recognised initially at the transaction price. They are  subsequently  measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is  established  when there is objective evidence that the  G roup  will not be able to collect all amounts due according to the original terms of the receivables.  

Share capital  

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the  initial  measurement is on a present value basis.

Operating  l eases   

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis .   Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Dividends  

Dividend distribution to the  G roup’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation  

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the  G roup has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.   
 
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

The analysis of the Group's other operating income for the period is as follows: 

Arrived at after charging/(crediting):

Non audit fees payable to the  Group and  c ompany’s auditor and its associates for the audit of the  Group and  c ompany’s annual accounts  were as follows:  

The directors'  remuneration  for the period was as follows, which includes remuneration paid to key management personnel:  

The table above reflects the remuneration for a single director in 2025 and 2024. 

Tax charged/(credited) in the consolidated statement of comprehensive income.

The standard rate of tax applied to reported profit on ordinary activities is 25.00% (2024 - 25 %).

The company and Group monitor tax developments in the UK which could affect the company’s tax liabilities. The company notes recent developments in relation to the OECD Inclusive Framework on Base Erosion and Profit Sharing but does not expect it to have an impact on the company’s tax charge. 

The differences between the total tax expenses shown above and the amount calculated by applying the standard rate of UK corporation tax to the loss before tax is as follows: 

Group​​​​​