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C3 456 Limited Registered number: 13061044 Annual Report For the year ended 31 March 2026
C3 456 LIMITED COMPANY INFORMATION
Directors | L Jones
| A J McRae
| S J Phillips
| L McLintock R Sinclair V C Kendall
Registered number | 13061044
Registered office | Capital Building
| Tyndall Street
| Caerdydd
| Cardiff
| Wales
| CF10 4AZ
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| 30 Old Bailey
| London
| EC4M 7AU
C3 456 LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 4
Independent Auditor's Report | 5 - 8
Statement of Comprehensive Income | 9
Statement of Financial Position | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 24
C3 456 LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026 The directors present their Strategic Report for C3 456 Limited (the "Company") for the year ended 31 March 2026. P rincipal activity The principal activity of the Company during the year was that of an intermediate holding company. The Company is part of a group headed by C3 123 Limited.
Business review and key performance indicators
Due to the Company being an intermediate holding company which does not trade in its own right, the directors believe that key performance indicators for the Company are not necessary or appropriate for an understanding of the development, performance or position of the business. The performance of the Group, of which this Company is part of, is discussed in the C3 123 Limited consolidated Annual Report and financial statements, which does not form part of this report.
Principal risks and uncertainties
Economic Risk The NHS and other health and care organisations continued to be under significant financial and operational pressure and as a result budgets are managed very carefully. The Company has significant experience of navigating these pressures to help NHS achieve its objective of digital transformation which will ultimately help its financial position. The directors manage the Company’s risks at the Group level. The principal risks and uncertainties of the Group are discussed in the C3 123 Limited consolidated Annual Report and financial statements. Interest Rate Risk The Company has protection from this risk with external debt carrying fixed interest rates. Future developments The directors do not anticipate any significant developments for the Company during the coming year. This report was approved by the board and signed on its behalf by:
S J Phillips Director
Date: 14 August 2026
- 1 -
C3 456 LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2026 The directors present their Annual Report and the audited financial statements for the year ended 31 March 2026.
Results and dividends
The profit for the year, after taxation, amounted to £356,334 (2025: £1,142,013). During the year no dividends were paid (2025: £63,225).
Directors
The directors who served during the year and to the date of this report were:
L Jones
V C Kendall
L McLintock
A J McRae
R Sinclair (appointed 23 September 2025)
S J Phillips (appointed 9 July 2025)
J A MacLeay (resigned 23 September 2025)
E Rollason (resigned 7 April 2025)
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. - 2 -
C3 456 LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026
Going concern
The financial statements are prepared on a going concern basis. The Company remains assured of the financial support by Westbridge Fund Managers Limited. The directors have received confirmation that Westbridge Fund Managers Limited will continue to support the Company and not seek repayment of the loan notes for a period of at least twelve months from the date of signing of the accounts. The directors have considered the repayment date of loans falling due after more than one year within their going concern assessment and forecast. The directors plan to refinance the loans in the near future, in respect of which there have already been open discussions with no issues expected. On this basis, the financial statements have been prepared on a going concern basis. The directors consider that the Company has adequate resources to continue in operational existence for the next twelve months from the signing of these financial statements.
Qualifying third party indemnity provisions
The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report. No claim or notice of claim in respect of these indemnities has been received in the year.
Matters covered in the Strategic Report
The Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Strategic Report information required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008. Certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report on page 1. These matters relate to future developments.
Provision of information to the 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'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's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. - 3 -
C3 456 LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026 This report was approved by the board and signed on its behalf by:
S J Phillips Director
Date: 14 August 2026
- 4 -
C3 456 LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C3 456 LIMITED Opinion We have audited the financial statements of C3 456 Limited (the ‘Company’) for the year ended 31 March 2026 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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 Company’s affairs as at 31 March 2026 and of its profit for the year 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. - 5 -
C3 456 LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C3 456 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 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, or returns adequate for our audit have not been received from branches not visited by us; or ∙the 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. - 6 -
C3 456 LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C3 456 LIMITED Responsibilities of Directors As explained more fully in the directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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 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 and anti-money laundering regulation. 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 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. - 7 -
C3 456 LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF C3 456 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 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. Lucy Hutchinson (Senior statutory auditor) For and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 30 Old Bailey London EC4M 7AU 14 August 2026 - 8 -
C3 456 LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2026
| 2026 | 2025
Note | £ | £
Administrative expenses |  | (103) | (257)
Operating loss |  | (103) | (257)
Income from shares in group undertakings | 6 | 1,110,000 | 1,940,000
Interest receivable and similar income | 7 | 134,064 | 121,822
Interest payable and similar expenses | 8 | (901,432) | (919,006)
Profit before tax |  | 342,529 | 1,142,559
Tax on profit | 9 | 13,805 | (546)
Profit for the financial year |  | 356,334 | 1,142,013
Other comprehensive income |  | - | -
Total comprehensive income for the year |  | 356,334 | 1,142,013
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
The notes on pages 12 to 24 form part of these financial statements.
- 9 -
C3 456 LIMITED REGISTERED NUMBER: 13061044 STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 11 |  | 6,000 |  | 6,000
|  |  | 6,000 |  | 6,000
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 12 | 7,667,286 |  | 7,139,317 |
Cash and cash equivalents |  | 67 |  | 169 |
|  | 7,667,353 |  | 7,139,486 |
Creditors: amounts falling due within one year | 13 | (1,118,666) |  | (7,247,515) |
Net current assets/(liabilities) |  |  | 6,548,687 |  | (108,029)
Total assets less current liabilities |  |  | 6,554,687 |  | (102,029)
Creditors: amounts falling due after more than one year | 14 |  | (6,300,382) |  | -
Net assets/(liabilities) |  |  | 254,305 |  | (102,029)
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 6,000 |  | 6,000
Profit and loss account | 18 |  | 248,305 |  | (108,029)
Total equity |  |  | 254,305 |  | (102,029)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
S J Phillips
Director
Date: 14 August 2026
The notes on pages 12 to 24 form part of these financial statements. - 10 -
C3 456 LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2026
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 April 2024 | 6,000 | (1,186,817) | (1,180,817)
Comprehensive income for the year |  |  |
Profit for the year | - | 1,142,013 | 1,142,013
Total comprehensive income for the year | - | 1,142,013 | 1,142,013
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (63,225) | (63,225)
Total transactions with owners | - | (63,225) | (63,225)
At 1 April 2025 | 6,000 | (108,029) | (102,029)
Comprehensive income for the year |  |  |
Profit for the year | - | 356,334 | 356,334
Total comprehensive income for the year | - | 356,334 | 356,334
Total transactions with owners | - | - | -
At 31 March 2026 | 6,000 | 248,305 | 254,305
| The notes on pages 12 to 24 form part of these financial statements.
- 11 -
C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
1. | General information
C3 456 Limited is a private company limited by shares, incorporated and registered in England and Wales. The Company's registered number is 13061044. The address of the registered office of the Company is Capital Building, Tyndall Street, Caerdydd, Cardiff, Wales, CF10 4AZ. The principal activity of the Company during the year was that of an intermediate holding company. The Company is part of a group headed by C3 123 Limited. 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 management to exercise judgement in applying the Company's accounting policies (see note 3). The financial statements have been presented in Pound Sterling as this is currency of the primary economic environment in which the Company operates and is rounded to the nearest pound. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The 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 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙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. This information is included in the consolidated financial statements of C3 123 Limited as at 31 March 2026 and these financial statements may be obtained from Companies House. - 12 -
C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements are prepared on a going concern basis. The Company remains assured of the financial support by Westbridge Fund Managers Limited. The directors have received confirmation that Westbridge Fund Managers Limited will continue to support the Company and not seek repayment of the loan notes for a period of at least twelve months from the date of signing of the accounts. The directors have considered the repayment date of loans falling due after more than one year within their going concern assessment and forecast. The directors plan to refinance the loans in the near future, in respect of which there have already been open discussions with no issues expected. On this basis, the financial statements have been prepared on a going concern basis. The directors consider that the Company has adequate resources to continue in operational existence for the next twelve months from the signing of these financial statements.
| 2.4 | Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006. These financial statements therefore present information about the Company as an individual undertaking and not about its group.
| 2.5 | Interest receivable and similar income
Interest receivable and similar income is recognised in profit or loss using the effective interest method.
| 2.6 | Interest payable and similar expenses
Interest payable and similar expenses 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. - 13 -
C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.7 | Current and deferred taxation
The tax expense for the year 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 operates and generates 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; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 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.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.9 | Debtors: amounts falling due within one year
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.
| 2.10 | Cash and cash equivalents
Cash is represented by cash at bank and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.11 | Creditors: amounts falling due within one year
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. - 14 -
C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.12 | Financial instruments
The Company 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 Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. 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. - 15 -
C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.12 | Financial instruments (continued)
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset 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 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. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company 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 Company will continue to recognise the value of the portion of the risks and rewards retained. 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 Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. - 16 -
C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.13 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The directors do not believe that any critical judgements have been made in the process of applying the Company's accounting policies that would have a significant effect on the amounts recognised in the financial statements. Key sources of estimations The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Assessing indicators of impairment of investment in subsidiary companies In assessing whether there have been any indicators of non financial assets impairment, the directors have considered if the events or circumstances have changed which indicate that the carrying amounts of the non financial assets may not be recoverable. The directors have assessed whether the carrying value of the non financial assets can be supported by its net realisable value. The directors have concluded that there are no impairments of non financial assets identified during the current financial year.
4. | Auditor's remuneration
| Audit fees attributable to the Company were borne by another group entity and are not recharged. Hence, they are not included in the Statement of Comprehensive Income of the Company.
5. | Employees
The Company has no employees other than the directors during the year (2025: nil). The directors did not receive any remuneration for their services to the Company during the year (2025: £nil).
6. | Dividend income from shares in group undertakings
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Dividend income from shares in group undertakings | 1,110,000 | 1,940,000
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C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
7. | Interest receivable and similar income
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Loan to group undertakings | 134,064 | 121,822
8. | Interest payable and similar expenses
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other loan interest payable | 842,480 | 870,198
| Loans from group undertakings | 28,952 | 26,308
| Commitment fees | 30,000 | 22,500
|  | 901,432 | 919,006
9. | Taxation
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | (13,805) | (7,629)
| Adjustments in respect of prior periods | - | 8,175
| Total deferred tax | (13,805) | 546
| Tax charge on profit | (13,805) | 546
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C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 9.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2025: lower than) the standard rate of corporation tax in the UK of 25% (2025:25%). The differences are explained below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Profit before tax | 342,529 | 1,142,559
| Profit before tax multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%) | 85,632 | 285,640
| Effects of: |  |
| Expenses not deductible for tax purposes | 57,833 | 57,796
| Non-taxable income | (277,500) | (485,000)
| Hybrid and other mismatches adjustment | 66,556 | 71,180
| Group relief surrendered | 53,674 | 62,755
| Adjustments to tax charge in respect of previous periods - deferred tax | - | 8,175
| Total tax charge for the year | (13,805) | 546
| Tax rate changes
There are no current or future tax changes to note. Current and deferred tax in the current and prior year is calculated at 25%.
10. | Dividends
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Dividends paid at £nil (2025: £0.11) per share | - | 63,225
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C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
11. | Investments
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 April 2025 | 6,000
| At 31 March 2026 | 6,000
| Net book value |
| At 31 March 2026 | 6,000
| At 31 March 2025 | 6,000
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| C3 789 Limited | Capital Building, Tyndall Street, Cardiff, United Kingdom, CF10 4AZ | Holding company | Ordinary | 100%
| Channel 3 Consulting Ltd* | Capital Building, Tyndall Street, Cardiff, United Kingdom, CF10 4AZ | Information technology consultancy | Ordinary | 100%
| *indirectly held through the investment in C3 789 Limited.
- 20 -
C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
12. | Debtors: amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 6,147,586 | 5,767,486
| Loans owed by group companies | 1,471,043 | 1,336,979
| Deferred taxation | 48,657 | 34,852
|  | 7,667,286 | 7,139,317
| Amounts owed by group undertakings are unsecured, interest free and payable on demand. The loans owed by group companies are interest bearing at 10% (2025: 10%), are not secured and are payable on demand.
13. | Creditors: amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other loans (note 15) | - | 6,300,382
| Amounts owed to group undertakings | 88,165 | 88,165
| Loans owed to group companies | 317,680 | 288,728
| Accruals and deferred income | 712,821 | 570,240
|  | 1,118,666 | 7,247,515
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand. The loans owed to group companies are unsecured, interest bearing at 10% (2025:10%) per annum, and repayable on demand.
14. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other loans (note 15) | 6,300,382 | -
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C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
15. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Loans owed to group companies | 317,680 | 288,728
| Other loans | - | 6,300,382
|  | 317,680 | 6,589,110
| Amounts falling due 2-5 years |  |
| Other loans | 6,300,382 | -
|  | 6,300,382 | -
| Interest is payable at a fixed rate of 12% (2025: 12%) on the principal amount outstanding, of which 10% (2025: 10%) is payable quarterly and 2% (2025: 2%) accrues and compounds quarterly and is payable when the principal is repaid. During the year, the repayment terms of the other loan were extended from 2026 to 2029.
16. | Deferred taxation asset
|  | 2026 | 2025
|  | £ | £
| At beginning of year | 34,852 | 35,398
| Charged to profit or loss | 13,805 | (546)
| At end of year | 48,657 | 34,852
| The deferred tax asset is made up as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Short term timing differences | 48,657 | 34,852
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C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
17. | Called up share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 600,000 (2025: 600,000) Ordinary shares of £0.01 each | 6,000 | 6,000
| Each share is entitled to one vote in any circumstances and is also entitled pari passu to dividend payments or any other distribution.
18. | Reserves
Share premium account This reserve represents the amount above the nominal value received for issued share capital, less transaction costs. Profit and loss account This reserve represents the cumulative profits and losses of the Company, net of dividends paid.
19. | Charges on group liabilities
The Company, along with other group companies, entered into a debenture on 28 January 2021 containing fixed and floating charges over all of the assets of each group company in favour of Westbridge II LP. The charge contains a negative pledge. The Company, along with other group companies, entered into a debenture on 27 July 2022 containing fixed and floating charges over all of the assets of each group company in favour of Triple Point Advance Leasing Plc. The charge contains a negative pledge. The Company, along with other group companies, entered into a debenture on 27 July 2022 containing fixed and floating charges over all of the assets of each group company in favour of Westbridge II LP. The charge contains a negative pledge.
20. | Related party transactions
| The Company is a wholly owned subsidiary of C3 123 Limited and as such has taken advantage of the exemption permitted by Section 33 ‘Related party disclosures’ not to provide disclosures of transactions entered into with other wholly owned members of the Group. The Company and its subsidiary undertakings are included within the consolidated financial statements of C3 123 Limited.
21. | Post balance sheet events
There have been no significant events affecting the Company since the year end. - 23 -
C3 456 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
22. | Controlling party
The immediate and ultimate parent undertaking is C3 123 Limited, a company incorporated and registered in England and Wales. The address of its registered office is Capital Building, Tyndall Street, Cardiff, United Kingdom, CF10 4AZ. C3 123 Limited is the smallest and largest group into which the Company's financial statements are consolidated. Copies of the Group’s financial statements may be obtained from Companies House. The Company is ultimately controlled by Westbridge II GP LLP by virtue of its majority shareholding in C3 123 Limited.
- 24 -