BIDCO KORU LIMITED

 

Filleted Accounts

 

Year Ended

 

31 December 2025

 

 

Company Number 12725988

BIDCO KORU LIMITED

 

Company Information

 

Directors

 

Duncan Stockdill

Phillip Haines

Charles Johnstone

Fiona McMahon

Michael McGrath

Steven Ledgerwood

Anna Dick

Michael Cooper

 

Registered office

 

Level 1, 20 Dale Street

Manchester

M1 1EZ

 

Registered number

 

12725988

 

Independent Auditor

 

RSM UK Audit LLP

Ninth Floor, Landmark

St Peter's Square

1 Oxford Road

Manchester

M1 4PB

 

BIDCO KORU LIMITED

Company No. 12725988

 

Contents

Page

 

 

Statement of Financial Position

4

 

 

Notes to the Financial Statements

5-8

 

BIDCO KORU LIMITED

Company No. 12725988

 

Statement of Financial Position

As at 31 December 2025

 

 

Notes

 

2025

 

2024

 

 

 

£

 

£

 

 

 

 

 

 

Fixed assets

 

 

 

 

 

Investments

4

 

23,969,691

 

23,969,691

 

 

 

 

 

 

Current assets

 

 

 

 

 

Debtors

 

-

 

-

 

Cash at bank and in hand

 

-

 

-

 

 

 

 

 

 

 

 

 

-

 

-

 

Creditors: amounts falling due within one year

5

(1,600,994)

 

(1,422,577)

 

 

 

 

 

 

 

Net current liabilities

 

 

(1,600,994)

 

(1,422,577)

 

 

 

 

 

 

Creditors: amounts falling due

6

 

(26,223,164)

 

(24,708,801)

after one year

 

 

 

 

 

Provisions for liabilities

 

 

-

 

-

 

 

 

 

 

 

Net liabilities

 

 

(3,854,467)

 

(2,161,687)

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

Called up share capital

 

 

1

 

1

Profit and loss account

 

 

(3,854,468)

 

(2,161,688)

 

 

 

 

 

 

Shareholders' funds

 

 

(3,854,467)

 

(2,161,687)

 

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.

The financial statements have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The statement of comprehensive income has not been delivered to the Registrar of Companies.

 

 

 

 

M Cooper

Director

Approved by the board on 28th May 2026

 

BIDCO KORU LIMITED

Company No. 12725988

 

Notes to the Accounts

For the year ended 31 December 2025

 

1     General Information

 

Bidco Koru Limited is a private company limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office is Level 1, 20 Dale Street, Manchester, M1 1EZ.

 

2     Accounting policies

 

2.1     Basis of Preparation

 

These financial statements have been prepared in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”), the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime, and under the historical cost convention. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

 

The financial statements have been prepared for the year from 1 January 2025 to 31 December 2025.

 

The company is exempt from the requirement to prepare consolidated financial statements as it is a wholly owned subsidiary and its immediate parent, Topco Koru Limited which is incorporated in the United Kingdom.

 

2.2     Going Concern

 

At the time of approving the financial statements, the Company had Net Current Liabilities and Net Liabilities. The subsidiary business, Zestia Limited, is highly profitable and generates positive cash flows. The shareholder loan notes accrue interest charges annually but are not due for repayment, until the redemption of the loan in 2030. The directors therefore have a reasonable expectation that the company can meet its financial obligations for the foreseeable future and not less than 12 months from signing. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements as detailed in the Director's Report.

 

2.3     Investments

 

Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses.

 

2.4     Turnover

 

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of management services to the subsidiary company.

 

BIDCO KORU LIMITED

Company No. 12725988

 

2.5     Creditors

 

Short term creditors are measured at transaction price.

 

2.6     Financial liabilities

 

Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and other similar expenses

 

2.7     Taxation

 

A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period.

 

Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

 

2.8     Dividends

 

Dividends are recognised as liabilities once they are no longer at the discretion of the Company.

 

2.9     Retirement benefits

 

For defined contribution schemes the amount charged to profit and loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

 

2.10     Employee benefits

 

The cost of short term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

 

BIDCO KORU LIMITED

Company No. 12725988

 

2.11     Judgements in applying accounting policies and key sources of estimation uncertainty

 

In preparing the financial statements, management are required to make judgements about the carrying value of assets and liabilities that are not readily available from other sources. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events which are expected to be reasonable under the circumstances. The estimate and assumption that has a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year is; the impairment of investments in subsidiaries.

 

3     Employees

 

 

2025

2024

Average number of persons employed by the company including Directors

54

 

4     Investments

 

 

Investment in subsidiary undertakings

 

£

 

 

Cost

 

At 01 January 2025

23,969,691

Additions

-

 

 

At 31 December 2025

23,969,691

 

Zestia Limited is a wholly owned subsidiary of the company.

 

5     Creditors: amounts falling due within one year

 

 

2025

2024

 

£

£

 

 

 

Amounts owed to Group undertakings

1,505,5071,422,577

Accruals

95,487

-

 

 

 

 

1,600,9941,422,577

 

Newlands Capital 1 LLP holds a fixed charge over all intellectual property owned by the company at any time and a floating charge covers all the property or undertaking of the company.

 

Amounts owed by group undertakings is unlikely to be recovered within the next 12 months.

 

BIDCO KORU LIMITED

Company No. 12725988

 

6     Creditors: amounts falling due after one year

 

 

2025

2024

 

£

£

 

 

 

Loan notes

18,527,99918,527,999

Accrued interest

7,695,1656,180,802

 

 

 

 

26,223,16424,708,801

 

These loan notes accrue interest at 10% per annum.

 

7     Audit report information

 

As the statement of comprehensive income has been omitted from the filleted accounts filed with the Registrar of Companies, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

 

The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified.

 

The audit report was signed on 28 May 2026 by Jonathan Lowe (Senior Statutory Auditor) on behalf of RSM UK Audit LLP.

 

8     Related party transactions

 

There were loan notes of £18,480,377 with Shareholders of Topco Koru Limited. The Shareholders loan notes remained outstanding at the year-end.

 

The company has taken advantage of the exemption available in accordance with FRS102 not to disclose transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group which is party to the transactions.

 

9     Ultimate controlling party

 

The ultimate parent company is Topco Koru Limited which consolidates the results of Bidco Koru Limited, Zestia Limited, MPZMail Limited and CapsuleCRM Inc. The address of the registered office for Topco Koru Limited is Level 1, 20 Dale Street, Manchester, M1 1EZ.