Registered number: 16331141
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2026
The directors present their Strategic Report for the Group for the period from acquisition on 2 May 2025 to 31 March 2026.
The principal activity of the Group is that of investment holding and the provision of SEO and digital marketing consultancy through its subsidiaries.
The principal activity of the Group is that of investment holding and the provision of SEO and digital marketing consultancy through its subsidiaries.
This was the Group's first reporting period following its acquisition of Performance.io Limited. The directors are satisfied with the Group's performance during the period. Turnover was in line with management expectations, reflecting the successful integration of the acquired business, whilst the reported loss principally reflects acquisition-related financing costs and the amortisation of goodwill arising on acquisition.
The directors remain focused on the long-term development of the Group, with continued emphasis on integrating the acquired business, improving operational efficiency, strengthening customer relationships and supporting sustainable growth. The Group remains committed to prudent financial management and investment in its operations to create long-term value for stakeholders.
The directors remain focused on the long-term development of the Group, with continued emphasis on integrating the acquired business, improving operational efficiency, strengthening customer relationships and supporting sustainable growth. The Group remains committed to prudent financial management and investment in its operations to create long-term value for stakeholders.
The Group is exposed to a range of business risks including economic conditions, competitive pressures, changes in customer demand, regulatory developments and the retention of key personnel.
The directors regularly review these risks and implement appropriate measures to manage and mitigate their impact. The directors are not aware of any significant changes in the Group's risk profile during the period.
Liquidity and cash flow risk
The Group seeks to mitigate liquidity risk by closely managing cash flows through robust cash flow forecasting and bank funding in the form of a revolving credit facility.
Credit risk
The Group works very closely with its key customers and, in the majority, consider them low risk. The directors are monitoring the credit risk regularly and are satisfied that the risk is appropriately mitigated.
Price risk
The Group has a framework agreement with its key customer to achieve price stability and a long term visibility. The directors are satisfied these agreements mitigate price risk in the short to medium term.
Foreign exchange risk
The business almost exclusively invoices in Pounds Sterling to mitigate foreign exchange risk. Transactions in currencies other than pounds sterling are predominantly in US Dollar and are sales or purchases from within the Group. The directors are satisfied these transactions are low risk.
The directors regularly review these risks and implement appropriate measures to manage and mitigate their impact. The directors are not aware of any significant changes in the Group's risk profile during the period.
Liquidity and cash flow risk
The Group seeks to mitigate liquidity risk by closely managing cash flows through robust cash flow forecasting and bank funding in the form of a revolving credit facility.
Credit risk
The Group works very closely with its key customers and, in the majority, consider them low risk. The directors are monitoring the credit risk regularly and are satisfied that the risk is appropriately mitigated.
Price risk
The Group has a framework agreement with its key customer to achieve price stability and a long term visibility. The directors are satisfied these agreements mitigate price risk in the short to medium term.
Foreign exchange risk
The business almost exclusively invoices in Pounds Sterling to mitigate foreign exchange risk. Transactions in currencies other than pounds sterling are predominantly in US Dollar and are sales or purchases from within the Group. The directors are satisfied these transactions are low risk.
The directors monitor the performance of the Group using a range of financial indicators including revenue growth, operating profit, cash flow generation and net asset value.
The Group's financial performance for the period is set out in the consolidated statement of comprehensive income and consolidated statement of financial position. The directors consider the Group's overall performance during the period to be satisfactory.
The Group's financial performance for the period is set out in the consolidated statement of comprehensive income and consolidated statement of financial position. The directors consider the Group's overall performance during the period to be satisfactory.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2026
The directors present their report and the financial statements for the period ended 31 March 2026.
The company was incorporated on 20 March 2025. On 2 May 2025, the Group acquired Performance.io Limited.
The directors who served during the period were:
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.
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;
∙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.
The loss for the period, after taxation and minority interests, amounted to £2,987,238
No dividends are proposed in respect of the period ended 31 March 2026.
The Company has taken advantage of the exemption under section 414C(11) of the Companies Act 2006 from the requirement to prepare a Strategic Report. The Strategic Report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties facing it.
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
After making enquiries, the directors have reasonable expectation that the Group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
There have been no significant events affecting the Group since the period end.
The auditors, Menzies LLP, was appointed as auditor for Project Pioneer Topco Limited on 30/04/2026 in accordance with section 485 of the Companies Act 2006.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT PIONEER TOPCO LIMITED
We have audited the financial statements of Project Pioneer Topco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 March 2026, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 the 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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. 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT PIONEER TOPCO LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT PIONEER TOPCO LIMITED (CONTINUED)
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 Auditors' 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 Group financial statements.
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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
∙The Companies Act 2006;
∙Financial Reporting Standard 102;
∙UK employment legislation;
∙UK health and safety legislation;
∙General Data Protection Regulations; and
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
∙Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or
other inappropriate influence over the financial reporting process;
other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgments made by management in its significant accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
∙Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
∙Timing of revenue recognition; and
∙The use of management override of controls to manipulate results.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT PIONEER TOPCO LIMITED (CONTINUED)
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 Auditors' 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
2nd Floor, Midas House
62 Goldsworth Road
Surrey
GU21 6LQ
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2026
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2026
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 33 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 33 form part of these financial statements.
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