The directors present their report and the financial statements for the year ended 31 March 2026 for Project Athena TopCo Limited (the “company”), the parent company of Egress Limited and Stalis Limited.
The financial year was a further year of transition for the group. Following the change in leadership in August 2024, management has continued to reshape the group’s commercial and delivery organisations and to reduce the cost base, while maintaining investment in its internally generated intellectual property. Revenue and profitability remained below prior-year levels, reflecting the continued repositioning of the business towards the UK healthcare sector, and in particular the digitalisation of the NHS, together with the wider economic environment.
Combined trading EBITDA before exceptional items for the year was approximately £0.4m (2025: £0.9m). During the year the group implemented a significant programme of cost reduction, including a number of redundancies and roles that were not replaced on departure. The annualised benefit of these actions is expected to support profitability in the year ending 31 March 2027 and in later years.
The group has continued to invest in its internally generated IP and to rebuild its commercial and delivery organisations, and enters the new financial year with a forward plan that targets a return to revenue growth.
In July 2025, the group established a new trading subsidiary in Ireland, Stalis Data Services Ireland Limited (791845), to support the group’s future growth and expansion. The subsidiary had not commenced trading as at the reporting date and, accordingly, had not generated any trading activity during the period.
Impairment of investments and goodwill
In light of the trading result for the year and the continued transition of the business, the directors carried out a review of the carrying value of the group’s investment in, and the goodwill arising on the acquisition of, its trading subsidiaries. The recoverable amount is assessed by reference to the equity value plus the net current assets of the relevant subsidiaries at the balance sheet date.The estimated equity value is arrived at by applying the enterprise valuation approach using a suitable multiple.
The review concluded that there was no impairment at the group level. However, impairment indicators were identified in respect of certain entities within the group, resulting in impairments being recognised. Further details are provided in Note 2 to the financial statements.
Principal risks and uncertainties
The group has a strong internal control structure and continues to invest in processes and controls and maintaining the ISO 27001 accreditations as well as holding current Cyber Essentials and Cyber Essentials Plus certifications.
Technology risks
The group will only use technologies and products which it considers to be “industry standard”, in the sense of being widely used and accepted within its industry, and appropriate in terms of quality and performance for the business-critical applications it supports. The group operates a quality management process which applies, among other things, to its research and development activities as well as to individual customer projects.
Financial risks
The group seeks to manage its financial risk through a strong emphasis on cash flow management, scenario-driven analysis and regular interaction with its stakeholders, including its majority shareholders and bankers. The group’s funding position, and its reliance on the continued support of those stakeholders, is described further under going concern below.
Foreign currency risks
The group trades primarily in GBP and does not consider foreign exchange to be a risk. The limited trades in foreign currencies contain built in contingency against foreign exchange movements.
Credit risk
The group’s principal financial assets are cash at bank and in hand and trade receivables. The group’s credit risk is primarily attached to its trade receivables. Since the majority of trading is within the public sector, a purchase order is obtained for all work, which reduces the risk of non-payment. A limited scenario in which the group is exposed to financial risk is where the organisation decides to work at risk, without commercial cover on a project, which is rare and typically arises only on amendments to an existing project with a customer with whom there is a strong prior relationship. The credit risk on liquid funds is limited because the counterparties are banks with reasonable credit ratings. The group does not hold any derivative financial instruments.
Liquidity risk
Through detailed cash flow forecasting, the group monitors its working capital and capital expenditure requirements to ensure that cash is available to meet its obligations as they fall due. The directors have prepared cash flow forecasts covering the five years ending 31 March 2031. In managing liquidity, the directors also have regard to the group’s reliance on the continued support of its majority shareholders and bankers.
Going concern
In considering the ability of the company and group to continue as a going concern, the directors have considered the future cash flows and performance of the group, and have prepared cash flow forecasts for the five years ending 31 March 2031. Those forecasts indicate that, following the cost reduction actions taken during the year and a return to revenue growth, the group’s trading operations are expected to generate positive earnings and operating cash flows over the forecast period.
The group is subject to a number of risks, including national economic conditions and, more specifically, risks associated with the level of Government investment in the digitalisation of the NHS, which is the core market served by the group. The directors’ assessment takes the impact of these risks into account as far as possible.
The company and group remains reliant on the continued support of its creditors, including group undertakings, its majority shareholders and its bankers. During the year the group received additional funding from its majority shareholders by way of capital and loan notes totalling £1.25m. The going concern assessment covers a period of at least twelve months from the date of approval of these financial statements.
At the time of approving the financial statements, and having considered the matters set out above, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Financial key performance indicators
Management focus during the year has remained on the continued growth of revenue opportunities and partnerships, the re-organisation of the group’s workforce and the reduction of the cost base.
2025 2026
Revenue £7.4m £6.5m
Gross Margin £3.3m £3.5m
EBITDA £0.9m £0.4m
The group’s focus during the year was on stabilising the business, realising the benefit of the cost reduction actions taken, and building towards a return to growth in the year ending 31 March 2027.
The directors present their annual report and financial statements for the year ended 31 March 2026.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
We have audited the financial statements of Project Athena Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for 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 and 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Use of our 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £727,330 (2025 - £438,181 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Project Athena Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, United Kingdom, OX15 4FF.
The group consists of Project Athena Topco Limited and all of its subsidiaries.
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”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Project Athena Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates. As referred to in the subsidiaries note, the group has taken advantage of the exemption under Companies Act 2006 Section 405 to exclude subsidiaries that are immaterial.
All financial statements are made up to 31 March 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The financial position of the company and group is reflective of the business model of the group and is closely linked to the status and funding of other group undertakings. The preference share capital of £10,189,407 has a fixed rate of dividend and a mandatory redemption date of 30 September 2027, and is therefore carried on the balance sheet as a long-term financial liability.
In assessing going concern, the directors have prepared cash flow forecasts for the five years ending 31 March 2031. Those forecasts indicate that, following the cost reduction actions taken during the year and a return to revenue growth, the group’s trading operations are expected to generate positive earnings and operating cash flows over the forecast period. The going concern assessment covers a period of at least twelve months from the date of approval of these financial statements, and takes into account the principal risks facing the group, including national economic conditions and the level of Government investment in the digitalisation of the NHS.
The company and group is reliant on the continued support of its creditors, including group undertakings, majority shareholders and bankers. During the year the group received additional funding from its majority shareholders by way of capital and loan notes totalling £1,250,000. The group undertakings and majority shareholders have provided continued commitment of support across all entities, including this company, and have confirmed that support for a period of at least twelve months from the date of approval of these financial statements.
At the time of approving the financial statements, and having considered the matters set out above, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Revenue from license sales are recognised up front.
Revenue charged on a time and materials basis is recognised in the period that the work is performed.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Interest bearing loans owed by group entities that are due for settlement in more than one year have been classified as fixed asset investments. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Unpaid amounts in relation to interest receivable on loan notes are allocated to the principal amount owed annually on 31 October, 30 November and 24 December and thus recognised within fixed asset investments.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs 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 stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Related parties
The company has taken advantage of exemption under the terms of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, not to disclose related party transactions with wholly owned subsidiaries within the group.
Non-trading items
Non-trading items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying trading performance of the group.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Useful life of goodwill
The amortisation charge for goodwill is sensitive to changes in the estimated useful life of the asset with the useful life re-assessed at each reporting date. It is amended when necessary to reflect current estimated based on future expected income. The directors have made key assumptions regarding the useful life of goodwill on consolidation and have determined that it has a useful life of 10 years. The 10 year period is considered appropriate to match the anticipated future profitability arising from those customer contracts and from continued future growth within the trade of the group.
Capitalisation of development costs
Staff time is incurred in implementing projects and systems. This is then capitalised, along with associated third party costs as the income this will generate is spread over the life of the relevant software or product. The amount of staff cost capitalised is based upon an estimate of time incurred in these areas of work . This is a subjective area due to estimates of time, as well as nature of internally generated intangible assets.
The annual amortisation charge for intangible assets is sensitive to changes in relation to the value of works performed on these assets. The useful economic life is assessed annually and is amended as necessary based on the value of the work the intangible assets relate to. The directors have made key assumptions regarding the useful life of development costs and have determined that it has a useful life of 5 years.
The directors assess whether the fixed asset investments require impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. At each balance sheet date the directors assess whether any indicators of impairment exist and carry out a review of the carrying value of the fixed assets investments against the recoverable value of the fixed asset investments. The recoverable amount is assessed by reference to the equity value plus the net current assets of the relevant subsidiaries at the balance sheet date.The estimated equity value is arrived at by applying the enterprise valuation approach using a suitable multiple.
The review indicated that the carrying value exceeded the recoverable amount and, accordingly, an impairment charge of £4,447,534 (2025: £10,792,687) has been recognised in the financial statements of Project Athena Bidco Limited and an impairment charge of £5,803,435 (2025: £2,042,034) has been recognised in the financial statements of Project Athena Midco Limited.
The contractual terms of the C loan notes issued by the majority shareholders include a redemption premium payable. The directors measure the redemption premium due on the loan notes at amortised cost using the effective interest method. The redemption premium is payable when certain conditions are met. The accounting for this premium requires the directors to estimate the expected timing and quantum of the redemption and this directly impacts the calculation of the effective interest rate and the carrying value of the financial liability.
The directors reassess this estimate at each reporting date, if the estimated timing and quantum of the redemption change the carrying amount of the financial liability is adjusted to reflect the revised estimated cash flows, with a corresponding gain or loss recognised immediately in the profit or loss.
Non-trading items of £147,048 (2025: £14,100) have been incurred in relation to restructuring costs and other legal and professional fees.
Non-trading items of £Nil (2025: £43,998) have been incurred in relation to certain employment related costs in relation to the acquisition of the subsidiary entities and associated services.
Non-trading items of £115,565 (2025: £32,931) have been incurred in relation to consultancy fees.
Non-trading items of £290,505 (2025: £392,462) have been incurred in relation to redundancy and associated employee related expenditure.
Non-trading items of £15,934 (2025: £Nil) have been incurred in relation to dilapidation expenditure.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2025 - 3).
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
A rate of 25% (2025: 25%) was used for purposes of considering the effects of deferred taxation in the current period, in line with the main rate of UK Corporation Tax effective from 1 April 2023.
A deferred tax asset of approximately £1,699,000 (2025: £953,000) relating to losses has not been recognised at the Balance Sheet date, on the basis that they are unlikely to be utilised in the foreseeable future.
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
All group intangible fixed assets are secured by fixed and floating charges relating to a group bank loan facility.
All group tangible fixed assets are secured by fixed and floating charges relating to a group bank loan facility.
Details of the company's subsidiaries at 31 March 2026 are as follows:
The group has taken advantage of the exemption under Companies Act 2006 Section 405 to exclude Stalis Data Services Ireland Limited from the consolidation on the basis that it is neither individually or cumulatively material to the group.
Group
Certain group debtors are secured by fixed and floating charges relating to a group bank loan facility.
Company
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Company
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Group and company
Preference share capital is due to be redeemed on 30 September 2027. Accordingly, all balances have been recognised as due in more than one year. All preference share dividends compound annually upon the anniversary of allotment and are due immediately and so have been separately recognised within other creditors due within one year.
Group
Bank loans are secured by a fixed and floating charge over all assets of the company, together with cross guarantees from certain group companies and bear a fixed interest rate of 7.5% until 31 October 2025 thereafter they bear a fixed rate of 9.5%. Amounts of £4,230,000 (2025: £4,960,000) are repayable by 31 March 2029. All amounts are stated net of arrangement fees.
Other loans are in relation to unsecured loan notes and bear a fixed interest rate of 10%. Amounts of £9,203,175 are repayable by 30 September 2027, plus interest of £3,749,952 (2025: £2,574,692). Interest on loan notes compounds annually on 31 October, as such amounts of £406,034 (2025: £366,968) are recognised within accruals due in more than one year.
During the period, £2,834,270 of these borrowings were listed on The International Stock Exchange. Amounts of £6,923,193 were already listed on The International Stock Exchange.
Other loans in relation to unsecured loan notes of £1,477,961 (2025: £1,477,961) bear a fixed interest rate of 10%. Amounts of £1,477,961 are repayable when certain conditions are met, plus interest of £147,794 (2025: £Nil). Interest on loan notes compounds annually on 24 December, as such amounts of £40,087 (2025: £31,355) are recognised within accruals due in more than one year.
During the period, unsecured loan notes of £500,000 were issued and bear a fixed interest rate of 10%. Amounts of £500,000 are repayable when certain conditions are met. Interest on loan notes compounds annually on 31 October, as such amounts of £20,685 are recognised within accruals due in more than one year.
During the period, unsecured loan notes of £650,000 were issued and bear a fixed interest rate of 10%. Amounts of £650,000 are repayable when certain conditions are met. Interest on loan notes compounds annually on 30 November, as such amounts of £21,548 are recognised within accruals due in more than one year.
Other loans in relation to unsecured loan notes of £2,627,961 (2025: £1,477,961) include a redemption premium. As such amounts of £222,523 (2025: £Nil) are recognised within accruals due in more than one year.
Company
Other loans are in relation to unsecured loan notes and bear a fixed interest rate of 10%. All amounts are repayable by 30 September 2027. Interest on loan notes compounds annually on 31 October, as such amounts of £132,165 (2025: £120,186) are recognised within accruals due in more than one year.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A deferred tax asset of approximately £1,699,000 (2025: £953,000) relating to losses has not been recognised at the Balance Sheet date, on the basis that they are unlikely to be utilised in the foreseeable future.
Called up share capital represents the nominal value of shares that have been issued.
Ordinary share capital has seen allotments of £100,000 for 100,000 Ordinary A shares.
Ordinary share capital has seen redesignations of £1,437 from Ordinary A shares to Ordinary B Shares.
Group
As at 31 March 2026, the group had total commitments, guarantees and contingencies of £19,616 (2025: £31,598) in relation to operating lease commitments of a subsidiary.
Company
The company is included within a group VAT registration scheme, which incorporates certain of its fellow group undertakings. As such the company is jointly and severally liable for the amounts owed by the other companies at the balance sheet date. At 31 March 2026 amounts owed by the group amounted to £579,601 (2025: £480,842).
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Subsequent to the balance sheet date, on 14 July 2026, the group agreed an extension of its banking facilities with its bankers. Under the revised terms, the existing facilities have been extended to 31 March 2029.
Also subsequent to the balance sheet date, on 4 June 2026, the group’s majority shareholders agreed to extend the repayment terms of their existing shareholder loan notes. Under the revised terms, the loan notes are repayable no earlier than 30 September 2030.
Together, these arrangements provide the group with committed funding and the continued support of its majority shareholders, and are relevant to the directors’ assessment of going concern and to the group’s management of liquidity risk, as described in the strategic report.
The extension of the banking facilities and of the shareholder loan notes are non-adjusting events after the reporting period. They do not affect the amounts recognised in the financial statements for the year ended 31 March 2026, and accordingly no adjustment has been made to those amounts.
During the year the group entered into the following transactions with related parties:
In addition to the above, preference share dividends have been recognised of £1,436,152 (2025: £1,110,679) in relation to entities with control over the group.
The following amounts were outstanding at the reporting end date:
Amounts owed to entities with control over the group include £12,533,222 (2025: £10,350,677) in relation to loan notes due in more than one year, £198,659 (2025: £141,920) in relation to trade creditors and £5,067,673 (2025: £3,572,929) in relation to accruals.