The directors present their report and the financial statements for the year ended 31 March 2026 for Project Athena Midco Limited (the “company”). Project Athena Midco Limited is a key holding company within the group structure of the Project Athena Topco Limited group and holds a direct investment in the main operating companies. While it is not a trading entity, the company plays a significant role in the group’s financial structure, supporting capital allocation and providing oversight.

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.

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 identified indicators of impairment and 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 indicated that the carrying value exceeded the recoverable amount and, accordingly, an impairment charge of £5,803,435 has been recognised in the financial statements. Further detail is provided in the notes to the financial statements.

Principal risks and uncertainties

The group has a strong internal control structure and continues to invest in its processes and controls, and to maintain its ISO 27001 accreditation 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 significant 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. 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.

The principal activity of the company continued to be that of a holding company.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; 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 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Project Athena Midco Limited (the 'company') for the year ended 31 March 2026 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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).

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 loss 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. 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 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.

In the 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities 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 company 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Project Athena Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, United Kingdom, OX15 4FF.

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.

This 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:

• 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 company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Project Athena Midco Limited is a wholly owned subsidiary of Project Athena Topco Limited and the results of Project Athena Midco Limited are included in the consolidated financial statements of Project Athena Topco Limited which are available from the company registered office, Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, England, OX15 4FF.

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 the financial statements of Project Athena Topco Limited. true

The company and group are reliant on the continued support of creditors, including group undertakings, majority shareholders and bankers. The group undertakings and majority shareholders have provided continued commitment of support across all entities, including this company.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and company have 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.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. 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.

A subsidiary is an entity controlled by the company. 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 company reviews the carrying amounts of its tangible 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.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company 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 company's balance sheet 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, 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 company 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 company 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 company’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 company’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 when the company has 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.

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.

In the application of the company’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.

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.

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 £5,803,435 (2025: £2,042,034) as been recognised in the financial statements.

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.

The average monthly number of persons (including directors) employed by the company during the year was:

The actual 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:

The future deductibility of accrued interest on other loan balances for which no deduction for corporation tax purposes is available in the current period is yet to be fully assessed.

A deferred tax asset of approximately £648,534 (2025: £401,737), calculated at a rate of 25% (2025: 25%) was unrecognised at 31 March 2026 due to uncertainty over when tax losses are likely to be utilised in future.

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Details of the company's subsidiaries at 31 March 2026 are as follows:

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

All assets are secured by fixed and floating charges relating to a group bank loan facility.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Other loans are in relation to unsecured loan notes and bear a fixed interest rate of 10%. Amounts of £6,923,193 are repayable by 30 September 2027, plus interest of £2,834,270 (2025: £1,949,524). 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.

Called up share capital represents the nominal value of shares that have been issued.

As at 31 March 2026, the company had total commitments, guarantees and contingencies of £4,230,000 (2025: £5,000,000) in relation to a cross guarantee of a group bank loan.

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.

FPE Capital LLP is the company's ultimate controlling party, a limited liability partnership whose registered office is 2nd Floor, 7-9 Swallow Street, London, W1B 4DE.

Project Athena Topco Limited is the company's immediate parent company, whose registered address is Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, England, OX15 4FF.

The smallest and largest group of which Project Athena Midco Limited is a member and for which group accounts are prepared is headed up by Project Athena Topco Limited, whose registered address is Bloxham Mill Business Centre, Barford Road, Bloxham, Banbury, Oxfordshire, England, OX15 4FF.