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Project Chess Topco Limited
Registered number: 15426604
Information for filing with the Registrar
For the 15 month period ended 31 December 2025
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
REGISTERED NUMBER: 15426604
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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- 1 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
REGISTERED NUMBER: 15426604
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with 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 on 18 September 2026.
The notes on pages 5 to 33 form part of these financial statements.
- 2 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
REGISTERED NUMBER: 15426604
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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- 3 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
REGISTERED NUMBER: 15426604
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the Parent Company for the 15 month period was £311 (8 month period ended 30 September 2024: loss after tax of £3,600).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 September 2026.
The notes on pages 5 to 33 form part of these financial statements.
- 4 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
Project Chess Topco Limited (the 'Parent Company') is a private company limited by shares, incorporated in England and Wales. The Company's registered number is 15426604. The address of its registered office is The Old Shippon, Ground Floor Right Hand Suite Moseley Hall Farm, Chelford Road, Knutsford, England, WA16 8RB.
The principal activity of the Parent Company continued to be that of a holding company.
The principal activity of the Group is that of other engineering activities.
2.Accounting policies
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Basis of preparation of financial statements
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The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
For the year ended 30 September 2024 the Company and Group were entitled to an exemption from audit due to size and accordingly these balances are not audited.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results
of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Within the reporting period the Group acquired Contollo MEP Limited (formerly known as TACE Limited) and its subsidiaries, MBA Consulting Engineers Limited, Engineering Services Partnership Limited, KAM Group Holdings 2020 Limited and its subsidiaries, as such the results have been included within the consolidated accounts using the acquisition method.
- 5 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The directors have evaluated various forecast scenarios, along with the potential cost mitigating options available to the Group. Specific severe downside scenarios have been assessed and management are confident that going forward they will maintain compliance with formally agreed covenants even in these stressed scenarios.
Whilst the Group has recorded a loss for the period this is due to significant non cash items including £4.8m of depreciation and amortisation. Excluding the £4.1m of interest charges and £4.8m of depreciation/amortisation a strong underlying EBITDA position has been delivered. The Group has significant year end cash balances and is operating (and is forecast to operate) within committed lending facilities.
In addition, post year end the group renegotiated its lending facilities to more favourable terms, including increasing the RCF facility from £750k to £2m. This is undrawn at year end and at the time of signing the financial statements and gives the group further headroom on cash.
After making enquiries and based on the assumptions to the financial statements, the directors have concluded that the Group and the Company has adequate cash resources and financial projections indicate that the Group and the Company will continue to operate within its existing facilities for at least twelve months from the date of signature of this report. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £1.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
The Group enters into three principal types of customer engagement, each with a distinct basis of revenue recognition, as set out below.
Fixed fee engagements
Revenue from fixed fee contracts to provide services is recognised in the period in which the services are provided, in accordance with the stage of completion of the contract, when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract; and
∙the stage of completion of the contract at the end of the reporting period can be measured reliably.
Milestone billing engagements
Where the Group bills for specific, discrete work performed as agreed with the customer, revenue is recognised at the point the milestone is achieved and the bill is raised reflecting the completion of the associated milestone.
Passthrough revenue
Where the Group incurs costs on behalf of a customer that are recharged with margin (an agent, rather than principal, relationship), the related revenue is recognised net of the corresponding purchase invoice.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss over the period it is earnt.
- 7 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument and amortised over the life of the facility.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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Current and deferred taxation
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The tax expense comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Computer and office equipment
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
- 9 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Impairment of fixed assets
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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 Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the Group's accounting policies, the directors are required to make judgments, 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.
Critical judgments in applying the accounting policies
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
3.Judgments in applying accounting policies (continued)
The critical judgments that the directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are discussed below:
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment associated with intangible assets and property, plant and equipment, the directors have considered both external and internal sources of information such as market values, changes in technological, economic and legal environments and economic performance.
There have been no impairments to tangible or intangible fixed assets during the period.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(i) Provision for bad debts
The recoverability of trade receivables is assessed at each reporting date. Management reviews debtor balances individually by considering historical payments, ageing profiles, and known credit risks. Where there is evidence of impairment, a provision is recognised in admin expense. Estimating this provision involves judgment.
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
3.Judgments in applying accounting policies (continued)
ii) Stage of completion
Where revenue is recognised over time, the Group estimates the stage of completion of each contract at the reporting date. This estimate is based on a combination of:
∙an input method, being time incurred on the contract to date relative to total forecast time to complete the engagement; and
∙an output method, with reference to the length and progress of the engagement and delivery against contractual milestones.
Management applies judgement in selecting the most appropriate method, or combination of methods, for each contract, and in forecasting the total time or effort expected to complete the work. Based on this assessment, revenue is recognised with reference to the estimated stage of completion and, where applicable, milestones achieved. Actual costs and timescales to complete a contract may differ from those estimated, which could result in a change to the amount of revenue recognised in future periods.
Key judgments and estimates in relation to the acquisitions made during the year were as follows:
Identification of intangible assets
For each acquisition, management considers whether identifiable, separable intangible assets should be recognised separately from goodwill, in accordance with FRS 102 paragraph 19.15. This involves judgement as to whether an asset meets the definition of an intangible asset and whether its fair value can be measured reliably at the acquisition date. For acquisitions made in the current period, see the acquisition notes for further detail.
Useful life of goodwill
For each acquisition, management considers the useful life of goodwill arising on acquisition in accordance with FRS 102 paragraph 19.23. Where management is unable to make a reliable estimate of the useful life, the life is presumed not to exceed 10 years. For acquisitions made in the current period, see the acquisition notes for further detail.
Contingent / deferred consideration
Where future consideration is contingent on future performance, or deferred to a future date, a liability is recognised at the acquisition date only where payment is probable and can be measured reliably. The amount recognised reflects the fair value of the best estimate of the future payments, in accordance with FRS 102 paragraph 19.12. Where the amount cannot be measured reliably at the acquisition date, this fact is disclosed together with the reasons why the fair value cannot be measured reliably, the range of outcomes, and the basis used to determine the contingent or deferred consideration. Deferred consideration that is fixed in amount is discounted to present value where the effect of the time value of money is material.
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The average monthly number of employees, including directors, during the period was 190 (2024 - 36).
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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At 1 February 2024 (unaudited)
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At 1 February 2024 (unaudited)
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At 30 September 2024 (unaudited)
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- 15 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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At 1 February 2024 (unaudited)
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On acquisition of subsidiaries
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At 1 February 2024 (unaudited)
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On acquisition of subsidiaries
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At 30 September 2024 (unaudited)
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- 16 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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At 1 February 2024 (unaudited)
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At 30 September 2024 (unaudited)
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- 17 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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The following were subsidiary undertakings of the Company:
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Project Chess Nominee Limited
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Project Chess Midco Limited
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Abacus Cost Management Limited*
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Contollo MEP Limited (formerly known as TACE Limited)*
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MBA Consulting Engineers Limited*
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Engineering Services Partnership Limited*
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KAM Group Holdings 2020 Limited*
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KAM Group Holdings Limited*
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KAM Project Consultants Limited*
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KAM Project Consultants Germany GmbH*
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On 26 October 2024, Project Chess Topco Limited acquired 100% holding in Project Chess Nominee Limited and Contollo MEP Limited (formerly known as TACE Limited).
On 29 October 2024, the Group acquired 100% of the share capital of MBA Consulting Engineers Limited.
On 18 December 2024, Project Chess Topco Limited acquired 100% holding in Engineering Services Partnership Limited.
On 4 April 2025, Project Chess Topco Limited acquired 100% holding in KAM Group Holdings 2020 and all below subsidiaries.
The registered office of all UK subsidiaries is The Old Shippon, Ground Floor Right Hand Suite Moseley Hall Farm, Chelford Road, Knutsford, England, WA16 8RB.
The registered office of KAM Project Consultants Germany GmbH is De-St.-Exupery-Str. 10, 60549 Frankfurt am Main.
All subsidiaries marked * are indirectly held by Project Chess Topco Limited.
All subsidiaries held were exempt from the requirements relating to audit of the individual financial statements by virtue of section 479A of the Companies Act 2006.
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- 18 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Group
Unaudited
30 September
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Company
Unaudited
30 September
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
|
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|
Group
Unaudited
30 September
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Company
Unaudited
30 September
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|
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|
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|
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- 19 -
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15426604
31 December 2025
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PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Group
Unaudited
30 September
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Company
Unaudited
30 September
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Other taxation and social security
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Obligations under finance lease
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Group
Unaudited
30 September
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|
|
|
|
|
|
|
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|
|
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Obligations under finance lease
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|
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Bank loans are stated net of debt costs totalling £753,637. The bank loan of £18,709k is repayable in full on 29 October 2029 and is secured by fixed and floating charges over the assets of the Company and certain other Group undertakings, together with cross-guarantees given by those Group undertakings under the facilities agreement.
Loan notes are stated net of debt costs of £154,100. Loan notes are due to mature in full in 2029 and 2030.
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- 20 -
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15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Group
Unaudited
30 September
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|
|
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|
|
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- 21 -
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15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Unaudited
30 September 2024
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Charged to profit or loss
|
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Arising on acquisition of subsidiaries
|
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The deferred taxation balance is made up as follows:
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|
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|
Group
Unaudited
30 September
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|
|
|
|
|
|
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Accelerated capital allowances
|
|
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- 22 -
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15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Allotted, called up and fully paid
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72,340 (2024 - 54,030) Ordinary A shares of £1.00 each
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|
|
|
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14,735 (2024 - 29,470) Ordinary B shares of £1.00 each
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|
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14,735 (2024 - Nil) Ordinary B1 shares of £1.00 each
|
|
|
|
|
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6,342 (2024 - Nil) Ordinary B2 shares of £0.01 each
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|
|
|
|
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6,500 (2024 - 6,500) Ordinary C shares of £1.00 each
|
|
|
|
|
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2,687 (2024 - Nil) Ordinary D shares of £1.00 each
|
|
|
|
|
|
4,866 (2024 - Nil) Ordinary E shares of £1.00 each
|
|
|
|
|
|
|
|
|
|
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Ordinary A, B, B1 and C shares
These shares carry full voting rights, the right to receive dividends, and the right to participate pari passu in any distribution of profits or capital. They have equal rights to capital and participate pari passu in any return of assets. These shares do not confer any right of redemption.
Ordinary B2, D and E shares
These shares do not carry voting rights but are entitled to participate pari passu in distributions in respect of dividends and the return of assets. These shares do not confer any right of redemption.
Share premium account
Share premium represents the amount above the nominal value received for issued share capital, less transaction costs.
Foreign exchange reserve
The foreign exchange reserve represents accumulated gains or losses on translation of foreign entities on consolidation.
Treasury shares
This represents the value of the issued share capital which the Company owns itself, via its investment in Project Chess Nominee Limited.
Profit and loss account
The profit and loss account reserve represents cumulative profits and losses, less dividends declared.
- 23 -
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15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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|
Acquisition of Contollo MEP Limited and its subsidiaries
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On 26 October 2024 the Group acquired 100% of the issued share capital of TACE Limited (subsequently renamed Contollo MEP Limited) and its subsidiaries (TACE Manchester Limited, TACE Liverpool Ltd, TACE London Limited and TACE Projects Limited), a mechanical and electrical (M&E) building-services consulting engineering practice founded in 1996. The business operates from offices in South Manchester, Liverpool and London, serving public and private sector clients with a particular focus on education, sports facilities and multi-unit accommodation, and continued to trade from its existing office locations under the majority of its 35-strong workforce following acquisition.
The goodwill of £5,151k arising on the acquisition represents the assembled workforce, TACE's established reputation and long-standing client relationships built on repeat business and referrals, and anticipated synergies from combining TACE's M&E consulting capability with the Group's existing service, none of which is separately recognisable as an identifiable intangible asset under FRS 102. The goodwill is being amortised over an estimated useful economic life of 10 years.
TACE contributed revenue of £4.7m and a profit before tax of £791k to the Group's results for the period from acquisition to 31 December 2025. Had the acquisition completed on the first day of the reporting period, Group revenue and profit for the period would have been £5m and £847k respectively.
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|
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Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
- 24 -
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15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
16.Business combinations (continued)
|
|
The total purchase consideration was a combination of day 1 cash, loan notes, shares and deferred consideration.
|
|
|
Cash outflow on acquisition
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
Directly attributable costs
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash outflow on acquisition
|
|
- 25 -
|
|
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|
15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
16.Business combinations (continued)
|
|
Acquisition of MBA Consulting Engineers Limited
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|
On 29 October 2024, the Group acquired 100% of the issued share capital of MBA Consulting Engineers Limited ("MBA"), a multi-disciplinary mechanical and electrical consultancy established in 1984, specialising in the delivery of highly sustainable building solutions with a particular focus on the industrial and logistics sector. MBA operates from offices in Milton Keynes and London and will continue to trade from its existing locations following completion.
The goodwill of £11,815k arising on the acquisition represents the assembled workforce, MBA's 40-year reputation and established specialism in the industrial and logistics sector, and anticipated synergies from combining MBA's sustainability-led design capability with the Group's wider service, none of which is separately recognisable as an identifiable intangible asset under FRS 102. The goodwill is being amortised over an estimated useful economic life of 10 years.
MBA contributed revenue of £9.5m and a profit pre tax of £623k to the Group's results for the period from acquisition to 31 December 2025. Had the acquisition completed on the first day of the reporting period, Group revenue and profit for the period would have been £10.2m and £668k respectively.
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|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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Due after more than one year
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
- 26 -
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15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
16.Business combinations (continued)
|
|
The total purchase consideration was a combination of day 1 cash, loan notes, shares and deferred consideration.
|
|
|
Cash outflow on acquisition
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
Directly attributable costs
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash outflow on acquisition
|
|
- 27 -
|
|
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|
15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
16.Business combinations (continued)
|
|
Acquisition of Engineering Services Partnership Limited
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|
|
On 18 December 2024, the Group acquired 100% of the issued share capital of Engineering Services Partnership Limited ("ESP"), a mechanical, electrical and public health (MEP) engineering consultancy established in 1997 and operating from offices in Croydon, Peterborough, Manchester and Edinburgh. ESP provides engineering design, strategic planning, due diligence, sustainability and energy, and on-site monitoring services across the banking, critical facilities, data centre, retail, industrial & logistics and commercial sectors. The acquisition was consistent with the Group's stated strategy of buy-and-build growth in the built environment consultancy sector.
The goodwill of £1,502,781 arising on the acquisition represents the assembled workforce, sector expertise and client relationships acquired with the business, together with anticipated synergies from combining ESP's MEP capability with the Group's existing service offering, none of which is separately recognisable as an identifiable intangible asset under FRS 102. The goodwill is being amortised over an estimated useful economic life of 10 years.
ESP contributed revenue of £4.9m and a profit before tax of £473k to the Group's results for the period from acquisition to 31 December 2025. Had the acquisition completed on the first day of the reporting period, Group revenue and profit for the period would have been £5.6m and £545k respectively.
|
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
- 28 -
|
|
|
|
15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
16.Business combinations (continued)
|
|
The total purchase consideration was a combination of day 1 cash, loan notes and shares.
|
|
|
Cash outflow on acquisition
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
Directly attributable costs
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash outflow on acquisition
|
|
- 29 -
|
|
|
|
15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
16.Business combinations (continued)
|
|
Acquisition of KAM Group Holdings 2020 Limited and its subsidiaries
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|
|
On 4 April 2025, the Group acquired 100% of the issued share capital of KAM Group Holdings 2020 Limited and its subsidiaries ("KAM"), an independent project management and construction cost consultancy founded in 2013 by Kevin Sims and Mike Wilcock. KAM specialises in project and cost management services to the industrial and logistics sector, and more recently real estate, operating from six UK offices together with the Group's first German office in Frankfurt. This was the Group's fifth acquisition since inception and strengthens its project and cost management capability.
The goodwill of £12,825,590 arising on the acquisition represents the assembled and highly-qualified (chartered or working towards chartered status) workforce, KAM's established reputation and client relationships in the industrial and logistics sector, and anticipated synergies from combining KAM's project and cost management expertise with the Group's existing service lines, none of which is separately recognisable as an identifiable intangible asset under FRS 102. The goodwill is being amortised over an estimated useful economic life of 10 years.
KAM contributed revenue of £8.4m and a profit before tax of £1.1m to the Group's results for the period from acquisition to 31 December 2025. Had the acquisition completed on the first day of the reporting period, Group revenue and profit for the period would have been £14m and £1.8m respectively.
|
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
- 30 -
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15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
16.Business combinations (continued)
|
|
The total purchase consideration was a combination of day 1 cash, loan notes, shares and deferred consideration.
|
|
|
Cash outflow on acquisition
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
Directly attributable costs
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash outflow on acquisition
|
|
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £1,470,742 for the 15 month period ended 31 December 2025 (8 month period ended 30 September 2024: £142,451). There was £61,586 outstanding contributions as at 31 December 2025 (30 September 2024: £Nil).
- 31 -
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15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
|
|
Commitments under operating leases
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At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Group
Unaudited
30 September
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Later than 1 year and not later than 5 years
|
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Related party transactions
|
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The Company has taken advantage of the exemption conferred by FRS 102 Section 33 not to disclose transactions with wholly owned members of the group.
The Group incurred fees from the parent company totalling £408,500 during the period. At the balance sheet date the Company had loans totalling £17,533k to its parent.
At the balance sheet date the Company had loans totalling £318k due to 2 of the directors of the Company.
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|
|
Post balance sheet events
|
Post year end the group renegotiated its 3rd party lending facilities to more favourable terms, including increasing the RCF facility from £750k to £2m.
The immediate parent and ultimate controlling company is Northedge Capital Sme GP I Llp, a company incorporated in England and Wales with registered address: Windmill Green, 24 Mount Street, Manchester, M2 3NX.
- 32 -
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15426604
31 December 2025
|
PROJECT CHESS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
The auditor's report on the financial statements for the 15 month period ended 31 December 2025 was unqualified.
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|
In their report, the auditor emphasised the following matter without qualifying their report:
Without qualifying our opinion, we draw attention to note 2.1 of the accounting policies of the financial statements and the fact that the comparative information in the accounts with respect to the Group and Parent Company was unaudited as the Company was entitled to exemption from audit.
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The audit report was signed on 18 September 2026 by Neil Barton (Senior Statutory Auditor) on behalf of Forvis Mazars LLP.
- 33 -
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