Company registration number 14441372 (England and Wales)
Project Mersey Topco Limited
Annual report and financial statements
For the year ended 31 December 2025
Project Mersey Topco Limited
Company information
Directors
R Godsland
A W Leach
L M Lynch
S Malone
Mr R A Peck
Mr G G Timms
Company number
14441372
Registered office
Unit 2, Olympic Park
Woolston Grange Avenue
Warrington
Cheshire
England
WA2 0YL
Auditor
DJH Audit Limited
St George's House
56 Peter Street
Manchester
M2 3NQ
Project Mersey Topco Limited
Contents
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 27
Project Mersey Topco Limited
Strategic report
For the year ended 31 December 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Principal activities

The principal activity of the company and group is that of procurement services.

Review of the business

The business is well established in the markets it operates and has a solid scalable platform for growth.

 

As declared in the Group Statement of Comprehensive Income, turnover for the year was £14,395k (2024: £12,566k) and profit before tax was £1,542k (2024: £428k). Cash balances held were £4,154k (2024: £5,834k).

 

The business has maintained its B’ Corp accreditation and continues to be part of a global community that meet high standards of social and environmental impact.

 

The business continues to invest in its new product development, with a particular focus on technology.

Principal risks and uncertainties

As a service business, people are our most valuable asset. The business continues to invest heavily in the working environment of staff and will continue to do so. Employee satisfaction contributes to excellent customer service to ensure strong retention of both employees and customers. To mitigate this risk, the directors have consolidated the recruitment efforts via RPO which will enable a more holistic and partnership approach.

 

Inprova was awarded to the Sunday Times Best Places to work in the UK list in 2025, recognising the business’s commitment to its employees through various key metrics including Wellbeing, Job Satisfaction, Empowerment and Reward and Recognition.

Key performance indicators

Inprova has an extensive set of financial KPIs, which are reviewed on a monthly basis including key components of revenue growth. This is inclusive but not limited to: revenue, profit before tax, future pipeline and retention.

 

Other non-financial KPIs include, Customer satisfaction (via Net Promoter Score), Employee satisfaction and retention and B-Corporation objectives (Environmental and Social). We have a robust reporting framework on all of these KPIs and report on a monthly basis.

Future Outlook for the Business

The business continues to invest in its technology platforms and capabilities and has a highly skilled, professional workforce that is well positioned to deliver world class procurement services to its customers.

On behalf of the board

S Malone
Director
8 May 2026
Project Mersey Topco Limited
Directors' report
For the year ended 31 December 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Results and dividends

The results for the year are set out on page 7.

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

Directors

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

R Godsland
A W Leach
L M Lynch
S Malone
Mr R A Peck
Mr G G Timms
Auditor

The auditor, DJH Audit Limited is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

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 auditor of the company 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 auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.

On behalf of the board
S Malone
Director
8 May 2026
Project Mersey Topco Limited
Directors' responsibilities statement
For the year ended 31 December 2025
- 3 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Project Mersey Topco Limited
Independent auditor's report
To the members of Project Mersey Topco Limited
- 4 -
Opinion

We have audited the financial statements of Project Mersey Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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.

Project Mersey Topco Limited
Independent auditor's report (continued)
To the members of Project Mersey Topco Limited
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

Responsibilities of directors

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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

Project Mersey Topco Limited
Independent auditor's report (continued)
To the members of Project Mersey Topco Limited
- 6 -

We assessed the susceptibility of the group and parent company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

Despite appropriate planning and performing our work in accordance with International Auditing Standards, there are always inherent limitations that non-compliance is not detected. Non-compliance with laws and regulations is often further removed from the events and transactions reflected in the financial statements and material misstatements due to fraud can be deliberately concealed from auditors, for example through misrepresentation, forgery or collusion.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Christopher Abbott FCA (Senior Statutory Auditor)
For and on behalf of DJH Audit Limited, Statutory Auditor
Accountants
St George's House
56 Peter Street
Manchester
M2 3NQ
21 July 2026
Project Mersey Topco Limited
Group statement of comprehensive income
For the year ended 31 December 2025
- 7 -
2025
2024
Notes
£000
£000
Turnover
3
14,395
12,566
Administrative expenses
(11,093)
(10,060)
Operating profit
4
3,302
2,506
Interest receivable and similar income
7
18
20
Interest payable and similar expenses
8
(1,778)
(2,098)
Profit before taxation
1,542
428
Tax on profit
9
(324)
(608)
Profit/(loss) for the financial year
1,218
(180)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
Project Mersey Topco Limited
Group Balance sheet
As at 31 December 2025
31 December 2025
- 8 -
2025
2024
Notes
£000
£000
£000
£000
Fixed assets
Goodwill
10
13,777
16,022
Other intangible assets
10
56
-
0
Total intangible assets
13,833
16,022
Tangible assets
11
68
111
13,901
16,133
Current assets
Debtors
13
3,520
3,236
Cash at bank and in hand
4,154
5,834
7,674
9,070
Creditors: amounts falling due within one year
14
(6,683)
(6,799)
Net current assets
991
2,271
Total assets less current liabilities
14,892
18,404
Creditors: amounts falling due after more than one year
15
(14,746)
(19,458)
Provisions for liabilities
Deferred tax liability
17
-
0
18
-
(18)
Net assets/(liabilities)
146
(1,072)
Capital and reserves
Called up share capital
19
99
99
Share premium account
15
15
Profit and loss reserves
32
(1,186)
Total equity
146
(1,072)

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

The financial statements were approved by the board of directors and authorised for issue on 8 May 2026 and are signed on its behalf by:
08 May 2026
S Malone
Director
Company registration number 14441372 (England and Wales)
Project Mersey Topco Limited
Company Balance sheet
As at 31 December 2025
31 December 2025
- 9 -
2025
2024
Notes
£000
£000
£000
£000
Current assets
Debtors
13
114
114
Net current assets
114
114
Capital and reserves
Called up share capital
19
99
99
Share premium account
15
15
Total equity
114
114

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2024 - £0 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 8 May 2026 and are signed on its behalf by:
08 May 2026
S Malone
Director
Company registration number 14441372 (England and Wales)
Project Mersey Topco Limited
Group statement of changes in equity
For the year ended 31 December 2025
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
£000
£000
£000
£000
Balance at 1 January 2024
99
15
(1,006)
(892)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(180)
(180)
Balance at 31 December 2024
99
15
(1,186)
(1,072)
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
1,218
1,218
Balance at 31 December 2025
99
15
32
146
Project Mersey Topco Limited
Company statement of changes in equity
For the year ended 31 December 2025
- 11 -
Share capital
Share premium account
Total
£000
£000
£000
Balance at 1 January 2024
99
15
114
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
0
Balance at 31 December 2024
99
15
114
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
0
Balance at 31 December 2025
99
15
114
Project Mersey Topco Limited
Group statement of cash flows
For the year ended 31 December 2025
- 12 -
2025
2024
Notes
£000
£000
£000
£000
Cash flows from operating activities
Cash generated from operations
22
5,722
4,874
Interest paid
(1,395)
(1,714)
Income taxes paid
(656)
(380)
Net cash inflow from operating activities
3,671
2,780
Investing activities
Purchase of intangible assets
(66)
-
Purchase of tangible fixed assets
(11)
(73)
Interest received
18
20
Net cash used in investing activities
(59)
(53)
Financing activities
Repayment of bank loans
(5,292)
(580)
Net cash used in financing activities
(5,292)
(580)
Net (decrease)/increase in cash and cash equivalents
(1,680)
2,147
Cash and cash equivalents at beginning of year
5,834
3,687
Cash and cash equivalents at end of year
4,154
5,834
PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Project Mersey Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 2 Olympic Park, Woolston Grange Avenue, Warrington, Cheshire, WA2 0YL.

 

The group consists of Project Mersey Topco Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and 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 £000.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Project Mersey Topco Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.4
Going concern

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

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
5 years
PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
15% straight line
Fixtures and fittings
15% straight line
Computers
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within bank loans and overdrafts in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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.

Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies 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.

1.14
Equity instruments

Equity instruments issued by the group 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 group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Critical judgements and estimates - Rebate income recognition

The Group earns income from suppliers based on the aggregate purchasing volumes of its members. Revenue is recognised when it is probable that economic benefits will flow to the Group and the amount can be measured reliably.

 

A key area of judgement relates to the timing of revenue recognition, specifically whether income earned in the reporting period but not yet reported by suppliers should be accrued at the reporting date. Information from suppliers detailing amounts spent by members is typically received after the period end. In addition, certain suppliers lack systems that provide sufficiently reliable information to attribute spending accurately to the correct accounting period.

 

As a result, management has concluded that it is not possible to make a sufficiently reliable estimate of accrued rebate income at the reporting date. Accordingly, the Group does not recognise accrued income in respect of unreported income and instead recognises revenue when supplier information is received. This judgement is significant, as it affects the period in which revenue is recognised and may give rise to a timing difference between member purchases and the recognition of the related income.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Management continues to assess the availability and reliability of information provided by suppliers. If the quality of supplier data improves to the extent that a reliable estimate of accrued income can be made, this would represent a change in accounting estimate, with any resulting adjustment recognised prospectively in accordance with FRS 102.

3
Turnover and other revenue
2025
2024
£000
£000
Turnover analysed by class of business
Procurement services
14,395
12,566
PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 19 -
2025
2024
£000
£000
Other revenue
Interest income
18
20
4
Operating profit
2025
2024
£000
£000
Operating profit for the year is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
16
24
Depreciation of owned tangible fixed assets
37
34
Amortisation of intangible assets
2,003
2,017
Operating lease charges
159
171
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
6
6
6
6
Administrative Staff
83
69
-
-
Total
89
75
6
6

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£000
£000
£000
£000
Wages and salaries
4,460
3,837
-
0
-
0
Social security costs
523
382
-
-
Pension costs
170
137
-
0
-
0
5,153
4,356
-
0
-
0
PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
6
Directors' remuneration
2025
2024
£000
£000
Remuneration for qualifying services
619
583
Company pension contributions to defined contribution schemes
24
23
643
606
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£000
£000
Remuneration for qualifying services
178
162
Company pension contributions to defined contribution schemes
7
5
7
Interest receivable and similar income
2025
2024
£000
£000
Interest income
Interest on bank deposits
18
20
8
Interest payable and similar expenses
2025
2024
£000
£000
Interest on bank overdrafts and loans
215
531
Interest on convertible loan notes
1,563
1,567
Total finance costs
1,778
2,098
9
Taxation
2025
2024
£000
£000
Current tax
UK corporation tax on profits for the current period
873
578
Deferred tax
Origination and reversal of timing differences
(549)
30
Total tax charge
324
608
PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Taxation
(Continued)
- 21 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£000
£000
Profit before taxation
1,542
428
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
386
107
Tax effect of expenses that are not deductible in determining taxable profit
779
774
Tax effect of utilisation of tax losses not previously recognised
-
0
(169)
Research and development tax credit
(83)
(63)
Deferred tax adjustments in respect of prior years
(758)
(41)
Taxation charge
324
608
10
Intangible fixed assets
Group
Goodwill
Development costs
Total
£000
£000
£000
Cost
At 1 January 2025
20,425
-
0
20,425
Additions - internally developed
-
0
66
66
Disposals
(254)
-
0
(254)
Transfers
-
0
4
4
At 31 December 2025
20,171
70
20,241
Amortisation and impairment
At 1 January 2025
4,403
-
0
4,403
Amortisation charged for the year
1,991
12
2,003
Transfers
-
0
2
2
At 31 December 2025
6,394
14
6,408
Carrying amount
At 31 December 2025
13,777
56
13,833
At 31 December 2024
16,022
-
0
16,022
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
11
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Total
£000
£000
£000
£000
Cost
At 1 January 2025
4
27
151
182
Additions
1
-
0
10
11
Disposals
-
0
-
0
(15)
(15)
Transfers
-
0
-
0
(4)
(4)
At 31 December 2025
5
27
142
174
Depreciation and impairment
At 1 January 2025
3
13
55
71
Depreciation charged in the year
1
6
30
37
Transfers
-
0
-
0
(2)
(2)
At 31 December 2025
4
19
83
106
Carrying amount
At 31 December 2025
1
8
59
68
At 31 December 2024
1
14
96
111
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
12
Subsidiaries

Registered office addresses (all UK unless otherwise indicated):

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Project Mersey Midco Limited
Unit 2 Olympic Way, Birchwood, Warrington, WA2 0YL
Ordinary shares
100.00
-
Project Mersey Bidco Limited
Unit 2 Olympic Way, Birchwood, Warrington, WA2 0YL
Ordinary shares
0
100.00
Inprova Procurment Ltd
Unit 2 Olympic Way, Birchwood, Warrington, WA2 0YL
Ordinary shares
0
100.00
Inprova Group Ltd
Unit 2 Olympic Way, Birchwood, Warrington, WA2 0YL
Ordinary shares
0
100.00
Inprova Ltd
Unit 2 Olympic Way, Birchwood, Warrington, WA2 0YL
Ordinary shares
0
100.00
Valueworks Limited
Unit 2 Olympic Way, Birchwood, Warrington, WA2 0YL
Ordinary shares
0
100.00
Independent Healthcare Procurement Limited
Unit 2 Olympic Way, Birchwood, Warrington, WA2 0YL
Ordinary shares
0
100.00
PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
13
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
2,029
2,002
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
114
114
Other debtors
1
1
-
0
-
0
Prepayments and accrued income
959
1,233
-
0
-
0
2,989
3,236
114
114
Amounts falling due after more than one year:
Deferred tax asset (note 17)
531
-
0
-
0
-
0
Total debtors
3,520
3,236
114
114
14
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£000
£000
£000
£000
Bank loans
16
-
0
580
-
0
-
0
Trade creditors
385
251
-
0
-
0
Corporation tax payable
404
187
-
0
-
0
Other taxation and social security
796
650
-
0
-
0
Other creditors
115
335
-
0
-
0
Accruals and deferred income
4,983
4,796
-
0
-
0
6,683
6,799
-
0
-
0

In November 2022, the company and the Group became party to security in favour of NVM PE Limited in respect of loans held within this company. The total maximum exposure of these facilities being £16.8m (2024: £16.4m).

 

In November 2022, the company and the Group became party to debenture and guarantee in favour of Shawbrook Bank Limited in respect of borrowings standard debenture over the assets of the group. The total maximum exposure at 31 December 2025 was £nil (2024: £5,292k). The debenture and guarantee was released in January 2026.

 

PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
15
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£000
£000
£000
£000
Convertible loans
14,746
14,746
-
0
-
0
Bank loans and overdrafts
16
-
0
4,712
-
0
-
0
14,746
19,458
-
-

The loan notes consist of £14,425k Facility A loan notes and £321k loan Facility B loan notes. Interest is charged at 10% with 8% due quarterly and 2% being accrued and paid at redemption date. The Facility B loan notes also accrue an additional 2.3% redemption premium annually payable at redemption date. Interest accrued on loan notes is included in accruals and deferred income balance and amounted to £2,327k (2024: £1,944k).

 

All bank loans were settled in the year.

16
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£000
£000
£000
£000
Bank loans
-
0
5,292
-
0
-
0
Payable within one year
-
0
580
-
0
-
0
Payable after one year
-
0
4,712
-
0
-
0

The long-term loans are secured by fixed and floating charges over the group's assets.

All bank loans were settled in the year.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£000
£000
£000
£000
Accelerated capital allowances
-
18
21
-
Tax losses
-
-
481
-
Bad debt provision
-
-
29
-
-
18
531
-
The company has no deferred tax assets or liabilities.
PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
17
Deferred taxation
(Continued)
- 25 -
Group
Company
2025
2025
Movements in the year:
£000
£000
Liability at 1 January 2025
18
-
Credit to profit or loss
(549)
-
Asset at 31 December 2025
(531)
-
18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
170
137

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

19
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
A Ordinary shares of 10p each
748,300
748,300
75
75
B Ordinary shares of 10p each
14,600
14,600
1
1
C1 Ordinary shares of 10p each
212,100
212,100
21
21
C2 Ordinary shares of 10p each
21,100
21,100
2
2
D Ordinary shares of 10p each
3,900
3,900
-
-
1,000,000
1,000,000
99
99
PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
20
Operating lease commitments
As lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£000
£000
£000
£000
Within 1 year
196
98
-
-
Years 2-5
392
293
-
-
588
391
-
-
21
Related party transactions

During the year, the Group paid monitoring and Director's fees amounting to £110k (2024: £105k) to NVM Private Equity LLP (NVM), the parent company's controlling party, No balance was outstanding as at year end (2024: £nil).

 

Loan notes balance of £14,746k (2024: £14,746k) includes balance payable to NVM of £14,425k (2024: £14,425k) and £321k (2024: £321k) payable to management.

 

Interest charged on the loan notes amounted to £1,567k (2024: £1,567k) with £1,446k (2024: £1,446k) payable to NVM and £121k (2024: £121k) payable to management. The total balance of accrued loan notes interest included in accruals at the reporting date was £2,327k (2024: £1,944k).

PROJECT MERSEY TOPCO LIMITED
Project Mersey Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
22
Cash generated from group operations
2025
2024
£000
£000
Profit/(loss) after taxation
1,218
(180)
Adjustments for:
Taxation charged
324
608
Finance costs
1,778
2,098
Investment income
(18)
(20)
Other non-cash expenses
33
-
0
Loss on disposal of tangible fixed assets
15
-
Amortisation and impairment of intangible assets
2,003
2,017
Depreciation and impairment of tangible fixed assets
37
34
Movements in working capital:
Decrease/(increase) in debtors
247
(450)
Increase in creditors
85
767
Cash generated from operations
5,722
4,874

Increase in creditors of £85k excludes the movement of accrued interest on loan notes. The balance of interest accrued was £2,327k (2024: £1,944k). Interest paid has been presented separately on the cashflow separate from the cash generated from operations.

23
Analysis of changes in net debt - group
1 January 2025
Cash flows
31 December 2025
£000
£000
£000
Cash at bank and in hand
5,834
(1,680)
4,154
Borrowings excluding overdrafts
(5,292)
5,292
-
Convertible loan notes
(14,746)
-
(14,746)
(14,204)
3,612
(10,592)
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