Company Registration number:
Bar Bidco Limited
for the Year Ended 31 December 2025
Bar Bidco Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Bar Bidco Limited
Company Information
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Directors |
C Blacklaws E R Foges S S Gunn H J Hodgkin O J Schofield S M Ward S A Weller |
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Company secretary |
S M Ward |
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Registered office |
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Auditors |
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Bar Bidco Limited
Strategic Report for the Year Ended 31 December 2025
The directors present their strategic report for the year ended 31 December 2025. The comparative period was 8 months ending 31 December 2024.
Fair review of the business
Bar Bidco Limited is the holding company of a group of companies trading collectively as The Barrister Group (“TBG”). Through its subsidiaries, the Group’s principal activities comprise the provision of administrative and operational services to barristers, the marketing of legal services, and the facilitation of direct access to barristers by professional and consumer clients.
In March 2026, the Group launched VENTRiQ, a new service offering targeted at third party chambers in order to broaden the legal services it can offer to its customers. VENTRiQ provides a suite of operational, systems, and administrative services, allowing external chambers to benefit from the Group’s scale, infrastructure, and proprietary technology.
Key performance indicators
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2025 (12 months) |
2024 (8 months) |
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Financial |
£'000 |
£'000 |
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Revenue |
4,194 |
2,798 |
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Gross Profit |
1,659 |
1,408 |
Year End Position
As at 31 December 2025, the Group reported total assets less current liabilities of £4.1 million and net liabilities of £10.1 million. The net liability position primarily reflects the investment loan and accrued interest provided to the Group, consistent with the funding and continuing support of the Group’s investors.
Based on the Group’s liquidity, current trading performance and forecasts, the Directors consider that the trading performance of the subsidiary investments is sufficient to support the carrying value of those investments, and accordingly no impairment adjustments have been recognised.
Bar Bidco Limited
Strategic Report for the Year Ended 31 December 2025
Principal risks and uncertainties
Bar Bidco Limited’s risks pertain to the performance of the main trading subsidiary, the Barrister Group. Both the parent and subsidiary are governed by a risk register that is regularly reviewed and updated by both the Board and Senior Leadership team. Key risks are highlighted below:
Regulatory Risk
The Group operates in a regulated environment and is subject to oversight by the Bar Standards Board (BSB). Changes in regulatory requirements, or a failure to comply with existing regulations, could result in increased costs, reputational damage, or restrictions on the Group’s ability to operate. The Group seeks to mitigate this risk through ongoing engagement with the BSB and the operation of internal compliance monitoring processes.
Technology Risk
The Group relies on its technology platforms to differentiate its service offering and to support its various stakeholders. System failures, cybersecurity incidents, or delays in technology development could adversely affect operations and customer confidence. The Group mitigates these risks through appropriate information technology controls and security measures, and further reduced risk during the year by bringing software development capabilities in house.
Marketing Risk
The Group’s marketing strategy depends in part on third party digital platforms, including search engines. Changes in algorithms, advertising policies, or pricing structures could negatively impact customer acquisition or increase marketing expenditure. The Group mitigates this risk by diversifying marketing channels and monitoring marketing performance and effectiveness on an ongoing basis.
Liquidity and Funding Risk
The Group is exposed to liquidity risk arising from the timing differences between cash inflows and outflows, including the collection of income and settlement of operating costs and financing obligations. Cash flow forecasts are prepared and regularly updated, and liquidity is managed through active working capital controls and oversight by management and the Board.
The Directors have also received confirmation of ongoing financial support from the Group’s investors, who have indicated their intention to provide sufficient funding to enable the Group to meet its liabilities as they fall due.
Approved by the Board on
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Bar Bidco Limited
Directors' Report for the Year Ended 31 December 2025
The directors present their report and the consolidated financial statements for the year ended 31 December 2025. The comparative period was 8 months ending 31 December 2024.
Directors of the group
The directors who held office during the year were as follows:
Principal activity
The principal activity of the company is that of a holding company.
The company's subsidiaries provide various administrative services for barristers as well as marketing legal services and direct access to barristers.
Financial instruments
Objectives and policies
The company's only financial instruments are the investments it holds in its subsidiary companies.
The group's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for, and to finance, the group's operations.
Price risk, credit risk, liquidity risk and cash flow risk
The company has no exposure to price risk, credit risk, liquidity risk or cash flow risk.
Due to the nature of the financial instruments used by the group, there is no exposure to price risk.
In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the availability of an overdraft facility. The group makes use of deposit accounts to obtain a better rate of return on working capital and capital earmarked for specific trading activities.
Trade debtors are managed by policies concerning the credit offered to customers and regular monitoring of amounts outstanding.
Trade creditors liquidity risk is managed by ensuring that sufficient funds are available to meet amounts due for payment.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Bar Bidco Limited
Directors' Report for the Year Ended 31 December 2025
Future Developments
The future developments of the business are included within the strategic report.
Going concern
The group is has negative current and net liabilities due to the investment made in intangible assets and the way that the acquisitions were financed by way of long term loan notes, which are not repayable until 31 December 2028.
Management have prepared forecasts that show significant growth in the coming year due to the significant investments made to improve the technological offering and efficiency of the group.
The group has produced an EBITDA loss of £210,022 for the year compared with a positive EBITDA of £76,913 in the prior year.
Management have also received support from the wider group to fund the ongoing growth.
On this basis the accounts have been prepared on a going concern basis.
Approved by the Board on
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Bar Bidco Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Bar Bidco Limited
Independent Auditor's Report to the Members of Bar Bidco Limited
Opinion
We have audited the financial statements of Bar Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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.
Other matter
The opening position at 1 May 2024 relating to the consolidation of the comparative period is unaudited meaning that the comparative profit and loss account is also unaudited.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.
Bar Bidco Limited
Independent Auditor's Report to the Members of Bar Bidco Limited
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
In the light of our 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 and the Directors' Report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 6, 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 the 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 the parent company or to cease operations, or have no realistic alternative but to do so.
Bar Bidco Limited
Independent Auditor's Report to the Members of Bar Bidco Limited
Auditor 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:
The extent to which the audit was considered capable of detecting irregularities including fraud
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:
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the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
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we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |
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we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment and health and safety legislation; |
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we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
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identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
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making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
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considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we:
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performed analytical procedures to identify any unusual or unexpected relationships; |
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tested journal entries to identify unusual transactions; |
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assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
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investigated the rationale behind significant or unusual transactions. |
Bar Bidco Limited
Independent Auditor's Report to the Members of Bar Bidco Limited
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
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agreeing financial statement disclosures to underlying supporting documentation; and |
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enquiring of management as to actual and potential litigation and claims. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Goodwood House
Blackbrook Park Avenue
Somerset
TA1 2PX
Bar Bidco Limited
Consolidated Profit and Loss Account
for the Year Ended 31 December 2025
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2025 |
8 months ended 31 December |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Other operating income |
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Operating loss |
( |
( |
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Other interest receivable and similar income |
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Interest payable and similar charges |
( |
( |
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Loss before tax |
( |
( |
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Taxation |
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- |
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Loss for the financial year |
( |
( |
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Profit/(loss) attributable to: |
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Owners of the company |
( |
( |
Bar Bidco Limited
Consolidated Statement of Comprehensive Income
for the Year Ended 31 December 2025
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2025 |
2024 |
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Loss for the year |
( |
( |
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Total comprehensive income for the year |
( |
( |
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Total comprehensive income attributable to: |
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Owners of the company |
( |
( |
Bar Bidco Limited
(Registration number: 14792736)
Consolidated Balance Sheet as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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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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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
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Share premium reserve |
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Capital redemption reserve |
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Retained earnings |
( |
( |
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Equity attributable to owners of the company |
( |
( |
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Shareholders' deficit |
( |
( |
Approved and authorised by the
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Bar Bidco Limited
(Registration number: 14792736)
Balance Sheet as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Investments |
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Current assets |
|||
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Debtors |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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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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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
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Share premium reserve |
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Capital redemption reserve |
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Retained earnings |
( |
( |
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Shareholders' deficit |
( |
( |
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes as it prepares group accounts. The company made a loss after tax for the financial year of £1,702,593 (2024 - loss of £976,581).
Approved and authorised by the
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Bar Bidco Limited
Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2025
|
Share capital |
Share premium |
Capital redemption reserve |
Retained earnings |
Total |
Total equity |
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At 1 January 2025 |
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( |
( |
( |
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Loss for the year |
- |
- |
- |
( |
( |
( |
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New share capital subscribed |
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- |
- |
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At 31 December 2025 |
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|
( |
( |
( |
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Share capital |
Share premium |
Capital redemption reserve |
Retained earnings |
Total |
Total equity |
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At 1 May 2024 |
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- |
( |
( |
( |
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Loss for the year |
- |
- |
- |
( |
( |
( |
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New share capital subscribed |
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- |
- |
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Purchase of own share capital |
(474) |
(55,525) |
474 |
(474) |
(55,999) |
(55,999) |
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Other share capital movements |
(2,450) |
2,450 |
- |
- |
- |
- |
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At 31 December 2024 |
30,348 |
504,677 |
474 |
(6,714,375) |
(6,178,876) |
(6,178,876) |
Bar Bidco Limited
Statement of Changes in Equity
for the Year Ended 31 December 2025
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Share capital |
Share premium |
Capital redemption reserve |
Retained earnings |
Total |
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At 1 January 2025 |
|
|
|
( |
( |
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Loss for the year |
- |
- |
- |
( |
( |
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New share capital subscribed |
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- |
- |
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At 31 December 2025 |
|
|
|
( |
( |
|
Share capital |
Share premium |
Capital redemption reserve |
Retained earnings |
Total |
|
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At 1 January 2024 |
|
|
- |
|
|
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Loss for the year |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
|
Purchase of own share capital |
(474) |
(55,525) |
474 |
(474) |
(55,999) |
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Other share capital movements |
(2,450) |
2,450 |
- |
- |
- |
|
At 31 December 2024 |
30,348 |
504,677 |
474 |
(821,124) |
(285,625) |
Bar Bidco Limited
Consolidated Statement of Cash Flows
for the Year Ended 31 December 2025
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Note |
2025 |
8 months ended 31 December |
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Cash flows from operating activities |
|||
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Loss for the year |
( |
( |
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Adjustments to cash flows from non-cash items |
|||
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Depreciation and amortisation |
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Loss on disposal of tangible assets |
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- |
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Finance income |
( |
( |
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Finance costs |
|
|
|
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Income tax expense |
( |
- |
|
|
( |
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||
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Working capital adjustments |
|||
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(Increase)/decrease in trade debtors |
( |
|
|
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Increase/(decrease) in trade creditors |
|
( |
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Cash generated from operations |
|
|
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Income taxes received |
|
- |
|
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Net cash flow from operating activities |
|
|
|
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Cash flows from investing activities |
|||
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Interest received |
|
|
|
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Acquisitions of tangible assets |
( |
( |
|
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Proceeds from sale of tangible assets |
|
- |
|
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Acquisition of intangible assets |
( |
( |
|
|
Proceeds from sale of intangible assets |
|
- |
|
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Net cash flows from investing activities |
( |
( |
|
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Cash flows from financing activities |
|||
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Interest paid |
( |
( |
|
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Payments for purchase of own shares |
- |
( |
|
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Proceeds from other borrowing draw downs |
|
|
|
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Proceeds from issue of ordinary shares, net of issue costs |
25,000 |
99,059 |
|
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Net cash flows from financing activities |
( |
|
|
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Net decrease in cash and cash equivalents |
( |
( |
|
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Cash and cash equivalents at 1 January 2025 |
|
|
|
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Cash and cash equivalents at 31 December 2025 |
101,803 |
164,147 |
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Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
These financial statements are presented in Sterling (£).
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The group is has negative current and net liabilities due to the investment made in intangible assets and the way that the acquisitions were financed by way of long term loan notes, which are not repayable until 2030.
Management have prepared forecasts that show significant growth in the coming year due to the significant investments made to improve the technological offering and efficiency of the group.
The group has produced an EBITDA loss of £205,043 for the year compared with a positive EBITDA of £76,913 in the prior year.
Management have also received support from the wider group to fund the ongoing growth.
On this basis the accounts have been prepared on a going concern basis.
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
Turnover recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
Revenue earned in the Group's subsidiary Clerksroom Direct Limited is recognised when the service provided has been completed and funds have been received. Until this point, it is considered that the amount of revenue cannot be reliably measured.
Commission income in respect of the services the company provides to barristers in European Administration Limited is recognised at the point at which the barrister’s invoice is paid by their client. This is considered by management to be the point that the company has fulfilled its service obligations. Management do not believe that they have any right to income until all stages of the service the company provides are complete.
The Group also receives subscription revenue for the library service it offers and through MyBarrister Limited, this income is recognised over the term of the subscription.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current 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 group operates and generates taxable income.
Deferred income tax is recognised on timing differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the Group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within other debtors. Deferred tax assets and liabilities are only offset where there is a legally enforceable right and the deferred tax assets and liabilities are relating to taxes levied by the same tax authority.
Tangible assets
Tangible assets are stated at cost, less accumulated depreciation and accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
|
Asset class |
Depreciation method and rate |
|
Leasehold improvements |
5 years straight line |
|
Fixtures and fittings |
5 years straight line |
|
Office and Computer equipment |
5 years straight line |
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Development costs that are directly attributable to the design and testing of identifiable and unique products controlled by the Company are recognised as intangible assets when the following criteria are met:
1) it is technically feasible to complete the project so that it will be available for use;
2) management intends to complete the project and use or sell it;
3) there is an ability to use or sell the project;
4) it can be demonstrated how the project will generate probable future economic benefits;
5) adequate technical, financial and other resources to complete the development and to use or sell the project are available; and
6) the expenditure attributable to the project during its development can be reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Once a project is completed it is amortised over an estimated economic life with the charge included within administrative expenses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
5 years straight line |
|
Development costs |
5 years straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Assets held under hire purchase agreements are capitalised as tangible fixed assets with the future obligation being recognised as a liability. Finance costs are recognised in the Profit and Loss Account calculated at a constant periodic rate of interest over the term of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
Defined contribution pension obligation
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 payments obligations.
The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.
Financial instruments
Classification
Financial assets – trade and other debtors, accrued income, amounts owed by group undertakings and other debtors are basic financial instruments, and are debt instruments measured at amortised cost. Prepayments are not financial instruments.
Cash at bank – is classified as a basic financial instrument and is measured at face value.
Financial liabilities – trade creditors, amounts owed to group undertakings, bank loans, accrued expenses and other creditors are financial instruments, and are measured at amortised cost. Taxation and social security and corporation tax creditors are not included in the financial instruments disclosure definition.
Reserves
Called up share capital represents the nominal value of shares that have been issued.
Share premium account includes any premiums received on the issue of share capital. Transaction costs associated with the issuing of shares are deducted from the share premium.
Profit and loss account includes all current and prior period profits and losses.
Capital redemption reserve records the nominal value of shares repurchased by the company.
|
Key sources of estimation uncertainty |
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
Intangibles (goodwill on consolidation) - the carrying value of goodwill on consolidation is £4,236,437 with the group now three years through the five years amortisation period. Management believe based on forecasts for furture growth in the business that there is no impairment to the carrying value of this goodwill. The carrying amount is £4,236,437 (2024 - £7,054,427).
Intangibles (development costs) - the group capitalises costs relating to development activities when it reaches the criteria specified within section 18 of FRS 102. These are amortised over an estimated useful economic life. If a project that has been capitalised in a prior year and is no longer considered to be viable it is written off in full during the year. The carrying amount is £702,744 (2024 - £708,639).
Company investments - management have identified that there may be an impairment in the the company only balance sheet relating to the carrying value of investments in group companies. Management have carried out an impairment review using the fair value less costs to sell method which shows that the carrying value is not impaired.
Management accept that there is a high level of subjectivity in the forecasted EBITDA and the multiple used to generate this impairment review.. The carrying amount is £12,404,412 (2024 - £12,396,407).
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Sale of goods |
|
|
|
Operating loss |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Loss on disposal of property, plant and equipment |
|
- |
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
|
|
|
Other finance income |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest expense on other finance liabilities |
|
|
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
360,336 |
531,260 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax adjustment to prior periods |
( |
- |
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
- |
|
Tax receipt in the income statement |
( |
- |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Decrease in UK current tax from adjustment for prior periods |
( |
- |
|
Increase in UK current tax from unrecognised tax loss or credit |
|
|
|
Total tax credit |
( |
- |
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
|
Intangible assets |
Group
|
Goodwill |
Internally generated software development costs |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2025 |
|
|
|
|
Additions internally developed |
- |
|
|
|
Additions acquired separately |
|
- |
|
|
Disposals |
- |
( |
( |
|
At 31 December 2025 |
|
|
|
|
Amortisation |
|||
|
At 1 January 2025 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 31 December 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2025 |
|
|
|
|
At 31 December 2024 |
|
|
|
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Office and computer equipment |
Total |
|
|
Cost or valuation |
||||
|
At 1 January 2025 |
|
|
|
|
|
Additions |
- |
|
|
|
|
Disposals |
- |
( |
( |
( |
|
At 31 December 2025 |
|
|
|
|
|
Depreciation |
||||
|
At 1 January 2025 |
|
|
|
|
|
Charge for the period |
- |
|
|
|
|
Eliminated on disposal |
- |
( |
( |
( |
|
At 31 December 2025 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 December 2025 |
- |
|
|
|
|
At 31 December 2024 |
- |
|
|
|
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2025 |
|
|
Additions |
|
|
At 31 December 2025 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2025 |
|
|
At 31 December 2024 |
|
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
Same as company |
Ordinary shares |
|
|
|
|
Same as company |
Ordinary shares |
|
|
|
|
Same as company |
Ordinary shares |
|
|
|
Subsidiary undertakings |
|
European Administration Limited The principal activity of European Administration Limited is |
|
Clerksroom Direct Limited The principal activity of Clerksroom Direct Limited is |
|
Mybarrister Limited The principal activity of Mybarrister Limited is |
|
Debtors |
|
Group |
Company |
|||
|
Current |
2025 |
2024 |
2025 |
2024 |
|
Trade debtors |
|
|
- |
- |
|
Amounts owed by group undertakings |
- |
- |
459,896 |
1,507,241 |
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
- |
- |
|
Corporation tax |
|
|
- |
- |
|
|
|
|
|
|
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
|
- |
|
|
Amounts owed to group undertakings |
- |
- |
- |
1,268,340 |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other creditors |
|
|
|
|
|
|
Accrued expenses |
|
|
|
- |
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
The amounts owed to group undertakings and undertakings in which the company has a participating interest are repayable on demand, interest free and unsecured.
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 January 2025 |
|
|
|
Increase (decrease) in existing provisions |
( |
( |
|
At 31 December 2025 |
|
|
|
|
||
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
- |
|
|
2024 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
- |
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary A of £0.040 each |
200,000 |
8,000.00 |
200,000 |
8,000.00 |
|
Ordinary B1 of £0.100 each |
176,470 |
17,647.00 |
176,470 |
17,647.00 |
|
Ordinary B2 of £0.100 each |
2 |
0.20 |
2 |
0.20 |
|
Ordinary B3 of £0.100 each |
2 |
0.20 |
2 |
0.20 |
|
Ordinary B4 of £0.100 each |
980 |
98.00 |
980 |
98.00 |
|
Ordinary C1 of £0.100 each |
7,723 |
772.30 |
7,723 |
772.30 |
|
Ordinary C2 of £0.100 each |
29,671 |
2,967.10 |
27,486 |
2,748.60 |
|
Ordinary D of £0.100 each |
9,804 |
980.40 |
9,804 |
980.40 |
|
Ordinary E of £0.001 each |
117,568 |
117.57 |
101,090 |
101.09 |
|
542,220 |
30,583 |
523,557 |
30,348 |
|
During the year the company issued 2,185 C2 and 16,478 E shares with a total nominal value of £235 for total proceeds of £25,000.
Ordinary A, B1, B4, C1, C2 and D shares carry full voting, dividend and capital rights and are not redeemable. Ordinary B2, B3 and E shares have no voting, dividend or redemption rights but have the right to capital in a distribution other than a purchase by the company.
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Other borrowings |
|
|
|
|
Company
Other borrowings
Other loans are denominated in £ with a nominal interest rate of 12%, and the final instalment is due on 31 December 2028. The carrying amount at year end is £14,161,829 (2024 - £12,583,071).
Security has been provided by the company in respect of £13,672,717 (2024 - £12,148,486) of the other borrowings by way of fixed and floating charges over all assets of the company.
The interest charged by the loan note holders is added to the loan and compounded.
On 19 September 2024 the loan note holders listed £9,988,090 of their loan notes on The International Stock Exchange (TISE) (a leading European exchange headquartered in Guernsey).
The Authority is licensed by the Guernsey Financial Services Commission to operate an investment exchange under the Protection of Investors (Bailiwick of Guernsey) Law, 2020.
|
Related party transactions |
Group
Key management personnel
Management consider the directors to be the only key management personel. Their remuneration is disclosed in note 9 to the financial statements.
|
Transactions with directors |
|
2025 |
At 1 January 2025 |
Advances to director |
Repayments by director |
At 31 December 2025 |
|
E R Foges |
||||
|
Interest bearing loan |
|
|
( |
|
Bar Bidco Limited
Notes to the Financial Statements
for the Year Ended 31 December 2025
|
2024 |
At 1 January 2024 |
Advances to director |
Repayments by director |
At 31 December 2024 |
|
E R Foges |
||||
|
Interest bearing loan |
- |
|
( |
|
Summary of transactions with all entities with joint control or significant interest
The company has taken advantage of the exemption in FRS 102 paragraph 33.1A from disclosing transactions with wholly owned subsidfiaries.