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Registered number: 12999125
CLOVER BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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CLOVER BIDCO LIMITED
COMPANY INFORMATION
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Mr D Speed (appointed 1 February 2026)
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Mr R J Sinclair (resigned 1 September 2025)
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Mr S N Warriner (resigned 30 June 2025)
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12 Castlebridge Office Village
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Chartered Accountants & Statutory Auditor
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CLOVER BIDCO LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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CLOVER BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The directors present the strategic report for the year ended 31 March 2026.
The prior period financial statements were prepared for the 15 month period ended 31 March 2025 and the current period financial statements are for the year ended 31 March 2026. Therefore the prior period financial results are not directly comparable.
The principal activity of the Company is that of a holding company within the Multiverse (Topco) Limited Group, which provides intelligence and investigation software to government, public and private sectors.
The trading subsidiaries saw a growth in headcount and international operations. The trading performance of those subsidiaries (listed in note 11) is reported within their individual statutory accounts and in the Multiverse (Topco) Limited consolidated accounts at 31 March 2026.
As of 21 January 2025, the group was acquired by Multiverse (Bidco) Limited. This change in ownership provides further investment into the group to enable the group to continue to grow and expand into new markets.
Principal risks and uncertainties
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Cashflow risk
The Group's principal customer base is the public sector, which carries a low risk of payment default. Notwithstanding this, the Group monitors cash availability on a weekly basis and prepares a rolling 16-week cashflow forecast, which is reported to the Directors alongside monthly management accounts.
Exchange rate risk
The Group's overseas subsidiaries give rise to exposure to exchange rate fluctuations. This exposure is closely managed by the finance department as part of the weekly cash forecasting process.
Credit risk
The nature of the Group's customer base means credit risk is minimal. Outstanding debts are reviewed weekly by the finance department, and credit checks are performed on new customers outside the public sector.
Interest rate risk
The Group's external debt exposes it to the risk of rising interest rates. The Group maintains a long-range forecast that monitors debt servicing costs and models a range of interest rate scenarios.
Inflation risk
Inflation is incorporated into the Group's long-range forecast modelling. The Group's exposure to inflation is driven predominantly by the UK economic environment, reflecting the concentration of its cost base and operations in the UK, with the principal exposures being wage inflation and the cost of IT infrastructure.
Cyber risk
The Group is exposed to the risk of adverse cyber-related events, including data breaches, ransomware attacks, IT system failures, and non-compliance with regulatory requirements in this area. The Group holds ISO27001 accreditation and applies this framework to identify, assess and manage such risks, supplemented by external advisors and tools as required. Cyber and IT risks are captured in a detailed risk register, which is reviewed and reported to the Directors on a monthly basis. The Group continues to invest in IT and cyber security, holding Cyber Essentials and Cyber Essentials Plus certifications, and requires all employees to complete training in this area upon joining and on an ongoing basis.
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CLOVER BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Development and performance
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The net loss before tax for the year ended 31 March 2026 of £468,455 (15 month period ended 31 March 2025: £2,734,282) is in line with expectations.
The Company did not declare any dividends in the year ended 31 March 2026 (15 month period ended 31 March 2025: £Nil).
Key performance indicators
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Net assets of trading subsidiaries
FY26 FY25
£ £
Altia Solutions Limited 2,761,119 1,844,708
ABM Intelligence Limited 1,633,008 1,071,101
Badger Software Limited 671,663 488,870
United Kingdom total 5,065,790 3,404,679
£ £
Altia ABM Pty (384,033) (360,954)
Australia total (384,033) (360,954)
£ £
Altia ABM Inc (52,085) (205,832)
Canada total (52,085) (205,832)
Excluding dormant and non-trading subsidiaries:
Altia Intel Inc
Aquila Intelligence Limited
Altia ABM Group Limited
Xaltia Technology Limited
Other key performance indicators
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The Company is an investment holding company and does not have any other performance indicators.
The Group will continue to develop its products and functionality in line with its long-term product roadmap, including further cloud capability for existing products and enhancements to product functionality. The Group's business development strategy is focused on maximising its core market opportunity, expanding the range of products and services offered to existing customers, and acquiring new customers. The Group will continue to grow its presence in Australia and Canada, and is also evaluating opportunities for expansion into the United States, identified as a key growth market, within a carefully considered investment and payback framework. Employee experience will remain an integral part of the Group's operations.
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CLOVER BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
This report was approved by the board and signed on its behalf.
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CLOVER BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The directors present their report and the financial statements for the year ended 31 March 2026.
The prior period financial statements were prepared for the 15 month period ended 31 March 2025 and the current period financial statements are for the year ended 31 March 2026. Therefore the prior period financial results are not directly comparable.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £32,720 (15 month period ended 31 March 2025 - loss of £2,838,051).
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who served during the year and to the date of signing were:
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Mr D Speed (appointed 1 February 2026)
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Mr R J Sinclair (resigned 1 September 2025)
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Mr S N Warriner (resigned 30 June 2025)
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CLOVER BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Directors' indemnity provision
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The Company has put in place qualifying third-party indemnity provisions for the benefit of its Directors. These indemnities were in force during the financial period and remained in force at the date of approval of the financial statements.
The Company will continue as an investment holding entity for the foreseeable future.
The Directors have prepared a going concern assessment based on cashflow forecasts prepared for the Group, of which the Company is a part, which gives the directors reasonable confidence that the group and the Company will have adequate resources to meet operating liabilities as they fall due for the foreseeable future.
This Company does not generate its own operational cashflows. The directors of the Company have therefore obtained a letter of support from the ultimate parent, Multiverse Topco Limited, which confirms that the ultimate parent will provide financial support to the Company for a period of at least 12 months from the approval of these financial statements, to enable the Company to meet its liabilities as they fall due.
On the basis of the group's assessment and support, the directors have adopted the going concern basis of accounting in preparing the annual financial Statements.
Economic impacts of global events
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UK businesses are currently facing many uncertainties such as the consequences of environmental sustainability and geopolitical events. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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CLOVER BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
This report was approved by the board and signed on its behalf.
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CLOVER BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLOVER BIDCO LIMITED
Opinion
We have audited the financial statements of Clover Bidco Limited (the ‘Company’) for the year ended 31 March 2026 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 March 2026 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report and financial statements, 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.
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CLOVER BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLOVER BIDCO LIMITED
Other information (continued)
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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CLOVER BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLOVER BIDCO LIMITED
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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to the impairment of investments and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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CLOVER BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLOVER BIDCO LIMITED
Auditor's responsibilities for the audit of the financial statements (continued)
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 the audit 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.
Elisa Howe (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
Second Floor
Three Chamberlain Square
Birmingham
B3 3AX
1 October 2026
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CLOVER BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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15 month period ended
31 March 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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There was no other comprehensive income for the year ended 31 March 2026 (15 month period ended 31 March 2025: £Nil).
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The notes on pages 14 to 27 form part of these financial statements.
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CLOVER BIDCO LIMITED
REGISTERED NUMBER: 12999125
BALANCE SHEET
AS AT 31 MARCH 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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CLOVER BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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Comprehensive income for the 15 month period
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Loss for the 15 month period
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Comprehensive income for the year
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The notes on pages 14 to 27 form part of these financial statements.
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Clover Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD.
The Company changed its reporting period to end 31 March 2025 in the prior reporting period to align with the wider group. The prior reporting period covered 15 months, therefore, comparative amounts presented in the financial statements (including the related notes) are not entirely comparable to the year ended 31 March 2026.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements are prepared in Sterling, which is considered to be the functional currency of the Company, and are rounded to the nearest £1.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Multiverse (Topco) Limited as at 31 March 2026 and these financial statements may be obtained from Companies House.
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The Directors have prepared a going concern assessment based on cashflow forecasts prepared for the Group, of which the Company is a part, which gives the directors reasonable confidence that the group and the Company will have adequate resources to meet operating liabilities as they fall due for the foreseeable future.
This Company does not generate its own operational cashflows. The directors of the Company have therefore obtained a letter of support from the ultimate parent, Multiverse Topco Limited, which confirms that the ultimate parent will provide financial support to the Company for a period of at least 12 months from the approval of these financial statements, to enable the Company to meet its liabilities as they fall due.
On the basis of the group's assessment and support, the directors have adopted the going concern basis of accounting in preparing the annual financial Statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'administrative expenses'.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.
Investments in subsidiaries are measured at cost less accumulated impairment.
The investments in subsidiaries have been assessed for impairment. In assessing whether there have been any indicators of impairment, the directors have considered both external and internal sources of information. Material impairments have not been identified during the current financial period in respect of the investments in subsidiaries.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the Statement of Comprehensive Income. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the Statement of Comprehensive Income. They are subsequently measured at fair value with changes in the Statement of Comprehensive Income.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the Statement of Comprehensive Income. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company's accounting policies, the directors are required to make estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Impairment of investments
As investments in subsidiaries are measured at cost less accumulated impairment, the existence and extent of impairment is reviewed at each reporting date unless circumstances arise to necessitate an in-year review. There is judgement required in this review in assessing the future value of the subsidiaries, considering their future financial performance, product investment required, customer satisfaction/retention trends and dynamics in market conditions such as competitor products. Where those subsidiaries are overseas, local market conditions are also considered.
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The operating loss is stated after charging:
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15 month period ended
31 March 2025
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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During the year, the Company obtained the following services from the Company's auditors:
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15 month period ended
31 March 2025
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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Staff costs, including directors' remuneration, were as follows:
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15 month period ended
31 March 2025
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The average monthly number of employees, including the directors, during the year was as follows:
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15 month period ended
31 March 2025
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Average number of employees
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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15 month period ended
31 March 2025
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No directors' emoluments were paid or accrued during the year. In the prior year, directors' emoluments related to one director only, with the remuneration of the remaining directors borne by another group entity and no recharge is made to the Company as their role is considered inconsequential to their wide role.
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Interest receivable and similar income
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15 month period ended
31 March
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Other interest receivable
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Interest payable and similar expenses
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15 month period ended
31 March 2025
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15 month period ended
31 March
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Current tax on profits for the year/15 month period
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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Tax on loss for the year/15 month period
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
10.Taxation (continued)
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Factors affecting tax charge for the year/15 month period
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The tax assessed for the year ended 31 March 2026 is lower than (15 month period ended 31 March 2025 - higher than) the standard rate of corporation tax in the UK of 25% (15 month period ended 31 March 2025 -25%). The differences are explained below:
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15 month period ended
31 March
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (15 month period ended 31 March 2025 - 25%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of previous periods - deferred tax
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Other timing differences leading to an increase (decrease) in taxation
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Movement in deferred tax recognised
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Total tax (credit)/charge for the year/15 month period
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Factors that may affect future tax charges
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There are no factors affecting future tax charges.
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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ABM intelligence Limited*
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Xaltia Technology Limited*
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Inverted Solutions Pty Limited*
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Aquila Intelligence Solutions Limited
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*Indirectly held
Registered office addresses (all UK unless otherwise indicated):
1. 12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD
2. Tay House, 300 Bath Street, Glasgow, G2 4JR
3. 2425 Mathesor Boulevard East, 8th Floor, Mississauga, Toronto, Ontario, L4W 5K4, Canada
4. Level 12, 440 Collins Street, Melbourne, VIC 3000, Australia
5. 19W West 34th Street, 1018, New York, NY 10001, United States of America
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.
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Credited to the Statement of Comprehensive Income
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
14.Deferred taxation (continued)
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The deferred tax asset is made up as follows:
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Losses and other deductions
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Allotted, called up and fully paid
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18,278 (2025 - 18,278) Ordinary shares of £1.00 each
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Profit and loss account
The profit and loss account represents reserves that have accumulated through the normal course of trade.
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Outstanding charges and security interests
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The Company has granted fixed and floating charges in favour of Santander UK plc, as security trustee for the secured parties, in connection with the Group's financing arrangements. The security includes a charge over substantially all of the Company's assets and undertaking, including its investment in subsidiary undertakings.
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Related party transactions
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The Company has taken advantage of the paragraph 33.1A exemption available in FRS 102 whereby it has not disclosed transactions with the immediate parent or any wholly owned undertaking of the group.
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Post Balance Sheet events
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There are no significant events affecting the Company following the period end.
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CLOVER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Ultimate controlling party
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The immediate parent undertaking is Clover Topco Limited, a company registered in England and Wales. The registered office of Clover Topco Limited is 12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD. The accounts of Clover Topco Limited can be obtained from the Registrar of Companies, Crown Way, Cardiff, CF14 3UZ.
The ultimate parent company is Multiverse (Topco) Limited, a company registered in England and Wales. The registered office for Multiverse (Topco) Limited is 12 Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD. The accounts of Multiverse (Topco) can be obtained from the Registrar of Companies, Crown Way, Cardiff, CF14 3UZ.
The ultimate controlling party is Bowmark Capital LLP. The registered office of Bowmark Capital LLP is One, Eagle Place, London, SW1Y 6AF. The accounts of Bowmark Capital LLP can be obtained from the Registrar of Companies, Crown Way, Cardiff, CF14 3UZ.
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