Caseware UK (AP4) 2025.0.111 2025.0.111 2026-03-312026-03-312026-03-3100000Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at amortised cost) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. 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 amortised cost with the changes being recognised in the Consolidated Statement of Comprehensive Income. Where other financial assets are not publicly traded, hence their 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 Consolidated 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. 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 Consolidated 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 Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at amortised cost). 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 Consolidated Statement of Comprehensive Income. They are subsequently measured at fair value with changes in the Consolidated 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 Consolidated 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. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. 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Registered number: 16005430









MULTIVERSE (TOPCO) LIMITED









ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

 
MULTIVERSE (TOPCO) LIMITED
 
 
COMPANY INFORMATION


Directors
L M Clayfield (appointed 8 October 2024)
J Pickering (appointed 21 January 2025)
D Speed (appointed 1 February 2026)
D Torbet (appointed 8 October 2024)
S N Warriner (appointed 21 January 2025)
R J Sinclair (appointed 21 January 2025, resigned 1 September 2025)




Registered number
16005430



Registered office
12 Kirtley Drive

Nottingham

England

NG7 1LD




Independent auditors
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

Second Floor

Three Chamberlain Square

Birmingham

B3 3AX





 
MULTIVERSE (TOPCO) LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Balance Sheet
12
Company Balance Sheet
13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16 - 17
Consolidated Analysis of Net Debt
18
Notes to the Financial Statements
19 - 50


 
MULTIVERSE (TOPCO) LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

Introduction
 
The directors present their strategic report and consolidated financial statements for the 18 month period ended 31 March 2026.
The Company was incorporated on 8 October 2024. The financial statements have been prepared for 18 months, from the date of incorporation.

Business review
 
The principal activity of the Group is the provision of intelligence and investigation software, including case management, investigation tools, evidence analysis and storage, and operational support. Key sectors for the Group are Law Enforcement, Regulatory Bodies, Government departments and Private Sector businesses. The Group’s customers are largely in the UK, Australia and Canada.
The Group continues to invest in its suite of products and has a long-term roadmap to deliver new products/functionality to market and to enhance current customer offerings.
Headcount was 89 in the 18 month period to 31 March 2026; the Group ensures that skills and training are a key part of its business, as well as employee wellbeing. The Group has Great Place to Work status in the UK.

Principal risks and uncertainties
 
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.

Page 1

 
MULTIVERSE (TOPCO) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

Development and performance

Turnover for the 18 month period ended 31 March 2026 was £11,162,917, which delivered an operating loss of £8,306,156. EBITDA was £637,789. Net cash generated from operating activities during the 18 month period was £3,079,349.
The Company did not declare any dividends in the period ended 31 March 2026. 

Key performance indicators

Net assets of trading subsidiaries
                                                              FY26                           
                                                              £                                                  
Altia Solutions Limited                          2,761,119                
ABM Intelligence Limited                      1,633,008                  
Badger Software Limited                      671,663                  
United Kingdom total                         5,065,790                      
                                                              £                                    
Altia ABM Pty                                       (384,033)                
Australia total                                      (384,033)                  
                                                              £                                
Altia ABM Inc                                       (52,085)                         
Canada total                                        (52,085)                        
Excluding dormant and non-trading subsidiaries:
Altia Intel Inc
Aquila Intelligence Solutions Limited
Altia ABM Group Limited
Clover Bidco Limited
Xaltia Technology Limited

Other key performance indicators

The Company does not have any other performance indicators. 

Future developments

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.

Page 2

 
MULTIVERSE (TOPCO) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026


This report was approved by the board and signed on its behalf.





D Speed
Director

Date: 1 October 2026

Page 3

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

The directors present their report and the financial statements for the 18 month period ended 31 March 2026.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial period. 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 the Group and of the profit or loss of the Group for that period.

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


∙select suitable accounting policies for the Group'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 Group 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 Group and 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 Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Company is to act as a holding company of a group whose principal activity is the provision of intelligence and investigation software, including case management, investigation tools, evidence analysis and storage, and operational support. Key sectors for the Group are Law Enforcement, Regulatory Bodies, Government departments and Private Sector businesses. The Group’s customers are largely in the UK, Australia and Canada.

Results and dividends

The loss for the 18 month period, after taxation, amounted to £16,352,064. 

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

Page 4

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026


Directors

The directors who served during the 18 month period and up to the date of signing this report were:

L M Clayfield (appointed 8 October 2024)
J Pickering (appointed 21 January 2025)
D Speed (appointed 1 February 2026)
D Torbet (appointed 8 October 2024)
S N Warriner (appointed 21 January 2025)
R J Sinclair (appointed 21 January 2025, resigned 1 September 2025)

Directors' indemnity provision

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.

Going concern

The Directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.
The assessment is based on the Group's annual budget and longer-term strategic plan, which incorporate detailed revenue forecasts by product and geography, planned recruitment, operating expenditure and cash flow projections. Cash flow forecasts are monitored regularly and extend beyond twelve months from the date of approval of these financial statements. The Directors have also considered the Group's principal risks and uncertainties, including market competition, developments in artificial intelligence, cyber security risks and public sector spending pressures.
The Directors have reviewed forecast trading performance, liquidity and compliance with banking covenants and have performed sensitivity analysis on the underlying assumptions. Based on this assessment, the Directors have concluded that the Group will be able to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements and that no material uncertainties exist which may cast significant doubt on the Group's ability to continue as a going concern.
Accordingly, the financial statements have been prepared on the going concern basis.

Research and development activities

During the period, the Group continued to invest in the development and enhancement of its intelligence and investigation software solutions. Development activity focused on expanding product functionality, enhancing cloud-based capabilities and improving existing software platforms to meet the evolving requirements of customers across government, public sector and commercial markets. The Group will continue to invest in product innovation and technology development to support future growth and maintain its competitive position within its markets.

Page 5

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
∙so far as the directors are aware, there is no relevant audit information of which the Group and the Company's auditors are unaware, and

∙the directors have 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 Group and the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company and Group since the period end.

Auditors

The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 






D Speed
Director

Date: 1 October 2026

Page 6

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MULTIVERSE (TOPCO) LIMITED
 

Opinion

We have audited the financial statements of Multiverse (Topco) Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the period ended 31 March 2026 which comprise of the consolidated statement of comprehensive income, consolidated balance sheet, company balance sheet, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flow, consolidated analysis of net debt 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 Group's and of the Parent Company’s affairs as at 31 March 2026 and of the Group's loss for the period 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 consolidated 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.
Page 7

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MULTIVERSE (TOPCO) 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 period 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 Group and parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙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 4, 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.

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.
 
Page 8

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MULTIVERSE (TOPCO) LIMITED
 

Auditor's responsibilities for the audit of the financial statements (continued) 
 
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 Group and the parent Company and their 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 were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut off assertion), capitalisation and impairment of development costs, impairments of investments and goodwill 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.

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.
Page 9

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MULTIVERSE (TOPCO) LIMITED
 

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
Page 10

 
MULTIVERSE (TOPCO) LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

18 month period ended
31 March
2026
Note
£

  

Turnover
 4 
11,162,917

Cost of sales
  
(668,255)

Gross profit
  
10,494,662

Administrative expenses
  
(18,725,174)

Exceptional administrative expenses
 12 
(78,144)

Other operating income
  
2,500

Operating (loss)
 5 
(8,306,156)

Interest receivable and similar income
 9 
31,799

Interest payable and similar expenses
 10 
(9,979,218)

(Loss) before tax
  
(18,253,575)

Tax on (loss)
 11 
1,901,511

(Loss) for the financial 18 month period
  
(16,352,064)

Other comprehensive (expense) for the 18 month period
  

Currency translation differences
  
(30,513)

Other comprehensive (expense) for the 18 month period
  
(30,513)

Total comprehensive (expense) for the 18 month period
  
(16,382,577)

There were no recognised gains and losses for the 18 month period ended 31 March 2026 other than those included in the Consolidated Statement of Comprehensive Income.

The notes on pages 19 to 50 form part of these financial statements.

Page 11

 
MULTIVERSE (TOPCO) LIMITED
REGISTERED NUMBER: 16005430

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2026

31 March 2026
Note
£

Fixed assets
  

Intangible assets
 13 
74,196,334

Tangible assets
 14 
137,947

  
74,334,281

Current assets
  

Debtors: amounts falling due within one year
 16 
3,130,158

Cash at bank and in hand
 17 
1,947,165

  
5,077,323

Creditors: amounts falling due within one year
 18 
(10,291,072)

Net current (liabilities)
  
 
 
(5,213,749)

Total assets less current liabilities
  
69,120,532

Creditors: amounts falling due after more than one year
 19 
(77,431,469)

Provisions for liabilities
  

Deferred tax
 20 
(7,041,640)

  
 
 
(7,041,640)

Net (liabilities)
  
(15,352,577)


Equity
  

Called up share capital 
 21 
9,800

Share premium account
 22 
1,020,200

Profit and loss account
 22 
(16,382,577)

Total equity
  
(15,352,577)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





D Speed
Director

Date: 1 October 2026

The notes on pages 19 to 50 form part of these financial statements.

Page 12

 
MULTIVERSE (TOPCO) LIMITED
REGISTERED NUMBER: 16005430

COMPANY BALANCE SHEET
AS AT 31 MARCH 2026

31 March 2026
Note
£

Fixed assets
  

Investments
 15 
1

  
1

Current assets
  

Debtors: amounts falling due within one year
 16 
46,674,160

  
46,674,160

Creditors: amounts falling due within one year
 18 
(210,305)

Net current assets
  
 
 
46,463,855

Total assets less current liabilities
  
46,463,856

  

Creditors: amounts falling due after more than one year
  
(52,141,677)

  

Net (liabilities)
  
(5,677,821)


Equity
  

Called up share capital 
 21 
9,800

Share premium account
 22 
1,020,200

Profit and loss account
 22 
(6,707,821)

Total equity
  
(5,677,821)


As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The Company's loss for the 18 month period ended 31 March 2026 was £6,707,821. 
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





D Speed
Director

Date: 1 October 2026

The notes on pages 19 to 50 form part of these financial statements.

Page 13

 
MULTIVERSE (TOPCO) LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 8 October 2024
-
-
-
-


Comprehensive expense for the 18 month period

Loss for the 18 month period
-
-
(16,352,064)
(16,352,064)

Currency translation differences
-
-
(30,513)
(30,513)


Other comprehensive expense for the 18 month period
-
-
(30,513)
(30,513)


Total comprehensive expense for the 18 month period
-
-
(16,382,577)
(16,382,577)


Contributions by and distributions to owners

Shares issued during the 18 month period
9,800
1,020,200
-
1,030,000


Total transactions with owners
9,800
1,020,200
-
1,030,000


At 31 March 2026
9,800
1,020,200
(16,382,577)
(15,352,577)

The notes on pages 19 to 50 form part of these financial statements.

Page 14

 
MULTIVERSE (TOPCO) LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 8 October 2024
-
-
-
-


Comprehensive expense for the period

Loss for the 18 month period
-
-
(6,707,821)
(6,707,821)
Total comprehensive expense for the 18 month period
-
-
(6,707,821)
(6,707,821)


Contributions by and distributions to owners

Shares issued during the 18 month period
9,800
1,020,200
-
1,030,000


At 31 March 2026
9,800
1,020,200
(6,707,821)
(5,677,821)

The notes on pages 19 to 50 form part of these financial statements.

Page 15

 
MULTIVERSE (TOPCO) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

31 March 2026
£

Cash flows from operating activities

(Loss) for the financial 18 month period
(16,352,064)

Adjustments for:

Amortisation of intangible assets
8,877,537

Depreciation of tangible assets
66,408

Interest paid
9,979,218

Interest received
(31,799)

Taxation charge
(1,901,511)

(Increase) in debtors
(766,862)

Increase in creditors
3,274,527

Corporation tax (paid)/received
(66,105)

Net cash generated from operating activities

3,079,349


Cash flows from investing activities

Purchase of intangible fixed assets
(2,109,936)

Purchase of tangible fixed assets
(82,840)

Interest received
31,799

Acquisition of subsidiaries
(46,851,407)

Cash acquired on acquisition of subsidiaries
1,360,517

Net cash used in investing activities

(47,651,867)

Cash flows from financing activities

Issue of ordinary shares
1,030,000

New secured loans
13,418,553

Repayment of loans
(19,291,055)

Loan notes issued
7,717,565

Preference shares treated as debt issued
45,522,396

Interest paid
(1,847,263)

Net cash from financing activities
46,550,196

Net increase in cash and cash equivalents
1,977,678

Currency translation differences
(30,513)

Cash and cash equivalents at the end of 18 month period
1,947,165

Page 16

 
MULTIVERSE (TOPCO) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026


2026

£

Cash and cash equivalents at the end of 18 month period comprise:

Cash at bank and in hand
1,947,165

1,947,165

The notes on pages 19 to 50 form part of these financial statements.

Page 17

 
MULTIVERSE (TOPCO) LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026




Cash flows
Acquisition and disposal of subsidiaries
At 31 March 2026
£

£

£

Cash at bank and in hand

586,648

1,360,517

1,947,165

Debt due after 1 year

(77,431,469)

-

(77,431,469)


(76,844,821)
1,360,517
(75,484,304)

The notes on pages 19 to 50 form part of these financial statements.

Page 18

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

1.


General information

Multiverse (Topco) Limited ("the Company") is a private company limited by shares and incorporated in England and Wales, registered number 16005430. The registered office is 12 Kirtley Drive, Nottingham, England, NG7 1LD. The Company was incorporated on 8 October 2024. 
The principal activity of the Company is that of a holding company. The Group's principal activities comprise the development and sale of intelligence and investigation software, together with associated professional services and training.
The Group consists of Multiverse (Topco) Limited and all of its subsidiaries listed in note 15. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Business combinations

In the Company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired
is recognised as goodwill. The cost of the combination includes the estimated amount of contingent
consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill.

Page 19

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.3

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the Company Multiverse (Topco) Limited together with all entities controlled by the Company (its subsidiaries).
All financial statements are made up to 31 March 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

 
2.4

Going concern

The Directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.
The assessment is based on the Group's annual budget and longer-term strategic plan, which incorporate detailed revenue forecasts by product and geography, planned recruitment, operating expenditure and cash flow projections. Cash flow forecasts are monitored regularly and extend beyond twelve months from the date of approval of these financial statements. The Directors have also considered the Group's principal risks and uncertainties, including market competition, developments in artificial intelligence, cyber security risks and public sector spending pressures.
The Directors have reviewed forecast trading performance, liquidity and compliance with banking covenants and have performed sensitivity analysis on the underlying assumptions. Based on this assessment, the Directors have concluded that the Group will be able to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements and that no material uncertainties exist which may cast significant doubt on the Group's ability to continue as a going concern.
Accordingly, the financial statements have been prepared on the going concern basis.

  
2.5

Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the Consolidated Statement of Comprehensive Income.
Where subsidiaries have a functional currency which differs from the group's presentational currency, assets and liabilities for each relevant subsidiary are translated at the closing exchange rate prevailing at the reporting date. Income and expenses for each relevant subsidiary are translated at exchange rates at the dates of the transactions (unless this is impractical in which case the average rate in the period is used). All resulting exchange differences arising on the above translation are recognised in other comprehensive income.

Page 20

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)

  
2.6

Revenue

Revenue represents amounts receivable for software licences, software maintenance and support, installation services and software training and is stated net of VAT and trade discounts.
Revenue is recognised when it is probable that economic benefits will flow to the entity and the amount can be measured reliably. The Group applies the following principles:
• Professional Services and Training
Revenue from professional services and training contracts is recognised based on the stage of completion of the project at the reporting date. This reflects the transfer of services to the customer as work progresses, rather than at the point of invoicing.
• Measurement of Stage of Completion
Stage of completion is determined by reference to contract milestones or percentage of completion based on actual progress against agreed deliverables. The Group uses project tracking systems to monitor milestones and completion percentages. Revenue is recognised when each milestone is achieved and verified by project management.
• Deferred Income
Amounts invoiced in advance of milestone completion are recorded as deferred income within current liabilities until the related performance obligation is satisfied.
• Training Services
Revenue from training is recognised as sessions are delivered. Where training is sold as a package, revenue is apportioned based on the number of sessions completed at the reporting date.

 
2.7

Leases

Rentals payable under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term unless the rental payments are structured to increase in line with expected general inflation, in which case the Group recognises annual lease expenses equal to the amounts owed to the lessor. Any lease incentives are recognised over the lease term on a straight-line basis.

 
2.8

Research and development expenditure

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if enhancement activity criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 5 years. 
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 21

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.9

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.10

Interest receivable and similar income

Interest receivable and similar income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

 
2.11

Interest payable and similar expenses

Interest payable and similar expenses are charged to the Consolidated 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.

 
2.12

Borrowing costs

All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the period in which they are incurred.

 
2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income 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.

Page 22

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.14

Current and deferred taxation

The tax expense for the 18 month period comprises current and deferred tax. Tax is recognised in the Consolidated 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 and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


 
2.15

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 23

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.16

Intangible assets

Goodwill

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

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

Other intangible assets

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

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

Amortisation is charged on a straight-line basis to write off the cost of intangible assets, less any estimated residual value, over their expected useful economic lives as follows:

Brands
-
10 years
Intellectual property
-
20 years
Customer relationships
-
20 years
Goodwill
-
10 years
Development costs capitalised
-
3-5 years
Other intangibles and licences
-
3-5 years

 
2.17

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 24

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)


2.17
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant, machinery, fixtures and fittings
-
20-50% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

  
2.18

Fixed asset investments

In the Company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

  
2.19

Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income.

Page 25

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.20

Debtors

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.

  
2.21

Cash and cash equivalents

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

 
2.22

Creditors

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.

 
2.23

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at amortised cost) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 amortised cost with the changes being recognised in the Consolidated Statement of Comprehensive Income. Where other financial assets are not publicly traded, hence their value cannot be measured reliably, they are measured at cost less impairment.
 
Page 26

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)


2.23
Financial instruments (continued)

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 Consolidated 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.

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 Consolidated 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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at amortised cost). 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 Consolidated Statement of Comprehensive Income. They are subsequently measured at fair value with changes in the Consolidated Statement of Comprehensive Income.

Page 27

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

2.Accounting policies (continued)


2.23
Financial instruments (continued)

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 Consolidated 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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

  
2.24

Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

 
2.25

Dividends

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

Page 28

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
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.
Useful life of Goodwill
The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Goodwill is deemed to have a useful life of 10 years unless conditions are present that indicate that this is inappropriate. The expected useful life of the Goodwill is reviewed annually at each reporting date, unless circumstances arise to necessitate an in year review. This review requires judgements to be made regarding the longevity of value for those businesses whose acquisition generated Goodwill on an individual basis; specifically, 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.
Impairment of Goodwill and intangible assets
Goodwill and intangible assets are reviewed for impairment at each reporting date to assess whether any current or future events and circumstances indicate that their carrying values may not be recoverable, unless circumstances arise that necessitate an interim review. This assessment considers the existence of impairment indicators and the extent to which they may affect the recoverable amount of the relevant asset or cash-generating unit.

For goodwill, each entity within the Group to which goodwill relates is considered a separate cash-generating unit. The review requires judgement regarding the future performance and value-generating prospects of those businesses whose acquisition gave rise to goodwill. Key considerations include expected financial performance, investment requirements, customer satisfaction and retention trends, and changes in market conditions, including competitor activity. Where subsidiaries operate overseas, local economic and market conditions are also taken into account.

For other intangible assets, management considers whether there are indicators that the asset's future economic benefits may be lower than initially expected. This assessment requires judgement regarding the ongoing commercial viability of the underlying products, technologies, customer relationships or brands, together with expected future revenues, profitability and market developments associated with the asset. Where indicators of impairment exist, the recoverable amount of the asset is estimated and compared with its carrying value.
 
Page 29

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

3.Judgements in applying accounting policies (continued)

Intangible development costs capitalised
The judgement exercised by the directors regarding capitalisation of development costs relates to the assessment of the technical feasibility of completing the intangible asset, evaluation that the asset will generate probable future benefits, that there are sufficient resources to complete the asset, and that there is the ability to measure reliably the expenditure attributable to the asset during its development. This process is managed using internal systems that scope, manage and report on the activities undertaken on product development within the business.
In order to estimate the intangible development cost to be capitalised, the starting point is how product enhancements are scoped and designed in detail; within this, specific product functionality enhancements are managed with the Group's internal product management systems. Teams are assigned the specified work items to address, and each individual's effort is visible. Tasks are managed such that they are reviewed for completion and quality, before being signed off as complete. In order to estimate each individual's contribution their total hours are analysed to take account of non-capitalizable time such as annual leave, training and administration; the remaining productive time is then compared to their output on product enhancements and the split of their time between tasks is estimated on a percentage basis, noting that not all time spent is on enhancement activity (as some would be spent on remedial activities also). The overall analysis by individual is reviewed for reasonableness and consistency across the Technology team. The valuation of the time spent is done by using each individual's cost rate (i.e. Remuneration and employment taxes) to value their output in detail.
Carrying value of investments
As investments in subsidiaries (on Multiverse Topco Limited’s company balance sheet) 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.
Key area of judgement within the financial statements
Identification of acquired intangible assets during business combinations 
For business combinations, judgement is applied in determining the fair value of consideration transferred (including any deferred or contingent payments) and the fair value of the assets and liabilities acquired, including any separately identifiable Intangible Assets. Given the nature of the Group’s business, it is likely that software acquired can be separately identifiable and valued when the Group makes acquisitions. In which cases, the Group uses the most appropriate method to value acquired software.

Page 30

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

4.


Turnover

An analysis of turnover by class of business is as follows:


18 month period ended
31 March
2026
£

Turnover analysed by class of business

License and sale of investigation software
9,448,639

Professional services
1,307,068

Third party recharges
407,210

11,162,917


Analysis of turnover by country of destination:

18 month period ended
31 March
2026
£

United Kingdom
8,870,208

Australia
1,159,419

Canada
407,162

Rest of the world
726,128

11,162,917


Page 31

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

5.


Operating (loss)

The operating (loss) is stated after charging:

18 month period ended
31 March
2026
£

Research & development charged as an expense
284,624

Exchange differences
152,360

Other operating lease rentals
77,345

Depreciation expense
66,408

Amortisation expense
8,877,537


6.


Auditors' remuneration

During the 18 month period, the Group obtained the following services from the Company's auditors:


18 month period ended
31 March
2026
£

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements
113,651

Fees payable to the Company's auditors in respect of:

All non-audit services not included above
30,498

Page 32

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

7.


Employees

Staff costs, including directors' remuneration, were as follows:


18 month period ended
31 March 2026
£



Wages and salaries
5,174,696

Social security costs
792,863

Cost of defined contribution scheme
268,641

6,236,200

The average monthly number of employees, including directors, during the period ended 31 March 2026 was 89. 


8.


Directors' remuneration

18 month period ended
31 March 2026
£



Directors' emoluments
823,739

Group contributions to defined contribution pension schemes
38,492

862,231

During the 18 month period ended 31 March 2026 retirement benefits were accruing to 5 directors in respect of defined contribution pension schemes. 
The highest paid director received remuneration of £311,719 for the 18 month period ended 31 March 2026. 
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9,702 for the 18 month period ended 31 March 2026. 

Page 33

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

9.


Interest receivable and similar income

18 month period ended
31 March
2026
£


Other interest receivable
31,799

31,799


10.


Interest payable and similar expenses

18 month period ended
31 March
2026
£


Loan notes interest payable
1,512,674

Loan interest payable
1,847,263

Interest on preference shares
6,619,281

9,979,218

Page 34

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

11.


Taxation


18 month period ended
31 March
2026
£

Corporation tax


Current tax on profits for the period
(530,191)

Adjustments in respect of previous periods
21,534


(508,657)


Total current tax
(508,657)

Deferred tax


Origination and reversal of timing differences
(1,392,854)

Total deferred tax
(1,392,854)


Tax on (loss)
(1,901,511)
Page 35

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026
 
11.Taxation (continued)

Factors affecting tax charge for the 18 month period

The tax assessed for the 18 month period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

18 month period ended
31 March
2026
£


(Loss) on ordinary activities before tax
(18,253,575)


(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(4,563,394)

Effects of:


Fixed asset differences
696

Expenses not deductible for tax purposes
3,121,408

R&D expenditure credits
91,891

Other permanent differences
(3,113)

Adjustments to tax charge in respect of prior periods
(297,139)

Foreign tax credits
12,452

Adjustments to tax charge in respect of prior periods - deferred tax
29,671

RDEC 2026 repayment
(64,951)

Other differences leading to an increase (decrease) in the tax charge
224,703

Movement in deferred tax recognised
(453,735)

Total tax credit for the 18 month period
(1,901,511)

Factors that may affect future tax charges

There were no factors that may affect future tax charges. 
Page 36

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

12.


Exceptional items

18 month period ended
31 March
2026
£


Accession fees
78,144

The exceptional item relates to one-off professional and legal fees incurred in connection with the Company's accession to the Group's financing arrangements. Due to the non-recurring nature of these costs, they have been presented separately as exceptional items.

Page 37
 


 
MULTIVERSE (TOPCO) LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026


13.


Intangible assets


Group





Brands
Intellectual property
Customer relationships
Development costs capitalised
Other intangibles and licences
Goodwill
Total

£
£
£
£
£
£
£


Cost

At 8 October 2024
-
-
-
-
-
-
-

Arising on business combination
10,860,000
18,097,000
5,092,000
-
335,617
46,896,677
81,281,294


Additions
-
-
-
1,787,892
322,044
-
2,109,936



At 31 March 2026

10,860,000
18,097,000
5,092,000
1,787,892
657,661
46,896,677
83,391,230



Amortisation

At 8 October 2024
-
-
-
-
-
-
-

Charge for the period
1,291,304
1,075,891
302,732
506,480
124,922
5,576,208
8,877,537

Arising on business combination
-
-
-
-
317,359
-
317,359



At 31 March 2026

1,291,304
1,075,891
302,732
506,480
442,281
5,576,208
9,194,896



Net book value



At 31 March 2026
9,568,696
17,021,109
4,789,268
1,281,412
215,380
41,320,469
74,196,334



Page 38
 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

14.


Tangible fixed assets

Group



Plant, machinery, fixtures and fittings

£



Cost


Acquired on business combination
558,278


Additions 
82,840



At 31 March 2026

641,118



Depreciation


Acquired on business combination
436,763


Charge for the period
66,408



At 31 March 2026

503,171



Net book value



At 31 March 2026
137,947






Page 39

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost 


At 8 October 2024
-


Additions
1



At 31 March 2026
1




Page 40

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Clover Bidco Limited*
12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD
Intermediate investment holding company.
Ordinary
100%
Altia Solutions Limited*
Tay House, 300 Bath Street, Glasgow, G2 4JR
Development and sale of investigation software.
Ordinary
100%
ABM Intelligence Limited*
12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD
Development and sale of investigation software.
Ordinary
100%
Altia-ABM Group Limited*
12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD
Intermediate investment holding company.
Ordinary
100%
Altia-ABM Pty Limited*
Level 12, 440 Collins Street, Melbourne, VIC 3000, Australia
Development and sale of investigation software.
Ordinary
100%
Altia-ABM Inc*
2425 Mathesor Boulevard East, 8th Floor, Mississauga, Toronto, Ontario, L4W 5K4, Canada
Development and sale of investigation software.
Ordinary
100%
Xaltia Technology Limited*
12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD
Dormant
Ordinary
100%
VeriSaaS Pty Limited*
Level 12, 440 Collins Street, Melbourne, VIC 3000, Australia
Development and sale of investigation software.
Ordinary
100%
Inverted Solutions Pty Ltd*
Level 12, 440 Collins Street, Melbourne, VIC 3000, Australia
Intermediate holding company.
Ordinary
100%
Badger Software Limited*
12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD
Development and sale of investigation software.
Ordinary
100%
Aquila Intelligence Solutions Limited*
C/O Altia Solutions Limited, Tay House, 300 Bath Street, Glasgow, G2 4JR
Development and sale of investigation software.
Ordinary
100%
Altia Intel Inc*
19W West 34th Street, 1018, New York, NY 10001, United States of America
Non-trading cost centre.
Ordinary
100%
Page 41

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026
Subsidiary undertakings (continued)


Name

Registered office

Principal activity

Class of shares

Holding

Clover Topco Limited*
12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD
Intermediate investment holding company.
Ordinary
100%
Multiverse (Bidco) Limited*
12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD
Holding company.
Ordinary
100%
Multiverse (Midco 2) Limited*
12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD
Holding company.
Ordinary
100%
Multiverse (Midco 1) Limited
12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD
Holding company.
Ordinary
100%

*indirectly held.

Page 42

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 March 2026 and the profit or loss for the 18 month period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Clover Bidco Limited*
(5,755,159)
(32,720)

Altia Solutions Limited*
2,761,119
916,411

ABM Intelligence Limited*
1,633,008
561,905

Altia-ABM Group Limited*
410
-

Altia-ABM Pty Limited*
(384,033)
16,816

Altia-ABM Inc*
(6,060)
(3,755)

Xaltia Technology Limited*
1
-

VeriSaaS Pty Limited*
-
-

Inverted Solutions Pty Ltd*
1
-

Badger Software Limited*
671,663
182,793

Aquila Intelligence Solutions Limited*
-
-

Altia Intel Inc*
(52,085)
145,778

Clover Topco Limited*
21,314
-

Multiverse (Bidco) Limited*
(1,147,308)
(1,147,309)

Multiverse (Midco 2) Limited*
(78,143)
(78,144)

Multiverse (Midco 1) Limited
(1,235,535)
(1,235,536)


16.


Debtors

Group
Company
31 March 2026
31 March 2026
£
£


Trade debtors
1,905,010
-

Amounts owed by group undertakings
-
46,593,367

Other debtors
429,514
47,430

Prepayments and accrued income
230,309
3,849

Tax recoverable
565,325
-

Deferred taxation
-
29,514

3,130,158
46,674,160


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

Page 43

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

17.


Cash and cash equivalents

Group
Company
31 March 2026
31 March 2026
£
£

Cash at bank and in hand
1,947,165
-

1,947,165
-



18.


Creditors: Amounts falling due within one year

Group
Company
31 March 2026
31 March 2026
£
£

Trade creditors
473,934
9,249

Amounts owed to group undertakings
-
201,056

Other taxation and social security
754,566
-

Other creditors
45,517
-

Accruals and deferred income
9,017,055
-

10,291,072
210,305


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

Page 44

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

19.


Creditors: Amounts falling due after more than one year

Group
Company
31 March 2026
31 March 2026
£
£

Bank loans
13,418,553
-

Loan notes
11,871,239
-

Preference shares treated as debt
52,141,677
52,141,677

77,431,469
52,141,677


During the period, Multiverse (Bidco) Limited acquired a secured term loan maturing on 20 January 2031. Interest is charged at a variable rate of 4.5% plus daily SONIA. The loan is repayable in full on maturity. The facility contains customary covenant provisions, including an equity cure mechanism permitting shareholder equity injections in specified circumstances. The Group is in compliance with the covenants in place and is expected to be in the future.
The loan notes bear interest at 12% per annum and are repayable seven years from issue or upon redemption or an exit event. The loan notes are unsecured and redeemable for cash in accordance with the terms of the agreement.
Included within Preference shares treated as debt is £6,619,281 of accrued interest.



20.


Deferred taxation


Group



31 March 2026


£






At beginning of period
-


Credited to the Consolidated Statement of Comprehensive Income
1,392,854


Arising on business combinations
(8,434,494)



At end of period
(7,041,640)

Page 45

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026
 
20.Deferred taxation (continued)

Company


31 March 2026


£






At beginning of period
-


Credited to the Statement of Comprehensive Income
29,514



At end of period
29,514

Group
Company
31 March 2026
31 March 2026
£
£

Accelerated capital allowances
(727,236)
-

Short term timing differences
288,517
29,514

Losses and other deductions
982,229
-

Deferred tax on assets acquired
(7,585,150)
-

(7,041,640)
29,514

Page 46

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

21.


Share capital

31 March 2026
£
Shares classified as equity

Allotted, called up and fully paid


743,129 A1 Ordinary shares of £0.01 each
7,431
36,871 B1 Ordinary shares of £0.01 each
369
200,000 C Ordinary shares of £0.01 each
2,000

9,800


On 8 October 2024, the Company was incorporated with an issued share capital comprising 100 A Ordinary shares of £0.01 each.
On 21 January 2025, the existing A Ordinary shares were redesignated as A1 Ordinary shares and the Company allotted 743,029 A1 Ordinary shares, 36,871 B1 Ordinary shares and 150,000 C Ordinary shares.
On 6 March 2026, the Company allotted a further 50,000 C Ordinary shares of £0.01 each for cash.
A1 Ordinary and B1 Ordinary shares carry full voting rights and rank pari passu in respect of dividends and distributions. C Ordinary shares do not carry voting rights but rank pari passu with the ordinary shares in respect of dividends and distributions.


22.


Reserves

Share premium account

The Share premium account represents amounts paid for the Company's share capital in excess of its par value.

Profit and loss account

The Profit and loss account represents accumulated total comprehensive income/(expenditure) less dividends and other distributions made. 

Page 47

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

23.
 

Business combinations

On 21 January 2025, Multiverse (Bidco) Limited acquired 100% of the issued share capital of Clover Topco Limited and its subsidiary undertakings. The acquisition has been accounted for using the acquisition method. 

Acquisition of Clover Topco Limited and its 100% owned subsidiaries

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
121,515
-
121,515

Intangible
16,777,700
(16,759,442)
18,258

16,899,215
(16,759,442)
139,773

Current Assets

Debtors
1,866,488
(68,517)
1,797,971

Cash at bank and in hand
1,298,901
61,616
1,360,517

Total Assets
20,064,604
(16,766,343)
3,298,261

Creditors

Due within one year
(7,829,216)
803,234
(7,025,982)

Due after more than one year
(19,291,055)
-
(19,291,055)

Deferred taxation
(191,824)
269,330
77,506

Total Identifiable net liabilities
(7,247,491)
(15,693,779)
(22,941,270)

Assets and liabilities recognised on consolidation

Brands
10,860,000

Intellectual property
18,097,000

Customer relationships
5,092,000

Deferred tax
(8,512,000)

Goodwill
46,896,677

Total purchase consideration
49,492,407

Page 48

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

23.Business combinations (continued)

Consideration

£


Cash
43,278,000

Loan notes
2,641,000

Directly attributable costs
3,573,407

Total purchase consideration
49,492,407

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
43,278,000

Directly attributable costs
3,573,407

46,851,407

Less: Cash and cash equivalents acquired
(1,360,517)

Net cash outflow on acquisition
45,490,890

Management assessed the fair values of the identifiable assets and liabilities acquired at the acquisition date. Fair value adjustments were recognised where considered appropriate in accordance with FRS 102.

The goodwill arising on acquisition is attributable to the expected future profitability of the acquired businesses, the assembled workforce and the anticipated benefits from future product development and growth opportunities.


24.


Pension commitments

The Group operates a defined contribution pension scheme. The pension cost charge represents the contributions payable by the Group to the fund and amounted to £268,641. Contributions totalling £45,517 were payable to the fund at the balance sheet date and are included in creditors. 

Page 49

 
MULTIVERSE (TOPCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2026

25.


Commitments under operating leases

At 31 March 2026 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

31 March 2026
Group
£


Not later than 1 year
83,840

Later than 1 year and not later than 5 years
96,384

Later than 5 years
-

180,224


26.


Outstanding charges and security interests

The Group 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 Group's assets and undertakings, including its investment in subsidiary undertakings.  


27.


Related party transactions

The Group has taken advantage of the exemption available in FRS 102 paragraph 33.1A whereby it has not disclosed transactions between wholly owned undertakings within the Group.


28.


Post balance sheet events

There have been no significant events affecting the Company and Group since the period end.


29.


Controlling party

The ultimate controlling party is Bowmark Capital LLP. The registered office of Bowmark Capital LLP is One, Eagle Place, London, SW1Y 6AF. 

Page 50