Company registration number 16013260 (England and Wales)
Project Rita Bidco Ltd
Financial Statements
For the period ended 31 March 2026
Project Rita Bidco Ltd
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 6
Project Rita Bidco Ltd
Statement of financial position
As at 31 March 2026
31 March 2026
- 1 -
2026
Notes
£
£
Fixed assets
Investments
3
27,645,833
Current assets
-
Creditors: amounts falling due within one year
5
(374,375)
Net current liabilities
(374,375)
Total assets less current liabilities
27,271,458
Creditors: amounts falling due after more than one year
6
(29,880,029)
Net liabilities
(2,608,571)
Capital and reserves
Called up share capital
-
0
Profit and loss reserves
(2,608,571)
Total equity
(2,608,571)

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

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 5 October 2026 and are signed on its behalf by:
Mr A  Gunson
Director
Company registration number 16013260 (England and Wales)
Project Rita Bidco Ltd
Notes to the financial statements
For the period ended 31 March 2026
- 2 -
1
Accounting policies
Company information

Project Rita Bidco Ltd is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, Charter House, Woodlands Road, Altrincham, United Kingdom, WA14 1HF.

1.1
Reporting period

The financial statements represent a period covering 536 days. The financial statements have been prepared for an extended period due to it being the entities first financial statements prepared since incorporation, in addition to the desire by management to align the financial year end with other group entities. On this basis, the financial statements will not be entirely comparable (including related notes) with the subsequent financial period.

1.2
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Project Rita Bidco Ltd is a wholly owned subsidiary of Project Rita Midco Limited and the results of Project Rita Bidco Ltd are included in the consolidated financial statements of the ultimate parent company Project Rita Topco Limited which are available from First Floor, Charter House, Woodlands Road, Altrincham, United Kingdom, WA14 1HF.

1.3
Going concern

At the balance sheet date the company had net liabilities of £1,215,427. trueThe company's forecasts are accumulated into the group (headed by Project Rita Topco Limited) forecasts alongside the other companies within the group. The group has considerable financial resources together with forecast cash generation from operations. As a result, the Directors believe that the group is well placed to manage its business risks and have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. Accordingly they have adopted the going concern basis in preparing the financial statements.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

Project Rita Bidco Ltd
Notes to the financial statements (continued)
For the period ended 31 March 2026
1
Accounting policies
(Continued)
- 3 -
1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

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

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Project Rita Bidco Ltd
Notes to the financial statements (continued)
For the period ended 31 March 2026
1
Accounting policies
(Continued)
- 4 -
1.7
Equity instruments

Equity instruments issued by the company 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 company.

1.8
Employee benefits

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

 

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

 

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

1.9
Retirement benefits

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

2
Employees

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

2026
Number
Total
8
3
Fixed asset investments
2026
£
Shares in group undertakings and participating interests
27,645,833
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 11 October 2024
-
Additions
27,645,833
At 31 March 2026
27,645,833
Carrying amount
At 31 March 2026
27,645,833
Project Rita Bidco Ltd
Notes to the financial statements (continued)
For the period ended 31 March 2026
- 5 -
4
Subsidiaries

Details of the company's subsidiaries at 31 March 2026 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Digital Rewards Group Limited
England and Wales
Ordinary
100.00
-
Days Out LLC
USA
Ordinary
0
100.00
Kids Pass Limited
England and Wales
Ordinary
0
100.00
Popcorn Pass Limited
England and Wales
Ordinary
0
100.00
Popcorn Pass Rewards Limited
England and Wales
Ordinary
0
100.00
Kidspass Marketing Limited
England and Wales
Ordinary
0
100.00
5
Creditors: amounts falling due within one year
2026
£
Other loans
7
333,333
Accruals and deferred income
41,042
374,375
6
Creditors: amounts falling due after more than one year
2026
Notes
£
Other loans
7
4,500,000
Amounts owed to group undertakings
24,927,465
Other creditors
452,564
29,880,029
7
Loans and overdrafts
2026
£
Other loans
4,833,333
Payable within one year
333,333
Payable after one year
4,500,000
Project Rita Bidco Ltd
Notes to the financial statements (continued)
For the period ended 31 March 2026
7
Loans and overdrafts
(Continued)
- 6 -

Other loans are secured by a legal charge dated 5 March 2025 by TC Loans Limited, having a fixed and floating charge over the assets of the company and fellow group companies. This comprised of £1,500,000 of Facility A loan notes at SONIA + 6.25% interest rate, £3,500,000 of Facility B loan notes at SONIA + 6.50% interest rate and £500,000 of Revolving Credit Facility loan notes at SONIA + 6.25%.

 

On 5 March 2025, the company became party to a debenture by Maven Capital Partners UK LLP, having a fixed and floating charge over the assets of the fellow group companies, repayable in 2030.

 

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
Joanne Beamish ACA FCCA
Statutory Auditor:
DJH Audit Limited
Date of audit report:
6 October 2026
9
Related party exemption

The Company has taken advantage of the exemption available under FRS 102 Section 33.1a from disclosing transactions and outstanding balances with entities that are wholly owned members of the same group. Accordingly, transactions with, and balances due to or from, wholly owned subsidiary undertakings within the group have not been disclosed in these financial statements.

 

There were no related party transactions requiring disclosure other than those exempted under the above provision.

10
Parent company

The parent company of Project Rita Bidco Limited is Project Rita Midco Limited. Project Rita Topco Limited, being the ultimate holding company, prepares the consolidated financial statements which are available from First Floor, Charter House, Woodlands Road, Altrincham, United Kingdom, WA14 1HF.

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