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REGISTERED NUMBER: 09261945 (England and Wales)















TOP UP RESOURCES LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD

31 JANUARY 2021 TO 29 JANUARY 2022






TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 3 to 5

Income Statement 6

Statement of Financial Position 7

Statement of Changes in Equity 8

Notes to the Financial Statements 9 to 12


TOP UP RESOURCES LIMITED

COMPANY INFORMATION
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022







DIRECTORS: A E Day
R Hancox
L S Juniper
S J King



REGISTERED OFFICE: Wool Hall Farm
Cross Gate
Wykeham
Spalding
Lincolnshire
PE12 6HW



REGISTERED NUMBER: 09261945 (England and Wales)



AUDITORS: Duncan & Toplis Limited, Statutory Auditor
Enterprise Way
Pinchbeck
Spalding
Lincolnshire
PE11 3YR



SOLICITORS: Roythornes LLP
Enterprise Way
Pinchbeck
Spalding
Lincolnshire
PE11 3YR

TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945)

REPORT OF THE DIRECTORS
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

The directors present their report with the financial statements of the company for the period 31 January 2021 to 29 January 2022.

PRINCIPAL ACTIVITY
The principal activity of the company in the period under review was that of the provision of driver services.

DIRECTORS
The directors shown below have held office during the whole of the period from 31 January 2021 to the date of this report.

A E Day
R Hancox
L S Juniper
S J King

DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
Under section 487(2) of the Companies Act 2006, Duncan & Toplis Limited will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the register, whichever is earlier.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





S J King - Director


9 August 2022

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TOP UP RESOURCES LIMITED

Opinion
We have audited the financial statements of Top Up Resources Limited (the 'company') for the period ended 29 January 2022 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 29 January 2022 and of its 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 Auditors' 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.

Emphasis of matter
We draw attention to note 2 to the financial statements which explains that the directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 2. Our opinion is not modified in respect of this matter.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, 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; or
- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TOP UP RESOURCES LIMITED


Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page two, 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 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 either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards.

We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.

The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit.

This included the identification and testing of unusual material journal entries and Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations and Employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management, and inspection. This inspection included a group level detailed walkthrough of Health and Safety controls and external audits in the year. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TOP UP RESOURCES LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Alistair Main FCA (Senior Statutory Auditor)
for and on behalf of Duncan & Toplis Limited, Statutory Auditor
Enterprise Way
Pinchbeck
Spalding
Lincolnshire
PE11 3YR

9 August 2022

TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945)

INCOME STATEMENT
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
Notes £    £   

TURNOVER 2,367,726 6,019,641

Cost of sales 2,160,245 5,479,260
GROSS PROFIT 207,481 540,381

Administrative expenses 274,174 389,133
(66,693 ) 151,248

Other operating income - (141 )
OPERATING (LOSS)/PROFIT 4 (66,693 ) 151,107

Interest receivable and similar income - 15
(LOSS)/PROFIT BEFORE TAXATION (66,693 ) 151,122

Tax on (loss)/profit 134 28,883
(LOSS)/PROFIT FOR THE FINANCIAL PERIOD (66,827 ) 122,239

TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945)

STATEMENT OF FINANCIAL POSITION
29 JANUARY 2022

2022 2021
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 5 - 2,662

CURRENT ASSETS
Debtors 6 21,018 348,619
Cash at bank 153,261 246,442
174,279 595,061
CREDITORS
Amounts falling due within one year 7 3,881 360,498
NET CURRENT ASSETS 170,398 234,563
TOTAL ASSETS LESS CURRENT LIABILITIES 170,398 237,225

CAPITAL AND RESERVES
Called up share capital 8 1 1
Retained earnings 170,397 237,224
SHAREHOLDERS' FUNDS 170,398 237,225

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

The financial statements were approved by the Board of Directors and authorised for issue on 9 August 2022 and were signed on its behalf by:





R Hancox - Director


TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945)

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

Called up
share Retained Total
capital earnings equity
£    £    £   

Balance at 2 February 2020 1 114,985 114,986

Changes in equity
Total comprehensive income - 122,239 122,239
Balance at 30 January 2021 1 237,224 237,225

Changes in equity
Total comprehensive income - (66,827 ) (66,827 )
Balance at 29 January 2022 1 170,397 170,398

TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

1. STATUTORY INFORMATION

Top Up Resources Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
As set out in the Directors' report, due to the company ceasing to trade, the directors have decided to prepare the financial statements on a basis other than that of a going concern. In adopting this basis at the year end the following policies and procedures were implemented.
- at 29 January 2022 all fixed assets are considered as realisable, hence reclassified as current assets
- all assets have been disclosed at values at which they are expected to be realised
- all liabilities reflect the full amount at which they are expected to materialise

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 presentational and functional currency of the entity is Great British Pound Sterling.

The following principal accounting policies have been applied.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty
Some of the amounts included in the financial statements involve the use of judgement and/or estimation. These judgements and estimates are based on the director's prior experiences and using their best knowledge of the relevant facts and circumstances. Actual results may differ from the amounts included in the financial statements. Information about such judgements and estimations is included in the accounting policies and/or notes to the accounts. The key areas are summarised below;

Judgements in applying accounting policies
- The directors must judge whether all of the conditions required for the turnover to be recognised in profit and loss for the financial year, as set out in revenue note above, have been met.

Sources of estimation uncertainty
- Bad debt provision is reviewed on a client by client basis and estimated based on the likelihood of debt being recovered.
- Depreciation and amortisation rates are based on estimates of the useful economic lives and residual values of the assets involved.

Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue from a contract to provide services is recognised in the period in which the services are provided.

TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets under the cost model, other than investment properties, 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.

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

Depreciation is provided on the following basis;

Office equipment - 33% straight line

The assets' residual values, useful economic 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 disposal are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive income.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Operating leases
Rentals paid under operating leases are charged to the Statement of Comprehensive income on a straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the period until the date the rent is expected to be adjusted to the prevailing market rate.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

2. ACCOUNTING POLICIES - continued

Provisions for liabilities
Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Comprehensive income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Going concern
The company has made the decision to cease trading and will transfer the remaining business to a fellow group company effective 29 January 2022. The directors have therefore considered it appropriate to prepare the financial statements on a basis other than going concern.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the period was 30 (2021 - 58 ) .

4. OPERATING (LOSS)/PROFIT

The operating loss (2021 - operating profit) is stated after charging:

Period Period
31.1.21 2.2.20
to to
29.1.22 30.1.21
£    £   
Depreciation - owned assets - 1,108

5. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 31 January 2021 12,337
Disposals (12,337 )
At 29 January 2022 -
DEPRECIATION
At 31 January 2021 9,675
Eliminated on disposal (9,675 )
At 29 January 2022 -
NET BOOK VALUE
At 29 January 2022 -
At 30 January 2021 2,662

TOP UP RESOURCES LIMITED (REGISTERED NUMBER: 09261945)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 31 JANUARY 2021 TO 29 JANUARY 2022

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Trade debtors 12,868 127,497
Amounts owed by group undertakings 6,721 220,792
VAT 1,429 -
Deferred tax asset
Accelerated capital allowances - 134
Prepayments and accrued income - 196
21,018 348,619

Trade debtors are stated after a provision of £1,500 (2020 - £1,500).

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Trade creditors - 63,517
Amounts owed to group undertakings - 143,211
Taxation and social security 775 62,021
Other creditors 3,106 91,749
3,881 360,498

8. CALLED UP SHARE CAPITAL


Allotted, issued and fully paid:
Number: Class: Nominal 2022 2021
value: £    £   
1 Ordinary £1 1 1

9. RELATED PARTY DISCLOSURES

As a wholly owned subsidiary of Fidelis Holdings Limited, the company is exempt from the requirements of FRS 102 to disclose transactions with other member of the group of companies headed by Fidelis Holdings Limited on the grounds that consolidated accounts are publicly available from Companies House.

10. ULTIMATE CONTROLLING PARTY

The ultimate parent undertaking of this company is Fidelis Holdings Limited.

Fidelis Holdings Limited is the company's controlling related party by virtue of its 100% shareholding in Freshlinc Group Limited, which in turn owns 100% of the share capital in Topup Resources Limited. The Board of Directors of Fidelis Holdings Limited are considered to be the company's ultimate controlling related party by virtue of of their directorships of and shareholdings in Fidelis Holdings Limited, the ultimate parent undertaking.