HIVE TOPCO LIMITED

Company Registration Number:
09817326 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2022

Period of accounts

Start date: 1 January 2022

End date: 31 December 2022

HIVE TOPCO LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2022

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

HIVE TOPCO LIMITED

Directors' report period ended 31 December 2022

The directors present their report with the financial statements of the company for the period ended 31 December 2022

Principal activities of the company

The principal activity of the company is that of a holding company.

Additional information

Results and dividendsThe loss for the year, after taxation, amounted to £144,507 (2021 - £259,006).The directors do not recommend payment of a dividend for the year (2021 - £Nil).Qualifying third party indemnity provisionsThe company has put in place qualifying third party indemnity provisions for all of the directors of the companyand these were in force at the date of approval of this report.Going concernThe directors are confident that the company has adequate resources to continue in operation for theforeseeable future and for at least one year from the date of signing these financial statements. Although thecompany has net liabilities of £1,081,852 (2021 - £937,345), this is a result of the business model of the groupin which the company is a part of with the company being dependent on returns made by subsidiaryundertaking, Medius Software Limited. The company has an intercompany loan agreement totalling £5,755,190(plus accumulated interest) with a maturity date of 18 November 2024 and the company has receivedconfirmation from fellow group undertakings that they will not enforce repayment of intercompany loans to theextent that it would result in the company being unable to service its liabilities as they fall due for repayment.The directors after making enquiries, are comfortable that the company will be able to meet its liabilities as theyfall due and have a reasonable expectation that the company has adequate resources to continue in operationalexistence for the foreseeable future. Accordingly, they continue to prepare the financial statements on a goingconcern basis.Matters covered in the Strategic ReportDisclosures required under S416(4) of the Companies Act 2006 are commented upon in the Strategic Report asthe directors consider them to be of strategic importance to the company.Disclosure of information to auditorEach of the persons who are directors at the time when this Directors' Report is approved has confirmed that:- so far as the director is aware, there is no relevant audit information of which the company's auditor isunaware; and- the director has taken all the steps that ought to have been taken as a director in order to be aware of anyrelevant audit information and to establish that the company's auditor is aware of that information.AuditorThe auditor, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act2006.



Directors

The directors shown below have held office during the whole of the period from
1 January 2022 to 31 December 2022

Paul Ellis
Anders Fohlin
Konstantin Ludwig-Otto Graf VON BISMARCK-SCHÖNHAUSEN


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
21 June 2023

And signed on behalf of the board by:
Name: Anders Fohlin
Status: Director

HIVE TOPCO LIMITED

Profit And Loss Account

for the Period Ended 31 December 2022

2022 2021


£

£
Interest payable and similar charges: ( 144,507 ) ( 303,927 )
Profit(or loss) before tax: (144,507) (303,927)
Tax: 0 44,921
Profit(or loss) for the financial year: (144,507) (259,006)

HIVE TOPCO LIMITED

Balance sheet

As at 31 December 2022

Notes 2022 2021


£

£
Fixed assets
Investments: 3 135,689 135,689
Total fixed assets: 135,689 135,689
Current assets
Debtors: 4 3,238,014 3,238,014
Total current assets: 3,238,014 3,238,014
Creditors: amounts falling due within one year: 5 ( 1,420,904 ) ( 1,420,904 )
Net current assets (liabilities): 1,817,110 1,817,110
Total assets less current liabilities: 1,952,799 1,952,799
Creditors: amounts falling due after more than one year: 6 ( 3,034,651 ) ( 2,890,144 )
Total net assets (liabilities): (1,081,852) (937,345)
Capital and reserves
Called up share capital: 195,690 195,690
Profit and loss account: (1,277,542 ) (1,133,035 )
Total Shareholders' funds: ( 1,081,852 ) (937,345)

The notes form part of these financial statements

HIVE TOPCO LIMITED

Balance sheet statements

For the year ending 31 December 2022 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

This report was approved by the board of directors on 21 June 2023
and signed on behalf of the board by:

Name: Anders Fohlin
Status: Director

The notes form part of these financial statements

HIVE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Financial Reporting Standard 101

    Intangible fixed assets amortisation policy

    Financial liabilities which are neither contingent consideration of an acquirer in a businesscombination, held for trading, nor designated as at fair value through profit or loss are subsequentlymeasured at amortised cost using the effective interest method. This is a method of calculating theamortised cost of a financial liability and of allocating interest expense over the relevant period. Theeffective interest rate is the rate that exactly discounts estimated future cash payments through theexpected life of the financial liability, or where appropriate a shorter period, to the amortised cost of afinancial liability.

    Valuation information and policy

    Valuation of investmentsInvestments in subsidiaries are measured at cost less accumulated impairment.DebtorsShort term debtors are measured at amortised cost, less any impairment.Amounts owed by group undertakings are measured amortised cost, less any impairment. Amountsowed are interest-free and repayable on demand.Impairment losses for all classes of receivable are estimated using the general approach except fortrade debtors and contract assets where the simplified approach is used.Financial instrumentsThe company recognises financial instruments when it becomes a party to the contractualarrangements of the instrument. Financial instruments are de-recognised when they are dischargedor when the contractual terms expire. The company's accounting policies in respect of financialinstruments transactions are explained below:Financial assets and financial liabilities are initially measured at fair value.Creditors are recognised initially at fair value and subsequently measured at amortised cost usingthe effective interest method.

    Other accounting policies

    Basis of preparation of financial statementsThe financial statements have been prepared under the historical cost convention unless otherwisespecified within these accounting policies and in accordance with Financial Reporting Standard 101'Reduced Disclosure Framework' and the Companies Act 2006.The preparation of financial statements in compliance with FRS 101 requires the use of certaincritical accounting estimates. It also requires management to exercise judgement in applying thecompany's accounting policies (see note 3).The presentational and functional currency of these financial statements is GBP. Values arerounded to the nearest pound.The following principal accounting policies have been applied:Financial Reporting Standard 101 - reduced disclosure exemptionsThe Company has taken advantage of the following disclosure exemptions under FRS 101:- the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement- the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to presentcomparative information in respect of:- paragraph 79(a)(iv) of IAS 1;- paragraph 73(e) of IAS 16 Property, Plant and Equipment;- paragraph 118(e) of IAS 38 Intangible Assets;- the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D,111 and 134-136 of IAS 1 Presentation of Financial Statements- the requirements of IAS 7 Statement of Cash Flows- the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes inAccounting Estimates and Errors- the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures and- the requirements in IAS 24 Related Party Disclosures to disclose related party transactionsentered into between two or more members of a group, provided that any subsidiary which isa party to the transaction is wholly owned by such a member.In addition, and in accordance with FRS 101, further disclosure exemptions have been applied onthe basis that equivalent disclosures are included in the consolidated financial statements of MeflaAB These financial statements do not include certain disclosures in respect of:- Financial Instrument disclosures as required by IFRS 7 Financial Instruments: Disclosures.The financial statements of Mefla AB can be obtained from Mefla AB Bolagsverket 851, 81Sundsvall, Sweden.Impact of new international reporting standards, amendments and interpretationsThe accounting policies adopted are consistent with those of the previous financial year. Newstandards, amendments and interpretations which came into force during the year did not have asignificant impact on the financial statements.Exemption from preparing consolidated financial statementsThe company is a parent company that is also a subsidiary included in the consolidated financialstatements of a larger group by a parent undertaking established under the law of a state other thanthe United Kingdom and is therefore exempt from the requirement to prepare consolidated financialstatements under section 401 of the Companies Act 2006.Going concernThe directors are confident that the company has adequate resources to continue in operation forthe foreseeable future and for at least one year from the date of signing these financial statements.Although the company has net liabilities of £1,081,852 (2021 - £937,345), this is a result of thebusiness model of the group in which the company is a part of with the company being dependenton returns made by subsidiary undertaking, Medius Software Limited. The company has anintercompany loan agreement totalling £5,755,190 (plus accumulated interest) with a maturity dateof 18 November 2024 and the company has received confirmation from fellow group undertakingsthat they will not enforce repayment of intercompany loans to the extent that it would result in thecompany being unable to service its liabilities as they fall due for repayment.The directors after making enquiries, are comfortable that the company will be able to meet itsliabilities as they fall due and have a reasonable expectation that the company has adequateresources to continue in operational existence for the foreseeable future. Accordingly, they continueto prepare the financial statements on a going concern basis.Foreign currency translationForeign currency transactions are translated into sterling at the rates ruling when they occurred.Foreign currency monetary assets and liabilities are translated at the rates ruling at the Statement ofFinancial Position date. Any differences are taken to the Statement of Comprehensive Income.Finance costsFinance costs are charged to profit or loss over the term of the debt using the effective interestmethod so that the amount charged is at a constant rate on the carrying amount. Issue costs areinitially recognised as a reduction in the proceeds of the associated capital instrument.Financial assetsAll recognised financial assets are subsequently measured in their entirety at either fair value oramortised cost, depending on the classification of the financial assets.Financial liabilitiesAt amortised costFinancial liabilities which are neither contingent consideration of an acquirer in a businesscombination, held for trading, nor designated as at fair value through profit or loss are subsequentlymeasured at amortised cost using the effective interest method. This is a method of calculating theamortised cost of a financial liability and of allocating interest expense over the relevant period. Theeffective interest rate is the rate that exactly discounts estimated future cash payments through theexpected life of the financial liability, or where appropriate a shorter period, to the amortised cost of afinancial liability.Offsetting financial instrumentsFinancial assets and liabilities are offset and the net amount reported in the Statement of FinancialPosition when there is a legally enforceable right to offset the recognised amounts and there is anintention to settle on a net basis, or realise the asset and settle the liability simultaneously.CreditorsCreditors are obligations to pay for goods or services that have been acquired in the ordinary courseof business from suppliers.Creditors are recognised initially at fair value and subsequently measured at amortised cost usingthe effective interest method.Current and deferred taxationThe tax expense for the year comprises current and deferred tax. Tax is recognised in profit or lossexcept that a charge attributable to an item of income and expense recognised as othercomprehensive income or to an item recognised directly in equity is also recognised in othercomprehensive income or directly in equity respectively.The current income tax charge is calculated on the basis of tax rates and laws that have beenenacted or substantively enacted by the Statement of Financial Position date in the countries wherethe company operates and generates income.Deferred tax balances are recognised in respect of all timing differences that have originated but notreversed by the Statement of Financial Position date, except that:- The recognition of deferred tax assets is limited to the extent that it is probable that they will berecovered against the reversal of deferred tax liabilities or other future taxable profits; and- Any deferred tax balances are reversed if and when all conditions for retaining associated taxallowances have been met.Deferred tax balances are not recognised in respect of permanent differences except in respect ofbusiness combinations, when deferred tax is recognised on the differences between the fair valuesof assets acquired and the future tax deductions available for them and the differences between thefair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax isdetermined using tax rates and laws that have been enacted or substantively enacted by theStatement of Financial Position date.Judgements in applying accounting policies and key sources of estimation uncertaintyThe company make certain estimates and assumptions regarding the future. Estimates and judgementsare continually evaluated based on the historical experience and other factors, including expectations offuture events that are believed to be reasonable under the circumstances. In the future, actual experiencemay differ from these estimates and assumptions. The estimates and assumptions that have a significantrisk of causing a material adjustment to the carrying amounts of assets and liabilities within the nextfinancial year as discussed below:Other key sources of estimation uncertainty- Impairment of investmentsInvestments in subsidiaries are held at cost and are assessed for any indicators of impairment bythe directors.

HIVE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

  • 2. Employees

    2022 2021
    Average number of employees during the period 0 0

HIVE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

3. Fixed assets investments note

Fixed asset investments Investments in subsidiary companies (£)Cost and net book valueAt 1 January 2022 and at 31 December 2022 135,689Subsidiary undertakingsThe following were subsidiary undertakings of the company:Name Class of shares Holding Principal activityHive Bidco Limited Ordinary 100% Holding companyMedius Software Limited Ordinary 100%* Software providerThe registered office address of the above subsidiary undertakings is Grafton House, Grafton Street,Hyde, Cheshire, England, SK14 2AX.*The investment in Medius Software Limited is held through Hive Bidco Limited.

HIVE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

4. Debtors

2022 2021
£ £
Trade debtors 3,050,607 3,050,607
Other debtors 187,407 187,407
Total 3,238,014 3,238,014

Trade debtors are group undertakings

HIVE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

5. Creditors: amounts falling due within one year note

2022 2021
£ £
Trade creditors 1,420,904 1,420,904
Total 1,420,904 1,420,904

Trade creditors consists of group undertakings

HIVE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

6. Creditors: amounts falling due after more than one year note

2022 2021
£ £
Other creditors 3,034,651 2,890,144
Total 3,034,651 2,890,144

Amounts under "Other creditors" consists of group undertakings have a maturity date of 5 years to 18 November 2024. Repaymentis required at the maturity date with interest accrued at 5% per annum or such other rate as may be agreed from time to time between the borrower and lender

HIVE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

7. Loans to directors

The directors' remuneration is paid by the subsidiary company Medius Software Limited which makes no recharge to Hive Topco Limited.