Patron Topco Limited
Annual Report and Financial Statements
For the period ended 31 December 2023
Company Registration No. 14364806 (England and Wales)
Patron Topco Limited
Company Information
Directors
P Cowan
(Appointed 2 December 2022)
P Reilly
(Appointed 2 December 2022)
G Tsangarides
(Appointed 20 September 2022)
C Smeaton
(Appointed 2 December 2022)
Company number
14364806
Registered office
6 Valentine Place
London
England
SE1 8QH
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Patron Topco Limited
Contents
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Group Profit and Loss Account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 36
PATRON TOPCO LIMITED
Patron Topco Limited
STRATEGIC REPORT
For the period ended 31 December 2023
Page 1

The directors present the strategic report for the period ended 31 December 2023.

Review of the business

Since the incorporation of Patron TopCo limited on 20 September 2022, the Company has acquired the businesses of The Client Relationship Consultancy Group Limited and The Customer Relationship Consultancy Limited.

 

The principal activities of these companies is the provision of consultancy and survey services to customers globally.

 

Across the period, the Group delivered turnover of £13.4m and adjusted EBITDA of -£295k as shown below:

 

Loss for the period

(£2,133,811)

(Add back:

 

Depreciation

£194,851

Amortisation

£294,372

Interest income and paid

£993,649

Taxation

£14,891

Exceptional items

£340,761

 

 

Adjusted EBITDA

(£295,287)

 

The principal risks that the group faces are rising costs, retention of key staff, maintaining its competitive advantage and foreign exchange risk.

 

Investment in technology infrastructure across the period and in 2024 is key to ensure that the Group are able to manage growth without losing service levels or operational efficiency and the business is able to continue to expand to meet client demand.

 

The Group’s exposure to currency risk is managed whenever possible by conducting transactions in same currency as the staff and costs associated to those engagements. Fluctuation in rates is closely managed to ensure that risk exposure is minimised.

The UK and US offices provide the foundation of the Group, along with our associates globally, building on the reputation and expertise that the subsidiaries have built up as a market leading specialist service provider.

 

The Group will continue to invest in quality staff, technology, research and development in order to be at the forefront of the Consultancy Services Sector for all target markets.

On behalf of the board

G Tsangarides
Director
27 August 2024
PATRON TOPCO LIMITED
Patron Topco Limited
DIRECTORS' REPORT
For the period ended 31 December 2023
Page 2

The directors present their annual report and financial statements for the period ended 31 December 2023.

Principal activities

The principal activity of the group is the provision of consultancy and survey services. The business continues to grow in strength, both in the UK and USA.

Results and dividends

The results for the period are set out on page 8.

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

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

P Cowan
(Appointed 2 December 2022)
P Reilly
(Appointed 2 December 2022)
G Tsangarides
(Appointed 20 September 2022)
C Smeaton
(Appointed 2 December 2022)
Auditor

Moore Kingston Smith LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
G Tsangarides
Director
27 August 2024
Patron Topco Limited
Directors' Responsibilities Statement
For the period ended 31 December 2023
Page 3

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Patron Topco Limited
Independent Auditor's Report
To the Members of Patron Topco Limited
Page 4
Opinion

We have audited the financial statements of Patron TopCo Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise and notes to the financial statements, including 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:

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 group and parent 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 group's and parent 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 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.

 

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.

Patron Topco Limited
Independent Auditor's Report (Continued)
To the Members of Patron Topco Limited
Page 5

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the 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:

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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 group's and parent 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 group or parent 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.

Patron Topco Limited
Independent Auditor's Report (Continued)
To the Members of Patron Topco Limited
Page 6

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Patron Topco Limited
Independent Auditor's Report (Continued)
To the Members of Patron Topco Limited
Page 7

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Esther Carder (Senior Statutory Auditor)
For and on behalf of Moore Kingston Smith LLP
27 August 2024
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
Patron Topco Limited
Group Profit and Loss Account
For the period ended 31 December 2023
Page 8
Period
ended
31 December
2023
Notes
£
Turnover
3
13,445,219
Cost of sales
(410,613)
Gross profit
13,034,606
Administrative expenses
(14,180,680)
Other operating income
20,803
Operating loss
5
(1,125,271)
Interest receivable and similar income
9
5,868
Interest payable and similar expenses
10
(999,517)
Loss before taxation
(2,118,920)
Tax on loss
11
(14,891)
Loss for the financial period
(2,133,811)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
Patron Topco Limited
Group Statement of Comprehensive Income
For the period ended 31 December 2023
Page 9
Period
ended
31 December
2023
£
Loss for the period
(2,133,811)
Other comprehensive loss
Currency translation loss taken to retained earnings
(156,697)
Total comprehensive loss for the period
(2,290,508)
Total comprehensive loss for the period is all attributable to the owners of the parent company.
Patron Topco Limited
Group Balance Sheet
As at 31 December 2023
Page 10
2023
Notes
£
£
Fixed assets
Goodwill
12
2,425,772
Tangible assets
13
191,203
2,616,975
Current assets
Debtors
15
1,300,219
Cash at bank and in hand
3,385,710
4,685,929
Creditors: amounts falling due within one year
16
(1,720,422)
Net current assets
2,965,507
Total assets less current liabilities
5,582,482
Creditors: amounts falling due after more than one year
17
(7,673,718)
Provisions for liabilities
Provisions
19
94,391
(94,391)
Net liabilities
(2,185,627)
Capital and reserves
Called up share capital
21
104,881
Profit and loss reserves
(2,290,508)
Total equity
(2,185,627)
The financial statements were approved by the board of directors and authorised for issue on 27 August 2024 and are signed on its behalf by:
27 August 2024
G Tsangarides
Director
PATRON TOPCO LIMITED
Patron Topco Limited
COMPANY BALANCE SHEET
As at 31 December 2023
31 December 2023
Page 11
2023
Notes
£
£
Current assets
Debtors
15
778,893
Creditors: amounts falling due within one year
16
(8,349)
Net current assets
770,544
Creditors: amounts falling due after more than one year
17
(816,750)
Net liabilities
(46,206)
Capital and reserves
Called up share capital
21
104,881
Profit and loss reserves
(151,087)
Total equity
(46,206)

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 year was £151,087.

The financial statements were approved by the board of directors and authorised for issue on 27 August 2024 and are signed on its behalf by:
27 August 2024
G Tsangarides
Director
Company registration number 14364806 (England and Wales)
PATRON TOPCO LIMITED
Patron Topco Limited
GROUP STATEMENT OF CHANGES IN EQUITY
For the period ended 31 December 2023
Page 12
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 20 September 2022
-
-
-
Period ended 31 December 2023:
Loss for the period
-
(2,133,811)
(2,133,811)
Other comprehensive income:
Currency translation differences
-
(156,697)
(156,697)
Total comprehensive income
-
(2,290,508)
(2,290,508)
Issue of share capital
21
104,881
-
104,881
Balance at 31 December 2023
104,881
(2,290,508)
(2,185,627)
Patron Topco Limited
Company Statement of Changes in Equity
For the period ended 31 December 2023
Page 13
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 20 September 2022
-
-
-
Period ended 31 December 2023:
Profit and total comprehensive income
-
(151,087)
(151,087)
Issue of share capital
21
104,881
-
104,881
Balance at 31 December 2023
104,881
(151,087)
(46,206)
Patron Topco Limited
Group Statement of Cash Flows
For the period ended 31 December 2023
Page 14
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
887,705
Interest paid
(972,549)
Income taxes paid
(378,498)
Net cash outflow from operating activities
(463,342)
Investing activities
Purchase of business
(3,773,757)
Cash acquired on acquisition
4,153,563
Purchase of tangible fixed assets
248,194
Interest received
5,868
Net cash generated from/(used in) investing activities
633,868
Financing activities
Proceeds from issue of shares
104,881
Issue of loan notes
3,267,000
Net cash generated from/(used in) financing activities
3,371,881
Net increase in cash and cash equivalents
3,542,407
Cash and cash equivalents at beginning of period
-
Effect of foreign exchange rates
(156,697)
Cash and cash equivalents at end of period
3,385,710
Patron Topco Limited
Notes to the Group Financial Statements
For the period ended 31 December 2023
Page 15
1
Accounting policies
Company information

Patron TopCo Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6 Valentine Place, London, England, SE1 8QH.

 

The group consists of Patron TopCo Limited and all of its subsidiaries.

1.1
Reporting period
The company was incorporated on 20 September 2022. Therefore, the company and the group's financial statements are presented for the period from the incorporation to 31 December 2023.
1.2
Accounting convention

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.

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.

1.3
Business combinations

In the parent 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, joint ventures and associates 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 or negative goodwill.

Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
1
Accounting policies
(Continued)
Page 16
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Patron TopCo Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. 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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

The Group made a loss of £2.1m in the period and had net liabilities of £2.2m and cash reserves of £3.4m. The underlying annual trade is profitable when adjusted for December loss, due to seasonality of trade, and after removing exception items, depreciation and amortisation.

 

The group is forecasted to generate EBITDA of £1.4m for the year ending 31 December 2024 and has current assets from inception and forecasted for this to be the case in all projections. A firm focus on expanding the work we do with our current customers as well as growing the customer base and cost restraint, as well as improving our technology, is expected to increase profitability of the group in the short term and meet the liabilities as they become due.

 

The largest long-term liabilities are held with the shareholders of the group who are fully engaged with the transformation undertaken during 2024. The directors have prepared projections and forecasts for a period of 12 months from the date of approval of these financial statements which indicate that the group will continue to trade and generate positive cash balances. The directors continue to monitor the business performance and are confident that the group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have prepared the financial statements on a going concern basis.

 

Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
1
Accounting policies
(Continued)
Page 17
1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed 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, 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.

1.8
Intangible fixed assets other than goodwill

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 combinations 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 recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
25% straight line
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
1
Accounting policies
(Continued)
Page 18

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
Written down over the term of the lease (10 years)
Plant and equipment
33% straight line
Fixtures, fittings, tolls and equipment
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities 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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
1
Accounting policies
(Continued)
Page 19
1.11
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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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 profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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 profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
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.

1.13
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
1
Accounting policies
(Continued)
Page 20
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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 group 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 group 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.

Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
1
Accounting policies
(Continued)
Page 21
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.14
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.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
1
Accounting policies
(Continued)
Page 22
1.16
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.17
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.

1.18
Retirement benefits

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

Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
1
Accounting policies
(Continued)
Page 23
1.19
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.20
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 profit or loss.

Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
Page 24
2
Judgements 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue recognition

Revenue from contracts is assessed on an individual basis with revenue earned being ascertained based on the stage of completion of the contract which is estimated using a combination of the milestones in the contract and the time spent to date compared to the total time expected to be required to undertake the contract. Estimates of the total time required to undertake the contracts are made on a regular basis and subject to management review.

Depreciation

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 12 for the carrying amount of the property, plant and equipment and note 1.9 for the useful economic lives for each class of asset.

Amortisation

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See note 11 for the carrying amount of the intangible assets and notes 1.7 and 1.8 for the useful economic lives for each class of asset.

3
Turnover and other revenue
2023
£
Turnover analysed by class of business
Rendering of services
13,445,219
Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
3
Turnover and other revenue
(Continued)
Page 25
2023
£
Turnover analysed by geographical market
UK
5,486,894
USA
3,350,511
Rest of the world
4,607,814
13,445,219
2023
£
Other revenue
Interest income
5,868
4
Exceptional item
2023
£
Expenditure
Exceptional Item
340,761
340,761

At the year ending 31 December 2023, the exceptional items mainly relate to redundancy costs and costs in relation to the acquisitions in the period.

5
Operating loss
2023
£
Operating loss for the period is stated after charging:
Exchange losses
9,779
Fees payable to the group's auditor for the audit of the group's financial statements
37,570
Depreciation of owned tangible fixed assets
194,851
Amortisation of intangible assets
294,372
Operating lease charges
397,815
Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
Page 26
6
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
37,570
Audit of the financial statements of the company's subsidiaries
73,800
111,370
For other services
Taxation compliance services
13,370
7
Employees

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

Group
Company
2023
2023
Number
Number
92
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
7,882,308
-
0
Social security costs
668,432
-
Pension costs
271,601
-
0
8,822,341
-
0
8
Directors' remuneration
2023
£
Remuneration for qualifying services
746,854
Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
8
Directors' remuneration
(Continued)
Page 27
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
£
Remuneration for qualifying services
272,606
9
Interest receivable and similar income
2023
£
Interest income
Interest on bank deposits
1,259
Other interest income
4,609
Total income
5,868
10
Interest payable and similar expenses
2023
£
Interest on financial liabilities measured at amortised cost:
Interest on convertible loan notes
26,968
Other interest on financial liabilities
972,549
999,517
11
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
14,402
Adjustments in respect of prior periods
489
Total current tax
14,891
Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
11
Taxation
(Continued)
Page 28

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2023
£
Loss before taxation
(2,118,920)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50%
(497,946)
Non-deductible expenses
46,997
Tax effect of utilisation of tax losses
462,059
Foreign exchange differences
3,781
Taxation charge
14,891
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 20 September 2022
-
0
Additions
2,720,144
At 31 December 2023
2,720,144
Amortisation and impairment
At 20 September 2022
-
0
Amortisation charged for the period
294,372
At 31 December 2023
294,372
Carrying amount
At 31 December 2023
2,425,772
The company had no intangible fixed assets at 31 December 2023.
Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
Page 29
13
Tangible fixed assets
Group
Leasehold land and buildings
Computer equipment
Total
£
£
£
Cost
At 20 September 2022
-
0
-
0
-
0
Additions
39,800
208,394
248,194
Business combinations
80,332
57,528
137,860
Disposals
-
0
(64,317)
(64,317)
At 31 December 2023
120,132
201,605
321,737
Depreciation and impairment
At 20 September 2022
-
0
-
0
-
0
Depreciation charged in the period
24,394
170,457
194,851
Eliminated in respect of disposals
-
0
(64,317)
(64,317)
At 31 December 2023
24,394
106,140
130,534
Carrying amount
At 31 December 2023
95,738
95,465
191,203
The company had no tangible fixed assets at 31 December 2023.
Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
Page 30
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Patron Bidco Limited
6 Valentine Place, London, SE1 8QH, UK
Ordinary
100.00
-
The Client Relationship Consultancy Limited
6 Valentine Place, London, SE1 8QH, UK
Ordinary
-
100.00
CRC USA Limited
6 Valentine Place, London, SE1 8QH, UK
Ordinary
-
100.00
The Client Relationship Consultancy, Inc
33 Broad Street, Boston, MA 02109, USA
Ordinary
-
100.00
CRC Latam Limited
6 Valentine Place, London, SE1 8QH, UK
Ordinary
-
100.00
The Client Relationship Consultancy Mexico SA DE CV
Calle Goldsmith 40, Polanco, Miguel Hidalgo, Cuidad de Mexico CP 11550, Mexico
Ordinary
-
100.00
CRC Asia Limited
6 Valentine Place, London, SE1 8QH, UK
Ordinary
-
100.00
The Client Relationship Asia Pte, Limited
16 Raffles Quay, #16-02, Hong Leong Building, Singapore 048581
Ordinary
-
100.00
The Customer Relationship Consultancy Limited
6 Valentine Place, London, SE1 8QH, UK
Ordinary
-
100.00
The Client Relationship Consultancy Group Limited
6 Valentine Place, London, SE1 8QH, UK
Ordinary
-
100.00

As permitted by section 479A of the Companies Act 2006, the subsidiaries The Client Relationship Consultancy Group Limited and CRC USA Limited are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts. In order to meet this exemption the company will give guarantees under section 479C of the Companies Act 2006.

 

15
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
541,530
-
0
Corporation tax recoverable
363,607
-
0
Amounts owed by group undertakings
-
778,893
Other debtors
20,943
-
0
Prepayments and accrued income
374,139
-
0
1,300,219
778,893
Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
Page 31
16
Creditors: amounts falling due within one year
Group
Company
2023
2023
£
£
Trade creditors
276,552
-
0
Amounts owed to group undertakings
69,300
-
0
Other taxation and social security
382,911
-
Other creditors
1,267
92
Accruals and deferred income
990,392
8,257
1,720,422
8,349
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2023
Notes
£
£
Shareholder loan notes
18
7,673,718
816,750
18
Loans and overdrafts
Group
Company
2023
2023
£
£
Shareholder loan notes
7,673,718
816,750
Payable after one year
7,673,718
816,750

The Company has by resolution of its board of directors passed on 2 December 2022 created three types of fixed rate loan notes for the total sum of £7,746,750 to fund the acquisition of group companies. Included within the loan notes are £100,000 of costs capitalised with amortised interest of £26,968 during the year.

 


Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
18
Loans and overdrafts
(Continued)
Page 32

 

Loan notes A and B are reported in Patron Bidco Limited’s accounts, with interest payable at 12%. Loan note C is reported at ultimate parent company Patron TopCo Limited with interest payable at 8%.

 

Breakdown of the loan notes:

Loan note A        £3,663,000    

Loan note B        £3,267,000

Loan note C        £816,750

 

Breakdown of interest per loan notes:

Loan note A        £439,560    

Loan note B        £392,040

Loan note C        £65,340

 

At the year end 31 December 2023, the loan interest of £896,940 was fully paid. No capital repayment has been made towards the loan notes

 

The repayment terms for Loan Note A for both the principal and any accrued but unpaid interest are due as follows, £1,221,000 is repayable on 2 December 2025, and £2,442,000 on 2 December 2026, or paid in full on the occurrence of a flotation or sale.

 

The repayment of Loan Note B for both the principal and accrued but unpaid interest is due on 2 December 2027 or if earlier, the Business day on which a flotation or sale occurs.

 

The repayment of Loan Note C for both the principal and accrued but unpaid interest is due on the Business day on which a Flotation or sale occurs.

 

19
Provisions for liabilities
Group
Company
2023
2023
£
£
Dilapidations
94,391
-
Movements on provisions:
Dilapidations
Group
£
Additional provisions in the year
94,391
20
Retirement benefit schemes
2023
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
271,601
Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
20
Retirement benefit schemes
(Continued)
Page 33

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A Shares of 1p each
3,700,000
37,000
Ordinary B Shares of 1p each
4,950,000
49,500
Ordinary C Shares of 1p each
1,838,121
18,381
10,488,121
104,881
22
Acquisition of a business

On 1 December 2022, the group acquired 100 percent of the issued capital of The Client Relationship Consultancy Group Ltd (made up of The Client Relationship Consultancy Group Ltd and its subsidiaries) and The Customer Relationship Consultancy Limited. The cost of the acquisition comprised of cash consideration and issuance of loan notes.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
205,451
-
205,451
Trade and other receivables
4,380,361
-
4,380,361
Cash and cash equivalents
4,153,563
-
4,153,563
Trade and other payables
(3,734,809)
-
(3,734,809)
Total identifiable net assets
5,004,566
-
5,004,566
Goodwill
2,720,144
Total consideration
7,724,710
The consideration was satisfied by:
£
Cash
3,300,000
Issue of loan notes
4,125,000
Acquisition cost capitalised
299,710
7,724,710
Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
22
Acquisition of a business
(Continued)
Page 34
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
13,445,219
Profit after tax
218,358
23
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2023
£
£
Within one year
432,740
-
Between two and five years
1,334,282
-
1,767,022
-
24
Related party transactions

The company has taken the exemption under Section 33 Related Disclosures paragraph 33. 1A from disclosing transactions with other members of a wholly owned group.

25
Controlling party

There is no ultimate controlling party.

Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
Page 35
26
Cash generated from/(absorbed by) group operations
2023
£
Loss for the period after tax
(2,133,811)
Adjustments for:
Taxation charged
14,891
Finance costs
999,517
Investment income
(5,868)
Amortisation and impairment of intangible assets
294,372
Depreciation and impairment of tangible fixed assets
194,851
Increase in provisions
94,391
Movements in working capital:
Decrease in debtors
3,443,749
Decrease in creditors
(2,014,387)
Cash generated from/(absorbed by) operations
887,705
27
Analysis of changes in net debt - group
20 September 2022
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
-
3,385,710
3,385,710
Borrowings excluding overdrafts
-
(7,673,718)
(7,673,718)
-
(4,288,008)
(4,288,008)
Patron Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2023
Page 36
28
Fixed and floating charges

On 2 December 2022, a charge was registered in favour of Coniston Capital I LP. The registered charge is a fixed charge, a floating charge covering the all property and undertakings of the Company and a negative pledge The charge is over Patron Topco Limited, Patron Bidco Limited, The Client Relationship Consultancy Group Limited, The Client Relationship Consultancy Limited, The Customer Relationship Consultancy Limited, The Client Relationship Consultancy Inc., CRC Latam Limited, CRC Asia Limited, CRC USA Limited, The Client Relationship Asia PTE Ltd, and The Client Relationship Consultancy Mexico S.A. de C.V. The amounts of the Loan Note Instruments covered by the charges is £3,267,000.

 

On 19 December 2022, a charge was registered in favour of (E) Equals Consultancy Limited. The registered charge is a fixed charge, a floating charge covering the all property and undertakings of the Company and a negative pledge The charge is over Patron Topco Limited, Patron Bidco Limited, The Client Relationship Consultancy Group Limited, The Client Relationship Consultancy Limited, The Customer Relationship Consultancy Limited, The Client Relationship Consultancy Inc., CRC Latam Limited, CRC Asia Limited, CRC USA Limited, The Client Relationship Asia PTE Ltd, and The Client Relationship Consultancy Mexico S.A. de C.V. The amount of the Loan Note Instrument covered by the charges is £3,267,000.

 

On 19 December 2022, a charge was registered in favour of Coniston Capital I LP. The registered charge is a fixed charge, a floating charge covering the all property and undertakings of the Company and a negative pledge The charge is over Patron Topco Limited, Patron Bidco Limited, The Client Relationship Consultancy Group Limited, The Client Relationship Consultancy Limited, The Customer Relationship Consultancy Limited, The Client Relationship Consultancy Inc., CRC Latam Limited, CRC Asia Limited, CRC USA Limited, The Client Relationship Asia PTE Ltd, and The Client Relationship Consultancy Mexico S.A. de C.V. The amounts of the Loan Note Instruments covered by the charges is £3,267,000

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