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REGISTERED NUMBER: 13898922 (England and Wales)















SUMMER TOPCO LIMITED

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023






SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2023










Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 4

Consolidated Statement of Comprehensive Income 8

Consolidated Balance Sheet 9

Company Balance Sheet 10

Consolidated Statement of Changes in Equity 11

Company Statement of Changes in Equity 12

Consolidated Cash Flow Statement 13

Notes to the Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 16


SUMMER TOPCO LIMITED

COMPANY INFORMATION
for the year ended 31 December 2023







Directors: N A Heslop
N E Rotherham
K C L Sand
R Cooper





Registered office: Cassini Court
Randalls Way
Leatherhead
Surrey
KT22 7TW





Registered number: 13898922 (England and Wales)





Auditors: Bennewith 2018 Limited
Statutory Auditors
Upper Ground Floor
18 Farnham Road
Guildford
Surrey
GU1 4XA

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

REPORT OF THE DIRECTORS
for the year ended 31 December 2023


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

Principal activity
The principle activity of the company in the period under review was that of a holding company.

The principle activity of the group in the period under review was that of the collation and distribution of information and also the provision of regulatory and compliance software solutions to the healthcare and pharmaceutical industry.

Review of business
The group reported a loss in the year of £16,945,193 (2022: £14,432,845) and has net liabilities of £33,229,294 (2022: £13,337,845). The loss in year is after charging goodwill amortisation of £7,663,213 (2022: £6,550,473), preference share interest of £9,934,035 (2022: £7,149,362) and one time cost for purchase of subsidiary of £nil (2022: £1,175,380). The group is funded by way of cash at bank, trading working capital, preference shares and ordinary share capital. The preference shares are non-redeemable shares that accumulate PIK interest at 12% and are only redeemable upon sale of the group, listing or through a refinancing event.

The group generated profits from operations of £652,055 (2022: £442,370) after adjusting for goodwill amortisation, preference share interest and one time costs associated with the purchase of subsidiary and operating cashflows of £2,042,077 (2022: £1,230,576 after adjusting for the one time costs for the purchase of subsidiary).

The group has cash at bank of £5,677,983 (2022: £6,784,483) and the Directors are of the opinion that the group will continue to generate profits from operating activities and operating cashflows benefitting from a positive net working capital cycle so are able to meet its liabilities as they fall due.

Dividends
No dividends were distributed for the year ended 31 December 2023.

Events since the end of the year
Information relating to events since the end of the year is given in the notes to the financial statements.

Directors
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

N A Heslop
N E Rotherham
K C L Sand

Other changes in directors holding office are as follows:

S M Abrams - resigned 1 March 2023
N J S Knight - resigned 31 March 2023
R Cooper - appointed 1 March 2023
P D Facchino - appointed 26 January 2023

P D Facchino resigned on 1 July 2024, being after 31 December 2023 but prior to the date of this report.


SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

REPORT OF THE DIRECTORS
for the year ended 31 December 2023

Statement of directors' responsibilities
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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

On behalf of the board:





R Cooper - Director


24 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SUMMER TOPCO LIMITED


Opinion
We have audited the financial statements of Summer Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2023 and of the group's loss for the year 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 group 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 the 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SUMMER TOPCO LIMITED


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 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 group's and the 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 the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SUMMER TOPCO LIMITED


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.

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.

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

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
- Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 the internal control that we identify during our audit.

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
SUMMER TOPCO 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.




A J Bennewith FCA, FCPA, FFA, FFTA, FIPA, DChA, FRSA (Senior Statutory Auditor)
for and on behalf of Bennewith 2018 Limited
Statutory Auditors
Upper Ground Floor
18 Farnham Road
Guildford
Surrey
GU1 4XA

24 September 2024

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2023

Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
Notes £    £   

TURNOVER 4 7,617,712 5,216,572

Cost of sales (509,939 ) (587,475 )
GROSS PROFIT 7,107,773 4,629,097

Administrative expenses (14,413,561 ) (11,913,827 )
(7,305,788 ) (7,284,730 )

Other operating income 307,245 131,094
OPERATING LOSS 6 (6,998,543 ) (7,153,636 )

Interest receivable and similar income 59,651 12,227
(6,938,892 ) (7,141,409 )

Interest payable and similar expenses 7 (9,934,035 ) (7,149,362 )
LOSS BEFORE TAXATION (16,872,927 ) (14,290,771 )

Tax on loss 8 (72,266 ) (142,074 )
LOSS FOR THE FINANCIAL YEAR (16,945,193 ) (14,432,845 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

(16,945,193

)

(14,432,845

)

Loss attributable to:
Owners of the parent (16,945,193 ) (14,432,845 )

Total comprehensive income attributable to:
Owners of the parent (16,945,193 ) (14,432,845 )

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

CONSOLIDATED BALANCE SHEET
31 December 2023

2023 2022
as restated
Notes £    £   
FIXED ASSETS
Intangible assets 11 62,418,446 70,081,659
Tangible assets 12 251,693 24,021
Investments 13 - -
62,670,139 70,105,680

CURRENT ASSETS
Debtors 14 5,379,437 3,194,245
Cash at bank 5,677,983 6,784,483
11,057,420 9,978,728
CREDITORS
Amounts falling due within one year 15 (11,210,707 ) (7,561,397 )
NET CURRENT (LIABILITIES)/ASSETS (153,287 ) 2,417,331
TOTAL ASSETS LESS CURRENT LIABILITIES 62,516,852 72,523,011

CREDITORS
Amounts falling due after more than one
year

16

(95,746,146

)

(86,060,856

)
NET LIABILITIES (33,229,294 ) (13,537,845 )

CAPITAL AND RESERVES
Called up share capital 19 900,000 895,000
Retained earnings 20 (34,129,294 ) (14,432,845 )
SHAREHOLDERS' FUNDS (33,229,294 ) (13,537,845 )

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2024 and were signed on its behalf by:





R Cooper - Director


SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

COMPANY BALANCE SHEET
31 December 2023

2023 2022
as restated
Notes £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 2 2
2 2

CURRENT ASSETS
Debtors 14 94,455,789 87,038,301

CREDITORS
Amounts falling due within one year 15 (3,957,023 ) (1,374,044 )
NET CURRENT ASSETS 90,498,766 85,664,257
TOTAL ASSETS LESS CURRENT LIABILITIES 90,498,768 85,664,259

CREDITORS
Amounts falling due after more than one
year

16

(95,746,146

)

(86,060,856

)
NET LIABILITIES (5,247,378 ) (396,597 )

CAPITAL AND RESERVES
Called up share capital 19 900,000 895,000
Retained earnings 20 (6,147,378 ) (1,291,597 )
SHAREHOLDERS' FUNDS (5,247,378 ) (396,597 )

Company's loss for the financial year (2,104,525 ) (1,291,597 )

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2024 and were signed on its behalf by:





R Cooper - Director


SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 895,000 - 895,000
Total comprehensive income - (14,432,845 ) (14,432,845 )
Balance at 31 December 2022 895,000 (14,432,845 ) (13,537,845 )

Changes in equity
Issue of share capital 5,000 - 5,000
Total comprehensive income - (19,696,449 ) (19,696,449 )
Balance at 31 December 2023 900,000 (34,129,294 ) (33,229,294 )

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 895,000 - 895,000
Total comprehensive income - (1,291,597 ) (1,291,597 )
Balance at 31 December 2022 895,000 (1,291,597 ) (396,597 )

Changes in equity
Issue of share capital 5,000 - 5,000
Total comprehensive income - (4,855,781 ) (4,855,781 )
Balance at 31 December 2023 900,000 (6,147,378 ) (5,247,378 )

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December 2023

Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,042,077 55,196
Taxation rebate 106,186 148,079
Net cash from operating activities 2,148,263 203,275

Cash flows from investing activities
Purchase of tangible fixed assets (248,650 ) (34,104 )
Acquisition of subsidiary - (79,601,742 )
Cash received on acquisition - 6,398,333
Interest received 59,651 12,227
Net cash from investing activities (188,999 ) (73,225,286 )

Cash flows from financing activities
Amount withdrawn by directors (70,763 ) -
Share issues 5,000 895,000
Preference share buyback (2,751,257 ) -
Preference share issues - 78,911,494
Preference share interest paid (248,744 ) -
Net cash from financing activities (3,065,764 ) 79,806,494

(Decrease)/increase in cash and cash equivalents (1,106,500 ) 6,784,483
Cash and cash equivalents at beginning of
year

2

6,784,483

-

Cash and cash equivalents at end of year 2 5,677,983 6,784,483

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December 2023


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
£    £   
Loss before taxation (16,872,927 ) (14,290,771 )
Depreciation charges 7,684,191 6,592,551
R&D expenditure credit (307,245 ) (131,094 )
Finance costs 9,934,035 7,149,362
Finance income (59,651 ) (12,227 )
378,403 (692,179 )
Increase in trade and other debtors (1,985,635 ) (1,277,876 )
Increase in trade and other creditors 3,649,309 2,025,251
Cash generated from operations 2,042,077 55,196

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 5,677,983 6,784,483
Period ended 31 December 2022
31.12.22 7.2.22
as restated
£    £   
Cash and cash equivalents 6,784,483 -


SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December 2023


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank 6,784,483 (1,106,500 ) 5,677,983
6,784,483 (1,106,500 ) 5,677,983
Debt
Debts falling due after 1 year (86,060,856 ) (9,685,290 ) (95,746,146 )
(86,060,856 ) (9,685,290 ) (95,746,146 )
Total (79,276,373 ) (10,791,790 ) (90,068,163 )

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2023


1. STATUTORY INFORMATION

Summer Topco 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 General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements are prepared under the historical cost convention and modified to include certain items at fair value as explained further below.

The company has taken advantage of the exemption permitted under FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and has not presented its own Statement of Cash Flow in these financial statements.

Basis of consolidation
The Group and all its subsidiary undertakings are consolidated. Intercompany transactions and balances among Group companies are eliminated in full.

Business acquisitions are accounted for using the purchase method of accounting under FRS 102, Section 19 Business Combinations. In the balance sheet, the acquiree's identifiable assets and liabilities are initially recognised at fair value at the date of acquisition (which is the date on which control is passed to the parent). The results of the acquired operations are included in the consolidated Statement of Comprehensive Income from the date of acquisition.

Going concern
The financial statements have been prepared on a going concern basis. This is considered appropriate by the directors on the basis that they anticipate the group will be profitable in the foreseeable future and will generate sufficient cash inflow to meet its liabilities as they fall due.

Turnover
Turnover is measured at the fair value of the consideration receivable for the sale of services in the ordinary course of the business, excluding discounts and value added tax. Where the group enters a contract for the provision of services which extend over a period of time, turnover is recognised in the period in which services are provided in accordance with the stage of completion of the transaction.

Goodwill
Goodwill represents the excess of the fair value of purchase consideration over the groups's interest in the fair value of net assets and liabilities acquired.

Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of ten years.

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Office equipment - 50% on cost
Fixtures & fittings - 20% on cost

Tangible fixed assets are stated at their historic cost price less accumulated depreciation. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for use. The assets residual values, useful lives and depreciation methods are reviewed if there is an indication of significant change since the last reporting date.

On disposal the difference between net proceeds and carrying amount of the item sold is recognised in administrative expenses.

Financial instruments
Financial instruments are classified by the directors as basic or other following the conditions in FRS 102 Section 11. Basic financial instruments are recognised at amortised cost. The group has no other financial instruments.

Trade debtors are recognised and carried forward at invoiced amounts less provision for doubtful debts. All other debtors are recognised at transaction price less impairment if applicable.

Cash at bank and in hand comprises of cash that is readily available for use within the business and is held at financial institutions or as cash in hand.

Creditors are measured and carried forward at the transaction price.

Taxation
Taxation for the year comprises current and deferred tax. 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 balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 year 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.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.

Where applicable, the company claims the research and development expenditure credit available and this is shown within other operating income with the relevant tax charge reported within taxation. This treatment has been applied retrospectively as the credit was previously reported directly within taxation.

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


2. ACCOUNTING POLICIES - continued

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

Operating leases
Rentals paid under operating leases are charged to the profit or loss on a straight line basis over the term of the lease.

3. SIGNIFICANT JUDGEMENTS AND ESTIMATES

The preparation of the financial statements requires management to make judgements, estimates and assumptions in the application of accounting policies that affect reported amounts of assets, liabilities and profit and loss. In preparing these financial statements, management have made the following key judgements and estimates which are significant to the financial statements.

Recoverability of trade debtors
Trade debtors are recognised to the extent that they are judged recoverable. Provisions are made specifically against invoices where recoverability is uncertain.

Management make allowances for doubtful debts each year based on an assessment of the recoverability of debtors. Allowances are applied to debtors where events or changes in circumstances indicate that the carrying amounts may not be recoverable. Client creditworthiness, current economic trends, ageing of the debt and management experience are all considered when providing for doubtful debts.

The amount of the provision recognised in the profit or loss is the excess of the asset's carrying amount and the present value of estimated future cash flows.

Recoverability of intercompany balances
Management have made key judgements regarding the recoverability of related party debts. The recoverability of debts is assessed by reference to the related company performance and profit forecasts, and adjustments to the provisions are made as required.

Leasing
Management determine whether leases entered into are an operating or finance lease. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the company and are assessed on a lease by lease basis. The transfer of risk is assessed by reference to the evaluation of the terms and conditions of the arrangement, the estimated useful life of the asset and whether an option to purchase exists at the end of the lease term.

Deferred tax
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.

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


4. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
£    £   
Provision of data services 7,617,712 5,216,572
7,617,712 5,216,572

An analysis of turnover by geographical market is given below:

Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
£    £   
United Kingdom 6,627,409 4,674,478
Rest of World 990,303 542,094
7,617,712 5,216,572

5. EMPLOYEES AND DIRECTORS
Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
£    £   
Wages and salaries 3,274,969 1,944,468
Social security costs 396,544 244,672
Other pension costs 212,538 133,540
3,884,051 2,322,680

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated

Administration 8 8
Client support 13 11
Product group 17 12
Directors 3 3
41 34

Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
£    £   
Directors' remuneration 782,104 308,205
Directors' pension contributions to money purchase schemes 64,151 50,090

Information regarding the highest paid director is as follows:
Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
£    £   
Emoluments etc 299,010 134,791
Pension contributions to money purchase schemes - 19,067

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


6. OPERATING LOSS

The operating loss is stated after charging:

Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
£    £   
Depreciation - owned assets 20,978 42,078
Goodwill amortisation 7,663,213 6,550,473
Auditors remuneration 15,000 15,000
One time cost for strategic review - 509,713
One time cost for purchase of subsidiary - 1,175,380
Operating lease rentals 96,047 45,754
Defined pension contributions 212,538 133,540

7. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
£    £   
Preference share interest 9,934,035 7,149,362

8. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
Period
7.2.22
Year Ended to
31.12.23 31.12.22
as restated
£    £   
Current tax:
UK corporation tax 72,266 24,074

Deferred tax - 118,000
Tax on loss 72,266 142,074

UK corporation tax has been charged at 23.52 % (2022 - 19 %).

As at 31 December 2023 the group has corporation tax losses of £16,611,688 (2022: £17,295,672) and timing differences of £130,191 (2022: £18,840) carried forward, resulting in a deferred tax asset of £4,185,470 (2022: £4,328,628). This deferred tax asset has not been recognised on the basis that the group is forecasted to generate sufficient tax losses to relieve any future taxable profits and therefore the tax losses brought forward are not expected to be utilised.

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


9. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

10. PRIOR YEAR ADJUSTMENT

Summer Bidco Limited, a subsidiary undertaking, surrendered tax losses totalling £7,231,809 by way of group relief to Summer Topco Limited for the year end 31 December 2022. A payment was required for this from Summer Topco Limited to Summer Bidco Limited but was omitted from the financial statements for the year ended 31 December 2022. The omission of the payment for group relief constituted the payment of an unlawful dividend for the year ended 31 December 2022. A payment of £1,374,044 (representing the tax saving in Summer Topco Limited) has now been made through the intercompany accounts and the 2022 comparatives restated accordingly. The impact of this is to reduce the company's profit by £1,374,044 and increase the amounts owed to group undertakings by £1,374,044. There is no net impact on the consolidated statement of comprehensive income or the consolidated balance sheet.

11. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
Cost
At 1 January 2023
and 31 December 2023 76,632,132
Amortisation
At 1 January 2023 6,550,473
Amortisation for year 7,663,213
At 31 December 2023 14,213,686
Net book value
At 31 December 2023 62,418,446
At 31 December 2022 70,081,659

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


12. TANGIBLE FIXED ASSETS

Group
Office
equipment
£   
Cost
At 1 January 2023 472,078
Additions 248,650
At 31 December 2023 720,728
Depreciation
At 1 January 2023 448,057
Charge for year 20,978
At 31 December 2023 469,035
Net book value
At 31 December 2023 251,693
At 31 December 2022 24,021

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
Cost
At 1 January 2023
and 31 December 2023 2
Net book value
At 31 December 2023 2
At 31 December 2022 2

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


13. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Summer Midco Limited
Registered office: Cassini Court, Randalls Way, Leatherhead, Surrey, KT22 7TW
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00

The following subsidiary undertakings are also included within the group:

Summer Bidco Limited
Registered office: Cassini Court, Randalls Way, Leatherhead, Surrey, KT22 7TW
Nature of business: Provision of management services

Datapharm Limited
Registered office: Cassini Court, Randalls Way, Leatherhead, Surrey, KT22 7TW
Nature of business: Healthcare software solutions


14. DEBTORS

Group Company
2023 2022 2023 2022
as restated as restated
£    £    £    £   
Amounts falling due within one year:
Trade debtors 4,192,108 2,865,092 - -
Amounts owed by group undertakings - - - 2,470
Other debtors 334,731 141,554 - -
Directors' current accounts 70,763 - 70,763 -
Prepayments and accrued income 781,835 187,599 - -
5,379,437 3,194,245 70,763 2,470

Amounts falling due after more than one year:
Amounts owed by group undertakings - - 94,385,026 87,035,831

Aggregate amounts 5,379,437 3,194,245 94,455,789 87,038,301

Amounts owed by group undertakings attract an arm's length market rate of interest and are repayable in the year ended 31 December 2029.

Other debtors include loans of £70,325 to directors. The loans attract interest at 2.25% per annum and are repayable by 30 September 2024.

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
as restated as restated
£    £    £    £   
Trade creditors 122,944 170,897 - -
Amounts owed to group undertakings - - 3,954,087 1,374,044
Social security and other taxes 1,024,313 623,858 - -
Other creditors 3,948 3,088 2,936 -
Accruals and deferred income 10,059,502 6,763,554 - -
11,210,707 7,561,397 3,957,023 1,374,044

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2023 2022 2023 2022
as restated as restated
£    £    £    £   
Preference shares (see note 17) 95,746,146 86,060,856 95,746,146 86,060,856

17. LOANS

An analysis of the maturity of loans is given below:

Group Company
2023 2022 2023 2022
as restated as restated
£    £    £    £   
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Preference shares 95,746,146 86,060,856 95,746,146 86,060,856

The preference shares are non-redeemable shares which carry an entitlement to cumulative interest at a rate of 12% compounding per annum. The cumulative interest at the balance sheet date is included in the amounts shown above.

The preference shares carry no voting rights, except in the case of a default event as outlined in the articles of association, where each preference share is entitled to one vote each.

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


Group
Non-cancellable operating leases
2023 2022
as restated
£    £   
Within one year 119,681 57,143
Between one and five years 769,380 28,571
889,061 85,714

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: as restated
£    £   
800,000 A Ordinary £1 800,000 800,000
100,000 B Ordinary £1 100,000 95,000
900,000 895,000

5,000 B Ordinary shares of £1 each were allotted and fully paid for cash at par during the year.

The A Ordinary shares and B Ordinary shares rank pari passu in relation to dividend payments and any other distributions. Only the A Ordinary shares carry voting rights.

20. RESERVES

Group
Retained
earnings
£   

At 1 January 2023 (14,432,845 )
Deficit for the year (16,945,193 )
Purchase of own shares (2,751,256 )
At 31 December 2023 (34,129,294 )

Company
Retained
earnings
£   

At 1 January 2023 (1,291,597 )
Deficit for the year (2,104,525 )
Purchase of own shares (2,751,256 )
At 31 December 2023 (6,147,378 )

SUMMER TOPCO LIMITED (REGISTERED NUMBER: 13898922)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023


20. RESERVES - continued

At the time of purchase of own shares in the accounting period to 31 December 2023, the company assessed there were adequate distributable reserves. However, the impact of the prior year adjustment, combined with the tax charge for the year ended 31 December 2023 means that the distributable reserves were rendered inadequate for this purpose. The company has now rectified the position during 2024 and will recognise the decrease in the nominal value of preference shares and a capital redemption reserve of £2,751,256 in its accounts for the year ended 31 December 2024.

21. PENSION COMMITMENTS

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. Contributions totalling £Nil were payable to the fund at the balance sheet date.

22. POST BALANCE SHEET EVENTS

Datapharm Limited, a subsidiary undertaking, acquired the entire share capital of Original Digital Limited on 19 July 2024. The total consideration was estimated to be £2.3m and included cash consideration, deferred consideration and attributable fees, funded from the group's cash reserves.

23. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is CGE Partners LLP, a limited liability partnership registered in England and Wales.