REGISTERED NUMBER: 13898922 (England and Wales) |
SUMMER TOPCO LIMITED |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
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: |
Registered office: |
Registered number: |
Auditors: |
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: |
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. |
for and on behalf of |
Statutory Auditors |
Upper Ground Floor |
18 Farnham Road |
Guildford |
Surrey |
GU1 4XA |
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 | ( |
) | ( |
) |
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 |
CURRENT ASSETS |
Debtors | 14 |
CREDITORS |
Amounts falling due within one year | 15 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
16 |
( |
) |
( |
) |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Retained earnings | 20 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
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 |
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 | - |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2022 | ( |
) | ( |
) |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 | ( |
) | ( |
) |
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 |
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 |
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 |
Net book value |
At 31 December 2023 |
At 31 December 2022 |
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 |
Registered office: Cassini Court, Randalls Way, Leatherhead, Surrey, KT22 7TW |
Nature of business: |
% |
Class of shares: | holding |
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 | - | - |
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 |
Amounts falling due after more than one | year: |
Amounts owed by group undertakings | - | - |
Aggregate amounts | 5,379,437 | 3,194,245 |
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 | - | - |
Social security and other taxes | 1,024,313 | 623,858 |
Other creditors | 3,948 | 3,088 |
Accruals and deferred income | 10,059,502 | 6,763,554 |
11,210,707 | 7,561,397 |
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 |
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 |
£ | £ |
A Ordinary | £1 | 800,000 | 800,000 |
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 |
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 | ( |
) |
Deficit for the year | ( |
) |
Purchase of own shares | (2,751,256 | ) |
At 31 December 2023 | ( |
) |
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. |