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Registered number: 13184625














SECURITAS TOPCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

 
SECURITAS TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
A J Rudd 
P J Franks 
B R Kotze 
J A Booyens 
G Golan 
T Collins 




Registered number
13184625



Registered office
5 Elstree Gate
Elstree Way

Borehamwood

Hertfordshire

WD6 1JD




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
SECURITAS TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10 - 11
Company Statement of Financial Position
 
12
Consolidated Statement of Changes in Equity
 
13 - 14
Company Statement of Changes in Equity
 
15
Consolidated Statement of Cash Flows
 
16 - 17
Consolidated Analysis of Net Debt
 
18
Notes to the Financial Statements
 
19 - 37


 
SECURITAS TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024

Introduction
 
The directors present the strategic report of Securitas Topco Limited (the "Company") for the period ended 29 February 2024.
The company is part of the Performanta Group (the "Group").

Business review
 
The Group was formed on the 16 March 2021 following the investment of Beech Tree Private Equity and has made significant progress during the period. The Group is an award winning international cyber security business serving both multinational corporations and SMEs with a presence in the UK, South Africa, US, Europe and Australia. It is recognised as one of the Top Microsoft Partners in the UK and South Africa and has recently been ranked as no.32 Globally by MSSP Alert, and no.1 in both the UK and South Africa. The Group has shown substantial increases in sales, increase in managed services customer numbers and increase in service quality. However, lower margin Technology sales have declined and therefore Group revenues have declined 16%, while gross profit has increased by 18%.
Renewals for Managed services were 87% and renewals for Technology sales were 65%, reflecting high customer loyalty and retention, and is complimented by repeat purchases of Professional Services contracts that support the Managed Services and Technology.
The business measures EBITDA as a key KPI and has shown EBITDA of £560k profit in the year (2023 - loss of £73k), a increase of £633k compared to last year. The operating loss for the period of £3.1m is after charging exceptional items of £0.2m from acquisition integration restructuring costs, depreciation of £0.08m, software amortisation of £0.4m and goodwill amortisation of £2.9m.
The loss before tax was £6.7m, including interest charges of £3.7m

Principal risks and uncertainties
 
Whilst the onset of the Covid-19 pandemic in March 2020 has presented some risk to the Group, this had been fully mitigated by the business moving seamlessly to efficient home working and therefore the Board are confident that any future pandemic-related events will have minimal impact of the overall performance of the Group. The pandemic drove an increase in demand for cyber security products due to the increase in attack surface by staff moving to work remotely.
Competition remains high in the cyber security market, but also highly fragmented allowing Performanta to benefit from its larger scale and market presence. The recruitment and training of highly qualified cyber security staff remains a challenge with a significant shortfall in supply compared to the rapidly growing demand. This is partially mitigated by training and recruitment of trainees through structured development programmes.
The increasing dominance of the major cloud providers of Microsoft, Google and Amazon are driving change in the existing cyber security business model, with an expected decline in cyber security technology sales, offset by increase requirement for services to support the major providers.  As a result, the Performanta Group has continued to increase it’s relationship with Microsoft and has gained Microsoft Intelligent Security Association (MISA) status as well as Microsoft Fast Track Partner status and Microsoft Security Solutions Partner status.
The Performanta Group continues to invest in internal cyber security and monitoring of its internal network. This ensures Performanta is compliant to CREST, Cyber Essentials/Cyber Essential Plus, ISO27001/ISO 9001, GDPR and POPIA requirements with regular audits by external approved certification auditors. Every care is taken to keep all data secure, all data is kept within secure computer systems appropriately certified and the data is segregated in the EU and South Africa.
 
Page 1

 
SECURITAS TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024

Principal risks and uncertainties (continued)
The extent to which operations and financial performance are affected in the longer term by the ongoing Brexit process are relatively minimal as no physical goods are transferred to EU countries. Group operations are affected somewhat by trends in other markets and in order to mitigate the risk of a downturn in one market having a significant impact on the Group, management try to ensure market diversification.

Outlook

The cyber security market offers attractive growth prospects, both organically and by strategic acquisition as the overall market for these services continue to grow and there is a proliferation of smaller players that encourages further consolidation. The Performanta Group is very well positioned to take full advantage of these opportunities as it continues an exciting growth strategy and is well placed with its products and suppliers to deliver organic growth. The Group has recently launched SAFE XDR, which is recognised by Gartner as an industry leading XDR platform, providing Continuous Threat Exposure Management (CTEM), utilising the inhouse developed Encore Attack Surface Management (ASM) software to improve the monitoring and posture of our managed service and other clients. The business model has proved to be effective and whilst mindful of the uncertainty in the general UK economy the Board remains confident that the strategies adopted will bring success and looks forward to the continued development and improvement in the results for the year ahead.

Financial key performance indicators
 
The Group operates a comprehensive KPI monitoring and monthly reporting regime to assess the ongoing performance of the business. The scope of such KPls extends to sales and gross profit measures within the existing customer bases as well as from new customers. In addition to optimising profitability, non-financial metrics are employed to monitor customer satisfaction and operational delivery. The KPI dashboard monitors the number of managed service customers, technology and consulting revenues, compared to plans. In addition renewal rates and contract lengths provide analysis on the increasing focus on managed services. SLAs also show how well we meet our service commitments with all tickets above 95% of SLA targets.

Other key performance indicators
 
The directors believe that there are numerous non-financial performance indicators, but none are individually key to assessing the overall performance of the Group.


This report was approved by the board on 26 November 2024 and signed on its behalf.



T Collins
Director

Page 2

 
SECURITAS TOPCO LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024

The directors present their report and the financial statements for the year ended 29 February 2024.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £6,835,863 (2023 - loss £6,647,465).

There were no proposed dividends in the current period.

Directors

The directors who served during the year were:

A J Rudd 
P J Franks 
B R Kotze 
L Arbel (resigned 17 October 2023)
J A Booyens 
G Golan 
T Collins 
G J Matthew (resigned 30 June 2024)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 3

 
SECURITAS TOPCO LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024

Future developments

The business is well funded and resourced to continue its ambitious growth strategy. The majority of growth is planned to be organic, though strategic acquisitions will also be considered if the opportunities arise.
Organic growth both from new customer additions and development of existing accounts into new service offerings continues, with high levels of customer retention. To deliver the growth strategy the Group recognises the need to invest in staff training and recruitment and continues to strengthen the partnership with Microsoft and strategic technology suppliers to provide a competitive advantage to deliver services that keep our customers safe from cyber security threats. The vision is to be the market leader in delivering cyber safety to our customers.

Qualifying third party indemnity provisions

The company has granted indemnity to the directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the directors' report. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsSopher + Co LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 26 November 2024 and signed on its behalf.
 





T Collins
Director

Page 4

 
SECURITAS TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SECURITAS TOPCO LIMITED
 

Opinion


We have audited the financial statements of Securitas Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 29 February 2024, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 29 February 2024 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 United Kingdom, including the Financial Reporting Council'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 or 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 included in the Annual Report, other than the financial statements and our Auditors' Report 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.


Page 5

 
SECURITAS TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SECURITAS TOPCO LIMITED (CONTINUED)

Other information (continued)
In connection with our audit of the financial statementsour 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.


Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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:


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 Directors' Responsibilities Statement set out on page 3, 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 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.


Page 6

 
SECURITAS TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SECURITAS TOPCO LIMITED (CONTINUED)

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 an Auditors' 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 Group 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: 
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the Company and Group through discussions with directors and other management, and from our commercial knowledge and experience; 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company and Group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the Company and Groups' financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and 
understanding the design of the Company and Groups' remuneration policies. 

To address the risk of fraud through management bias and override of controls, we: 
 
performed analytical procedures to identify any unusual or unexpected relationships; 
tested journal entries to identify unusual transactions; 
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions. 
Page 7

 
SECURITAS TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SECURITAS TOPCO LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements (continued)
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
 
agreeing financial statement disclosures to underlying supporting documentation; 
reading the minutes of meetings of those charged with governance; 
enquiring of management as to actual and potential litigation and claims; and 
reviewing correspondence with HMRC, relevant regulators and the Company and Groups' legal advisors. 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 Auditors' Report.


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 2006Our 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 an Auditors' Report 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.





Martyn Atkinson FCA (Senior Statutory Auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants
Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

26 November 2024
Page 8

 
SECURITAS TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 29 FEBRUARY 2024

2024
2023
Note
£
£

  

Turnover
 4 
23,510,832
27,924,078

Cost of sales
  
(14,874,954)
(20,589,039)

Gross profit
  
8,635,878
7,335,039

Administrative expenses
  
(11,497,914)
(10,620,777)

Exceptional administrative expenses
  
(227,590)
(384,990)

Exceptional income
 5 
-
280,000

Operating loss
 6 
(3,089,626)
(3,390,728)

Interest receivable and similar income
 10 
35,071
34,573

Interest payable and similar expenses
 11 
(3,650,329)
(3,297,715)

Loss before taxation
  
(6,704,884)
(6,653,870)

Tax on loss
 12 
(120,848)
(112,896)

Loss for the financial year
  
(6,825,732)
(6,766,766)

  

Foreign exchange gain on translation of overseas subsidiaries
  
(129,899)
(118,064)

Total comprehensive income for the year
  
(6,955,631)
(6,884,830)

(Loss) for the year attributable to:
  

Non-controlling interests
  
10,131
(119,301)

Owners of the parent Company
  
(6,835,863)
(6,647,465)

  
(6,825,732)
(6,766,766)

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
6,352
(119,301)

Owners of the parent Company
  
(6,961,983)
(6,765,529)

  
(6,955,631)
(6,884,830)

The notes on pages 19 to 37 form part of these financial statements.

Page 9

 
SECURITAS TOPCO LIMITED
REGISTERED NUMBER:13184625

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 29 FEBRUARY 2024

29 February
28 February
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 14 
21,925,033
24,428,513

Tangible assets
 15 
192,911
140,071

  
22,117,944
24,568,584

Current assets
  

Stocks
 17 
79,710
131,864

Debtors: amounts falling due after more than one year
 18 
17,437
2,448,706

Debtors: amounts falling due within one year
 18 
6,579,514
6,872,687

Cash at bank and in hand
 19 
1,755,272
1,120,985

  
8,431,933
10,574,242

Current liabilities
  

Creditors: amounts falling due within one year
 20 
(16,074,260)
(12,018,380)

Net current liabilities
  
 
 
(7,642,327)
 
 
(1,444,138)

Total assets less current liabilities
  
14,475,617
23,124,446

Creditors: amounts falling due after more than one year
 21 
(35,713,995)
(37,401,635)

Provisions for liabilities
  

Net liabilities
  
(21,238,378)
(14,277,189)


Capital and reserves
  

Called up share capital 
 24 
9,800
9,600

Share premium account
 25 
90,555
86,404

Foreign exchange reserve
 25 
(178,933)
(52,813)

Profit and loss account
 25 
(21,330,700)
(14,495,442)

Equity attributable to owners of the parent Company
  
(21,409,278)
(14,452,251)

Non-controlling interests
  
170,900
175,062

  
(21,238,378)
(14,277,189)


Page 10

 
SECURITAS TOPCO LIMITED
REGISTERED NUMBER:13184625
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 29 FEBRUARY 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 November 2024.




T Collins
Director

The notes on pages 19 to 37 form part of these financial statements.

Page 11

 
SECURITAS TOPCO LIMITED
REGISTERED NUMBER:13184625

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 29 FEBRUARY 2024

29 February
28 February
2024
2023
Note
£
£

  

Investments
 16 
-
-

Current assets
  

Debtors: amounts falling due within one year
 18 
204,688
158,800

Bank and cash balances
  
10,479
6,495

  
215,167
165,295

Current liabilities
  

Creditors: amounts falling due within one year
 20 
(92,206)
(55,300)

Net current assets
  
 
 
122,961
 
 
109,995

Net assets
  
122,961
109,995


Capital and reserves
  

Called up share capital 
 24 
9,800
9,600

Share premium account
 25 
90,555
86,404

Profit and loss account carried forward
  
22,606
13,991

  
122,961
109,995


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 November 2024.




T Collins
Director

The notes on pages 19 to 37 form part of these financial statements.

Page 12

 

SECURITAS TOPCO LIMITED
 
 
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£



At 1 March 2022
9,550
85,954
65,251
(7,848,872)
(7,688,117)
294,363
(7,393,754)





Loss for the year
-
-
-
(6,647,465)
(6,647,465)
(119,301)
(6,766,766)


Taxation in respect of items of other comprehensive income
-
-
-
1,500
1,500
-
1,500


Foreign exchange gain on translation of overseas subsidiaries
-
-
(118,064)
-
(118,064)
-
(118,064)


Purchase of own shares
-
-
-
(605)
(605)
-
(605)


Shares issued during the year
50
450
-
-
500
-
500





At 1 March 2023
9,600
86,404
(52,813)
(14,495,442)
(14,452,251)
175,062
(14,277,189)





Loss for the year
-
-
-
(6,835,863)
(6,835,863)
10,131
(6,825,732)


Transfer of treasury shares
-
-
-
605
605
-
605


Foreign exchange gain on translation of overseas subsidiaries
-
-
(126,120)
-
(126,120)
(3,779)
(129,899)


Dividends paid
-
-
-
-
-
(10,514)
(10,514)


Shares issued during the year
375
4,151
-
-
4,526
-
4,526


Shares cancelled during the year
(175)
-
-
-
(175)
-
(175)



At 29 February 2024
9,800
90,555
(178,933)
(21,330,700)
(21,409,278)
170,900
(21,238,378)



Page 13

 

SECURITAS TOPCO LIMITED
 
 
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024

The notes on pages 19 to 37 form part of these financial statements.

Page 14

 
SECURITAS TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 March 2022
9,550
85,954
5,364
100,868



Profit for the year
-
-
7,732
7,732

Taxation in respect of items of other comprehensive income
-
-
1,500
1,500

Purchase of own shares
-
-
(605)
(605)

Shares issued during the year
50
450
-
500



At 1 March 2023
9,600
86,404
13,991
109,995



Profit for the year
-
-
8,010
8,010

Transfer of treasury shares
-
-
605
605

Shares issued during the year
375
4,151
-
4,526

Shares cancelled during the year
(175)
-
-
(175)


At 29 February 2024
9,800
90,555
22,606
122,961


The notes on pages 19 to 37 form part of these financial statements.

Page 15

 
SECURITAS TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 29 FEBRUARY 2024

29 February
Year ended
28 February
2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(6,825,732)
(6,766,766)

Adjustments for:

Amortisation of intangible assets
3,345,406
3,147,028

Depreciation of tangible assets
78,299
65,289

Loss on disposal of tangible assets
-
(2,133)

Interest paid
3,650,329
3,297,715

Interest received
(35,071)
(34,573)

Taxation charge
(120,848)
112,896

Increase in stocks
23,176
(61,879)

Decrease/(increase) in debtors
2,790,265
(930,806)

Increase in creditors
1,784,800
1,323,916

Corporation tax received
84,005
160,574

Foreign exchange
(129,899)
(118,064)

Net cash generated from operating activities

4,644,730
193,197


Cash flows from investing activities

Purchase of intangible fixed assets
(841,926)
(839,113)

Purchase of tangible fixed assets
(131,139)
(96,269)

Sale of tangible fixed assets
-
2,610

Interest received
35,071
34,573

Net cash from investing activities

(937,994)
(898,199)
Page 16

 
SECURITAS TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024

29 February
Year ended
28 February

2024
2023

£
£



Cash flows from financing activities

Issue of ordinary shares
4,350
2,000

Purchase of ordinary shares
-
(605)

Repayment of loans
(60,565)
-

Dividends paid
(10,514)
-

Interest paid
(3,650,329)
(130,662)

Net cash used in financing activities
(3,717,058)
(129,267)

Net (decrease) in cash and cash equivalents
(10,322)
(834,269)

Cash and cash equivalents at beginning of year
1,120,985
1,955,254

Cash and cash equivalents at the end of year
1,110,663
1,120,985


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,755,272
1,120,985

Bank overdrafts
(644,609)
-

1,110,663
1,120,985


The notes on pages 19 to 37 form part of these financial statements.

Page 17

 
SECURITAS TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 29 FEBRUARY 2024





At 1 March 2023
Cash flows
Other non-cash changes
At 29 February 2024
£

£

£

£

Cash at bank and in hand

1,120,985

634,287

-

1,755,272

Bank overdrafts

-

(644,609)

-

(644,609)

Debt due after 1 year

(34,994,809)

66,973

-

(34,927,836)

Debt due within 1 year

(5,908,211)

(6,408)

(3,368,460)

(9,283,079)


(39,782,035)
50,243
(3,368,460)
(43,100,252)

The notes on pages 19 to 37 form part of these financial statements.

Page 18

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

1.


General information

Securitas Topco Limited is a private limited liability company registered in England and Wales. Its registered office and business address is 5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD.
The principal activity of the Company is that of a holding company.
The principal activity of the Group was that of the provision of information security and risk managment solutions.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The Group made a loss for the year and at the reporting date has net current liabilities and net liabilities. The directors have reviewed group business forecasts for the year ended 29 February 2025 and 2026, including cash flow and overdraft facility headroom, and have concluded that there are no material going concern risks. All of the shareholders have agreed to defer payment of interest of £9,216,106 due to them on loan notes until a date at least 12 months from the date these financial accounts are signed. The directors also note that the loan notes of £34,872,996 are not due for repayment until 16 March 2026. The directors are therefore of the opinion the group accounts should be prepared under the going concern basis.

Page 19

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

The financial statements are presented in Sterling (£), which is the functional currency of the Company.
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Turnover

Turnover is measured at the fair value of amounts receivable in respect of goods and services provided in the year, net of trade discounts and excluding value added tax.
Revenue from the sale of goods and services are recognised when the risks and rewards have passed to the customer and a right to receive consideration has been established.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 20

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

2.Accounting policies (continued)

 
2.10

Pensions

The Group contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the Gompany has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

 
2.11

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
 
Page 21

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

2.Accounting policies (continued)


2.13
Intangible assets (continued)


Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Software development costs
-
5
years
Goodwill
-
10
years

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives on the following basis:

Fixtures and fittings
-
6 years straight line
Office equipment
-
5 years straight line
Computer equipment
-
3 years straight line
Other fixed assets
-
1 year straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 22

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

2.Accounting policies (continued)

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

Financial instruments

The Group only enters into transactions that result in the recognition of basic financial assets and basic financial liabilities.
Basic financial assets, such as trade and other debtors, are initially recognised at the transaction price less attributable transaction costs. Basic financial liabilities, such as trade and other creditors, are initially recognised at the transaction price plus attributable transaction costs. Subsequently, they are measured at amortised cost using the effective interest method, less any impairment losses in the case of basic financial assets.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is an 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.
Cash is represented by cash in hand and deposits with financial institutions.

Page 23

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of accounting policies management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The directors have made the following judgments:
a) Determining whether there are indicators of impairment of Company's and Group's tangible and intangible assets. Factors taken into consideration include the economic viability and expected future financial performance of the assets. 
b) Determining whether leases entered into by the group as a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
The directors have made the following key estimates:
a) Intangible and tangible fixed assets are depreciated over their useful lives taking  into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and estimated disposal values.


4.


Turnover

In the opinion of the directors, the analysis of turnover by class of the business would be seriously prejudicial to the interests of the Group. 

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
8,351,442
13,072,452

Rest of Europe
4,384,835
57,978

Rest of the world
10,774,555
14,793,648

23,510,832
27,924,078


Page 24

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

5.


Other operating income

2024
2023
£
£

Exceptional income
-
280,000


During the year the group received one-off income which related to group restructuring which happened in a previous period. This income has been recognised as exceptional income.


6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
76,189
65,289

Exchange differences
(32,300)
(42,163)

Other operating lease rentals
141,073
209,153

Exceptional costs
227,590
384,990

Amortisation of intangible fixed assets
3,345,406
3,147,028

During the accounting period various one-off expenses were incurred as part of the group acquisition and restructuring. These costs have been recognised as exceptional costs and are included within administrative expenses.


7.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


29 February
28 February
2024
2023
£
£



The audit of the consolidated and parent company's financial statements
37,800
32,000

The audit of the subsidiary financial statements
70,950
76,810

108,750
108,810

The audit fee for the Company is borne by a subsidiary company Performanta Limited.

Page 25

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£
£
£
£


Wages and salaries
9,990,516
8,331,853
3,718
-

Social security costs
757,309
544,249
-
-

Cost of defined contribution scheme
294,640
224,549
-
-

11,042,465
9,100,651
3,718
-


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Directors
9
9
8
8



Sales and marketing
22
25
-
-



Business support
19
16
-
-



Development
9
11
-
-



Services
104
105
-
-



Learners
18
15
-
-

181
181
8
8


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
863,650
933,143

Group contributions to defined contribution pension schemes
31,444
27,614

895,094
960,757


During the year retirement benefits were accruing to 4 directors (2023 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £191,051 (2023 - £172,116).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £16,605 (2023 - £6,317).

Page 26

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

10.


Interest receivable

2024
2023
£
£


Other interest receivable
35,071
34,573


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
46,661
-

Other loan interest payable
3,603,668
3,297,715

3,650,329
3,297,715


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
56,581
59,364

Adjustments in respect of previous periods
64,267
53,532



Taxation on profit on ordinary activities
120,848
112,896
Page 27

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 19% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(6,704,884)
(6,653,870)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2023 - 19%)
(1,273,928)
(1,264,235)

Effects of:


Non-tax deductible amortisation of goodwill and other intangibles
635,627
597,935

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
5,679
(22,670)

Capital allowances for year in excess of depreciation
(50,931)
(74,183)

Utilisation of tax losses
(116,993)
(18,151)

Adjustments to tax charge in respect of prior periods
64,267
53,532

Other timing differences leading to an decrease in taxation
10,795
49,706

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
-
(21,365)

Effect of different tax rates in foreign jurisdictions
22,996
79,523

Unrelieved tax losses carried forward
823,336
732,804

Total tax charge for the year
120,848
112,896


Factors that may affect future tax charges

At the reporting date the Group had estimated taxable losses of £11,444,818 (2023 - £8,147,985) available to carry forward and utilise against future taxable profits. No deferred tax asset have been recognised on these losses due to the uncertainty of its recoverability. 
From 1 April 2023 the rate of corporation tax will remain at 19% for companies with an annual profit of £50,000 or less, increase to 25% for companies with an annual profit of £250,000 or more, and increase to a marginal rate for companies with profits between £50,000 and £250,000. These thresholds are divided by the number of associated companies.

Page 28

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

13.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £8,010 (2023 - £7,732).


14.


Intangible assets

Group 







Software development costs
Goodwill
Total

£
£
£



Cost


At 1 March 2023
1,464,280
29,174,592
30,638,872


Additions
841,926
-
841,926



At 29 February 2024

2,306,206
29,174,592
31,480,798



Amortisation


At 1 March 2023
375,441
5,834,918
6,210,359


Charge for the year on owned assets
427,947
2,917,459
3,345,406



At 29 February 2024

803,388
8,752,377
9,555,765



Net book value



At 29 February 2024
1,502,818
20,422,215
21,925,033



At 28 February 2023
1,088,839
23,339,674
24,428,513



Page 29

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

15.


Tangible fixed assets

Group








Fixtures and fittings
Office equipment
Computer equipment
Other fixed assets
Total

£
£
£
£
£



Cost


At 1 March 2023
2,002
132,332
97,105
4,210
235,649


Additions
-
56,146
67,502
7,491
131,139



At 29 February 2024

2,002
188,478
164,607
11,701
366,788



Depreciation


At 1 March 2023
2,002
52,993
39,168
1,415
95,578


Charge for the year on owned assets
-
42,405
32,838
3,056
78,299



At 29 February 2024

2,002
95,398
72,006
4,471
173,877



Net book value



At 29 February 2024
-
93,080
92,601
7,230
192,911



At 28 February 2023
-
79,339
57,937
2,795
140,071

Page 30

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

16.


Fixed asset investments


Subsidiary undertakings


The Company has an investment in Securitas Midco Limited of £0.10. The net book value of this investment at the reporting date was £0.10. This is not presented on the Company Statement of Financial Position due to rounding. 


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Securitas Midco Limited
5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD, UK
Ordinary
100%
*Securitas Bidco Limited
5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD, UK
Ordinary
100%
*Identity Experts Limited
5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD, UK
Ordinary
100%
*Performanta Group (Pty) Limited
Unit 10 Tuscan Gardens Office Park, 14th Road, Noordwyk, Midrand, 1686, South Africa
Ordinary
100%
*Performanta Technologies (Pty) Limited
Unit 10 Tuscan Gardens Office Park, 14th Road, Noordwyk, Midrand, 1686, South Africa
Ordinary
100%
*Performanta South Africa (Pty) Limited
Unit 10 Tuscan Gardens Office Park, 14th Road, Noordwyk, Midrand, 1686, South Africa
Ordinary
70%
*Performanta Limited
5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD, UK
Ordinary
100%
*Performanta North America Inc
2711 Centerville Road, Suite 400, City of Wilmington, 19808, USA
Ordinary
100%
*Cyberlumeneer Limited
5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD, UK
Ordinary
100%
*Performanta Deutschland GmbH
WPG, StBG, RA Lindwurmstraße 114 80337 München, Germany
Ordinary
100%
*Performanta International Limited
3rd Floor , Ulysses House, Foley Street, Dublin 1, Ireland
Ordinary
100%
Page 31

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

*Performanta Australia
Level 26, 1 Bligh, 1 Bligh Street, Sydney, NSW 2000, Australia
Ordinary
100%

The entities above marked with an * are indirect subsidiaries.

The aggregate of the share capital and reserves as at 29 February 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Securitas Midco Limited
(382,751)
(131,155)

*Securitas Bidco Limited
(9,625,737)
(3,512,826)

*Identity Experts Limited
121,586
72,488

*Performanta Group (Pty) Limited
9,959,507
(11,904)

*Performanta Technologies (Pty) Limited
2,730,346
341,369

*Performanta South Africa (Pty) Limited
108,707
33,771

*Performanta Limited
8,891,792
(792,503)

*Performanta North America Inc
137,972
21,481

*Cyberlumeneer Limited
(42,315)
(138,052)

*Performanta Deutschland GmbH
584,590
128,513

*Performanta International Limited
(28,929)
(3,159)

*Performanta Australia
151,986
51,102

The entities above marked with an * are indirect subsidiaries.


17.


Stocks

Group
29 February
Group
28 February
2024
2023
£
£

Finished goods and goods for resale
79,710
131,864


Page 32

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

18.


Debtors

Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Trade debtors
-
1,111,493
-
-

Prepayments and accrued income
17,437
1,337,213
-
-

17,437
2,448,706
-
-


Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
3,622,148
3,680,514
-
-

Amounts owed by group undertakings
-
-
181,631
144,120

Prepayments and accrued income
2,041,763
2,032,076
-
-

Corporation tax repayable
27,935
167,457
-
-

Other tax recoverable
637,481
785,092
-
-

Other debtors
250,187
207,548
-
-

Interest receivable from group undertakings
-
-
23,057
14,680

6,579,514
6,872,687
204,688
158,800



19.


Cash and cash equivalents

Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,755,272
1,120,985
10,479
6,495

Less: bank overdrafts
(644,609)
-
-
-

1,110,663
1,120,985
10,479
6,495


Page 33

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

20.


Creditors: Amounts falling due within one year

Group
29 February
Group
28 February
Company
29 February
Company
28 February
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
644,609
-
-
-

Other loans
66,973
60,565
-
-

Trade creditors
1,037,014
1,667,367
-
-

Amounts owed to group undertakings
-
-
92,206
54,695

Corporation tax
16,176
15,224
-
-

Other taxation and social security
718,480
359,096
-
-

Other creditors
172,706
84,584
-
605

Accruals and deferred income
4,202,196
3,983,898
-
-

Interest payable on shareholder loan notes
9,216,106
5,847,646
-
-

16,074,260
12,018,380
92,206
55,300


The bank overdraft is secured by way of fixed and floating charge over assets of the group.


21.


Creditors: Amounts falling due after more than one year

Group
29 February
Group
28 February
2024
2023
£
£

Other loans
54,840
121,813

Other creditors
771,202
807,751

Accruals and deferred income
14,957
1,599,075

Shareholder loan notes 2-5 yrs
34,872,996
34,872,996

35,713,995
37,401,635


The shareholder loan notes totalling £34,872,996, accrue interest at 8% per annum compounded quarterly and are repayable in full on 16 March 2026. Accrued interest totalling £9,216,106 (2023 - £5,847,646) is presented in creditors due within one year. 
Of the loan notes, £20,249,433 are listed on the International Stock Exchange with a maturity date of 16 March 2026.
There are fixed and floating charges on the assets of the Company and Group in relation to loan notes of £20,249,433 and other related liabilities of £5,359,128 that have been provided to an intermediate parent company of the group by a majority shareholder of the Group.

Page 34

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

22.


Loans


Analysis of the maturity of loans is given below:


Group
29 February
Group
28 February
2024
2023
£
£

Amounts falling due within one year

Other loans
66,973
60,565

Amounts falling due 1-2 years

Other loans
54,840
66,973

Amounts falling due 2-5 years

Other loans
-
54,840

Shareholder loan notes
34,872,996
34,872,996


34,994,809
35,055,374


Included in other loans is a loan balance of £121,813 (2023 - £182,378) in respect of a business interruption loan on which interest is charged at a rate of 10.10% per annum and which is fully repayable within 5 years.


23.


Financial instruments

The Company and Group only enter into transactions that result in the recognition of basic financial assets and liabilities. It does not have financial assets and liabilities measured at fair value. 


24.


Share capital

29 February
28 February
2024
2023
£
£
Allotted, called up and fully paid



505,670 Ordinary A shares of £0.01 each
5,056.70
5,056.70
347,938 Ordinary B shares of £0.01 each
3,479.38
3,479.38
126,342 (2023 - 106,392) Ordinary C shares of £0.01 each
1,263.42
1,063.92

9,799.50

9,600.00


Page 35

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

24.Share capital (continued)

On 2 March 2023, 17,500 Ordinary C shares were cancelled. This was not recorded in the prior year and thus has been recorded in the current year.
On 8 May 2023, 23,950 Ordinary C shares were issued at £0.10 per share. 
On 27 March 2024, 13,500 Ordinary C shares were issued at £0.10 per share. 
All share classes rank pari pasu in all respects except on the repayment of capital, in which case the repayment of capital to Ordinary A shareholders will take place first.


25.


Reserves

Share premium account

The share premium reserve represents the amounts received by the Company in respect of shares issued in excess of par values.

Foreign exchange reserve

The foreign exchange reserve represents cumulative foreign exchange differences which have arisen on translation of subsidiaries whose balances are denominated in currencies other than £ sterling. 

Profit and loss account

The profit and loss reserve contains the cumulative balance of retained profit and losses since the Company started trading. It is a distributable reserve. 


26.


Pension commitments

The Group contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £171,071 (2023 - £103,928). Contributions totalling £43,008 (2023 - £41,155) were payable to the fund at the reporting date and are included in creditors.


27.


Commitments under operating leases

At 29 February 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
29 February
Group
28 February
2024
2023
£
£

Not later than 1 year
183,427
151,102

Later than 1 year and not later than 5 years
261,681
183,583

445,108
334,685
Page 36

 
SECURITAS TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024

28.


Related party transactions

Key management personnel include all individuals who together have the authority and responsibility for planning, directing and controlling the activities of the Group. During the year, they received total remuneration of £891,376 (2023 - £567,345).
During the year, the Group incurred fees totalling £113,092 (2023 - £109,199) from a company which is the majority shareholder of the group.
During the year the Group was charged interest totalling £3,368,460 (2023 - £3,104,302) by shareholders of the ultimate controlling party. At the reporting date, the company owed £44,089,102 (2023 - £40,720,642) to those shareholders.
During the year, the Group paid rent totalling £78,693 (2023 - £77,398) to a company which has common directorships. 
During the year, the group made sales totalling £2,798,650 and purchases totalling £4,005 to/from Performanta South Africa (Pty) Limited, a company which is owned 70% in the group. The group also paid interest of £51,326 and received interest of £12,866 to/from Performanta South Africa (Pty) Limited. At the reporting date, the group was owed £1,018,522 and owed £369,898 to/from Performanta South Africa (Pty) Limited. 
The Company has taken advantage of the provisions available to it under FRS102 to not disclose transactions it has entered into with wholly owned group members.


29.


Controlling party

The ultimate controlling party is Beech Tree Private Equity LP, whose registered office address is First Floor, Suite 3, Building Two, The Colony, Altrincham Road, Cheshire, SK9 4LY, UK.

 
Page 37