Registered number:
FOR THE YEAR ENDED 29 FEBRUARY 2024
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024
The directors present the strategic report of Securitas Midco Limited (the "Company") for the year ended 29 February 2024.
Securitas Midco Limited is part of the Performanta Group (the "Group") and holds the loan notes issued to Shareholders of the Group, and is the immediate parent of Securitas Bidco Limited which holds all of the operating companies within the Group.
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. The loan notes for Beech Tree Private Equity were listed on the International Stock Exchange on 27th August 2021.
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 in-house 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.
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 continues to increase it’s relationship with Microsoft and has recently gained Microsoft Verified Managed XDR Solution Status, in addition to many other partnerships including Microsoft Intelligent Security Association (MISA) status, 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.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
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.
The directors believe that there are numerous non-financial performance indicators, but none are individually key to assessing the overall performance of the Company.
This report was approved by the board on 26 November 2024 and signed on its behalf.
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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.
The loss for the year, after taxation, amounted to £131,155 (2023 - loss £118,149).
There were no proposed dividends in the current period.
The directors who served during the year were:
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company'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 company 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 to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
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. To deliver the growth strategy the Group recognises the need to invest in staff training and recruitment and working in 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.
There have been no significant events affecting the company since the year end.
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SECURITAS MIDCO LIMITED
We have audited the financial statements of Securitas Midco Limited (the 'company') for the year ended 29 February 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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).
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 company 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.
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 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SECURITAS MIDCO LIMITED (CONTINUED)
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.
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 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the 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 Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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.
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 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 company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SECURITAS MIDCO LIMITED (CONTINUED)
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 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 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, 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’s 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’s 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.
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’s legal advisors.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SECURITAS MIDCO LIMITED (CONTINUED)
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.
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 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 29 FEBRUARY 2024
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STATEMENT OF FINANCIAL POSITION
AS AT 29 FEBRUARY 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 19 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
Securitas Midco 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.
2.Accounting policies
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 management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Securitas Topco Limited as at 29 February 2024 and these financial statements may be obtained from Companies House.
The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The company made a loss for the year and at the reporting date had net liabilities. The directors have obtained assurance from other group companies that funds will be made available to the company so that it will be able to meet its financial obligations as and when they fall due for at least twelve months from the date the accounts are approved. Also all of the shareholders of the parent company have agreed to defer payment of the £9,216,106 interest due to them on loan notes until a date at least twelve months from the date these financial accounts are approved. Therefore the accounts have been prepared under the going concern basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
2.Accounting policies (continued)
The company only enters into basic financial transactions that result in the recognition of loans to and from related parties which are considered basic financial assets and liabilities.
Loans to and from related parties are recognised initially at the transaction price. Subsequently they are measured at amortised cost using the effective interest method less any impairment losses in the case of loans to related parties.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
9.Taxation (continued)
At the reporting date the company had estimated tax losses of £363,475 (2023 - £237,000) available to carry forward and use against future taxable profits. No deferred tax asset provision in respect of the losses has been made as there is insufficient evidence to ascertain 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
Subsidiary undertakings (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
Profit and loss account
The immediate and ultimate parent undertaking is Securitas Topco Limited, whose registered office address is 5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD.
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.
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