Company registration number 14601400 (England and Wales)
Chronos Topco Limited
Annual Report And Financial Statements
For The Period Ended 31 March 2024
CHRONOS TOPCO LIMITED
Chronos Topco Limited
COMPANY INFORMATION
Directors
Mr J Musker
(Appointed 18 January 2023)
Mr J Nakache
(Appointed 18 January 2023)
Company number
14601400
Registered office
C/O Marlin Equity Partners
4th Floor
1 Newman Street
London
W1T 1PB
Auditor
Grant Thornton UK LLP
Victoria House
4th Floor
199 Avebury Boulevard
Milton Keynes
MK9 1AU
CHRONOS TOPCO LIMITED
Chronos Topco Limited
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10 - 11
Group statement of financial position
12 - 13
Group statement of changes in equity
14
Group statement of cash flows
15 - 16
Notes to the group financial statements
17 - 52
Parent company statement of financial position
53
Parent company statement of changes in equity
54
Notes to the parent company financial statements
55
CHRONOS TOPCO LIMITED
Chronos Topco Limited
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for the period ended 31 March 2024. It should be noted that the period ended 31 March 2024 is the first and an extended financial period, of 14 months, for Chronos Topco Limited.

Review of the business

The group acquired the group headed by Bemafin Invest SAS (hereafter “Tennaxia group”) on 7 March 2023. Chronos Topco is therefore the new parent entity of the Tennaxia group. Tennaxia Group is a dynamic and innovative software-as-a-service (SaaS) business. Tennaxia, based in France, is a company specialising in sustainability, environmental, health, and safety (EHS) management software and consulting services. Operating within the complex and dynamic EHS and sustainability markets, Tennaxia has carved out a niche by providing tailored solutions that enable companies to manage compliance, sustainability reporting, and risk management more effectively. The company's business model revolves around a hybrid approach that combines cloud-based software solutions with expert consulting services, catering primarily to large and medium-sized enterprises across various industries, including manufacturing, energy, and retail.

 

The Company’s business complexity is evident in its dual focus on both technology and consulting, requiring a deep understanding of regulatory environments, client needs, and technological advancements. The company’s operational model emphasises close collaboration with clients to deliver customised solutions that align with their specific EHS and sustainability objectives. This approach has allowed Tennaxia to maintain a strong client base, with its services supporting businesses in navigating the increasingly stringent regulatory landscapes.

 

The directors are satisfied with the financial results of the period ended 31 March 2024. The directors of Tennaxia are committed to driving sustainable growth while continuously enhancing their service offerings. Their strategy focuses on expanding the company's software capabilities, increasing market penetration, and strengthening their consulting expertise. This is in line with the company’s performance over the past year, where Tennaxia reported stable revenue growth despite the challenging economic environment.

Looking forward, Tennaxia is well-positioned to capitalise on the increasing demand for EHS and sustainability solutions. While the business has shown resilience, the directors remain cautious of potential external pressures, including economic fluctuations and regulatory changes. Nonetheless, the strategic investments made during the year have strengthened the company’s foundation, with the year-end performance indicating a positive outlook for continued growth and expansion in the upcoming years.

Principal risks and uncertainties

The Company manages financial risks according to instructions provided by the Board of Directors. The Company has financial debt on its balance sheet and is therefore exposed to interest rate risk. The amount of debt is leveraged against its annual recurring revenues and the evolution of the interests is closely monitored for affordability. The company’s customer base partly consists of small and medium sized enterprises whose operations may not be as stable as those of larger corporations with a potentially better credit rating. The company’s business is, nevertheless, based on a large number of customers and, therefore, the impact of a single customer on the Group’s revenue is small. Nevertheless, the customer churn rates are closely monitored, the efficient customer success team contributing to keep these rates low.

Development and performance

The group primarily measures business success based on sales development, specifically recurring sales from subscription contracts.

Key performance indicators

The directors monitor the company's financial performance against strategic objectives using key performance indicators (KPI’s) on a regular basis. Annual Recurring Revenue (ARR) is the key performance indicator for the group. For the period ended 31 March 2024, this was €9.9m. The B2M2 Bidco's group results for the year are in line with the expectation of the directors and provide a solid base for future activities.

The revenue of the group reached €12,270,279 fuelled by a solid expansion of the existing client portfolio and high retention rate. The gross margin of the group is 65.4% for the period.

The group generated a loss before tax of €15,236,146. Total assets at the year-end totalled €120,610,568.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -
Future development

Following a recent founder transition to professional CEO and certain key c-level appointments i.e. CFO. The directors have no other plans for further reorganisation or change in the near future and remain cautious but optimistic in light of the group’s position and macro-economic factors. There are no additional post balance sheet events relevant to the reading of the financial statements except the ones disclosed in the note 36 "Events after the reporting date".

On behalf of the board

Mr J Musker
Director
19 December 2024
CHRONOS TOPCO LIMITED
Chronos Topco Limited
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -

The directors present their annual report and financial statements for the period ended 31 March 2024.

Principal activities

The principal activity of the group continued to be that of providing software licenses and associated services for the access to an online platform to assist companies in managing their projects in terms of ESG and HSE.

 

The company was incorporated on 18 January 2023. On 7 March 2023, the group acquired the group headed by Bemafin Invest SAS (hereafter "Tennaxia Group").

Results and dividends

The results for the period are set out on pages 10 to 11.

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

Directors

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

Mr J Musker
(Appointed 18 January 2023)
Mr J Nakache
(Appointed 18 January 2023)
Post reporting date events

Acquisition of Traace

On 24 May 2024, Bemafin Invest SAS and B2M2 Midco SAS acquired 100% of the company Traace, which is a software company that provides greentech solutions to measure carbon footprint, track reduction projects and design green IT strategies. The acquisition is in line with the strategy to offer a complete range of services in the CSR business.

 

B2M2 Bidco SAS used €6,000K out of the €10,000K Eurazeo Capex & Acquisition Facility to finance the acquisition.

 

The 3 co-founders of Traace subscribe for shares in B2M2 Midco SAS totalling 4.5% of the share capital.

 

Change in the share capital distribution

Marlin EP and BPI France have invested further in the capital of the B2M2 Midco SAS Group. Marlin EP holds a majority of voting rights in B2M2 Midco SAS Group.

 

The governance also evolved with co-founder as of 27 June 2024, Bernard Fort resigned from his CEO role and remains B2M2 Midco SAS Board chairman.

Auditor

Grant Thornton UK LLP were appointed as auditor and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 4 -
On behalf of the board
Mr J Musker
Mr J Nakache
Director
Director
19 December 2024
CHRONOS TOPCO LIMITED
Chronos Topco Limited
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2024
- 5 -

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.

 

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

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CHRONOS TOPCO LIMITED
- 6 -
Opinion

We have audited the financial statements of Chronos Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 7 March 2023 to 31 March 2024, which comprise the group statement of comprehensive income, the group statement of financial position, the group statement of cash flows, the group statement of changes in equity, the parent company statement of financial position, the parent company statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial statements’ section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We are responsible for concluding 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 group's and the parent 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 report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the group's and the parent company's business model including effects arising from macro-economic uncertainties such as the cost of living crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going concern period.

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.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHRONOS TOPCO LIMITED
- 7 -

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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 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:

Matter on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 5, 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.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHRONOS TOPCO LIMITED
- 8 -
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

CHRONOS TOPCO LIMITED
Chronos Topco Limited
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHRONOS TOPCO LIMITED
- 9 -

 

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 auditor’s 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 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 auditor’s 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.

Charlotte Anderson (Senior Statutory Auditor)
For and on behalf of Grant Thornton UK LLP
19 December 2024
Chartered Accountants
Statutory Auditor
Victoria House
4th Floor
199 Avebury Boulevard
Milton Keynes
MK9 1AU
CHRONOS TOPCO LIMITED
Chronos Topco Limited
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
- 10 -
Period
ended
31 March
2024
Notes
Revenue
5
12,270,279
Cost of sales
(4,245,507)
Gross profit
8,024,772
Other operating income
587
Administrative expenses
(9,583,980)
Non-recurring expenses
6
(6,172,422)
Operating loss
7
(7,731,043)
Finance costs
11
(7,367,103)
Other gains and losses
12
(138,000)
Loss before taxation
(15,236,146)
Income tax
13
3,371,234
Loss for the period
(11,864,912)
Other comprehensive income:
Items that will not be reclassified to profit or loss
Actuarial loss on defined benefit pension schemes
28
(31,840)
Tax relating to items not reclassified
7,960
Total items that will not be reclassified to profit or loss
(23,880)
Total other comprehensive expense for the period
(23,880)
Total comprehensive expense for the period
(11,888,792)
Loss for the financial period is attributable to:
- Owners of the parent company
(6,455,371)
- Non-controlling interests
(5,409,541)
(11,864,912)
CHRONOS TOPCO LIMITED
Chronos Topco Limited
GROUP STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
Period
ended
31 March
2024
Notes
- 11 -
Total comprehensive expense for the period is attributable to:
- Owners of the parent company
(6,462,933)
- Non-controlling interests
(5,425,859)
(11,888,792)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 17 to 52 form part of these group financial statements.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 12 -
2024
Notes
Non-current assets
Goodwill
15
72,182,124
Intangible assets
15
30,308,282
Property, plant and equipment
16
4,455,874
Other receivables
19
165,520
107,111,800
Current assets
Contract assets
18
614,730
Trade and other receivables
19
8,114,984
Current tax recoverable
349,096
Cash and cash equivalents
4,419,958
13,498,768
Current liabilities
Trade and other payables
26
10,278,273
Contract liabilities
18
7,681,248
Borrowings
21
528,282
Lease liabilities
25
449,433
Derivative financial instruments
138,000
19,075,236
Net current liabilities
(5,576,468)
Non-current liabilities
Borrowings
21
63,533,110
Lease liabilities
25
3,322,868
Deferred tax liabilities
27
2,254,500
Retirement benefit obligations
28
616,196
69,726,674
Net assets
31,808,658
Equity
Called up share capital
30
21,311
Share premium account
31
2,108,689
Retained losses
(6,462,925)
Equity attributable to owners of the parent company
(4,332,925)
Non-controlling interests
36,141,583
Total equity
31,808,658
CHRONOS TOPCO LIMITED
Chronos Topco Limited
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 MARCH 2024
31 March 2024
- 13 -

The notes on pages 17 to 52 form part of these group financial statements.

The financial statements were approved by the board of directors and authorised for issue on 19 December 2024 and are signed on its behalf by:
Mr J  Musker
Director
Company registration number 14601400 (England and Wales)
CHRONOS TOPCO LIMITED
Chronos Topco Limited
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 14 -
Share capital
Share premium account
Retained losses
Total
Non-controlling interest
Total
Notes
Balance at 18 January 2023
-
0
-
0
-
0
-
0
-
-
Period ended 31 March 2024:
Loss for the period
-
-
(6,455,371)
(6,455,371)
(5,409,541)
(11,864,912)
Other comprehensive expense:
Actuarial loss on pensions scheme - net of tax
-
-
(7,562)
(7,562)
(16,318)
(23,880)
Total comprehensive expense
-
-
(6,462,933)
(6,462,933)
(5,425,859)
(11,888,792)
Transactions with owners:
Issue of share capital
30
21,311
2,108,689
-
2,130,000
-
2,130,000
Issue of shares in subsidiary to non-controlling interest
33
-
-
-
-
41,372,826
41,372,826
Share option expense
29
-
-
-
-
194,616
194,616
Other movements
-
-
8
8
-
8
Balance at 31 March 2024
21,311
2,108,689
(6,462,925)
(4,332,925)
36,141,583
31,808,658

The notes on pages 17 to 52 form part of these group financial statements.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024
- 15 -
2024
Notes
Cash flows from operating activities
Loss for the period after tax
(11,864,912)
Adjustment for non-cash items:
Taxation credited
13
(3,371,234)
Finance costs
11
7,367,103
Other losses
12
138,000
Loss on disposal of property, plant and equipment
16,533
Loss on disposal of intangible assets
4,740
Equity-settled share-based payment expense
29
194,616
Amortisation of intangible assets
15
2,334,458
Depreciation and impairment of property, plant and equipment
16
647,722
Increase in provisions
20
2,353
Current and past service cost
28
88,612
(4,442,009)
Increase in trade receivables
(168,542)
Increase in trade payables
(1,993,907)
Increase in contract assets
(251,520)
Increase in contract liabilities
2,162,481
Effect of change other assets and liabilities
402,769
Net cash outflow from operating activities
(4,290,728)
Investing activities
Purchase of subsidiary, net of cash acquired
32
(64,033,800)
Purchase of intangible assets
15
(1,667,842)
Purchase of property, plant and equipment
(304,973)
Purchase of financial assets
(21,813)
Net cash used in investing activities
(66,028,428)
Financing activities
Proceeds from issue of shares
30 & 31
2,130,000
Proceeds from issue of shares in subsidiaries
21,834,000
Proceeds from borrowings
61,006,633
Repayment of borrowings
(9,443,580)
Payment of lease liabilities
(406,176)
Interest paid
(382,509)
Net cash generated from financing activities
74,738,368
CHRONOS TOPCO LIMITED
Chronos Topco Limited
GROUP STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2024
Notes
- 16 -
Net increase in cash and cash equivalents
4,419,212
Cash and cash equivalents at beginning of the period
-
0
Cash and cash equivalents at end of the period
4,419,212
Relating to:
Bank balances and short term deposits
4,419,958
Bank overdrafts
(746)
4,419,212

The notes on pages 17 to 52 form part of these group financial statements.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
GROUP STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 17 -
1
Analysis of changes in net debt
18 January 2023
Cash flows
Additions via business combinations
New lease incepted
Other movements
31 March 2024
Borrowings excluding overdrafts
-
51,563,053
9,449,156
-
3,049,183
64,061,392
Lease liabilities
-
(406,176)
3,778,441
286,237
113,799
3,772,301
-
51,156,877
13,227,597
286,237
3,162,982
67,833,693

Other movements relate to interest accrued which remains unpaid.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 18 -
2
Accounting policies
Company information

Chronos Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Marlin Equity Partners, 4th Floor, 1 Newman Street, London, W1T 1PB. The company's principal activities and nature of its operations are disclosed in the directors' report.

 

The group consists of Chronos Topco Limited and all of its subsidiaries.

2.1
Accounting convention

The Group consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards.

 

The individual parent company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework.

 

The current period represents the 14 month period from incorporation from 18 January 2023 to 31 March 2024.

The financial statements are prepared in euros, which is the functional currency of all of the entities in the group. Monetary amounts in these financial statements are rounded to the nearest €1.

The financial statements have been prepared under the historical cost convention, except for the revaluation of the derivative. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

 

(a) the requirements of IFRS 7 'Financial Instruments: Disclosure';

(b) the requirements within IAS 1 relating to the presentation of certain comparative information;

(c) the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;

(d) paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but it not yet effective); and

(e) the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a Group.

 

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the period was €nil.

2.2
Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

 

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 19 -
2.3
Basis of consolidation

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

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Non-controlling interests are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

2.4
Going concern

As at 31 March 2024, the Group had net liabilities of €4,332,925 and cash and cash equivalents of €4,419,958. At 31 March 2024, the group was funded by a combination of bank loans and loans with the Private Equity Investment Firm, Marlin Equity Partners. There are covenants attached to the bank loans which have been met at the year end and are expected to be met throughout the forecast period.true

 

The directors have prepared a base case cash flow and forecasts extending to March 2026, which indicate that the Company and Group will have sufficient funds to meet its liabilities as they fall due for that period. The base case projections assume synergies and cross-selling opportunities will start to be realised during this period and beyond which is evident from post year end financials and cash balances held as at the signing of these financial statements.

 

As such, the directors have at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

2.5
Revenue

Net revenues are measured at the fair value of consideration received or receivable, net of discounts and rebates granted to buyers. Sales taxes and value-added taxes are not included in net sales.

The revenues are recognised under IFRS 15 on a five-step basis: identification of a contract, identification of the performance obligations, satisfaction of the performance obligations, determination of the transaction price and allocation of the transaction price to the performance obligations.

According to IFRS 15, revenue is recognised when a performance obligation is satisfied, over time or at a point of time. The mode uses a contract based on the five-step analysis (see above) of transactions to determine when, and how much revenue is recognised. This includes the matching of stand-alone process for services provided to the satisfaction of performance obligations.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 20 -

Revenues from the licence

The service by granting the licence is the promise to the right to access to the Group’s platform with varying additional modules and facilities. The related performance obligation is considered to be satisfied over-time on a linear basis, over the subscription’s period for access to the platform, which is usually 1 year renewable.

 

Revenues from other services

Other services are provided alongside the core platform subscription, for example a support service package. mainly rendered in relation with the license contracts. The revenues related to that services are recognised according to their own performance obligations, which are over time, over the periods that services are rendered, based on the stage of completion.

Other considerations

The Group does not consider the unconditional right to consideration until the point of raising the invoice, at which point the fee amount has been agreed and confirmed with the customer. Therefore, the billed amount are recognised in trade receivables, and the unbilled amounts are recognised as contract assets if material. Revenues billed in advance are recognised as deferred revenues.

 

The group has not identified separate performance obligation in the customer’s contracts, related to the warranty / maintenance costs. Consequently, costs incurred, if any, are recorded according to IAS 37.

2.6
Goodwill

Goodwill represents the excess of the cost of acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisition of the subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

2.7
Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

 

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

 

Software         5 years straight line

Patents and licences     3 years straight line

Other intangibles        Not amortised

Brand            Not amortised

Customer relationships    15 years straight line

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 21 -
2.8
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Buildings and improvements
6 years straight line
Office equipment
5 years straight line
Machinery and equipment
3 years straight line
Right of use property
Over the term of the lease
Right of use vehicles
Over the terms of the lease

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

 

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

IFRS 16 has been adopted and leased assets are presented as right of use assets above.

 

Payments in respect of short term and/or low value leases (where leases have a value of less than £5,000, or less than 12 months or no minimum contract term) continue to be charged to the income statement on a straight-line basis over the term of the lease.

 

The right of use assets are depreciated over the shorter of the asset’s useful life and the lease term, on a straight line basis. The leases are discounted at the Group’s incremental borrowing rate on the date of lease inception, which ranges between 2.8%-3.1%.

 

Further details on the Group's leases are given in note 25.

2.9
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

2.10
Borrowing costs related to non-current assets

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 22 -

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

2.11
Impairment of tangible and intangible assets

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

2.12
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

2.13
Financial assets

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 23 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

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

 

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

 

The Group recognises lifetime expected credit losses (ECL) for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Group’s historical credit loss experience, adjusted for facts that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast director of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

2.14
Financial liabilities

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

2.15
Equity instruments

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 24 -
2.16
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

2.17
Taxation

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

Current tax

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

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

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

2.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 25 -
2.19
Retirement benefits

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

 

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

 

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

2.20
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Monte Carlo simulation. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

2.21
Leases

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 26 -

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

2.22
Foreign exchange

Transactions in currencies other than euro are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2.23

Non-recurring operating incomes and expenses

Non-recurring operating incomes and expenses correspond to non-current income and expenses which are unusual, uncommon and of a significant amount.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 27 -
3
Adoption of new and revised standards and changes in accounting policies

Standards which are in issue but not yet effective

 

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):

Effective date - period beginning on or after
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
1 January 2024
Non-current Liabilities with Covenants (Amendents to IAS 1) and Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
1 January 2024
Lease liability in a Sale and Leaseback (Amendments to IAS 1)
1 January 2024
Lack of Exchangeability (Amendments to IAS 1)
1 January 2025
IFRS 18 Presentation and Disclosure in Financial Statements
1 January 2027*
IFRS 19 Subsidiaries without Public Accountability: Disclosures
1 January 2027*
Amendments to the Classification and Measurement of Financial Instruments
1 January 2026*

* These standards, amendments and interpretations have not yet been endorsed by the UK and the dates shown are the expected effective dates for period beginning on or after these dates.

 

The adoption of all above standards is not expected to have any material impact on the Group’s financial statements.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 28 -
4
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, 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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Capitalisation of development costs

The Group recognises as intangible fixed assets development costs that are considered to meet the relevant capitalisation criteria. The measurement of such costs and assessment of their eligibility in line with the appropriate capitalisation criteria requires judgement and estimation around the time spent by eligible staff on development, expectations around the ability to generate future economic benefit in excess of cost and the point at which technical feasibility is established.

Useful lives and impairment of non-current assets (including right-of-use assets)

Depreciation and amortisation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the Group's accounting policy. The selection of these estimated lives requires the exercise of management judgement. Useful lives are regularly reviewed and should management's assessment of useful lives shorten/increase then depreciation charges in the financial statements would increase/decrease and carrying amounts of tangible assets would change accordingly.

 

The Group is required to consider, on an annual basis, whether indications of impairment relating to such assets exist and if so, perform an impairment test. The recoverable amount is determined based on the higher of value in use calculations or fair value less costs to sell. The use of value in use method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. The Directors are satisfied that all recorded assets will be fully recovered from expected future cash flows.

Deferred tax

The Group makes provision for anticipated tax consequences based on the likelihood of whether additional taxes may arise. The Group recognises deferred tax assets to the extent to which it expects to be able to utilise the balances against future taxable profits.

Key sources of estimation uncertainty
Incremental borrowing rates applied to calculate lease liabilities

The Group has used the incremental borrowing rate to calculate the value of the lease liabilities relating to its property lease liabilities recognised under IFRS 16. The discount rate used reflects the estimated risks associated with borrowing against similar assets by the Group, incorporating assumptions for similar terms, security and funds at that time.

 

The carrying amounts of such liabilities is disclosed within note 25.

Share based payments

The determination of the fair values of share options and warrants has been made by reference to the Monte Carlo model. The input with the greatest amount of estimation being the volatility of the company's share price which has been derived via benchmarking against similar companies in the industry. Other key inputs are set out in note 29.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
4
Critical accounting estimates and judgements
(Continued)
- 29 -
Valuation of acquired intangible assets

In assessing the fair value of the intangible assets acquired in acquisitions, the management estimated the future cash inflows and cost savings associated with each class of intangible asset acquired. These are amortised over their estimated useful lives in accordance with IAS 38 – Intangible Assets.

Defined benefit pension scheme

The group has a defined benefit pension scheme. The management use external specialists to determine both the present value of the obligation under the scheme, and also the fair value of assets owned, to determine the overall deficit in the scheme that must be made good. Full disclosure of the assumptions used by the independent third party is provided in note 28.

5
Revenue
2024
Revenue analysed by class of business
Software licence
8,624,396
Other services
3,645,883
12,270,279
2024
Revenue analysed by geographical market
France
12,270,279

No individual customer contributed in excess of 10% of total revenues.

 

For an extended description of the nature and timing of the satisfaction of performance obligations in contracts with customers including the group’s accounting policies and assessments regarding the timing of and method adopted for revenue recognition and significant judgments when applying IFRS 15, see accounting policy note 2.5.

6
Non-recurring expenses
2024
Expenditure
Acquisition costs
5,536,969
Other non-recurring costs
635,453
6,172,422

Other non-recurring costs include costs relating to IT, finance, and human resources.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 30 -
7
Operating loss
2024
Operating loss for the period is stated after charging/(crediting):
Exchange losses
695
Research and development costs
606,479
Depreciation of property, plant and equipment
634,919
Loss on disposal of property, plant and equipment
16,533
Amortisation of intangible assets (included within administrative expenses)
2,334,458
Loss on disposal of intangible assets
4,740
Share-based payments
194,616
8
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
For audit services
Audit of the financial statements of the group and company
81,862
Audit of the financial statements of the company's subsidiaries
54,000
135,862
For other services
Tax services
29,236
9
Employees

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

2024
Number
Directors
2
Cost of sales
54
Research and development
22
Sales and marketing
15
General and administration
18
Total
111
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
9
Employees
(Continued)
- 31 -

Their aggregate remuneration comprised:

2024
Wages and salaries
6,243,254
Social security costs
1,946,368
Pension costs
88,612
Share-based payment costs
194,616
8,472,850
10
Directors' remuneration

The directors' received no remuneration nor benefits during the period.

11
Finance costs
2024
Interest on bank overdrafts and loans
3,302,338
Interest on lease liabilities
113,799
Interest on loans from related parties
3,924,952
Net interest on net defined benefit liability
17,227
Other interest payable
8,787
Total interest expense
7,367,103
12
Other losses
2024
Change in value of financial liabilities measured at fair value through profit or loss
(138,000)

The financial liabilities held at fair value relate to interest rate caps. The caps contract has been recorded at the fair value at the inception date. As the contract does not meet the criteria for cash-flows hedging instruments as defined by IFRS 9, the change in fair value is recorded in the income statement.

 

13
Income tax
2024
Current tax
Foreign taxes and reliefs
24,502
24,502
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
13
Income tax
2024
(Continued)
- 32 -
Deferred tax
Origination and reversal of temporary differences
(3,395,736)
Total tax (credit)
(3,371,234)

The charge for the period can be reconciled to the loss per the income statement as follows:

2024
Loss before taxation
(15,236,146)
Expected tax credit based on a corporation tax rate of 25.00%
(3,809,037)
Change in unrecognised deferred tax assets
570,021
Other permanent differences
(88,869)
Share based payment charge
48,654
Tax credit
(92,003)
Taxation credit for the period
(3,371,234)

In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
(7,960)

The UK corporation tax rate was 19.00% until April 2023 when it increased to 25% for groups with taxable profits of over £250,000.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 33 -
14
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
In respect of:
Property, plant and equipment
12,803
Recognised in:
Administrative expenses
12,803
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 34 -
15
Intangible assets
Goodwill
Software
Patents & licences
Other intangibles
Brand
Customer relationships
Total
Cost
Additions - purchased
-
0
1,664,645
3,197
-
0
-
0
-
0
1,667,842
Disposals
-
0
-
0
(4,740)
-
0
-
0
-
0
(4,740)
Business combinations
72,182,124
4,319,000
13,695
174,943
2,556,000
23,916,000
103,161,762
At 31 March 2024
72,182,124
5,983,645
12,152
174,943
2,556,000
23,916,000
104,824,864
Amortisation and impairment
Charge for the period
-
0
606,479
712
-
-
1,727,267
2,334,458
At 31 March 2024
-
0
606,479
712
-
-
1,727,267
2,334,458
Carrying amount
At 31 March 2024
72,182,124
5,377,166
11,440
174,943
2,556,000
22,188,733
102,490,406
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
15
Intangible assets
(Continued)
- 35 -

More information on impairment movements in the period is given in note 14.

The goodwill arose when Chronos Topco Limited acquired the share capital of Bemafin Investment SAS on 7 March 2023. All of the goodwill is allocated to one CGU, being the Tennaxia operations.

 

The Group tests intangible assets for impairment annually. Assets are assessed for impairment by comparing the carrying values with the value-in-use calculation, which is determined by calculating the net present value ("NPV") of future cashflows arising from the intangible assets.

 

The NPV of future cash flows is based on forecasts for the next four years to 2028 and subsequent expectations of the business revenue growth and EBITDA margin through application of the ‘rule of 40’ in line with market expectation throughout 2029 and 2030 due to the business being in an early growth phase. Growth rates have been applied based on historic trends and taking into account the establishment of the senior leadership team. Revenue growth over the forecast period to 2030 averages 22% per annum. A long-term growth rate of 2% has been used to perpetuity based on market expectations and European Central Banks inflation targets. A discount rate of 11.6% for the CGU has been used based on the Group's estimated costs of capital and on the risk profile of the underlying assets.

 

The value of key assumptions used reflects historical data from both external and internal sources. Growth rates reflect the long-term growth rates anticipated for the product line and industry but the forecasts are sensitive to these forecasts given the start-up nature of the business.

 

The estimate of recoverable amount is particularly sensitive to the discount rate and reduction in revenues. If the discount rate used is increased by 0.5%, an impairment loss of €5.2m would have to be recognised which would be written off against goodwill. A 2% per cent decrease in forecasted revenue every year throughout the forecast period and in the terminal year would result in impairment loss of €5.1m. Management is not currently aware of any other reasonably possible changes to key assumptions that would cause the carrying amount to exceed its recoverable amount.

 

It is concluded that no impairment of intangible assets is required at the year end.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 36 -
16
Property, plant and equipment
Buildings and improvements
Machinery and equipment
Office equipment
Assets under construction
Right of use property
Right of use vehicles
Total
Cost
At 18 January 2023
-
0
-
0
-
0
-
0
-
0
-
0
-
Additions
115,846
43,105
146,022
-
0
400,036
-
0
705,009
Business combinations
468,485
101,484
65,331
1,379
3,746,967
31,474
4,415,120
Disposals
(16,533)
-
0
-
0
-
0
-
0
-
0
(16,533)
Transfers
-
0
1,379
-
0
(1,379)
-
0
-
0
-
0
At 31 March 2024
567,798
145,968
211,353
-
0
4,147,003
31,474
5,103,596
Accumulated depreciation and impairment
At 18 January 2023
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Charge for the period
70,360
30,795
54,293
-
0
465,201
14,270
634,919
Impairment loss
-
0
-
0
12,803
-
0
-
0
-
0
12,803
At 31 March 2024
70,360
30,795
67,096
-
0
465,201
14,270
647,722
Carrying amount
At 31 March 2024
497,438
115,173
144,257
-
3,681,802
17,204
4,455,874
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
16
Property, plant and equipment
(Continued)
- 37 -

IFRS 16 has been adopted and leased assets are presented as right of use assets above.

 

Payments in respect of short term and/or low value leases (where leases have a value of less than £5,000, or less than 12 months or no minimum contract term) continue to be charged to the income statement on a straight-line basis over the term of the lease.

 

The right of use assets are depreciated over the shorter of the asset’s useful life and the lease term, on a straight line basis. The leases are discounted at the Group’s incremental borrowing rate on the date of lease inception, which ranges between 2.8%-3.1%.

 

Further details on the Group's leases are given in note 25.

 

The Company has no items of property, plant and equipment as at 31 March 2024.

17
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Address
Principal activities
Class of
% Held
shares held
Direct
Indirect
Chronos Midco Limited (1)
UK
Holding company
Ordinary
100.00
-
B2M2 Bidco SAS (2)
France
Holding company
Ordinary
0
31.66
Bemafin invest SAS (2)
France
Holding company
Ordinary
0
31.66
Tennaxia SAS (2)
France
Trading company
Ordinary
0
31.66
Tennaxia France SAS (2)
France
Trading company
Ordinary
0
31.66
B2M2 Midco SAS (2)
France
Holding company
Ordinary & preferred
0
31.66
Tenn 2 SAS (2)
France
Holding company
Ordinary & preferred
0
48.00
Tenn 3 SAS (2)
France
Holding company
Ordinary & preferred
0
47.78

Registered office addresses (all UK unless otherwise indicated):

1
C/O Marlin Equity Partners, 4th Floor, 1 Newman Street, London, W1T 1PB
2
Rue Albert Einstein, Parc Tertiaire Technopole, 53810 Changé

On March 7, 2023, the group acquired 31.66% of B2M2 Midco SAS’s share capital. This represents a 51% stake in terms of voting rights.

 

On March 7, 2023, the group also acquired 48.00% and 47.78% of Tenn 2 SAS and Tenn 3 SAS share capital. This represents a 51% stake in both companies in terms of voting rights.

18
Contracts with customers
2024
Contracts in progress
Contract assets
614,730
Contract liabilities
(7,681,248)
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
18
Contracts with customers
(Continued)
- 38 -

Contract assets and contract liabilities are both shown on the face of the statement of financial position. They arise from the Group's contracts because cumulative payments received from customers at each balance sheet date do not necessarily equal the amount of revenue recognised on the contracts.

 

Note that contract assets are yet to be invoiced, and therefore not due at the year end.

19
Trade and other receivables
Current
Non-current
2024
2024
Trade receivables
5,517,875
-
Provision for bad and doubtful debts
(2,353)
-
5,515,522
-
VAT recoverable
1,880,483
-
Amounts owed by related parties
311,500
-
0
Other receivables
9,626
165,520
Prepayments
397,853
-
8,114,984
165,520
20
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

Expected credit loss assessment
2024
Balance
Rate
Loss allowance
Trade receivables
%
Not past due
4,209,027
-
-
Less than 30 days
1,117,772
-
-
30 to 60 days
109,965
-
-
60 to 90 days
48,368
-
-
More than 90 days
32,743
7.19
2,353
5,517,875
2,353

No significant receivable balances are impaired at the reporting end date.

 

The Group considers that the credit risk is limited due to contracts being signed mainly with reputable customers, most of the contracts being prepaid at the start of the agreements and contracts being carefully monitored.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
20
Trade receivables - credit risk
(Continued)
- 39 -
Movement in the allowances for doubtful debts
2024
Balance at 18 January 2023
-
Additions - business combinations
9,590
Movement in allowance recognised
(7,237)
Balance at 31 March 2024
2,353
21
Borrowings
Current
Non-current
2024
2024
Borrowings held at amortised cost:
Bank overdrafts
746
-
Other loans
527,536
21,551,935
Loans from related parties
-
41,981,175
528,282
63,533,110

The Group has the following non-current borrowings at 31 December 2023:

Date of loan
Initial loan amount
Interest rate
Maturity
Carrying amount
Marlin Equity Partners
7 March 2023
41,981,175
8.75%
6 March 2033
41,981,175
EURAZEO Term Loan B
7 March 2023
20,000,000
8% + 3 month EURIBOR
7 March 2030
18,748,090
EURAZEO Capex and acquisition facility
7 March 2023
10,000,000
8% + 3 month EURIBOR
7 March 2030
-
HSBC Credit facility
19 February 2024
10,000,000
8% + 3 month EURIBOR
7 March 2030
-
41,981,175
60,729,265
Accrued interest on Term Loan B
2,803,845
63,533,110
Interest relating to the Marlin Equity Partners loan in accrued and recognised in trade and other payables.
The EURAZEO Term loan carries covenants. The covenants are not breached as at 31 March 2024.
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
21
Borrowings
(Continued)
- 40 -
Within other current loans is €510,720 due to Allinove which carries no interest and in repayable on demand.
22
Fair value of financial liabilities

Except as detailed below, the directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

23
Liquidity risk

The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.

Less than 1 month
1 – 3 months
3 months to 1 year
1 – 5 years
5+ years
Total
At 31 March 2024
Trade and other receivables
1,838,507
5,368,192
510,432
-
-
7,717,131
Contract assets
51,228
102,455
461,048
-
-
614,731
Trade and other payables
(5,514,172)
(393,221)
(4,370,880)
-
-
(10,278,273)
Lease liabilities
(146,600)
(2,500)
(409,100)
(2,236,687)
(1,430,013)
(4,224,900)
Borrowings
(746)
-
(527,536)
-
(63,533,110)
(64,061,392)
Derivative
-
(46,000)
(92,000)
-
-
(138,000)
Defined benefit scheme
-
-
-
-
(616,196)
(616,196)
Liquidity gap
(3,771,783)
5,028,926
(4,428,036)
(2,236,687)
(65,579,319)
(70,986,899)
Liquidity risk management

The group generates cash through its operations and aims to manage liquidity by ensuring it will always have sufficient financing facilities to meet its liabilities when due under both normal and stress conditions. Cash flow is carefully monitored on a daily basis to ensure any liquidity risk is minimised and cash balances are maintained at a level to meet both short and long term obligations. A revolving credit facility of EUR 10,000k is available to utilise which is subject to various financial covenants. At 31 March 2024 this facility was not drawn down.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 41 -
24
Market risk
Market risk management
Interest rate risk

The Groups interest rate risk is in relation to external borrowings. The interest rate on external borrowings is based upon two loans, details as explained in note 21. The first is a EURAZEO long term loan of €18,748,090 with an interest rate of 8% plus 3 month EURIBOR. The second loan is again a long term loan of €41,981,175 with a fixed interest rate of 8.75%. In managing interest rates, the group aims to reduce the impact of short term fluctuations on the Group's earnings through the avoidance of short term loans. The undiscounted contractual maturity analysis for Group financial instruments is shown in note 23. The maturity analysis reflects the contractual undiscounted cashflows, including future interest charges, which may differ from the carrying value of the liabilities as at the reporting date.

 

The Group has implemented hedging contracts (caps) to hedge the interest rate risks, relate to the financial loans implemented to finance the acquisition of Bemafin Invest. Whilst the company takes steps to minimise its exposure to cash flow interest rate risk, changes in interest rates will have an impact on profit. Loans on a variable rate, representing the 3 months EURIBOR base rate plus a margin. The effect of a 1% increase in the interest rate at the reporting date on the variable rate debt carried at that date would, all other variables being held constant, have resulted in an increase of the company's pre-tax profit for the year of €187,481. A 1% decrease in the interest rate would, on the same basis, have increased pre-tax profit by the same amount. However, the denomination of some bank loans in Euros means that, in practice, other variables would impact this sensitivity.

25
Lease liabilities
2024
Maturity analysis
Within one year
558,200
In two to five years
2,236,687
In over five years
1,430,013
Total undiscounted liabilities
4,224,900
Future finance charges and other adjustments
(452,599)
Lease liabilities in the financial statements
3,772,301

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2024
Current liabilities
449,433
Non-current liabilities
3,322,868
3,772,301
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
25
Lease liabilities
(Continued)
- 42 -
2024
Amounts recognised in profit or loss include the following:
Interest on lease liabilities
113,799

The Group's right of use asset additions and depreciation charge recognised on leases in the year is shown in note 16, and interest expense in note 11.

26
Trade and other payables
2024
Trade payables
1,016,277
Accruals
4,180,003
Social security and other taxation
5,081,993
10,278,273

Included within accruals is €3,924,952 of interest relating the the Marlin Equity Partners loan, for further details see note 21.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 43 -
27
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

Temporary differences
Regulated provisions cancellation
Change in fair value of financial instruments
Retirement benefit obligations
Carried forward losses
IFRS 16 Leases
Acquisition costs on business combinations
Total
Liability at 18 January 2023
-
0
-
0
-
0
-
0
-
0
-
-
-
0
Deferred tax movements in current year
Charge/(credit) to profit or loss
37,692
336,799
(92,839)
(26,460)
(2,093,040)
(18,324)
(1,539,565)
(3,395,737)
Charge/(credit) to other comprehensive income
-
-
-
(7,960)
-
-
-
(7,960)
Arising on business combination
(103,121)
-
-
(119,629)
(1,070,854)
-
6,951,801
5,658,197
Liability at 31 March 2024
(65,429)
336,799
(92,839)
(154,049)
(3,163,894)
(18,324)
5,412,236
2,254,500

Deferred tax balances are carried at 25%.

The unrecognised tax losses carried forward amount to €126K resulting in an unrecongised deferred tax asset of €32K.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 44 -
28
Retirement benefit schemes

The group operates defined contribution and defined benefit pension schemes for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

Defined benefit scheme
2024
Key assumptions
%
Salary growth rate
3
Actuarial rate
3.4
Social charges rate
45
Turn-over rate
3

The amounts included in the statement of financial position arising from the group's obligations in respect of defined benefit plans are as follows:

2024
Present value of defined benefit obligations
616,196
Deficit in scheme
616,196
2024

Movements in the present value of defined benefit obligations

At 18 January 2023
-
0
Acquired in business combinations
478,517
Current service cost
88,612
Actuarial gains and losses
31,840
Interest cost
17,227
At 31 March 2024
616,196

The defined benefit obligations arise from plans which are wholly unfunded.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
28
Retirement benefit schemes
(Continued)
- 45 -
Sensitivity of the defined benefit obligations to changes in assumptions

Scheme obligations would have been affected by a variation of +0.5% of the actuarial rate this would have an impact of around 9% on the obligations.

 

2024

Amounts recognised in the income statement

Current service cost
88,612
Net interest on defined benefit liability/(asset)
17,227
Total costs
105,839

Of the total expenses for the period, €88,612 in administration expenses and €17,227 in finance costs.

2024

Amounts recognised in other comprehensive income

Actuarial changes gains and lossess
31,840
29
Share-based payments

The B1 shares of B2M2 Midco have a nominal value of €0.50, and an exercise price of €12.45 which is

reflective of fair value. The B1 shares are fully paid-up. The fact that the B1 shares are acquired for fair value means that no accounting entry is required to recognise a share based payment expense. Nevertheless, the shares still meet the definition of a share-based payment for disclosure purposes since the B1 shares have been issued to management and are expected to increase in value through to exit.

 

The B2 shares of B2M2 Midco have a nominal value of €0.50, payable at a future exit event. The value of the shares is expected to increase in value through to exit.

 

Both the B1 and B2 shares may be forfeited if the participant ceases to remain an employee of the Group before the scheme has fully vested. All B1 and B2 shares were granted at the same date and carry identical terms for each participant.

 

The inputs to the valuation are summarised below:

Number of share options
Average exercise price
2024
2024
Outstanding at 18 January 2023
-
0
-
0
Granted in the period
292,405
-
0
Outstanding at 31 March 2024
292,405
-
0
Exercisable at 31 March 2024
-
0
-
0
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
29
Share-based payments
(Continued)
- 46 -
Options granted during the period

The fair value of the B1 and B2 shares of B2M2 Midco were measured using a combination of a Monte Carlo simulation and Trinomial Tree simulation.

2024
Grant date
16 February 2023
Weighted average fair value
84,100
Inputs for model:
- Weighted average share price
€14.35
- Weighted average exercise price
€4.26
- Expected volatility
26.5%
- Expected life
4 years
- Financial leverage*
21.1%
- Expected dividends yields
0.0%
*Ratio of financial debt divided by asset value
Expenses
Related to equity settled share based payments
194,616
30
Share capital
2024
2024
Ordinary share capital
Number
Issued and fully paid
Ordinary shares of €0.01 each
2,130,989
21,311
Reconciliation of movements during the period:
Number
Issue on incorporation
1
Sub-divisions of shares
10,998
Consolidation of shares
(85,999)
Issue of fully paid up shares
2,205,989
At 31 March 2024
2,130,989
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
30
Share capital
(Continued)
- 47 -

On incorporation, 1 ordinary share of £1 was issued at par.

 

Subsequently, the share capital was sub-divided into 10,000 ordinary shares of £0.0001 each then a further 76,000 ordinary shares of £0.0001 each were issued at par.

 

The 86,000 ordinary shares in issue were then consolidated into 1 ordinary share of £8.6 then sub-divided into 1,000 ordinary shares of £0.0086 each and redenominated to 1,000 ordinary shares of €0.01 each.

 

A futher 2,129,989 ordinary shares of €0.01 each were issued for consideration of €2,129,989 resulting in share premium of €2,108,689.

31
Share premium account
2024
At the beginning of the period
-
0
Issue of new shares
2,108,689
At the end of the period
2,108,689
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 48 -
32
Acquisitions of a business

On 7 March 2023 B2M2 Bidco SAS acquired 100% percent of the issued capital of Bemafin Invest, being the parent company of a group of six companies, including Tennaxia SAS.

 

B2M2 Bidco SAS is owned 100% by B2M2 Midco SAS. The group owns 31.66% of the share capital of B2M2 Midco SAS, which represents a 51% stake in terms of voting rights, creating a non-controlling interest higher in the group, see note 33.

 

In accordance with IFRS 3 Business Combinations, goodwill of €72,182,124 arising from the acquisition and €27,807,202 of separable intangibles assets have been recognised.

Book Value
Adjustments
Fair Value
Net assets of business acquired
Intangible assets
3,172,436
27,807,202
30,979,638
Property, plant and equipment
4,415,120
-
4,415,120
Investments
1,500
-
1,500
Tax receivable
576,227
-
576,227
Trade and other receivables
3,990,125
-
3,990,125
Cash and cash equivalents
4,146,422
-
4,146,422
Contract asset
363,210
-
363,210
Borrowings
(9,449,156)
-
(9,449,156)
Obligations under finance leases
(3,778,441)
-
(3,778,441)
Trade and other payables
(4,052,233)
-
(4,052,233)
Contract liability
(5,518,767)
-
(5,518,767)
Retirement benefit pension scheme
(478,517)
-
(478,517)
Deferred tax
1,293,604
(6,951,801)
(5,658,197)
Total identifiable net assets
(5,318,470)
20,855,401
15,536,931
Non-controlling interests
-
Goodwill
72,182,124
Total consideration
87,719,055
The consideration was satisfied by:
Cash
68,180,222
Issue of shares in subsidiary (B2M2 Bidco SAS)
19,538,833
87,719,055
Net cash outflow arising on acquisition
Cash consideration
68,180,222
Less: Cash and cash equivalents acquired
(4,146,422)
64,033,800
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
32
Acquisitions of a business
(Continued)
- 49 -
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
Revenue
12,270,279
Loss after tax
(9,254,725)

The March 2024 results for The Bemafin Invest Group have been consolidated with those of the pre-existing Group members in these financial statements from the date of acquisition.

CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 50 -
33
Non-controlling interest

On 7 March 2023 B2M2 Bidco SAS acquired 100% percent of the issued capital of Bemafin Invest, being the parent company of a group of six companies, including Tennaxia SAS.

 

B2M2 Bidco SAS is owned 100% by B2M2 Midco SAS. The group owns 31.66% of the share capital of B2M2 Midco SAS, which represents a 51% stake in terms of voting rights, creating a non-controlling interest higher in the group.

 

Additionally the group acquired, 48.00% and 47.78% of Tenn 2 SAS and Tenn 3 SAS share capital. This represents a 51% stake in both companies in terms of voting rights.

 

On 7 March 2023, B2M2 Midco SAS, Tenn 2 SAS and Tenn 3 SAS issued shares to non-controlling interest for consideration totalling €41,372,826.

 

The following information summarises the information relating to the group's subsidiaries that have material non-controlling interest ('NCI'):

Tenn 2 SAS
Tenn 3 SAS
B2M2 Midco SAS (Group)
Intra-group eliminations
Total
NCI percentage
52.00%
52.22%
68.34%
Non-current assets
2,000,000
350,000
107,111,800
Current assets
23,620
23,620
13,140,028
Current liabilities
(1,354)
(1,354)
(15,147,576)
Non-current liabilities
-
-
(55,156,760)
Net assets
2,022,266
372,266
49,947,492
Net assets attributable to NCI
1,051,578
194,397
34,134,116
Loss for the period
(2,734)
(2,734)
(10,227,252)
2,315,792
OCI for the period
-
-
(23,880)
-
Total comprehensive expense
(2,734)
(2,734)
(10,251,132)
2,315,792
Loss allocated to NCI
(1,422)
(1,428)
(6,989,304)
1,582,612
(5,409,541)
OCI allocated to NCI
-
-
(16,318)
-
(16,318)
Total comprehensive expense attributable to NCI
(1,422)
(1,428)
(7,005,622)
1,582,612
(5,425,859)
Cash flows from operating activities
(798)
(801)
(2,697,490)
Cash flows from investing activities
(1,040,000)
(182,770)
(45,128,269)
Cash flows from financing activities (dividends to NCI: $nil)
1,052,999
195,825
50,813,775
Net increase in cash and cash equivalents attributable to NCI
12,202
12,254
2,988,016
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 51 -
34
Contingent liabilities

The Group has no contingent liabilities or capital commitments.

35
Capital risk management

The objectives of the Group when managing capital are:

 

The Group is constantly monitoring the capital structure of the Group in order to reduce net debt and achieve an optimal capital structure to maximise returns to shareholders.

 

The Group is not subject to any externally imposed capital requirements.

36
Events after the reporting date

Acquisition of Traace

On 24 May 2024, Bemafin Invest and B2M2 Midco acquired 100% of the company Traace, which is a software company that provides greentech solutions to measure carbon footprint, track reduction projects and design green IT strategies. The acquisition is in line with the strategy to offer a complete range of services in the CSR business.

 

B2M2 Bidco used €6,000K out of the €10,000K Eurazeo Capex & Acquisition Facility to finance the acquisition.

 

The 3 co-founders of Traace enter the B2M2 Midco capital with 4.5% of the capital.

 

Change in the share capital distribution

Marlin EP and BPI France have invested further in the capital of the B2M2 Midco Group. Marlin EP holds a majority of voting rights in B2M2 Midco Group.

 

The governance also evolved with co-founder as of 27 June 2024, Bernard Fort resigned from his CEO role and remains B2M2 Midco Board chairman.

37
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

2024
Short-term employee benefits
1,479,031
Post-employment benefits
120,440
Share-based payments
65,044
1,664,515
CHRONOS TOPCO LIMITED
Chronos Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
37
Related party transactions
(Continued)
- 52 -
Other information

Marlin Equity Partners is a controlling party of the Group. The Group has supplier debt with Marlin Equity Partners as at 31 March 2024 of €171K. The fees invoiced by Marlin Marlin Equity Partners in period amount to €727.6K. Additionally, the Group has an outstanding loan note issued by Marlin Equity Partners of €41,981.2k along with €3,925k of interest relating to this loan note.

The Group has a Financial current account advance by Allinove (a related party by vitue of being a shareholder of B2M2 Midco) to Tennaxia SAS as at 31 March 2024 of €508.8K including interest of €8.8K.

38
Controlling party

The immediate holding company is Marlin-Tennaxia Aggregator, L.P., which is incorporated and registered in the United Kingdom.

 

Marlin Heritage Europe 2, L.P. is the ultimate controlling party as at the balance sheet date.

CHRONOS TOPCO LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
31 March 2024
- 53 -
2024
Notes
Non-current assets
Investments
40
2,130,000
Net current assets
-
Net assets
2,130,000
Equity
Called up share capital
42
21,311
Share premium account
2,108,689
Total equity
2,130,000

The notes on page 55 form part of these parent financial statements.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the period was €nil.

The financial statements were approved by the board of directors and authorised for issue on 19/12/2024 and are signed on its behalf by:
Mr J  Musker
Director
Company registration number 14601400 (England and Wales)
CHRONOS TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 54 -
Share capital
Share premium account
Total
Notes
Balance at 18 January 2023
-
0
-
0
-
Period ended 31 March 2024:
Transactions with owners:
Issue of share capital
42
21,311
2,108,689
2,130,000
Balance at 31 March 2024
21,311
2,108,689
2,130,000

The notes on page 55 form part of these parent financial statements.

CHRONOS TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 55 -
39
Employees
Company

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

2024
Number
Directors
2
40
Investments
Company
Current
Non-current
2024
2024
Investments in subsidiaries
-
0
2,130,000
Investment in subsidiary undertakings

Details of the company's principal operating subsidiaries are included in note 17.

41
Share-based payments
The company information for share-based payments is the same as the group information and is shown in note 29.
42
Share capital
Company
Refer to note 30 of the group financial statements.
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