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REGISTERED NUMBER: 09928392 (England and Wales)













GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2024

FOR

THUNDERHEAD MIDCO (ONE) LTD

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31 January 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


THUNDERHEAD MIDCO (ONE) LTD

COMPANY INFORMATION
for the Year Ended 31 January 2024







DIRECTORS: D Madden
T F Poulk





REGISTERED OFFICE: 3rd Floor 1 Ashley Road
Altrincham
Cheshire
WA14 2DT





REGISTERED NUMBER: 09928392 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

GROUP STRATEGIC REPORT
for the Year Ended 31 January 2024

The directors present their strategic report of the company and the group for the year ended 31 January 2024.

The Group's principal activity is the development of enterprise-class computer software for intent-driven customer engagement, licensed and delivered on a Software-as-a-Service (SaaS) basis using cloud computing facilities and the global internet. The Group is a market pioneer and leader in Al technology for Customer Engagement, Journey Orchestration, and Behavioural Analytics.

REVIEW OF BUSINESS
As at 31 January 2024 the Group has net liabilities of £9m (2023: £7m).

In fiscal year 2024 the Group's main priority was to continue to align processes and partner with the Medallia group following their acquisition of the Group in February 2022. During this transition period the group delivered revenue of £4m (2023: £11m)

The Group performed well in each of its key regions of North America, EMEA and APAC through both its direct and partner channels, and importantly is demonstrating the ability to access large enterprise clients with an increasingly shorter sales cycles. In addition, accounts have significant embedded growth potential, driving organic growth and higher long-term value.

The Group's positioning and strategy is aligned to fully exploit the rapidly maturing market for Customer Engagement and Journey Orchestration, in which it is a recognised pioneer and leader. The shift toward customer-centric operating models is a near-universal shift across all industry sectors, reflected in the wide range of industry verticals represented by the Group's clients. This shift has been dramatically accelerated by the COVID pandemic as brands have been forced to accelerate adoption of digital technologies to service and support their customers.

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and execution of the company's strategy are subject to a number of risks. The key business and financial risks and uncertainties affecting the company are continually monitored by the directors and appropriate steps are taken to eliminate or reduce their impact. The following risks are significant to the company's operations:

- Platform Downtime - the company could suffer integrity and financial loss, should a significant period of downtime occur. The directors believe that the procedures and measures in place that are enforced mitigate the risks of an outage occurring wherever possible.

- Legislative Risks - the company faces a legislative risk in certain countries around the security and physical location of electronic data, and use of personal information. These legislative standards are subject to continuous revision and any new directive could have a material impact on the ability of the group to supply services at a profit. The directors are confident that current security measures are robust but also continue to appraise additional regional datacentre resources to meet the demand and expectations of our customers.

- Cyber Security Risks - cyber-attacks and other malicious internet-based activity continue to occur, with cloud based services targeted in the past. The directors are confident that the procedures designed and implemented by the company are appropriate to mitigate the risk of this occurring.


THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

GROUP STRATEGIC REPORT
for the Year Ended 31 January 2024

FUTURE DEVELOPMENTS
The robust business platform built by the Group leading up to the 2025 financial year has enabled it to maintain its trajectory of success by helping its customers respond and thrive. Effective October 2023 the Group transferred its intellectual property to Medallia, Inc. and at the same time entered into service agreements with Medallia, Inc. through which the Directors aim to increase the Group's profitability.

ON BEHALF OF THE BOARD:




D Madden - Director


22 January 2025

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

REPORT OF THE DIRECTORS
for the Year Ended 31 January 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 January 2024.

DIVIDENDS
No dividends will be distributed for the year ended 31 January 2024.

DIRECTORS
The directors who have held office during the period from 1 February 2023 to the date of this report are as follows:

D Madden - appointed 15 May 2023
L Danko - resigned 15 May 2023

T F Poulk was appointed as a director after 31 January 2024 but prior to the date of this report.

H Steinbach ceased to be a director after 31 January 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:





D Madden - Director


22 January 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
THUNDERHEAD MIDCO (ONE) LTD

Opinion
We have audited the financial statements of Thunderhead Midco (One) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 January 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months and one day from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, and the Strategic Report but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
THUNDERHEAD MIDCO (ONE) LTD


Matters on which we are required to report by exception
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Report of the Directors or the Strategic Report that are inconsistent with our overall view of the financial statements.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
THUNDERHEAD MIDCO (ONE) LTD


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Identifying and assessing potential irregularities, including fraud
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- Considering the nature of the industry, sector, control environment and current business activities, including possible financial covenants, performance targets and subsequent remuneration and quality assurance risks.
- Enquiring of management concerning policies and procedures relating to:
1. Complying with laws, regulations and registrations and whether there were any instances of non-compliance.
2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud.
- Discussing within the engagement team regarding how and where fraud may occur in the financial statements along with possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud:
1. Revenue recognition;
2. Management override.

- Discussing within the engagement team the legal and regulatory framework in which the Group operates and, in particular, those which would have an impact on the financial statements. The key law considered was the Companies Act 2006 and UK tax legislation.

Audit response to the risks identified
As noted above, we identified revenue recognition and management override as the matters that would be most likely to be susceptible to fraud. Our procedures to respond to these risks included:
- Reviewing a sample of sales contracts and invoices to ensure sales are legitimate and recognised in the correct accounting period;
- Review of journals and nominal ledger posted in the year to ensure there was no evidence of management override.

Furthermore, we also identified compliance with key laws, regulations and registrations, as above, as being significant areas where there may be potential non-compliance. Our procedures to respond to these risks included the following:

-
Review financial statements and disclosures to supporting documentation to assess compliance with the
Companies Act 2006;
- Safeguard review of the accounts by a Chartered Accountant independent of the audit team;
- Corporation tax computation prepared by an external expert and reviewed by the audit team.

The above matters and identified laws, regulations and registrations and potential fraud risks were communicated to all the engagement team members in order to ensure the audit team have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
THUNDERHEAD MIDCO (ONE) LTD


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Emma Crowley (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

29 January 2025

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

CONSOLIDATED
INCOME STATEMENT
for the Year Ended 31 January 2024

31.1.24 31.1.23
Notes £    £   

TURNOVER 3 4,313,163 11,048,088

Cost of sales - 750,681
GROSS PROFIT 4,313,163 10,297,407

Administrative expenses 5,986,122 15,404,008
OPERATING LOSS 5 (1,672,959 ) (5,106,601 )

Exceptional items 6 - 37,615,828
(1,672,959 ) 32,509,227

Interest receivable and similar income 314 829
(1,672,645 ) 32,510,056

Interest payable and similar expenses 7 4,714 622
(LOSS)/PROFIT BEFORE TAXATION (1,677,359 ) 32,509,434

Tax on (loss)/profit 8 46,589 -
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(1,723,948

)

32,509,434
(Loss)/profit attributable to:
Owners of the parent (1,723,948 ) 32,509,434

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
for the Year Ended 31 January 2024

31.1.24 31.1.23
Notes £    £   

(LOSS)/PROFIT FOR THE YEAR (1,723,948 ) 32,509,434


OTHER COMPREHENSIVE INCOME
Translation reserve movement 40,457 50,275
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

40,457

50,275
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(1,683,491

)

32,559,709

Total comprehensive income attributable to:
Owners of the parent (1,683,491 ) 32,559,709

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

CONSOLIDATED BALANCE SHEET
31 January 2024

31.1.24 31.1.23
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 112,735 189,812
Investments 11 - -
112,735 189,812

CURRENT ASSETS
Debtors 12 895,809 3,039,396
Cash at bank 3,074,611 3,927,462
3,970,420 6,966,858
CREDITORS
Amounts falling due within one year 13 12,502,982 13,883,033
NET CURRENT LIABILITIES (8,532,562 ) (6,916,175 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(8,419,827

)

(6,726,363

)

CREDITORS
Amounts falling due after more than one
year

14

-

(104,921

)

PROVISIONS FOR LIABILITIES 17 (94,948 ) -
NET LIABILITIES (8,514,775 ) (6,831,284 )

CAPITAL AND RESERVES
Called up share capital 18 19,181 19,181
Share premium 19 1,068,115 1,068,115
Capital redemption reserve 19 690 690
Other reserves 19 126,964,051 126,964,051
Translation reserve 19 (325,300 ) (365,757 )
Retained earnings 19 (136,241,512 ) (134,517,564 )
SHAREHOLDERS' FUNDS (8,514,775 ) (6,831,284 )

The financial statements were approved by the Board of Directors and authorised for issue on 22 January 2025 and were signed on its behalf by:





D Madden - Director


THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

COMPANY BALANCE SHEET
31 January 2024

31.1.24 31.1.23
Notes £    £   
CURRENT ASSETS
Debtors 12 6,362,209 6,379,182

CREDITORS
Amounts falling due within one year 13 4,127,325 4,066,362
NET CURRENT ASSETS 2,234,884 2,312,820
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,234,884

2,312,820

CAPITAL AND RESERVES
Called up share capital 18 19,181 19,181
Share premium 19 1,068,115 1,068,115
Capital redemption reserve 19 690 690
Other reserves 19 117,138,517 117,138,517
Retained earnings 19 (115,991,619 ) (115,913,683 )
SHAREHOLDERS' FUNDS 2,234,884 2,312,820

Company's (loss)/profit for the financial year (77,936 ) 39,744,050

The financial statements were approved by the Board of Directors and authorised for issue on 22 January 2025 and were signed on its behalf by:





D Madden - Director


THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 January 2024

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 February 2022 19,181 (167,026,998 ) 1,068,115

Changes in equity
Total comprehensive income - 32,509,434 -
Balance at 31 January 2023 19,181 (134,517,564 ) 1,068,115

Changes in equity
Total comprehensive income - (1,723,948 ) -
Balance at 31 January 2024 19,181 (136,241,512 ) 1,068,115
Capital
redemption Other Translation Total
reserve reserves reserve equity
£    £    £    £   
Balance at 1 February 2022 690 9,825,534 (416,032 ) (156,529,510 )

Changes in equity
Total comprehensive income - 1 50,275 32,559,710
Capital contribution - 117,138,516 - 117,138,516
Balance at 31 January 2023 690 126,964,051 (365,757 ) (6,831,284 )

Changes in equity
Total comprehensive income - - 40,457 (1,683,491 )
Balance at 31 January 2024 690 126,964,051 (325,300 ) (8,514,775 )

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 January 2024

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 February 2022 19,181 (155,657,733 ) 1,068,115

Changes in equity
Total comprehensive income - 39,744,050 -
Balance at 31 January 2023 19,181 (115,913,683 ) 1,068,115

Changes in equity
Total comprehensive income - (77,936 ) -
Balance at 31 January 2024 19,181 (115,991,619 ) 1,068,115
Capital
redemption Other Total
reserve reserves equity
£    £    £   
Balance at 1 February 2022 690 - (154,569,747 )

Changes in equity
Total comprehensive income - - 39,744,050
Capital contribution - 117,138,517 117,138,517
Balance at 31 January 2023 690 117,138,517 2,312,820

Changes in equity
Total comprehensive income - - (77,936 )
Balance at 31 January 2024 690 117,138,517 2,234,884

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 31 January 2024

31.1.24 31.1.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (62,684 ) 23,142,554
Interest paid (4,714 ) (622 )
Tax paid (7,961 ) (90,212 )
Net cash from operating activities (75,359 ) 23,051,720

Cash flows from investing activities
Purchase of tangible fixed assets - (39,646 )
Sale of tangible fixed assets - 916
Interest received 314 829
Net cash from investing activities 314 (37,901 )

Cash flows from financing activities
Loan repayments in year - (40,931,587 )
Movement in group balances (777,806 ) (96,554,197 )
Capital contribution - 117,138,517
Net cash from financing activities (777,806 ) (20,347,267 )

(Decrease)/increase in cash and cash equivalents (852,851 ) 2,666,552
Cash and cash equivalents at beginning of
year

2

3,927,462

1,260,910

Cash and cash equivalents at end of year 2 3,074,611 3,927,462

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 31 January 2024

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31.1.24 31.1.23
£    £   
(Loss)/profit before taxation (1,677,359 ) 32,509,434
Depreciation charges 67,770 161,379
Loss on disposal of fixed assets 9,489 62,635
PPP loan forgiveness 94,948 -
Foreign exchange (41,664 ) 145,344
Finance costs 4,714 622
Finance income (314 ) (829 )
(1,542,416 ) 32,878,585
Decrease in trade and other debtors 2,186,899 502,971
Decrease in trade and other creditors (707,167 ) (10,239,002 )
Cash generated from operations (62,684 ) 23,142,554

2. CASH AND CASH EQUIVALENTS

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

Year ended 31 January 2024
31.1.24 1.2.23
£    £   
Cash and cash equivalents 3,074,611 3,927,462
Year ended 31 January 2023
31.1.23 1.2.22
£    £   
Cash and cash equivalents 3,927,462 1,260,910


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.2.23 Cash flow At 31.1.24
£    £    £   
Net cash
Cash at bank 3,927,462 (852,851 ) 3,074,611
3,927,462 (852,851 ) 3,074,611
Total 3,927,462 (852,851 ) 3,074,611

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31 January 2024

1. STATUTORY INFORMATION

Thunderhead Midco (One) Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Group financial statements consolidate the financial statements of Thunderhead Midco (One) Limited and all its subsidiary undertakings drawn up to 31 January 2024.

The financial statements are presented in Sterling (£), which is the functional currency of the Group.

Going concern
The financial statements have been prepared on a going concern basis as Medallia, Inc., an intermediate parent company, will continue to support the Group for a period of at least 12 months and 1 day from the date the audit report attached to these financial statements is signed.

Related party exemption
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the Group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Critical accounting judgements and key sources of estimation uncertainty
With regard to the accounting policies adopted by the Group the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily available from other sources. Such estimates are based on historical experience and other relevant factors and may differ from actual results. All estimates, and associated underlying assumptions, are reviewed on an ongoing basis.

It is the view of the Directors that there are no critical accounting estimates or critical areas of judgement.

Key sources of estimation uncertainty

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

Accruals - management uses judgement based on the historical experience of the financial and processing teams to estimate the value of invoices received post year end relating to the current year end.

Deferred income - management uses judgement based on underlying contractual documentation, and services yet to be supplied, to estimate the value of revenue invoiced in the current year which is related to the following year.

The carrying amounts as at the year end for the above sources of estimation uncertainty can be seen in the Creditors note to these financial statements.

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 January 2024

2. ACCOUNTING POLICIES - continued

Turnover
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax. Commission fees are recognised on a net basis.

Software as a service:

SaaS contracts are recognised on a straight line basis over the period to which the relevant revenue relates. In respect of contracts where revenue exceeds invoices issued, the excess is included in accrued income. For contracts where invoices issued exceed revenue, the excess is included in deferred revenue.

Professional Services:

In respect of time and materials projects, revenue is recognised based on costs incurred to date capped at a pre-agreed level. In respect of fixed fee projects with stipulated time-frame, revenue is recognised on costs incurred to date. Any unrecognised revenue at the contract end date is recognised in full. In respect of contracts where revenue exceeds invoices issued, the excess is included in accrued income. For contracts where invoices issued exceed revenue, the excess is included in deferred revenue.

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

Leasehold improvements - over the life of the lease
Fixtures and fittings - 4 years straight-line
Office equipment - 3 years straight-line
Computer equipment - 3 years straight-line

Tangible fixed assets are initially included at cost and reviewed for impairment.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 January 2024

2. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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

Financial instruments
Basic financial instruments as covered by Section 11 of FRS102 are measured at amortised cost. The Group does not have any other financial instruments as covered by Section 12 of FRS102.

Statement of cash flows
The statement of cash flows was prepared using the indirect method.

Investments in subsidiaries
Investments in subsidiaries are measured at initial cost less any subsequent impairment.

3. TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31.1.24 31.1.23
£    £   
United Kingdom 3,974,961 1,427,909
Europe (19,137 ) 2,109,342
United States of America 357,339 6,896,861
Australia - 447,735
Other - 166,241
4,313,163 11,048,088

4. EMPLOYEES AND DIRECTORS
31.1.24 31.1.23
£    £   
Wages and salaries (16,489 ) 4,010,981
Social security costs 82,389 243,366
Other pension costs - 143,328
65,900 4,397,675

The average number of employees during the year was as follows:
31.1.24 31.1.23

Employees - 34

31.1.24 31.1.23
£    £   
Directors' remuneration - 57,724

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 January 2024

4. EMPLOYEES AND DIRECTORS - continued

Thunderhead (One) Limited, a subsidiary company, transferred all employees to a sister company, Medallia Limited during the year. Medallia Limited recharged wage costs to Thunderhead (One) Limited totalling £5,469,992 (2023: £3,089,966) during the year.

5. OPERATING LOSS

The operating loss is stated after charging:

31.1.24 31.1.23
£    £   
Other operating leases 232,982 293,468
Depreciation - owned assets 67,672 179,829
Loss on disposal of fixed assets 9,489 62,635
Auditors' remuneration 29,800 60,000
Foreign exchange differences 41,664 145,343

6. EXCEPTIONAL ITEMS
31.1.24 31.1.23
£    £   
Exceptional items - 37,615,828

Exceptional items in the prior year related entirely to the forgiveness of a loan by a former group member.

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.1.24 31.1.23
£    £   
Interest payable 4,714 622

Interest payable in the current year relates to an unpaid HMRC settlement. Interest payable in the previous year related to interest owed on a loan to a group company.

8. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
31.1.24 31.1.23
£    £   
Current tax:
UK corporation tax 46,589 -
Tax on (loss)/profit 46,589 -

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 January 2024

8. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.1.24 31.1.23
£    £   
(Loss)/profit before tax (1,677,359 ) 32,509,434
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
19 % (2023 - 19 %)

(318,698

)

6,176,792

Effects of:
Expenses not deductible for tax purposes 67,939 13,834
Income not taxable for tax purposes - (7,147,270 )
earning
Losses brought forward used against profits - 425,267
Group relief 297,348 (759,916 )
development tax credit leading
relief surrendered
Deferred tax not recognised - 1,291,293
Total tax charge 46,589 -

Tax effects relating to effects of other comprehensive income

31.1.24
Gross Tax Net
£    £    £   
Translation reserve movement 40,457 - 40,457

31.1.23
Gross Tax Net
£    £    £   
Translation reserve movement 50,275 - 50,275

9. INDIVIDUAL INCOME STATEMENT

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


THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 January 2024

10. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to and Computer
property fittings equipment Totals
£    £    £    £   
COST
At 1 February 2023 314,302 59,067 14,615 387,984
Disposals - (59,067 ) (28 ) (59,095 )
At 31 January 2024 314,302 - 14,587 328,889
DEPRECIATION
At 1 February 2023 141,058 49,690 7,424 198,172
Charge for year 62,825 - 4,847 67,672
Eliminated on disposal - (49,690 ) - (49,690 )
At 31 January 2024 203,883 - 12,271 216,154
NET BOOK VALUE
At 31 January 2024 110,419 - 2,316 112,735
At 31 January 2023 173,244 9,377 7,191 189,812

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 February 2023
and 31 January 2024 913,116
PROVISIONS
At 1 February 2023
and 31 January 2024 913,116
NET BOOK VALUE
At 31 January 2024 -
At 31 January 2023 -


THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 January 2024

11. FIXED ASSET INVESTMENTS - continued


The Group or the Company's investments at the Balance Sheet date in the share capital of Companies include the following:
Name Registered office Class of shares Holding

Thunderhead (One) Ltd.
3rd Floor, 1 Ashley Road, Altrincham,
Cheshire, UK, WA14 2DT

Ordinary

100%


Thunderhead One, Inc.*
Corporation Service Company, 100
Shockoe Slip, Floor 2, Richmond VA
23219, USA


Ordinary


100%

Thunderhead B.V.*
Weteringschans 164 C, 1017 XD,
Amsterdam, Netherlands

Ordinary

100%

Thunderhead Limited
3rd Floor, 1 Ashley Road, Altrincham,
Cheshire, UK, WA14 2DT

Ordinary

100%

Thunderhead One S.L.*
Calle Prim, 19, Bajos Derecha, 28004
Madrid, Spain

Ordinary

100%

Thunderhead (One) Pty Ltd
c/o KNP, Level 1, 1121 High Street,
Armadale, Victoria 3143, Australia

Ordinary

100%
*indirectly owned

12. DEBTORS

Group Company
31.1.24 31.1.23 31.1.24 31.1.23
£    £    £    £   
Amounts falling due within one year:
Trade debtors 31,377 1,626,480 - -
Amounts owed by group undertakings - - 6,362,209 6,377,318
Other debtors 290,949 352,100 - -
Tax 287,244 244,566 - -
VAT 25,310 - - 1,864
Deferred tax asset 31,728 - - -
Prepayments and accrued income 228,567 816,250 - -
895,175 3,039,396 6,362,209 6,379,182

Amounts falling due after more than one year:
Other debtors 634 - - -

Aggregate amounts 895,809 3,039,396 6,362,209 6,379,182

Deferred tax asset
Group Company
31.1.24 31.1.23 31.1.24 31.1.23
£    £    £    £   
Deferred tax 31,728 - - -

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 January 2024

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.1.24 31.1.23 31.1.24 31.1.23
£    £    £    £   
Trade creditors - 29,911 - 11,184
Amounts owed to group undertakings 11,629,269 12,407,075 3,970,039 3,970,040
Social security and other taxes - 9,024 - -
VAT - 48,600 - -
Other creditors 57,807 27,983 - -
Accruals and deferred income 815,906 1,360,440 157,286 85,138
12,502,982 13,883,033 4,127,325 4,066,362

Amounts owed to group undertakings refers to companies not included in the consolidated financial statements, but that are part of the wider group.

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

Group
31.1.24 31.1.23
£    £   
Accruals and deferred income - 104,921

15. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
31.1.24 31.1.23
£    £   
Within one year 316,958 236,747
Between one and five years 203,536 488,125
520,494 724,872

The Company had no commitments under the non-cancellable operating leases as at the reporting date.

16. SECURED DEBTS

HSBC Bank plc holds a fixed and floating charge over all assets of a subsidiary company, Thunderhead (One) Limited.

17. PROVISIONS FOR LIABILITIES

Group
31.1.24 31.1.23
£    £   
Other provisions 94,948 -

Aggregate amounts 94,948 -

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 January 2024

17. PROVISIONS FOR LIABILITIES - continued

Group
Deferred Other
tax provisions
£    £   
Provided during year (31,728 ) 94,948
Balance at 31 January 2024 (31,728 ) 94,948

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.1.24 31.1.23
value: £    £   
18,001,000 Ordinary £0.00 1 18,001 18,001
1,180,000 Management incentive £0.00 1 1,180 1,180
19,181 19,181

The management incentive shares do not carry voting, dividend or distribution rights. The shares carry limited rights to participate in respect of capital (including on a winding up). The shares are not redeemable.

Ordinary shares carry one vote each and have equal dividend and distributions rights. The shares carry equal rights to participate in respect of capital (including on a winding up). The shares are not redeemable.

19. RESERVES

Group
Capital
Retained Share redemption
earnings premium reserve
£    £    £   

At 1 February 2023 (134,517,564 ) 1,068,115 690
Deficit for the year (1,723,948 ) - -
At 31 January 2024 (136,241,512 ) 1,068,115 690

Group
Other Translation
reserves reserve Totals
£    £    £   

At 1 February 2023 126,964,051 (365,757 ) (6,850,465 )
Deficit for the year - - (1,723,948 )
Foreign exchange reserve
movement - 40,457 40,457
At 31 January 2024 126,964,051 (325,300 ) (8,533,956 )

THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 January 2024

19. RESERVES - continued

Company
Capital
Retained Share redemption Other
earnings premium reserve reserves Totals
£    £    £    £    £   

At 1 February 2023 (115,913,683 ) 1,068,115 690 117,138,517 2,293,639
Deficit for the year (77,936 ) (77,936 )
At 31 January 2024 (115,991,619 ) 1,068,115 690 117,138,517 2,215,703

The Group's and the Company's reserves are as follows:

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

Capital redemption reserve

The capital redemption reserve relates to amounts paid for the buyback of the company's own shares.

Other reserves

Other reserves include amounts paid for the buyback of the company's own shares, as well as the difference between the fair value of the One division and the assets/liabilities transferred from SmartComms SC Limited and intercompany debts waived from the parent undertaking and treated as a capital contribution for financial year 2016. A capital contribution was made in the prior year when Medallia, Inc. purchased the Thunderhead group, and existing intercompany and external debts were repaid and treated as a capital contribution.

Foreign exchange reserve

The foreign currency translation reserve represents foreign currency movements recognised on consolidation in relation to entities with a non-GBP functional currency.

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

20. PENSION COMMITMENTS

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £nil (2023: £143,328). Contributions totalling £nil (2023: £nil) were payable to the fund at the reporting date and are included in creditors.

21. ULTIMATE PARENT COMPANY

The immediate parent company is Medallia Holdings LLC, a company incorporated in Delaware, United States. The registered office is Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, USA. Medallia, Inc. is an indirect parent of Thunderhead Midco (One) Ltd, and is the parent of the largest group to consolidate results. Copies of the Medallia, Inc. financial statements are not publicly available.

The directors believe that there is no ultimate controlling party.