REGISTERED NUMBER: SC793129 (Scotland) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements |
For The Period 21 December 2023 to 30 September 2024 |
for |
Solais Topco Limited |
REGISTERED NUMBER: SC793129 (Scotland) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements |
For The Period 21 December 2023 to 30 September 2024 |
for |
Solais Topco Limited |
Solais Topco Limited (Registered number: SC793129) |
Contents of the Consolidated Financial Statements |
For The Period 21 December 2023 to 30 September 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 7 |
Report of the Independent Auditors | 9 |
Consolidated Statement of Comprehensive Income | 13 |
Consolidated Statement of Financial Position | 15 |
Company Statement of Financial Position | 16 |
Consolidated Statement of Changes in Equity | 17 |
Company Statement of Changes in Equity | 18 |
Consolidated Statement of Cash Flows | 19 |
Notes to the Consolidated Statement of Cash Flows | 20 |
Notes to the Consolidated Financial Statements | 21 |
Solais Topco Limited |
Company Information |
For The Period 21 December 2023 to 30 September 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
INDEPENDENT AUDITORS: |
Chartered Accountants & Statutory Auditors |
Regent Court |
70 West Regent Street |
Glasgow |
G2 2QZ |
Solais Topco Limited (Registered number: SC793129) |
Group Strategic Report |
For The Period 21 December 2023 to 30 September 2024 |
The directors present their strategic report of the company and the group for the period 21 December 2023 to 30 September 2024. |
REVIEW OF BUSINESS |
Solais Topco Group Ltd was established in the period as a result of investment from LDC in Kick ICT Group Ltd, in December 2023. Kick ICT Group Ltd is a fully owned subsidiary of Solais Topco Group Ltd. |
The Solais Topco Group Ltd is a single source IT Group headquartered in Scotland. The Group are one of a few select companies of scale in the UK who can provide solutions and support for customers with their finance, ERP, technical support and communications requirements. |
The Group delivered a positive set of results for the nine month period to September 2024: |
- Turnover £21.5m |
- EBITDA £3.5m |
Business Model |
The Group services over 1,000 customers across the UK, ranging from "small" to "large". Within the customer base the long-term recurring revenues ended the year at £20.4m annualised. |
The overall strength of the business model continues to be underpinned by, high levels of recurring revenue (72%) minimal customer churn, low customer concentration, a highly skilled workforce, a growing pipeline, a strong back-order book and a positive cash cycle. |
Accreditations |
The Group prides itself in putting our customers first and holds a number of accreditations so customers can be assured that they will receive the best possible services from our team. |
Software Intellectual Property |
The Group built on the foundations laid in previous years, sustaining the momentum in enhancing our product suite offerings. Notable updates in the last year have included, the introduction of our Subscribe 360 offering, the leading Membership Relations Management product, expanding functionality within our Business Central Housing application and further development of our comprehensive Not for Profit solution, designed to streamline financial management processes using Dynamics 365 Business Central to help organisations focus on their mission. |
KickSecure |
The Group's Kick Secure division is a pivotal part of the managed services offering. |
Over 200 customers benefit from automated technologies to monitor multiple aspects of their environment, from on-premise to cloud. These bespoke solutions integrate with established tools like Azure Sentinel to deliver a continually evolving security baseline, enhancing posture and reducing the risk of costly cyber-attacks. |
Artificial Intelligence (AI) |
The Group invests significant time and resource into developing out it's AI proposition. |
The Group harnesses Microsoft Azure's Data & AI capabilities to empower organisations with actionable insights, smarter decisions, and innovative solutions. The Group has also leveraged AI internally to deliver significant productivity gains across the business, including providing insights for our sales team to automating workflows and enhancing data analytics. |
The Group sees AI as a key differentiator going forward. |
Solais Topco Limited (Registered number: SC793129) |
Group Strategic Report |
For The Period 21 December 2023 to 30 September 2024 |
Datacentre and Azure The Group remains well positioned to advise and assist customers on their journey to the cloud. Generated from our secure and sustainable Nutanix platform, associated datacentre and Azure revenues are in excess of £1.7m. |
Acquisitions |
M&A is a core element of the Group's strategy. |
During the last 12 months, Kick ICT Group Ltd completed the acquisition of C2 Software Limited, a Microsoft Dynamics specialist with over 25 years' experience in the market. C2 was fully integrated in the year and has enhanced the skillset within the Dynamics division, enabling an enriched set of products and services to be offered. |
The Group remains active in the M&A market with a number of discussions currently ongoing. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The following risks have been identified as having the potential to have a significant effect on the performance of the Group: |
Customers |
With respect to customer retention and acquisition, the Group operates in a competitive environment across multiple product sets and geographies. The scale of our customer base across the UK mitigates this risk and specific processes focussed on customer retention and outstanding product, service and support delivery, manage the risks associated with retaining and growing our customer base. |
Acquisitions |
The Group will continue its strategy of complementary acquisitions across all divisions. There can be no guarantee however, that satisfactory acquisition terms will be agreed, which will impact the planned rate of expansion. In addition, post-acquisition there is no certainty that the associated customer base can be integrated, retained and developed. Resource focussed on deal terms, due diligence and integration are designed to mitigate and manage the risks associated with growing the Group. |
Technology |
There is competition from existing and emerging technologies across all divisions within the Group. The Board recognises this risk and seeks to mitigate by engaging with industry leading vendors such as Microsoft and Infor as well as operating a formal "stack" selection process to ensure that all of our product, service and support offerings are positioned appropriately within our chosen markets and provide outstanding value for money. |
Employees |
Employee retention and the ability to identify and recruit suitably talented staff is a key risk factor directly impacting the Group's growth ambitions. As we develop, our people development programme alongside our "grow our own" Kick Academy graduate scheme and talent acquisition queue across all divisions are specifically designed to mitigate the employee risk and support our growth. |
Liquidity |
The Group has significant cash reserves and considerable backing from its funding partner TDC and shareholders LDC. The primary operational credit risk relates to trade debtors, which the Group manages by a formal credit limit process underpinned by dedicated credit control working to monthly cash collection targets. In addition, there is a rigorous "next three years" financial planning model, which ensures development and acquisition spend, is appropriately planned, managed and controlled. |
Solais Topco Limited (Registered number: SC793129) |
Group Strategic Report |
For The Period 21 December 2023 to 30 September 2024 |
KEY PERFORMANCE INDICATORS |
Performance is monitored on a regular basis against the following KPI's |
2024 |
Turnover | £21,515k |
Recurring revenue % | 72% |
EBITDA | £3,509k |
EBITDA % | 16% |
Back order book (days) | 4,475 |
Pipeline | £10,513k |
Customer retention/ NPS | 9.2 |
ESG |
The Group believe that integrating environmental, social and governance ("ESG") considerations across the business enables us to accelerate our customers' success whilst looking after the environment and society. The Group continues to develop its ESG roadmap with key initiatives in the last year including: |
- Cycle to work scheme |
- Electric vehicle salary sacrifice scheme |
- Partnering with Ecotricity as our preferred energy supplier |
- Monitoring carbon footprint and targeting of annual reduction in carbon emissions |
- Introduction of employee charity days |
- Real living wage employer |
- External GDPR audit |
- New internal whistleblowing platform rolled out |
Solais Topco Limited (Registered number: SC793129) |
Group Strategic Report |
For The Period 21 December 2023 to 30 September 2024 |
EMPLOYEES |
Engagement |
The Group is committed to creating an environment where employees feel valuated, motivated and inspired to perform at their best. The Group believes that our employees' contribution is directly proportional to our company's success, and as the Group continues to grow, the Group remains dedicated to nurturing this as a fundamental aspect of our business. Initiatives used to promote employee engagement include: |
- Open Communication Channels: The Group encourages open and transparent communication at all levels, and senior management demonstrate this with regular townhall events. Our annual Employee Engagement Survey, now in its third year,continues to provide invaluable insights and used to shape the engagement strategy going forward. |
- Recognition and Rewards: The Group believes in recognising and rewarding employees for their contributions and achievements through award events, team incentives and by encouraging teams to share successes on the Intranet. |
- Professional Development: Through the Kick Academy, the Group continues to develop the next generation of IT experts as more graduates were welcomed this year. In addition, the Group invests in the professional development of its employees, offering training programs and workshops to enhance skills, knowledge and career growth. The employee appraisal process allows for two-way feedback on development progress and ambitions to encourage and promote employees reaching their full potential. |
Equal Opportunities |
The Group is committed to providing equal opportunities for all employees, regardless of their background, race, gender, age, sexual orientation, disability or any other characteristic. The Group believes it is essential for deriving innovation and for building a culture of respect and belonging. Commitment is shown by: |
- Diversity and Inclusion Policies: The Group has established comprehensive diversity and inclusion policies that promote a culture of respect, fairness and equity. |
- Recruitment and Hiring Policies: The Group employs a fair and inclusive recruitment and hiring practices to attract a diverse pool of candidates. |
- Training and Awareness: The Group provides training and awareness programs to educate employees about diversity, including and unconscious bias. These programs aim to foster greater awareness, empathy, and understanding amount employees and promote a culture of respect and inclusivity. |
Solais Topco Limited (Registered number: SC793129) |
Group Strategic Report |
For The Period 21 December 2023 to 30 September 2024 |
FUTURE DEVELOPMENTS |
Divisions |
The Group operates 5 distinct divisions: Infor, Dynamics (Microsoft), Technical, Comms and KickSecure which provide the platform for our single source solution provider strategy. The Group will continue the growth and investment in each of the divisions alongside the exciting, advanced plans for acquisitions to open up new markets and associated new divisions for the Group. |
Outlook |
The Group will continue to invest to support our mission statement of "adding value and providing outstanding service to the customers who choose to work with us". |
2025 will be another exciting year for the Group and we look forward with optimism to progressing our plans to enter new markets and provide additional product and service offerings to our existing and new customers. |
ON BEHALF OF THE BOARD: |
Solais Topco Limited (Registered number: SC793129) |
Report of the Directors |
For The Period 21 December 2023 to 30 September 2024 |
The directors present their report with the financial statements of the company and the group for the period 21 December 2023 to 30 September 2024. |
INCORPORATION |
The group was incorporated on 21 December 2023 and commenced trading on the same date. |
DIVIDENDS |
No dividends will be distributed for the period ended 30 September 2024. |
DIRECTORS |
The directors who have held office during the period from 21 December 2023 to the date of this report are as follows: |
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. |
Solais Topco Limited (Registered number: SC793129) |
Report of the Directors |
For The Period 21 December 2023 to 30 September 2024 |
AUDITORS |
The auditors, Robb Ferguson, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Solais Topco Limited |
Opinion |
We have audited the financial statements of Solais Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 30 September 2024 and of the group's loss for the period then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the 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 |
Solais Topco Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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 |
Solais Topco Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our wider knowledge and experience; |
- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and FRS 102 |
- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations |
Audit response to risks identified |
To address the risk of fraud through management bias and override of controls, we: |
- Performed analytical procedures to identify any unusual or unexpected relationships; |
- Tested journal entries to identify unusual transactions; |
- Assessed whether judgements and assumptions made in determining the accounting estimates set out were indicative of potential bias; and |
- Investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- Agreeing financial statement disclosures to underlying supporting documentation; |
- Enquiring of management as to actual and potential litigation and claims; and |
- Requesting correspondence with HMRC and Companies House. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Solais Topco Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants & Statutory Auditors |
Regent Court |
70 West Regent Street |
Glasgow |
G2 2QZ |
Solais Topco Limited (Registered number: SC793129) |
Consolidated |
Statement of Comprehensive |
Income |
For The Period 21 December 2023 to 30 September 2024 |
Notes | £ |
TURNOVER | 21,514,647 |
Cost of sales | 9,396,935 |
GROSS PROFIT | 12,117,712 |
Administrative expenses | 8,635,498 |
3,482,214 |
Other operating income | 26,515 |
OPERATING PROFIT BEFORE DEPRECIATION AND AMORTISATION | 3,508,729 |
Amortisation and depreciation | 5,417,312 |
OPERATING LOSS | 5 | (1,908,583 | ) |
Mergers & acquisitions | 6 | (237,893 | ) |
Reorganisation costs | 6 | (76,030 | ) |
(2,222,506 | ) |
Interest receivable and similar income | 3,398 |
(2,219,108 | ) |
Gain/loss on revaluation of investments | 11,818 |
(2,207,290 | ) |
Interest payable and similar expenses | 7 | 5,226,158 |
LOSS BEFORE TAXATION | (7,433,448 | ) |
Tax on loss | 8 | 378,637 |
LOSS FOR THE FINANCIAL PERIOD | ( | ) |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | (7,812,085 | ) |
Loss attributable to: |
Owners of the parent | (7,831,583 | ) |
Non-controlling interests | 19,498 |
(7,812,085 | ) |
Total comprehensive loss attributable to: |
Solais Topco Limited (Registered number: SC793129) |
Consolidated |
Statement of Comprehensive |
Income |
For The Period 21 December 2023 to 30 September 2024 |
£ |
Owners of the parent | (7,831,583 | ) |
Non-controlling interests | 19,498 |
(7,812,085 | ) |
Solais Topco Limited (Registered number: SC793129) |
Consolidated Statement of Financial Position |
30 September 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 60,338,129 |
Tangible assets | 11 | 170,234 |
Investments | 12 | 91,192 |
60,599,555 |
CURRENT ASSETS |
Stocks | 13 | 50,264 |
Debtors | 14 | 6,269,945 |
Cash at bank and in hand | 3,271,470 |
9,591,679 |
CREDITORS |
Amounts falling due within one year | 15 | 10,931,506 |
NET CURRENT LIABILITIES | (1,339,827 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES | 59,259,728 |
CREDITORS |
Amounts falling due after more than one year | 16 | (53,355,420 | ) |
PROVISIONS FOR LIABILITIES | 20 | (22,625 | ) |
ACCRUALS AND DEFERRED INCOME | 21 | (3,375,509 | ) |
NET ASSETS | 2,506,174 |
CAPITAL AND RESERVES |
Called up share capital | 22 | 10,123 |
Share premium | 23 | 10,284,531 |
Retained earnings | 23 | (7,831,583 | ) |
SHAREHOLDERS' FUNDS | 2,463,071 |
NON-CONTROLLING INTERESTS | 43,103 |
TOTAL EQUITY | 2,506,174 |
The financial statements were approved by the Board of Directors and authorised for issue on 18 March 2025 and were signed on its behalf by: |
T O'Hara C.A - Director |
Solais Topco Limited (Registered number: SC793129) |
Company Statement of Financial Position |
30 September 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 16 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 22 |
Share premium |
Retained earnings | ( | ) |
SHAREHOLDERS' FUNDS |
Company's loss for the financial year | (1,337,516 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Solais Topco Limited (Registered number: SC793129) |
Consolidated Statement of Changes in Equity |
For The Period 21 December 2023 to 30 September 2024 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Changes in equity |
Issue of share capital | 10,123 | - | 10,284,531 |
Total comprehensive loss | - | (7,831,583 | ) | - |
10,123 | (7,831,583 | ) | 10,284,531 |
Acquisition of non-controlling interest | - | - | - |
Balance at 30 September 2024 | 10,123 | (7,831,583 | ) | 10,284,531 |
Non-controlling | Total |
Total | interests | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | 10,294,654 | - | 10,294,654 |
Total comprehensive loss | (7,831,583 | ) | 19,498 | (7,812,085 | ) |
2,463,071 | 19,498 | 2,482,569 |
Acquisition of non-controlling interest | - | (37,422 | ) | (37,422 | ) |
Balance at 30 September 2024 | 2,463,071 | (17,924 | ) | 2,445,147 |
Solais Topco Limited (Registered number: SC793129) |
Company Statement of Changes in Equity |
For The Period 21 December 2023 to 30 September 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Changes in equity |
Issue of share capital | - |
Total comprehensive loss | - | ( | ) | - | ( | ) |
Balance at 30 September 2024 | ( | ) |
Solais Topco Limited (Registered number: SC793129) |
Consolidated Statement of Cash Flows |
For The Period 21 December 2023 to 30 September 2024 |
Notes | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 2,686,293 |
Interest paid | (2,667,618 | ) |
Finance costs paid | (358,553 | ) |
Tax paid | (406,110 | ) |
Net cash from operating activities | (745,988 | ) |
Cash flows from investing activities |
Purchase of intangible fixed assets | (8,313,641 | ) |
Purchase of tangible fixed assets | (75,095 | ) |
Cash received on acquisition | 2,478,137 |
Interest received | 3,398 |
Net cash from investing activities | (5,907,201 | ) |
Cash flows from financing activities |
New loans in year | 15,750,000 |
Loan repayments in year | (5,826,409 | ) |
Amount withdrawn by directors | 1,068 |
Net cash from financing activities | 9,924,659 |
Increase in cash and cash equivalents | 3,271,470 |
Cash and cash equivalents at beginning of period | 2 | - |
Cash and cash equivalents at end of period | 2 | 3,271,470 |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Statement of Cash Flows |
For The Period 21 December 2023 to 30 September 2024 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
£ |
Loss before taxation | (7,433,448 | ) |
Depreciation charges | 5,417,312 |
Gain on revaluation of fixed assets | (11,818 | ) |
Finance costs | 5,226,158 |
Finance income | (3,398 | ) |
3,194,806 |
Decrease in stocks | 8,065 |
Increase in trade and other debtors | (2,112,961 | ) |
Increase in trade and other creditors | 1,596,383 |
Cash generated from operations | 2,686,293 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Period ended 30 September 2024 |
30.9.24 | 21.12.23 |
£ | £ |
Cash and cash equivalents | 3,271,470 | - |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 21.12.23 | Cash flow | At 30.9.24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | - | 3,271,470 | 3,271,470 |
- | 3,271,470 | 3,271,470 |
Debt |
Debts falling due after 1 year | - | (53,355,420 | ) | (53,355,420 | ) |
- | (53,355,420 | ) | (53,355,420 | ) |
Total | - | (50,083,950 | ) | (50,083,950 | ) |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Financial Statements |
For The Period 21 December 2023 to 30 September 2024 |
1. | STATUTORY INFORMATION |
Solais Topco Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Turnover |
Turnover comprises the value of goods and services supplied by the company, exclusive of Value Added Tax and trade discounts. Revenue is not recognised until the amount of revenue can be measured reliably and it is probable that the company will receive the consideration due. Turnover includes maintenance contract income that is recognised over the period of a contract on a straight line basis. Revenue from the sale of goods and licences is recognised once the company has transferred the significant risk and rewards of ownership to the buyer. |
Goodwill |
Goodwill representing the excess of the cost of the acquisition of subsidiary undertakings over the fair value of the assets acquired and other purchased goodwill, is capitalised in the year of acquisition and is being amortised evenly over its useful life of ten years. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Computer software is being amortised evenly over its estimated useful life of ten years. |
Development expenditure is capitalised where the directors are satisfied as to the technical, commercial and financial viability of the individual project. In such cases, the identifiable expenditure, including a proportion of wages costs are deferred and amortised over the period by which the company is expected to benefit which is currently assessed as ten years. |
Tangible fixed assets |
Fixed plant and equipment | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer Equipment | - |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Financial Statements - continued |
For The Period 21 December 2023 to 30 September 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Basic financial instruments are recognised at amortised cost, except for investments in non-convertible preference and non-puttable ordinary shares which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value with changes recognised in profit or loss. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 statement of financial position date. |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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. |
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. |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The estimates and assumptions used to determine the amortisation and depreciation charge requires judgements to be made as regards asset useful lives and residual values. The useful lives and residual values of the company's fixed assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The lives are based on historical experience with similar assets. Historically, changes in useful lives have not resulted in material changes to the company's amortisation and depreciation charge. |
4. | EMPLOYEES AND DIRECTORS |
£ |
Wages and salaries | 6,942,558 |
Other pension costs | 233,093 |
7,175,651 |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Financial Statements - continued |
For The Period 21 December 2023 to 30 September 2024 |
4. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the period was as follows: |
Management | 4 |
Administration | 34 |
Sales | 20 |
Technical | 47 |
Applications | 63 |
Comms | 7 |
£ |
Directors' remuneration | 615,259 |
Directors' pension contributions to money purchase schemes | 58,707 |
Information regarding the highest paid director is as follows: |
£ |
Emoluments etc | 237,581 |
Pension contributions to money purchase schemes | 24,960 |
5. | OPERATING LOSS |
The operating loss is stated after charging: |
£ |
Depreciation - owned assets | 54,498 |
Goodwill amortisation | 5,210,397 |
Computer software amortisation | 152,417 |
Auditors' remuneration | 25,540 |
Foreign exchange differences | 3,331 |
6. | EXCEPTIONAL ITEMS |
£ |
Mergers & acquisitions | (237,893 | ) |
Reorganisation costs | (76,030 | ) |
(313,923 | ) |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
£ |
Loan note interest | 3,349,062 |
Bank loan interest | 1,518,543 |
Non-utilisation fees | 166,928 |
Arrangement fees | 191,625 |
5,226,158 |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Financial Statements - continued |
For The Period 21 December 2023 to 30 September 2024 |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the period was as follows: |
£ |
Current tax: |
UK corporation tax | 337,505 |
Deferred tax | 41,132 |
Tax on loss | 378,637 |
UK corporation tax has been charged at 25 % . |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Loss before tax | (7,433,448 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 25 % | (1,858,362 | ) |
Effects of: |
Expenses not deductible for tax purposes | 1,937,023 |
Utilisation of tax losses | (31,191 | ) |
Deferred tax | 41,132 |
Timing differences | 290,035 |
Total tax charge | 378,637 |
9. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Financial Statements - continued |
For The Period 21 December 2023 to 30 September 2024 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Computer |
Goodwill | software | Totals |
£ | £ | £ |
COST |
At 21 December 2023 | 17,247,086 | 1,225,980 | 18,473,066 |
Additions | 52,543,180 | 443,736 | 52,986,916 |
Reclassification/transfer | - | 189,238 | 189,238 |
At 30 September 2024 | 69,790,266 | 1,858,954 | 71,649,220 |
AMORTISATION |
At 21 December 2023 | 4,856,476 | 595,458 | 5,451,934 |
Amortisation for period | 5,210,397 | 152,417 | 5,362,814 |
Reclassification/transfer | 414,993 | 81,350 | 496,343 |
At 30 September 2024 | 10,481,866 | 829,225 | 11,311,091 |
NET BOOK VALUE |
At 30 September 2024 | 59,308,400 | 1,029,729 | 60,338,129 |
At 20 December 2023 | 12,390,610 | 630,522 | 13,021,132 |
11. | TANGIBLE FIXED ASSETS |
Group |
Fixed | Fixtures |
plant and | and | Motor | Computer |
equipment | fittings | vehicles | Equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 21 December 2023 | 1,009,259 | 219,060 | 9,460 | 933 | 1,238,712 |
Additions | 75,095 | - | - | - | 75,095 |
At 30 September 2024 | 1,084,354 | 219,060 | 9,460 | 933 | 1,313,807 |
DEPRECIATION |
At 21 December 2023 | 859,698 | 185,547 | 7,858 | 933 | 1,054,036 |
Charge for period | 47,957 | 5,340 | 1,201 | - | 54,498 |
Reclassification/transfer | 33,170 | 1,468 | 401 | - | 35,039 |
At 30 September 2024 | 940,825 | 192,355 | 9,460 | 933 | 1,143,573 |
NET BOOK VALUE |
At 30 September 2024 | 143,529 | 26,705 | - | - | 170,234 |
At 20 December 2023 | 149,561 | 33,513 | 1,602 | - | 184,676 |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Financial Statements - continued |
For The Period 21 December 2023 to 30 September 2024 |
12. | FIXED ASSET INVESTMENTS |
Group |
Unlisted |
investments |
£ |
COST OR VALUATION |
Revaluations | 11,818 |
Reclassification/transfer | 79,374 |
At 30 September 2024 | 91,192 |
NET BOOK VALUE |
At 30 September 2024 | 91,192 |
Cost or valuation at 30 September 2024 is represented by: |
Unlisted |
investments |
£ |
Valuation in 2024 | 11,818 |
Cost | 79,374 |
91,192 |
Company |
Unlisted |
investments |
£ |
COST |
Additions |
At 30 September 2024 |
NET BOOK VALUE |
At 30 September 2024 |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiary |
Registered office: Solais House 19 Phoenix Crescent, Strathclyde Business Park, Bellshill, United Kingdom, ML4 3NJ |
Nature of business: |
% |
Class of shares: | holding |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Financial Statements - continued |
For The Period 21 December 2023 to 30 September 2024 |
13. | STOCKS |
Group |
£ |
Stocks | 50,264 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade debtors | 3,377,346 |
Amounts owed by group undertakings | - |
Other debtors | 19,131 |
Directors' current accounts | 32,642 |
Prepayments | 2,840,826 |
6,269,945 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade creditors | 1,570,472 |
Amounts owed to group undertakings | - |
Tax | 320,525 |
Social security and other taxes | 277,669 |
VAT | 604,996 |
Other creditors | 5,551,916 |
Accrued expenses | 2,605,928 |
10,931,506 |
Included within Other creditors is £5,500,000 which represents the maximum liability which may become payable in respect of additional consideration further to the SPA in respect of the acquisition of Kick ICT Group Limited in December 2023. The final liability payable will be determined by the terms and associated process as prescribed within the SPA. |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
£ | £ |
Other loans (see note 17) | 53,355,420 |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Financial Statements - continued |
For The Period 21 December 2023 to 30 September 2024 |
17. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
£ | £ |
Amounts falling due between two and five | years: |
Other loans - 2-5 years | 15,750,000 |
Amounts falling due in more than five years: |
Repayable otherwise than by instalments |
Other loans more 5yrs non-inst | 37,605,420 | 37,605,420 |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non- cancellable | operating leases |
£ |
Within one year | 195,834 |
Between one and five years | 69,531 |
265,365 |
19. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
£ | £ |
Loan notes | 26,924,217 | 26,924,217 |
Other Loans | 15,750,000 | - |
42,674,217 |
LDC (Managers) Limited hold a fixed and floating charge over all the property and undertaking of the company. |
GLAS Trust Corporation Limited hold a fixed and floating charge over all the property and undertaking of the company. |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Financial Statements - continued |
For The Period 21 December 2023 to 30 September 2024 |
20. | PROVISIONS FOR LIABILITIES |
Group |
£ |
Deferred tax | 22,625 |
Group |
Deferred |
tax |
£ |
Provided during period | 41,132 |
Acquired company b/f | (18,507 | ) |
Balance at 30 September 2024 | 22,625 |
21. | ACCRUALS AND DEFERRED INCOME |
Group |
£ |
Accruals and deferred income | 3,375,509 |
22. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
A Ordinary | £0.00 | 5 |
B Ordinary | £0.01 | 5,186 |
C Ordinary | £0.01 | 935 |
10,123 |
23. | RESERVES |
Group |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
Deficit for the period | (7,831,583 | ) | (7,831,583 | ) |
Share issue | - | 10,284,531 | 10,284,531 |
At 30 September 2024 | (7,831,583 | ) | 10,284,531 | 2,452,948 |
Solais Topco Limited (Registered number: SC793129) |
Notes to the Consolidated Financial Statements - continued |
For The Period 21 December 2023 to 30 September 2024 |
24. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the period ended 30 September 2024: |
£ |
T O'Hara C.A |
Balance outstanding at start of period | - |
Amounts advanced | 16,451 |
Amounts repaid | - |
Amounts written off | - |
Amounts waived | - |
Balance outstanding at end of period | 16,451 |
A L Turnbull |
Balance outstanding at start of period | - |
Amounts advanced | 16,190 |
Amounts repaid | - |
Amounts written off | - |
Amounts waived | - |
Balance outstanding at end of period | 16,190 |
25. | ULTIMATE CONTROLLING PARTY |
For the year ended 30 September 2024, the company is under the control of T O'Hara C.A, D M Chazan, A L |
Turnbull and LDC (Nominees) Limited. |