IRIS Accounts Productionv24.3.2.46SC793129Board of Directors30.9.2421.12.2330.9.2430.9.24Medium entitiesThese accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime.information technology service activitiestruetruetruefalsetruetruefalsefalsefalsefalsetruefalseA Ordinary0B Ordinary0C Ordinary0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWhSC7931292023-12-20SC7931292024-09-30SC7931292023-12-212024-09-30SC7931292023-12-20SC793129ns15:Scotland2023-12-212024-09-30SC793129ns14:PoundSterling2023-12-212024-09-30SC793129ns10:Director12023-12-212024-09-30SC793129ns10:Consolidated2024-09-30SC793129ns10:ConsolidatedGroupCompanyAccounts2023-12-212024-09-30SC793129ns10:PrivateLimitedCompanyLtd2023-12-212024-09-30SC793129ns10:Consolidatedns10:MediumEntities2023-12-212024-09-30SC793129ns10:Consolidatedns10:Audited2023-12-212024-09-30SC793129ns10:SmallCompaniesRegimeForDirectorsReport2023-12-212024-09-30SC793129ns10:SmallCompaniesRegimeForAccounts2023-12-212024-09-30SC793129ns10:Consolidated2023-12-212024-09-30SC793129ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-12-212024-09-30SC793129ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForAccounts2023-12-212024-09-30SC793129ns10:FullAccounts2023-12-212024-09-30SC793129ns5:Subsidiary12023-12-212024-09-30SC79312912023-12-212024-09-30SC793129ns10:OrdinaryShareClass12023-12-212024-09-30SC793129ns10:OrdinaryShareClass22023-12-212024-09-30SC793129ns10:OrdinaryShareClass32023-12-212024-09-30SC793129ns10:Director32023-12-212024-09-30SC793129ns10:Director42023-12-212024-09-30SC793129ns10:Director52023-12-212024-09-30SC793129ns10:Director72023-12-212024-09-30SC793129ns10:RegisteredOffice2023-12-212024-09-30SC793129ns10:Director22023-12-212024-09-30SC793129ns10:Director62023-12-212024-09-30SC793129ns5:CurrentFinancialInstruments2024-09-30SC793129ns5:Non-currentFinancialInstruments2024-09-30SC793129ns5:ShareCapital2024-09-30SC793129ns5:SharePremium2024-09-30SC793129ns5:RetainedEarningsAccumulatedLosses2024-09-30SC793129ns5:ShareCapital2023-12-212024-09-30SC793129ns5:SharePremium2023-12-212024-09-30SC793129ns5:RetainedEarningsAccumulatedLosses2023-12-212024-09-30SC793129ns5:NetGoodwill2023-12-212024-09-30SC793129ns5:IntangibleAssetsOtherThanGoodwill2023-12-212024-09-30SC793129ns5:PlantMachinery2023-12-212024-09-30SC793129ns5:FurnitureFittings2023-12-212024-09-30SC793129ns5:MotorVehicles2023-12-212024-09-30SC793129ns5:ComputerEquipment2023-12-212024-09-30SC793129ns5:AdditionsToInvestmentsns5:UnlistedNon-exchangeTraded2024-09-30SC793129ns5:UnlistedNon-exchangeTradedns5:CostValuation2024-09-30SC793129ns5:UnlistedNon-exchangeTraded2024-09-30SC7931291ns5:Subsidiary12023-12-212024-09-30SC793129ns5:WithinOneYearns5:CurrentFinancialInstruments2024-09-30SC793129ns5:Non-currentFinancialInstrumentsns5:BetweenTwoFiveYears2024-09-30SC793129ns5:Secured2024-09-30SC793129ns10:OrdinaryShareClass12024-09-30SC793129ns10:OrdinaryShareClass22024-09-30SC793129ns10:OrdinaryShareClass32024-09-30

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:

L O Donaldson


A McDonald


G L Neville


T O'Hara C.A


M Vitty







REGISTERED OFFICE:

Solais House 19 Phoenix Crescent


Strathclyde Business Park


Bellshill


United Kingdom


ML4 3NJ







REGISTERED NUMBER:

SC793129 (Scotland)







INDEPENDENT AUDITORS:

Robb Ferguson


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:






T O'Hara C.A - Director



18 March 2025



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:


E Borrie - appointed 23 December 2023

L O Donaldson - appointed 23 December 2023

A McDonald - appointed 23 December 2023

G L Neville - appointed 23 December 2023

T O'Hara C.A - appointed 21 December 2023

A L Turnbull - appointed 23 December 2023


M Vitty was appointed as a director after 30 September 2024 but prior to the date of this report.


A L Turnbull and E Borrie ceased to be directors after 30 September 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.



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:






T O'Hara C.A - Director



18 March 2025


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.





Graham Cantlay CA (Senior Statutory Auditor)

for and on behalf of Robb Ferguson

Chartered Accountants & Statutory Auditors

Regent Court

70 West Regent Street

Glasgow

G2 2QZ


20 March 2025



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

(7,812,085

)




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

238,321



238,321





CURRENT ASSETS


Debtors

14

47,571,284





Cash at bank

14




47,571,298




CREDITORS


Amounts falling due within one year

15

1,247,061




NET CURRENT ASSETS

46,324,237




TOTAL ASSETS LESS CURRENT

LIABILITIES

46,562,558





CREDITORS


Amounts falling due after more than one year

16

37,605,420




NET ASSETS

8,957,138





CAPITAL AND RESERVES


Called up share capital

22

10,123




Share premium

10,284,531




Retained earnings

(1,337,516

)



SHAREHOLDERS' FUNDS

8,957,138





Company's loss for the financial year

(1,337,516

)



The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.  


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)



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

10,123


-


10,284,531


10,294,654



Total comprehensive loss

-


(1,337,516

)

-


(1,337,516

)


Balance at 30 September 2024

10,123


(1,337,516

)

10,284,531


8,957,138





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 private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.


The presentation currency of the financial statements is the Pound Sterling (£).


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 as modified by the revaluation of certain assets.  



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


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


Fixed plant and equipment

-    

33.33% on cost, 25% on cost and 25% - 50% per annum straight line


Fixtures and fittings

-          

33.33% on cost, 25% on cost, 25% on reducing balance, 25% on reducing balance, 20% on cost and 10% and 25% straight line  


Motor vehicles

-

25% on cost


Computer Equipment

-

25% on cost



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



175




£   



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

238,321




At 30 September 2024

238,321




NET BOOK VALUE


At 30 September 2024

238,321





The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:



Subsidiary



Solais Limited


Registered office: Solais House 19 Phoenix Crescent, Strathclyde Business Park, Bellshill, United Kingdom, ML4 3NJ  


Nature of business: Information technology and consultancy


%


Class of shares:

holding



Ordinary

100.00





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

-


46,740,909




Other debtors

19,131


-




Directors' current accounts

32,642


-




Prepayments

2,840,826


830,375



6,269,945


47,571,284




15.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR





Group


Company


£   

£   



Trade creditors

1,570,472


22,903




Amounts owed to group undertakings

-


75,083




Tax

320,525


-




Social security and other taxes

277,669


-




VAT

604,996


-




Other creditors

5,551,916


-




Accrued expenses

2,605,928


1,149,075



10,931,506


1,247,061





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


37,605,420





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


26,924,217





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:

£   



800,000

A Ordinary

£0.00

5

4,002




518,518

B Ordinary

£0.01

5,186




93,549

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.