Company registration number 09346040 (England and Wales)
SSP MIDCO 2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
SSP MIDCO 2 LIMITED
COMPANY INFORMATION
Directors
Mr M Dufton
Mr C Greenhill
(Appointed 12 December 2024)
Mr N Partington
(Appointed 12 December 2024)
Company number
09346040
Registered office
3rd Floor
West Bowling Mill
Dean Clough Mills
Halifax
West Yorkshire
HX3 5AX
Auditor
PM+M Solutions for Business LLP
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
SSP MIDCO 2 LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Income statement
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 22
SSP MIDCO 2 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Principal activities

The Company is an intermediate holding company. The directors expect the Company to continue in this activity for the foreseeable future.

Ownership and financing

 

The Company is ultimately owned by Constellation Software Inc., a company incorporated in Canada and listed on the Toronto Stock exchange.

Strategy and objectives

The Company through its subsidiaries is committed to the following key long-term objectives:

 

The Company has made a loss after tax for the year ended 31 December 2024 of £5.3m (2023: profit of £20.8m). This loss is driven by an increase in impairments against amounts due from group undertakings, net interest receivable on intercompany loans of £23m (2023: £21.0m), and finance costs of the loan notes issued in the year of

£3.8m (2023: £3.8m). The loss has been transferred to reserves.

 

As the Company is an intermediate holding company, with no transactions other than in relation to advisors’ costs, management charges, loan notes and intercompany loans, no key performance indicators have been identified by the directors.

The SSP Group (the Company and its subsidiaries) continues to integrate into the proven Constellation Software Inc business model and processes and will look to benefit from Constellation’s extensive expertise of software businesses.

SSP MIDCO 2 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Strategic review

The key risks to the Company are the recoverability of amounts due from group undertakings of £283.8m (2023:£260.9m). The recoverability of intercompany debtors is dependent on the continued profitable performance of the SSP Group and the balance is shown net of an impairment based on the ability of the SSP Group to generate sufficient cash to repay the balance.

 

The key risks to which the SSP Group are exposed, and therefore indirectly SSP Midco 2 Limited, are summarised as follows:

 

Financial risk management objectives and policies

 

SSP Group’s activities expose it and the Company to a number of potential financial risks including credit risk and liquidity risk.

 

Credit risk

 

The Company’s credit risk is primarily attributable to amounts due from group undertakings. The amount presented in the balance sheet is net of an impairment based on the ability of the SSP Group to generate sufficient cash to repay this debtor.

 

In turn, the SSP Group’s principal financial assets are bank balances and cash, trade and other receivables.

 

The SSP Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. The credit risk on liquid funds is limited because the

counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

 

The SSP Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

SSP MIDCO 2 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

Liquidity risk

 

The company’s liquidity risk is tied to the liquidity risk of SSP Group. SSP Group held cash of £4.5m (2023: £1.5m) as at 31 December 2023. Liquidity risk arises where there is insufficient cash in the short term to fund ongoing operations and future developments.

 

Liquidity risk is mitigated by standalone cash generation, an ongoing focus on working capital management and the ability to drawdown from broader group resources via its parent company, Volaris Group UK Holdco Limited.

 

Statement by the directors in performance of their statutory duties in accorance with S172(1) of the Companies Act 2006
The following paragraphs summarise how the Directors fulfill their duties:
Investing in our employees

SSP is fully committed to its employees and recognise they are critical to the specialist services that are provided to its customers. Staff are actively encouraged to access the comprehensive training opportunities, both technical and for personal development, provided by the company designed to assist them with career progression. Measures to support staff working from home include enhanced medical support and flexible working measures.

Fostering business relationships with suppliers and customers

To achieve its long-term objectives, the Group needs to develop and maintain strong relationships with its customers, suppliers and other key stakeholders. The Board has worked hard to build an understanding of customer needs around the world. The Group recognises that strong relationships are an essential part of a partnership approach and any supplier requirements as they develop over time, and delivering ongoing, outstanding levels of service. The Group ethos is “to place the customer at the heart of everything we do”.

Impact of operations on the environment

SSP recognises that the company and its employees are all responsible for the environment around us. The Group seeks to adopt a responsible approach to business activities, including travel, as part of broader corporate social responsibilities.

Maintaining a reputation for high standards of business conduct

The Company has detailed policies and mandatory annual training for all employees regarding data protection, information security, anti-bribery, modern slavery, equality and diversity and corporate responsibility.

On behalf of the board

Mr N Partington
Director
23 May 2025
SSP MIDCO 2 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

 

The Company’s principal activities, principal risks and uncertainties and future prospects are presented in the Strategic Report. In accordance with section 414C(11) the Company has elected to present information in respect of principal activities, principal risks and uncertainties and future prospects in the Strategic Report rather than the Directors’ Report.

Results and dividends

The results for the year are set out on page 10.

 

The directors do not recommend the payment of a dividend either in the year or subsequently (2023: £nil).

Directors

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

Mr B Beattie
(Resigned 12 December 2024)
Mr M Dufton
Mr M Miller
(Resigned 12 December 2024)
Mr C Greenhill
(Appointed 12 December 2024)
Mr N Partington
(Appointed 12 December 2024)
Auditor

PM+M Solutions for Business LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

Pursuant to the Streamlined Energy and Carbon Reporting (SECR) regulations, the company has been exempted from preparing a separate energy and carbon report. The relevant energy and carbon information is included in the group report of a parent company.

Statement of directors' responsibilities

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

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

SSP MIDCO 2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going concern

It is the directors’ responsibility to assess whether the going concern basis of accounting is appropriate in the financial statements for the Company. The going concern basis should be adopted unless there is an intention to liquidate the entity or to cease trading or there is no realistic alternative but to do so.

 

In assessing going concern, the directors have considered the performance of the Company, its future prospects and the financial strength and support of the broader group of which the Company is part.

 

The Company reported an after tax loss for the year of £5.3m (2023:£20.8m) and net assets at 31 December 2024 of £120.2m (2023:£125.5m). Net assets at 31 December 2024 include loan note liabilities of £76.8m (2023:£73.6m).

 

Forecasts covering the year to 31 December 2029 reflect the reduced debt burden and show that SSP Group will be cash generative and able to pay its liabilities as they fall due. To the extent that surplus cash is generated, or additional facilities are required, SSP Group is part of a broader group of companies where the operating model is to make cash available across the group on an as-needed basis. In support of this, the ultimate parent undertaking, Constellation Software Inc, has provided a letter confirming it will provide financial support for the Group to meet its contractual obligations entered in the ordinary course of business for a period of least 12 months from the date of signing these financial statements. The directors of the Company are satisfied that the wider group of which the Company is part has sufficient funds to meet any cash requirements of the Company and its subsidiaries for the foreseeable future.

 

The Company’s balance sheet has current liabilities of £15.1m as amounts due to other group undertakings, being amounts due to SSP Limited, a subsidiary company. The directors of SSP Limited, have confirmed that they do not intend to call payment within 12 months of the signature date of these accounts, other than where the Company has funds available to pay this.

On behalf of the board
Mr N Partington
Director
23 May 2025
SSP MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SSP MIDCO 2 LIMITED
- 6 -
Opinion

We have audited the financial statements of SSP Midco 2 Limited (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of 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 our audit:

SSP MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SSP MIDCO 2 LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

 

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

 

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

SSP MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SSP MIDCO 2 LIMITED (CONTINUED)
- 8 -

Identifying and assessing potential risks related to irregularities

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:

 

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals and complex transactions; and manipulating the Company's performance profit measures and other key performance indicators to meet remuneration targets and externally communicated targets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

 

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety, pensions legislation and tax legislation.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

SSP MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SSP MIDCO 2 LIMITED (CONTINUED)
- 9 -

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s member 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 member, those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s member, for our audit work, for this report, or for the opinions we have formed.

Chris Read FCCA (Senior Statutory Auditor)
For and on behalf of PM+M Solutions for Business LLP, Statutory Auditor
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
23 May 2025
SSP MIDCO 2 LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£'000
£'000
Revenue
-
0
-
0
Administrative expenses
(374)
(223)
Operating loss
(374)
(223)
Investment income
6
22,902
20,969
Finance costs
7
(4,613)
(4,269)
Impairment of assets reduction
8
(23,204)
4,371
(Loss)/profit before taxation
(5,289)
20,848
Tax on (loss)/profit
9
-
0
-
0
(Loss)/profit and total comprehensive income for the financial year
(5,289)
20,848

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

The notes on pages 13 to 22 form part of these financial statements.

SSP MIDCO 2 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Current assets
Trade and other receivables
11
212,067
210,924
Current liabilities
12
(15,092)
(11,815)
Net current assets
196,975
199,109
Total assets less current liabilities
196,975
199,109
Non-current liabilities
12
(76,763)
(73,608)
Net assets
120,212
125,501
Equity
Called up share capital
15
198
198
Capital redemption
16
156,311
156,311
Retained earnings
(36,297)
(31,008)
Total equity
120,212
125,501

The notes on pages 13 to 22 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 23 May 2025 and are signed on its behalf by:
Mr N Partington
Director
Company registration number 09346040 (England and Wales)
SSP MIDCO 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Capital redemption
Retained earnings
Total
£'000
£'000
£'000
£'000
Balance at 1 January 2023
198
156,311
(51,856)
104,653
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
20,848
20,848
Balance at 31 December 2023
198
156,311
(31,008)
125,501
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
0
(5,289)
(5,289)
Balance at 31 December 2024
198
156,311
(36,297)
120,212

The notes on pages 13 to 22 form part of these financial statements.

SSP MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information

SSP Midco 2 Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, West Bowling Mill, Dean Clough Mills, Halifax, West Yorkshire, HX3 5AX. The company's principal activities and nature of its operations are disclosed in the strategic report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention as modified by financial statements recognised at fair value. The principal accounting policies adopted are set out below.

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

 

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

SSP Midco 2 Limited is a wholly owned subsidiary of Volaris Group UK Holdco Limited and the results of SSP Midco 2 Limited are included in the consolidated financial statements of Constellation Software Inc which are available from its registered office, 66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada.

1.2
Going concern

The directors have undertaken a formal assessment of the companies ability to continue as a going concern, which has been documented within the Directors’ Report. This assessment considers the companies current financial position, cash flow forecasts, and future funding requirements. Based on this review, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.true

SSP MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.3
Non-current investments

Investments are included in the balance sheet at cost less any provision for permanent diminution in value.

1.4
Financial assets

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

 

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

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

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

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

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

1.5
Financial liabilities

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

SSP MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

 

 

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

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

Derecognition of financial liabilities

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

1.6
Equity instruments

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

1.7
Taxation

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

Current tax

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

SSP MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Deferred tax

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

 

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

1.8
Foreign exchange

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

2
Adoption of new and revised standards and changes in accounting policies

There have been no significant changes to IFRSs that impact the Company’s financial statements.

SSP MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
3
Critical accounting estimates and judgements

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

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Impairment of amounts due from group undertakings

The directors consider the impairment of assets to be a key area of estimation uncertainty, including those relating to balances due from group undertakings. They assess annually whether there have been any indicators that amounts owed to by group undertakings may be impaired, based on the directors' assessment of expected credit losses. In making the assessment, assumptions have to be made in respect of highly uncertain matters including management expectations of growth in operating profit, timing and quantum of capital expenditure, and long term growth rates, as well as sensitivity scenarios applicable to base case forecasts and the probability to attach to their respective outcomes. Scenarios considered by directors include a reduction in revenue with corresponding reduction in costs, and a reduction in perpetuity growth, as well as the base case forecast scenario.

 

Amounts due from group undertakings total £294.1m (2023:£269.8m) with an impairment provision at 31 December 2024 of £82.1m (2023:£58.9m). Expected credit losses calculations have led to an increase in impairment provision in the year of £23.2m (2023:reduction of £4.4m) leading to a loss in the year to 31 December 2024 of £5.3m (2023:profit £20.8m)

4
Auditor's remuneration

Fees payable to the Company's auditor for the audit of the Company's financial statements have been met by a fellow group undertaking.

5
Employees

No directors received any remuneration from the Company during the year. The Directors are employees of the group company, Constellation Software Inc. It is not practicable to allocate their remuneration between their services as executives of Constellation Software Inc and as directors of the other group companies.

 

There are no other employees.

 

In the prior period none of the directors appointed in the period were employed or remunerated by the Company.

6
Investment income
2024
2023
£'000
£'000
Interest income
Interest receivable from group companies
22,902
20,969
SSP MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
7
Finance costs
2024
2023
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
806
473
Interest on other loans
3,807
3,796
4,613
4,269
8
Other gains and losses
2024
2023
£'000
£'000
Other gains and losses
(23,204)
4,371
9
Taxation
2024
2023
£'000
£'000

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

2024
2023
£'000
£'000
(Loss)/profit before taxation
(5,289)
20,848
Expected tax (credit)/charge based on a corporation tax rate of 25.00% (2023: 23.50%)
(1,322)
4,899
Income not taxable
1,322
(4,899)
Taxation charge for the year
-
-

At 31 December 2024 there was an unrecognised deferred tax asset of £775,000 (2023:£589,000) relating primarily to unutilised losses. This is not recognised as it was more likely than not under the current group tax structure that this asset would not unwind in the foreseeable future. The deferred tax balance at the year end has been calculated based on the main rate of 25%.

SSP MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
10
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
SSP Midco 1 Limited
England & Wales
Ordinary shares
100.00
SSP Bidco Limited
England & Wales
Ordinary shares
100.00
SSP Holdings Limited
England & Wales
Ordinary shares
100.00
SSP Limited
England & Wales
Ordinary shares
100.00
SSP (Africa) Pty Limited
South Africa
Ordinary shares
100.00
SSP (Africa) Holdings Pty Limited
South Africa
Ordinary shares
100.00
SSP Sirius Solutions Limited
England & Wales
Ordinary shares
100.00
SSP Sirius Limited
England & Wales
Ordinary shares
100.00
Sirius Financial Systems Group Limited
England & Wales
Ordinary shares
100.00
SSP (New Zealand) Limited
New Zealand
Ordinary shares
100.00
SSP (India) Private Limited
India
Ordinary shares
99.99
SSP (Asia Pacific) Pty Limited
Australia
Ordinary shares
100.00
Key Choice Insurance Marketing Limited
England & Wales
Ordinary shares
100.00
Keychoice Underwriting Limited
England & Wales
Ordinary shares
100.00
Holdgrove Limited
England & Wales
Ordinary shares
100.00
Sectornet Limited
England & Wales
Ordinary shares
100.00
Mediquote Health Solutions Limited
England & Wales
Ordinary shares
100.00
Policy Master Group Limited
England & Wales
Ordinary shares
100.00
Loop Portal UK Limited
England & Wales
Ordinary shares
100.00
Friedshelf 1027 Pty Limited
South Africa
Ordinary shares
100.00

The registered office of the companies registered in England & Wales is 3rd Floor, West Bowling Mill, Dean Clough, Halifax, HX3 5AX.

 

The registered office of the companies registered in South Africa is Sandown Mews, Ground Floor West Building, 88 Stella Road, Johannesburg, 2196.

 

The registered office of SSP (New Zealand) Limited is Level 6, 205 Queen Street, Auckland.

 

The registered office of SSP (India) Private Limited is 4th Floor, Block A-2, DLF World Tech Park, DLF IT SEZ Silokhera, Sector 30, Gurugram, Haryana, 122002.

 

The registered office of SSP (Asia Pacific) Pty Limited is Level 3, 293 Camberwell Road, Camberwell, Vic 3124.

SSP MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
11
Trade and other receivables
Non-current
2024
2023
£'000
£'000
Amount owed by parent undertaking
10,295
8,850
Amounts owed by fellow group undertakings
201,772
202,074
212,067
210,924

No interest is charged on amounts due from the parent entity.

 

Interest on amounts due from the subsidiary entity is charged at 10% or 5.75% per the underlying loan.

 

Amounts owed by group undertakings are held at amortised cost. Although intercompany receivables are repayable on demand, there is no expectation that they will be recovered in the 12 months after the balance sheet date, and they have therefore been presented as non-current assets.

 

Movements in the impairment allowance for receivables from group undertakings are as follows:
2024
2023
£000
£000
Opening provision for impairment
58,861
63,232
(Decrease)/Increase during the period
23,204
(4,371)
Closing provision for impairment
82,065
58,861
12
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Borrowings
14
-
0
-
0
76,763
73,608
Trade and other payables
13
15,092
11,815
-
0
-
0
15,092
11,815
76,763
73,608
13
Trade and other payables
2024
2023
£'000
£'000
Amount owed to parent undertaking
-
0
184
Amounts owed to fellow group undertakings
14,957
11,496
Other payables
135
135
15,092
11,815
SSP MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Trade and other payables
(Continued)
- 21 -

No interest is charged on amounts due to the parent entity.

 

Interest on amounts due to other group undertakings is charged at 7% plus SONIA.

 

Amounts owed to group undertakings are repayable on demand and held at amortised cost.

14
Borrowings
Non-current
2024
2023
£'000
£'000
Borrowings held at amortised cost:
Loan notes
76,763
73,608

Loan notes of £65,000,000 were issued on 17 February 2021. These notes have a 7 year term and are repayable on 17 Feb 2028. Interest is charged at 5.75% per annum with 1% repayable quarterly and 4.75% accrued and repayable at the end of the term.

 

At 31 December 2024, accrued interest totalled £11,952,432 (2023: £8,856,473).

 

Debt issue costs of £415,000 were capitalised on 17 February 2021 and are being amortised over the term of the loan notes. At 31 December 2024 the loan note balance of £76,762,931 (2023: £73,607,795) is shown net of debt issue cost of £189,501 (2023: £248,677).

15
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Authorised
Ordinary shares of £1 each
197,798
197,798
198
198
Issued and fully paid
Ordinary shares of £1 each
197,798
197,798
198
198

The Company has one class of ordinary shares which carry no right to fixed income.

16
Capital redemption reserve
2024
2023
£'000
£'000
At the beginning and end of the year
156,311
156,311
17
Events after the reporting date

There are no events after the balance sheet date that are material to the financial statements.

18
Related party transactions

The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose details of related party transactions with other wholly owned group companies.

SSP MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
19
Controlling party

The immediate parent undertaking of the Company at the date of signing these financial statements is Volaris Group UK Holdco Limited, a company incorporated in the United Kingdom. Copies of those financial statements will be available at the following address: Rivington House, Drumhead Road, Chorley, Lancashire, England, PR6 7BX.

 

The ultimate parent company at the date of signing these financial statements is Constellation Software Inc., a company incorporated in Canada. Copies of the consolidated financial statements of Constellation Software Inc. are made available to the public and may be obtained from 66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada.

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