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Renaissance Topco Limited

Registered number: 13685901
Annual report and consolidated financial statements
For the period ended 31 March 2023

 
RENAISSANCE TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
J D Rose (appointed 5 November 2021)
Bridges Fund Management Limited (appointed 18 October 2021)
S B Braham (appointed 13 November 2023)
E Chandler (appointed 17 February 2025)




Registered number
13685901



Registered office
59 Stanley Road
Whitefield

Manchester

Greater Manchester

M45 8GZ




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

One St. Peter's Square

Manchester

M2 3DE




Bankers
National Westminster Bank PLC
19 Market Street

Manchester

M1 1WR





 
RENAISSANCE TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 5
Independent Auditor's Report
 
6 - 12
Consolidated Statement of Comprehensive Income
 
13
Consolidated Statement of Financial Position
 
14
Company Statement of Financial Position
 
15
Consolidated Statement of Changes in Equity
 
16
Company Statement of Changes in Equity
 
17
Consolidated Statement of Cash Flows
 
18 - 19
Notes to the Financial Statements
 
20 - 47


 
RENAISSANCE TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2023

Introduction
 
The Directors present the Group Strategic Report for the period ended 31 March 2023.

Business review
 
The principal activity of the Group is that of the provision of IT services along with the refurbishment of computer equipment. The activities are carried out by the Company’s subsidiary undertakings. 
Across the period ended 31 March 2023, we have made significant progress financially, operationally and strategically.
Our key strategic focus has been to continue on developing our core IT services while responding to customer demands and a dynamic changing marketplace.
The Group made two acquisitions during the period ended 31 March 2023 as set out in note 27. On 5 November 2021 the Group acquired 100% of Tier 1 Asset Management Limited. On 28 April 2022 the Group acquired 100% of EOL IT Services Limited.
Since the balance sheet date 31 March 2023, the financial performance of Tier 1 Asset Management Limited and EOL IT Services Limited have fallen short of the financial forecasts and assumptions made at the time of the respective acquisitions.  
For the period ended 31 March 2023 an impairment charge of £(17.9)m has been recognised. £8.7m of this related to Tier 1 Asset Management Limited and £9.2m of this related to EOL IT Services Limited. Further details of these impairment charges are summarised in the note 14. 
Market Overview
Across the period, the Group continued its principal activity providing IT services to key enterprise clients and the refurbishment of computer equipment. The market has been challenging during the period ended 31 March 2023. 
Operational Review
We continue to work closely with our customers to help them fully realise the benefits of our IT services and refurbishment of computer equipment. 
Financial Review
The principal activity of the Group during the year is providing IT services to key enterprise clients and the refurbishment of computer equipment, which is then sold into various channels. Turnover for the period was £30.9m.
The gross profit margin was 45.7% in the period.
The loss before taxation was £22.7m.
Statement of Financial Position
Cash and cash equivalents at 31 March 2023 was £7.2m.
 
- 1 -

 
RENAISSANCE TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023

Key Performance Indicators (KPIs)
The Group’s directors set and monitor business targets. KPIs for the Group are as follows:
 
KPI
Period ended 31 March 2023
Revenue
£30.9m
Loss before taxation
£22.7m

There are no non-financial KPIs.

Principal risks and uncertainties
 
The management of the business and the execution of the Group’s strategy are subject to a number of risks. The key business risks affecting the Group are set out below. Risks are reviewed by the Board and appropriate processes put in place to monitor and mitigate them.  

Competition

The Group operates, in a highly competitive market.  

Employees

The Group’s performance depends largely on local staff.  The loss of key individuals and the inability to recruit people with the right experience and skills could adversely impact the Group’s results.
 
The Group is subject to the wider economic impacts of the economic slowdown in the Group’s core markets of the UK, is continually reviewed and the position is monitored by management as developments arise. 

Financial Risk Management

The directors review the Group’s exposure to financial risks on an ongoing basis. 

Credit risk

The Group has no significant concentrations of credit risk.  Any outstanding client balances are monitored on an ongoing basis and provisions for doubtful debts made as appropriate. 


This report was approved by the board on 10 June 2025 and signed on its behalf.



E Chandler
Director

- 2 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2023

The directors present their report and the financial statements for the period ended 31 March 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the period, after taxation, amounted to £23,415,166.

No dividends were paid during the period. 

Directors

The directors who served during the period were:

M Freier (appointed 23 December 2021, resigned 29 June 2023)
J Hurrell (appointed 5 November 2021, resigned 13 November 2023)
H C Quinn (appointed 23 December 2021, resigned 8 April 2024)
S W Richards (appointed 23 December 2021, resigned 1 February 2024)
J D Rose (appointed 5 November 2021)
Bridges Fund Management Limited (appointed 18 October 2021)
D R Knight (appointed 18 October 2021, resigned 5 November 2021)

Post year end, on 13 November 2023 S Braham was appointed as director and on 17 February 2025 E Chandler was appointed as a director.

- 3 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023

Going concern

The Board assess going concern on the current financial position, the likely future financial performance and prospects of the Group and the expected future cash flows combined with considering the key risks facing the Group and other factors that could impact the future performance and financial position of the Group.
As part of the process adopted by the Board to reach a conclusion on both the appropriateness of preparing the financial statements on a going concern basis and on the viability of the business, the following matters were assessed:
 
1.Principal risks facing the Group in particular those that would threaten the current business strategy and model.
2.The future performance and prospects of the Group; and
3.The solvency and liquidity of the Group.
 
As part of the Board’s assessment of the matters set out consideration has been given to the following:
 
1.The financial position and the projected cash flow forecasts. In May 2024 the Group received £1.5m in cash in the form of a loan note from Bridges Fund Management, the major shareholders of the Group. In addition to the £1.5m investment there is also a further £1m cash investment approved for working capital purposes if needed. The combination of the cash injection of £1.5m in May 2024, the restructuring and significant reduction of the cost base, combined with a focus on the commercial activities of the Group, should ensure the Group has sufficient working capital to continue as a going concern.
2.Consideration has also been given to the potential impact primarily on cash flows from principal risks and the Board have concluded that these do not threaten the Group's ability to continue as a going concern.
 
The Group makes use of a £7m external loan facility which is committed until 30 March 2028. This facility has three financial covenants – Cashflow Cover, Adjusted Leverage and Minimum Liquidity. The Minimum Liquidity covenant is forecast to be met on an ongoing basis for the entire covenant testing period. The lender has agreed a deferral of testing for both the Cashflow Cover and Adjusted Leverage covenants for a 10-month period from the date of the Amendment and Restatement Deed, as these are forecast to show breaches during this period. As such, the next testing period for these two covenants is 31 March 2026. However, from this date, on the basis of the current forecasts, the Group is expected to continue to breach these two covenants.
As a result, the Directors are in the process of renegotiating the current covenants with the lender. However, due to the uncertain economic outlook, there is a material uncertainty as to the ability of the Group to successfully renegotiate these at commercially acceptable terms.
The above material uncertainty may cast significant doubt on the Group’s ability to continue as a going concern and therefore realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
The Board have a reasonable expectation that the business has adequate resources to continue its operational existence for the foreseeable future and for a period of 12 months from date of approval. Accordingly, the Board continue to adopt and consider appropriate the going concern basis in preparing the financial statements.

Matters covered in the Group Strategic Report

Certain information is not shown in the Directors' Report because it is shown in the Strategic Report instead under s414C(11). The Strategic Report includes a business review and market overview, information about the Group's principal risks and uncertainties, future developments and information about the Group's financial key performance indicators.

- 4 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 10 June 2025 and signed on its behalf.
 





E Chandler
Director

- 5 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE TOPCO LIMITED
 

Disclaimer of opinion - Group

We were engaged to audit the financial statements of Renaissance Topco Limited (the ‘Company’) and its subsidiaries (the 'Group') for the period ended 31 March 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Positions, the Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows and 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

We do not express an opinion on the financial statements of the group. Because of the significance of the matters described in the “Basis for disclaimer of opinion” section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.


Basis for disclaimer of opinion - Group

We were unable to obtain sufficient appropriate audit evidence regarding the group revenue cut-off as at 31 March 2023. The group did not provide adequate documentation to substantiate the recognition of revenue for sales transactions occurring close to the end of the financial year. Owing to the nature of the group’s records, we were unable to obtain sufficient appropriate audit evidence regarding the revenue cut-off by using other audit procedures. Consequently, we were unable to determine whether any adjustments to turnover, trade receivables, and retained earnings were necessary.

With respect to inventory held by the group subsidiary Tier 1 Asset Management Limited at acquisition by the group on 5 November 2021 recorded at an amount of £2,155,162, the audit evidence available to us was limited because we were unable to observe the counting of the physical inventory as that date was prior to our appointment as auditor of the group. Management were also unable to provide us with sufficient appropriate evidence to enable us to conclude on whether the inventories on the date of acquisition were appropriately valued. Owing to the nature of the subsidiary’s records, we were unable to obtain sufficient appropriate evidence regarding the inventory quantities and valuation by using other audit procedures. Consequently, we were unable to determine whether any adjustments to goodwill, associated amortisation and retained earnings were necessary.

We were unable to obtain sufficient appropriate audit evidence regarding the impairment of goodwill as at 31 March 2023. Management were unable to provide sufficient appropriate evidence in respect of the calculation of the goodwill value and the related impairment that was recognised. We were unable to obtain sufficient appropriate audit evidence regarding the valuation of the goodwill carrying value through other audit procedures. 

Other matter - Parent company financial statements

We have reported separately on the parent company's financial statements of Renaissance Topco Limited for the period ended 31 March 2023. The opinion in that report is an unqualified opinion with material uncertainty on going concern.
 
- 6 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE TOPCO LIMITED
 


Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matters described in the “Basis for disclaimer of opinion - Group” section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:
 
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Notwithstanding our disclaimer of opinion on the group financial statements, in light of the knowledge and understanding of the group and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors’ report.

Arising from the limitation of our work referred to above:

we have not  obtained all the information and explanations that we considered necessary for the purpose of our audit; or
we were unable to determine whether adequate accounting records have been kept.

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:

returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s 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 intend either to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
 
- 7 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE TOPCO LIMITED
 


Auditor's responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the group’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.

However, because of the matter described in the “Basis for disclaimer of opinion - Group” section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the Group financial statements.

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.

Use of the audit report

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




Christopher Martin (Senior Statutory Auditor)

  
for and on behalf of Forvis Mazars LLP


Chartered Accountants and Statutory Auditor 
One St. Peter's Square
Manchester
M2 3DE



10 June 2025
- 8 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE TOPCO LIMITED
 

Opinion - Parent Company

We have audited the financial statements of Renaissance Topco Limited (the ‘parent Company’) for the period ended 31 March 2023 which comprise the Company Statement of Financial Position and the Company Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. 
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 parent Company’s affairs as at 31 March 2023;
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 - Parent company

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 parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other matter - Group financial statements

We have reported separately on the Group's financial statements of Renaissance Topco Limited for the period ended 31 March 2023. The opinion in that report is a disclaimer of opinion.

Material uncertainty relating to going concern

We draw attention to note 2.4 in the financial statements which describes the directors’ assessment of the parent company’s ability to continue as a going concern and the actions that the Renaissance Topco Group has taken post year end to improve the financial viability of the business. This note also indicates that the Renaissance Topco Group may not be able to successfully renegotiate the existing financial covenants in place and would therefore mean that the Renaissance Topco Group would be in breach of those currently present should this renegotiation not be agreed by 31 March 2026.

As stated in note 2.4, these events or conditions, along with the other matters as set forth in this note to the financial statements, indicate that a material uncertainty exists that may cast significant doubt on the parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
 
- 9 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE TOPCO LIMITED
 


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

Because of the significance of the matters described in the “Basis for disclaimer of opinion - Group” section of our separate report on the Group’s financial statements, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:
 
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the parent 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:

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 Directors' Responsibilities Statement set out on page 3, 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 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 intend either to liquidate the parent Company or to cease operations, or have no realistic alternative but to do so.
- 10 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE TOPCO LIMITED
 


Auditor's responsibilities for the audit of the financial statements - Parent company

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.
 
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. 

Based on our understanding of the parent company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the parent company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the parent company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, the Companies Act 2006. 

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions. 

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
 
- 11 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE TOPCO LIMITED
 


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

Use of the audit report

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




Christopher Martin (Senior Statutory Auditor)

for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
One St. Peter's Square
Manchester
M2 3DE


10 June 2025
- 12 -

 
RENAISSANCE TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2023

18 months ended
31 March
2023
Note
£

  

Turnover
 4 
30,877,623

Cost of sales
  
(16,779,101)

Gross profit
  
14,098,522

Distribution costs
  
(2,261,282)

Administrative expenses
  
(12,097,719)

Exceptional administrative expenses
 13 
(1,158,763)

Other operating income
 5 
2,611

Operating loss
 6 
(1,416,631)

Impairment of goodwill
  
(17,892,048)

Interest receivable and similar income
 10 
6,975

Interest payable and similar expenses
 11 
(3,419,643)

Loss before taxation
  
(22,721,347)

Tax on loss
 12 
(693,819)

Loss for the financial period
  
(23,415,166)

  

There were no recognised gains and losses for 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2023.

The notes on pages 20 to 47 form part of these financial statements.

- 13 -

 
RENAISSANCE TOPCO LIMITED
REGISTERED NUMBER: 13685901

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023

2023
Note
£

Fixed assets
  

Intangible assets
 14 
4,593,989

Tangible assets
 15 
939,278

  
5,533,267

Current assets
  

Stocks
 17 
511,083

Debtors: amounts falling due within one year
 18 
3,640,052

Cash and cash equivalents
 19 
7,166,749

  
11,317,884

Creditors: amounts falling due within one year
 20 
(10,626,863)

Net current assets
  
 
 
691,021

Total assets less current liabilities
  
6,224,288

Creditors: amounts falling due after more than one year
 21 
(29,317,302)

Provisions for liabilities
  

Deferred taxation
 23 
(178,455)

  
 
 
(178,455)

Net liabilities
  
(23,271,469)


Capital and reserves
  

Called up share capital 
 24 
14,370

Share premium account
 25 
129,177

Capital redemption reserve
 25 
150

Profit and loss account
 25 
(23,415,166)

  
(23,271,469)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 June 2025.




E Chandler
Director

The notes on pages 20 to 47 form part of these financial statements.

- 14 -

 
RENAISSANCE TOPCO LIMITED
REGISTERED NUMBER: 13685901

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023

2023
Note
£

Fixed assets
  

Investments
 16 
42,711

  
42,711

Current assets
  

Debtors: amounts falling due within one year
 18 
100,986

  
100,986

Total assets less current liabilities
  
 
 
143,697

Net assets
  
143,697


Capital and reserves
  

Called up share capital 
 24 
14,370

Share premium account
 25 
129,177

Capital redemption reserve
 25 
150

  
143,697


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the Company for the year was £Nil.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 June 2025.


E Chandler
Director

The notes on pages 20 to 47 form part of these financial statements.

- 15 -

 
RENAISSANCE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
-
(23,415,166)
(23,415,166)
Total comprehensive income for the period
-
-
-
(23,415,166)
(23,415,166)


Contributions by and distributions to owners

Shares issued during the period
14,520
130,527
-
-
145,047

Purchase of own shares
(150)
(1,350)
150
-
(1,350)


Total transactions with owners
14,370
129,177
150
-
143,697


At 31 March 2023
14,370
129,177
150
(23,415,166)
(23,271,469)

The notes on pages 20 to 47 form part of these financial statements.

- 16 -

 
RENAISSANCE TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2023


Called up share capital
Share premium account
Capital redemption reserve
Total equity

£
£
£
£

Profit for the period
-
-
-
-


Contributions by and distributions to owners

Shares issued during the period
14,520
130,527
-
145,047

Purchase of own shares
(150)
(1,350)
150
(1,350)


Total transactions with owners
14,370
129,177
150
143,697


At 31 March 2023
14,370
129,177
150
143,697

The notes on pages 20 to 47 form part of these financial statements.

- 17 -

 
RENAISSANCE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2023

2023
£

Cash flows from operating activities

(Loss)/profit for the financial period
(23,415,166)

Adjustments for:

Amortisation of intangible assets
3,113,770

Depreciation of tangible assets
148,535

Interest paid
3,419,643

Interest received
(6,975)

Taxation charge
693,819

Decrease in stocks
1,791,631

Decrease in debtors
449,710

Increase in creditors
1,812,897

Corporation tax paid
(662,599)

Impairment of goodwill
17,892,048

Net cash generated from operating activities

5,237,313


Cash flows from investing activities

Purchase of intangible fixed assets
(281,560)

Purchase of tangible fixed assets
(314,013)

Sale of tangible fixed assets
36,750

Purchase of subsidiaries net of cash acquired
(16,572,019)

Interest received
6,975

Net cash from investing activities

(17,123,867)
- 18 -

 
RENAISSANCE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023


2023

£



Cash flows from financing activities

Issue of ordinary shares
145,047

Redemption of ordinary shares
(1,350)

New secured loans
6,760,000

Other new loans
12,149,606

Net cash used in financing activities
19,053,303

Net increase in cash and cash equivalents
7,166,749

Cash and cash equivalents at the end of period
7,166,749


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
7,166,749


- 19 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

1.


General information

Renaissance Topco Limited ("the Company") is a private company limited by shares incorporated in England and Wales under company number 13685901. The registered office is 59 Stanley Road, Whitefield, Manchester, Greater Manchester, England, M45 8GZ.
The Company was incorporated on 18 October 2021 and the financial statements have been prepared for an 18 month period to 31 March 2023. There is therefore no comparative information.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

  
2.3

Financial Reporting Standard 102 - reduced disclosure exemptions

The Parent Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
 
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

- 20 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

  
2.4

Going concern

The Board assess going concern on the current financial position, the likely future financial performance and prospects of the Group and the expected future cash flows combined with considering the key risks facing the Group and other factors that could impact the future performance and financial position of the Group.
As part of the process adopted by the Board to reach a conclusion on both the appropriateness of preparing the financial statements on a going concern basis and on the viability of the business, the following matters were assessed:
 
1.Principal risks facing the Group in particular those that would threaten the current business strategy and model
2.The future performance and prospects of the Group; and
3.The solvency and liquidity of the Group.
 
As part of the Board’s assessment of the matters set out consideration has been given to the following:
 
1.The financial position and the projected cash flow forecasts. In May 2024 the Group received £1.5m in cash in the form of a loan note from Bridges Fund Management, the major shareholders of the Group. In addition to the £1.5m investment there is also a further £1m cash investment approved for working capital purposes if needed. The combination of the cash injection of £1.5m in May 2024, the restructuring and significant reduction of the cost base, combined with a focus on the commercial activities of the business, should ensure the Group has sufficient working capital to continue as a going concern.
2.Consideration has also been given to the potential impact primarily on cash flows from principal risks and the Board have concluded that these do not threaten the Group's ability to continue as a going concern.
 
The Group makes use of a £7m external loan facility which is committed until 30 March 2028. This facility has three financial covenants – Cashflow Cover, Adjusted Leverage and Minimum Liquidity. The Minimum Liquidity covenant is forecast to be met on an ongoing basis for the entire covenant testing period. The lender has agreed a deferral of testing for both the Cashflow Cover and Adjusted Leverage covenants for a 10-month period from the date of the Amendment and Restatement Deed, as these are forecast to show breaches during this period. As such, the next testing period for these two covenants is 31 March 2026. However, from this date, on the basis of the current forecasts, the Group is expected to continue to breach these two covenants.
As a result, the Directors are in the process of renegotiating the current covenants with the lender. However, due to the uncertain economic outlook, there is a material uncertainty as to the ability of the Group to successfully renegotiate these at commercially acceptable terms.
The above material uncertainty may cast significant doubt on the Group’s ability to continue as a going concern and therefore realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
The Board have a reasonable expectation that the Group has adequate resources to continue its operational existence for the foreseeable future and for a period of at least 12 months from the date that these financial statements are approved. Accordingly, the Board continue to adopt and consider appropriate the going concern basis in preparing the financial statements.

- 21 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

- 22 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Borrowing costs

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

 
2.12

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

- 23 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.14

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

- 24 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.15

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Database & Digital Transformation Programme
-
8 years straight line
Goodwill
-
10 years straight line
Computer software
-
33% straight line 

 
2.16

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, .

Depreciation is provided on the following basis:

Land and buildings Leasehold
-
Straight line over the life of the lease
Plant and machinery
-
5-15 years straight line
Motor vehicles
-
25% reducing balance
Fixtures and fittings
-
25% reducing balance/20% straight line
Office equipment
-
33% straight line
Computer equipment
-
25% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

- 25 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.17

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.18

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.19

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.20

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.21

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.22

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

- 26 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.23

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 
2.24

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
 
- 27 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)


2.24
Financial instruments (continued)


Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
 
- 28 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)


2.24
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group’s accounting policies, the directors are required to make judgments, 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty:
(i) Assessing indications of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability and where applicable, the ability of the asset to be operated as planned. Within the reporting period goodwill was impaired by £17,892,048.
(ii) Valuation of Goodwill and other intangibles
The Group has acquired subsidiaries during the period. Judgment has been made by the directors in determining whether any fair value adjustments should be made to the acquired net assets. Judgment is also made when determining the value of any separable intangible assets arising on consolidation. The directors concluded that no fair value adjustments were required and there were no identifiable intangible assets which met the recognition criteria of Financial Reporting Standard 102.

- 29 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

4.


Turnover

The whole of the turnover is attributable to the Group's primary activity.

Analysis of turnover by country of destination:

18 months ended
31 March
2023
£

United Kingdom
25,425,081

Rest of Europe
3,390,515

Rest of the world
2,062,027

30,877,623



5.


Other operating income

18 months ended
31 March
2023
£

Sundry income
2,611



6.


Operating loss

The operating loss is stated after charging:

18 months ended
31 March
2023
£

Depreciation of tangible assets
148,535

Amortisation of intangible assets
3,113,770

Contributions to defined pension scheme
137,952

Exchange differences
21,752

Other operating lease rentals
170,928

- 30 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

7.


Auditor's remuneration

During the period, the Group obtained the following services from the Group's auditor:


18 months ended
31 March
2023
£

Fees payable to the Group's auditor for the audit of the consolidated and parent Company's financial statements
19,000

Fees payable to the Group's auditor in respect of:

The auditing of accounts of subsidiaries of the Group
53,000


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
2023
£


Wages and salaries
5,775,177

Social security costs
955,352

Cost of defined contribution scheme
137,952

6,868,481


The average monthly number of employees, including the directors, during the period was as follows:


  18 months ended
       31 March
        2023
            No.






Employees
126

The Company has no employees other than the directors.
- 31 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

9.


Directors' remuneration

18 months ended
31 March
2023
£

Directors' emoluments
761,803

Group contributions to defined contribution pension schemes
13,069

774,872


During the period retirement benefits were accruing to 4 directors in respect of defined contribution pension schemes.

The highest paid director received remuneration of £302,177.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,871.


10.


Interest receivable

18 months ended
31 March
2023
£


Other interest receivable
6,975


11.


Interest payable and similar expenses

18 months ended
31 March
2023
£


Other loan interest payable
3,419,608

Other interest payable
35

3,419,643

- 32 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

12.


Taxation


18 months ended
31 March
2023
£

Corporation tax


Current tax on profits for the year
613,980


Total current tax
613,980

Deferred tax


Origination and reversal of timing differences
52,160

Changes to tax rates
27,679

Total deferred tax
79,839


Tax on loss
693,819

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

18 months ended
31 March
2023
£


Loss on ordinary activities before tax
(22,721,347)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
(4,317,056)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
3,971,344

Expenses not deductible for tax purposes
343,377

Fixed asset differences
(38,995)

Remeasurement of deferred tax for changes in tax rates
(135,988)

Movement in deferred tax not recognised
745,074

Other differences
126,063

Total tax charge for the period
693,819

- 33 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
 
12.Taxation (continued)


Factors that may affect future tax charges

From 1 April 2023, the rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.


13.


Exceptional items

18 months ended
31 March
2023
£


Professional fees
1,008,340

Redundancy costs
150,423

During the period, Renaissance Bidco Limited acquired Tier 1 Asset Management Limited and EOL IT Services Ltd. The Group incurred various costs relating to the purchase process.

- 34 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

14.


Intangible assets

Group 




Database &
Digital
Transformation
Programme
Computer software
Goodwill
Total

£
£
£
£



Cost


Additions
-
281,560
24,961,808
25,243,368


On acquisition of subsidiaries
497,913
55,500
-
553,413



At 31 March 2023

497,913
337,060
24,961,808
25,796,781



Amortisation


Charge for the period
51,356
52,654
3,009,760
3,113,770


Impairment charge
-
-
17,892,048
17,892,048


On acquisition of subsidiaries
158,694
38,280
-
196,974



At 31 March 2023

210,050
90,934
20,901,808
21,202,792



Net book value



At 31 March 2023
287,863
246,126
4,060,000
4,593,989



- 35 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

15.


Tangible fixed assets

Group






Freehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£
£
£
£



Cost


Additions
30,461
47,267
4,120
212,938
16,826
2,401
314,013


On acquisition of subsidiaries
455,061
606,982
19,998
456,509
57,443
110,631
1,706,624


Disposals
-
(59,249)
-
-
-
-
(59,249)



At 31 March 2023

485,522
595,000
24,118
669,447
74,269
113,032
1,961,388



Depreciation


Charge for the period
34,637
36,476
4,794
53,234
10,852
8,542
148,535


Disposals
-
(22,499)
-
-
-
-
(22,499)


On acquisition of subsidiaries
178,523
200,466
2,065
394,442
40,765
79,813
896,074



At 31 March 2023

213,160
214,443
6,859
447,676
51,617
88,355
1,022,110



Net book value



At 31 March 2023
272,362
380,557
17,259
221,771
22,652
24,677
939,278

- 36 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost and net book value


Additions
42,711



At 31 March 2023
42,711





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Holding

Renaissance Midco Limited
59 Stanley Road, Whitefield, Manchester, Greater Manchester, England, M45 8GZ
Holding Company
100%
Renaissance Bidco Limited *
59 Stanley Road, Whitefield, Manchester, Greater Manchester, England, M45 8GZ
Holding Company
100%
Tier 1 Asset Management Limited *
59 Stanley Road, Whitefield, Manchester, Greater Manchester, M45 8GZ
IT asset management services
100%
EOL IT Services Ltd *
1-3 Baltic Wharf, Station Road, Maldon, Essex, CM9 4LQ
IT Asset Disposal (ITAD), Lifecycle Services and Data Destruction services
100%

* Held indirectly
During the period, the Group acquired Tier 1 Asset Management Limited and EOL IT Services Ltd (note 27).


17.


Stocks

Group
2023
£

Finished goods and goods for resale
511,083


The difference between purchase price or production cost of stocks and their replacement cost is not material.

- 37 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

18.


Debtors

Group
Company
2023
2023
£
£


Trade debtors
2,582,725
-

Amounts owed by group undertakings
-
100,986

Other debtors
187,900
-

Prepayments and accrued income
869,427
-

3,640,052
100,986


Amounts owed by group undertakings are interest free and repayable on demand. 


19.


Cash and cash equivalents

Group
2023
£

Cash at bank and in hand
7,166,749



20.


Creditors: Amounts falling due within one year

Group
2023
£

Bank loans
420,000

Trade creditors
3,301,025

Corporation tax
332,037

Other taxation and social security
362,063

Other creditors
5,531,866

Accruals and deferred income
679,872

10,626,863


National Westminster Bank PLC hold a fixed and floating charge over all property or undertaking for the Company.

- 38 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

21.


Creditors: Amounts falling due after more than one year

Group
2023
£

Bank loans
6,340,000

Other loans
22,977,302

29,317,302


National Westminster Bank PLC hold a fixed and floating charge over all property or undertaking for the Company.
The loan notes incur interest at 10% per annum, which is repayable on exit.


22.


Loans


Analysis of the maturity of loans is given below:


Group
2023
£

Amounts falling due within one year

Bank loans
420,000

Amounts falling due 1-2 years

Bank loans
420,000

Amounts falling due 2-5 years

Bank loans
5,920,000

Amounts falling due after more than 5 years

Other loans
22,977,302

22,977,302

29,737,302


- 39 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

23.


Deferred taxation


Group



2023


£






Charged to profit or loss
(79,839)


Arising on business combinations
(98,616)



At end of year
(178,455)

Group
2023
£

Accelerated capital allowances
(186,690)

Short term timing differences
8,235

(178,455)

- 40 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

24.


Share capital

2023
£
Allotted, called up and fully paid


427,118 A Ordinary shares of £0.01 each
4,271
242,697 A2 Ordinary shares of £0.01 each
2,427
422,882 B Ordinary shares of £0.01 each
4,229
146,500 C Ordinary shares of £0.01 each
1,465
197,769 Deferred shares of £0.01 each
1,978

14,370


On incorporation, the Company issued 1 Ordinary share at par for a total consideration of £1. 
On 5 November 2021, the directors of the Company passed a resolution to subdivide and redesign the 1 Ordinary share into 100 A Ordinary shares of £0.01 each. 
On 5 November 2021, the Company also issued:
- 427,018 A Ordinary shares at a premium for a total consideration of £42,702; and
- 419,109 B Ordinary shares at a premium for a total consideration of £41,911.
On 23 December 2021 the Company issued: 
- 3,773 B Ordinary shares at a premium for a total consideration of £377; and
- 78,500 C Ordinary shares at a premium for a total consideration of £7,850.
On 9 February 2022 the Company issued an additional 55,000 C Ordinary shares at a premium for a total consideration of £5,500.
On 18 May 2022, the Company issued 28,000 C Ordinary shares at a premium for a total consideration of £2,800.
On 28 April 2022, the Company issued 440,466 A2 Ordinary shares at par for a total consideration of £4,405.
On 28 February 2023, the Company repurchased and cancelled 15,000 C Ordinary shares at par for a total consideration of £150.
On 31 March 2023, 197,769 A2 Ordinary shares were redesignated as Deferred shares. 

- 41 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

25.


Reserves

Share premium account

The share premium reserve represents the amount paid by shareholders in excess of the nominal value of the shares in issue.

Capital redemption reserve

This reserve records the nominal value of the Company's own shares that have been re-purchased.

Profit and loss account

The profit and loss account comprises accumulated profits and losses less any dividends declared by the balance sheet date.

26.


Analysis of net debt






Cash flows
Acquisition and disposal of subsidiaries
New loans
Other non-cash changes
At 31 March 2023
£

£

£

£

£

Cash at bank and in hand

1,851,466

(16,572,019)

21,887,301

-

7,166,748

Debt due after 1 year

-

(7,850,000)

(21,887,301)

420,000

(29,317,301)

Debt due within 1 year

(69,467)

-

-

(420,000)

(489,467)


1,781,999
(24,422,019)
-
-
(22,640,020)

- 42 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

27.
 

Business combinations

On 5 November 2021, Renaissance Bidco Limited acquired 100% of Tier 1 Asset Management Limited.
On 28 April 2022, Renaissance Bidco Limited also acquired 100% of EOL IT Services Ltd.

Acquisition of Tier 1 Asset Management Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
66,909
66,909

Intangible
17,220
17,220

84,129
84,129

Current Assets

Stocks
2,155,162
2,155,162

Debtors
2,555,155
2,555,155

Cash at bank and in hand
2,345,221
2,345,221

Total Assets
7,139,667
7,139,667

Creditors

Due within one year
(2,132,129)
(2,132,129)

Deferred taxation
(11,754)
(11,754)

Total Identifiable net assets
4,995,784
4,995,784


Goodwill
14,844,217

Total purchase consideration
19,840,001

Consideration

£


Cash
8,938,896

Debt instruments
7,850,000

Contingent consideration
1,641,712

Directly attributable costs
1,409,393

Total purchase consideration
19,840,001

- 43 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

27.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
8,938,896

Directly attributable costs
1,409,393

10,348,289

Less: Cash and cash equivalents acquired
(2,345,221)

Net cash outflow on acquisition
8,003,068

The results of Tier 1 Asset Management Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
22,715,478

Profit for the period since acquisition
371,562

- 44 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

27.Business combinations (continued)

Acquisition of EOL IT Services Ltd

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
743,641
743,641

Intangible
339,219
339,219

1,082,860
1,082,860

Current Assets

Stocks
147,552
147,552

Debtors
1,362,206
1,362,206

Cash at bank and in hand
1,877,595
1,877,595

Total Assets
4,470,213
4,470,213

Creditors

Due within one year
(1,478,396)
(1,478,396)

Deferred taxation
(86,862)
(86,862)

Total Identifiable net assets
2,904,955
2,904,955


Goodwill
10,117,591

Total purchase consideration
13,022,546

Consideration

£


Cash
9,972,546

Deferred consideration
2,576,000

Directly attributable costs
474,000

Total purchase consideration
13,022,546

- 45 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

27.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
9,972,546

Directly attributable costs
474,000

10,446,546

Less: Cash and cash equivalents acquired
(1,877,595)

Net cash outflow on acquisition
8,568,951

The results of EOL IT Services Ltd since acquisition are as follows:

Current period since acquisition
£

Turnover
8,162,145

Profit for the period since acquisition
471,602


28.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £137,952. Contributions totalling £29,829 were payable to the fund at the reporting date and are included in creditors.


29.


Commitments under operating leases

At 31 March 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2023
£

Not later than 1 year
164,048

Later than 1 year and not later than 5 years
289,973

454,021
- 46 -

 
RENAISSANCE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

30.


Financial commitments, guarantees and contingent liabilities

The Group has granted fixed and floating charges over its property, undertakings and assets to secure loan facilities provided to Renaissance Midco Limited. As at 31 March 2023, the amount secured is £22,977,301 which is due for repayment on maturity. The loan is include within Renaissance Midco Limited's financial statements.


31.


Transactions with directors

At the balance sheet date the director was owed £39,638 by the Group. The loan is unsecured, interest free and repayable on demand.


32.


Related party transactions

The Group has taken advantage of the exemption available under Financial Reporting Standard 102 section 33 relating to the disclosure of related party transactions between wholly owned group companies.
During the year, the Group made purchases of £75,000 from Bridges Limited, a related party. At year end, a balance of £22,500 was owed to Bridges Limited by the Group.
In addition, the Group paid rent of £111,344 to a company held under common control.
Loan notes were issued to shareholders during the period incurring interest at 10%, at the year end amounts due to shareholders were £22,898,096 which are included within other loans.
Loan notes were issued to directors during the period incurring interest at 10%, at the year end amounts due to shareholders were £79,205 which are included within other loans.


33.


Post balance sheet events

There have been no significant events affecting the Group since the year end.


34.


Controlling party

The directors are of the opinion there is no ultimate controlling party due to the diverse ownership and voting rights attributable to the Group's share capital. 

 
- 47 -