Company registration number 11632039 (England and Wales)
MOMENTUM SYSTEMS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 SEPTEMBER 2024
PAGES FOR FILING WITH REGISTRAR
3 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
Hampshire
PO6 3TH
MOMENTUM SYSTEMS LIMITED
CONTENTS
Page
Company information
1
Balance sheet
2
Notes to the financial statements
3 - 8
MOMENTUM SYSTEMS LIMITED
COMPANY INFORMATION
- 1 -
Director
Mr M Burton
(Appointed 15 November 2023)
Company number
11632039
Registered office
Howard Piper House
Salterns Lane
Fareham
Hampshire
PO16 0QS
Auditor
TC Group
3 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
Hampshire
PO6 3TH
MOMENTUM SYSTEMS LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 2 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
54,958
439,321
Current assets
Debtors
4
-
0
1,168
Cash at bank and in hand
2,851
2,957
2,851
4,125
Creditors: amounts falling due within one year
5
(1,616,209)
(1,989,664)
Net current liabilities
(1,613,358)
(1,985,539)
Net liabilities
(1,558,400)
(1,546,218)
Capital and reserves
Called up share capital
6
1
1
Profit and loss reserves
(1,558,401)
(1,546,219)
Total equity
(1,558,400)
(1,546,218)

The notes on pages 3 to 8 form part of these financial statements.

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

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 27 June 2025 and are signed on its behalf by:
Mr M Burton
Director
Company registration number 11632039 (England and Wales)
MOMENTUM SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -
1
Accounting policies
Company information

Momentum Systems Limited is a private company limited by shares incorporated in England and Wales. The registered office is Howard Piper House, Salterns Lane, Fareham, Hampshire, PO16 0QS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

During the year to 30th September 2024 the company has continued its development of the software that underpins the operation systems of the group. This software development has been funded by borrowing from fellow group undertakings, for which there are no formal terms in place.

 

The directors are obliged to consider the appropriateness of the going concern assumption when preparing the financial statements, which requires them to consider their expectations for the company over the next 12 months from the date these financial statements are approved.

 

On 15 March 2024 the company entered into an agreement with a fellow group undertaking, for the licensing of its software for £500,000 per annum effective 1 January 2024, until at least 31 December 2027. The licence fee receivable by the company over the contracted term, being expected to be sufficient to fully repay the company's debts owed to fellow group undertakings.

 

Due to this licensing arrangement and with the continued support of the group undertakings, the directors are satisfied that the company will have sufficient resources to continue to operate for the foreseeable future. Thus the directors have adopted the going concern basis of accounting in preparing these financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of its business.

 

The Company recognises revenue pursuant to software licence agreements upon the provision of access to its customers of the Company's intellectual property as it exists at any given time during the period of the licence. Revenue is therefore recognised over the duration of the agreement of for as long as the customer has been provided access, when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable.

MOMENTUM SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:

Software development
3 years from date brought into use
1.5
Cash at bank and in hand

Cash at bank and in hand are basic financial assets and include cash in hand and deposits held at call with banks.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

Classification of 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction. Financial liabilities classified as payable within one year are not amortised.

1.7
Equity instruments

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

MOMENTUM SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.8
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 profit and loss account 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.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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.

2
Employees

The company had no employees during the period.

2024
2023
Number
Number
Total
-
0
-
0
MOMENTUM SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 6 -
3
Intangible fixed assets
Software development
£
Cost
At 1 October 2023
2,020,479
Additions
1,470
At 30 September 2024
2,021,949
Amortisation and impairment
At 1 October 2023
1,581,158
Amortisation charged for the year
385,833
At 30 September 2024
1,966,991
Carrying amount
At 30 September 2024
54,958
At 30 September 2023
439,321

The software development expenditure relates to a project developing a new operating technology platform for use by the group. During the period ended 30th September 2021 the development reached a stage of being substantively complete, with the software being brought into use by the group, and hence is now subject to amortisation.


Software development expenditure is capitalised in accordance with the accounting policy for intangible assets. Initial capitalisation of costs is based on management’s judgement that technical and economic feasibility is confirmed, usually when an internal development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised management makes assumptions regarding the expected future cash generation of the assets, discount rates to be applied and the expected period of benefits.

 

At the balance sheet date the directors consider whether there are indicators of impairment on the carrying value of the capitalised software development costs, by considering its value in use. The value in use calculation is based on a discounted cash flow model, the cash flows being derived from the forecasts for the group for the next three years. Based on these forecasts the directors have concluded that no impairment of the capitalised software development costs is necessary at the balance sheet date.

4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
-
0
1,168
MOMENTUM SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 7 -
5
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
-
0
152
Amounts owed to group undertakings
1,616,209
1,989,512
1,616,209
1,989,664
6
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
7
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
James Blake FCA
Statutory Auditor:
TC Group
Date of audit report:
27 June 2025
8
Financial commitments, guarantees and contingent liabilities

The company has provided guarantees in respect of the group bank loans. No losses are anticipated as a result of these guarantees, which at 30 September 2024 totalled £7,202,381 (30 September 2023 - £7,202,381).

9
Operating lease commitments
Lessor

On 15 March 2024 the company entered into an agreement with a fellow group undertaking, for the licensing of its software, for £500,000 per annum effective 1 January 2024 and contracted until at least 31 December 2027. The licence fee receivable to the company over the contracted term, being expected to be settled via inter-group creditors and therefore will not impact the company's cash position.

MOMENTUM SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 8 -
10
Related party transactions

The company has taken exemption under Section 33.1a of FRS 102 from the requirement to disclose related party transactions where they occur between wholly owned members of the same group.

11
Parent company

The company's immediate parent company is Nationwide Hire Limited, a company incorporated in England and Wales. For the year ended 30 September 2024, Project Kestrel Bidco Limited is the smallest and largest group in which consolidated accounts are prepared, copies of which can be obtained from Companies House. Project Kestrel Bidco Limited was at 30 September 2024, a wholly owned subsidiary within the group headed by Project Kestrel Topco Limited.

 

Throughout the year ended 30 September 2024, the directors considered that Livingbridge Enterprise LLP, a limited liability partnership registered in England and Wales, to be the ultimate controlling party.

 

On 24 October 2024, Maxarlo Limited, a company incorporated in England and Wales, acquired all of the issued share capital of Project Kestrel Bidco Limited, thereby becoming the new ultimate controlling party to the company."

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