Turnmill Topco Limited
Annual Report and Financial Statements
For the period ended 31 December 2024
Company Registration No. 15453860 (England and Wales)
Turnmill Topco Limited
Company Information
Directors
E Hickley
A M Johnson
S Kimble
R J Levy
A S Lewis
Company number
15453860
Registered office
32-38 Saffron Hill
London
England
EC1N 8FH
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Turnmill Topco Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 39
Turnmill Topco Limited
Strategic Report
For the period ended 31 December 2024
Page 1

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

Fair review of the business

The principal activity of the group is the organisation, management, and delivery of conferences and events through its trading subsidiaries.

 

Turnmill Limited acts as a holding company, providing strategic oversight and administrative support to the group.

 

For the period ended 31 December 2024, the group achieved turnover of £9.05 million and gross margin of £5.9 million, representing a gross margin percentage of 65%. These results reflect both organic activity and the impact of strategic acquisitions made during the year. When considering our post year end acquisitions and the impact of completed M&A on a full year basis, our proforma revenues are approximately £15m.

 

During the year, the Group completed three acquisitions:

 

 

In June 2025, following the period end, the Group further expanded with the acquisition of iGlobal Forums LLC, a US conference organiser specialising in the Real Estate Private Equity and Independent Financial Sponsors sectors. This acquisition continues the Group’s strategy of acquiring strong brands with established market positions.

 

Our strategy is to expand the Group event portfolio and geographic footprint within the broader Global Financial & Professional Services market, both organically and via the acquisition of similar and high quality businesses. Our focus is on building a portfolio of large-scale, marketplace events that deliver a high return on investment for clients.

 

As an events business, our people are at the core of everything we do—from the delivery of outstanding conferences to the development of lasting relationships with our customers and the creation of a dynamic and positive working culture. Turnmill now employs staff in seven countries, with its head office in London, and is committed to building a unified culture that spans all business units and geographies.

 

Across all acquired businesses, Turnmill’s aim is to enhance scale and quality by introducing high-value features such as 1-2-1 concierge meetings—a proven success in its Global Banking & Markets platform. The group continues to target businesses with high-quality content and defensible market positions in niche verticals, where there is scope for both operational leverage and commercial innovation.

 

Turnmill’s future strategy will focus on delivering organic growth across all platforms while continuing to identify further market-leading acquisition opportunities in the UK, US, and other priority markets.

Turnmill Topco Limited
Strategic Report (Continued)
For the period ended 31 December 2024
Page 2
Principal risks and uncertainties

The group faces a range of risks and uncertainties that could have a material impact on its performance, financial position, or prospects. The principal risks include operational, financial, regulatory, and market-related factors. The directors regularly assess these risks and have implemented internal controls and procedures to mitigate their potential impact where possible.

 

Key risks include fluctuations in demand, cost inflation, supplier dependency, geographical risks associated with operating across multiple countries, and changes in customer preferences. The group actively monitors its financial performance and operating environment and remains committed to maintaining a flexible and resilient business model.

Key performance indicators

The directors consider that turnover, gross profit, gross margin and EBITDA are the key performance financial indicators.

 

During the year the group made a loss before tax of £7,462,053.

Going Concern

The financial statements have been prepared on a going concern basis, reflecting the directors' view that the company will be able to meet its liabilities as they fall due for at least 12 months from the date of signing these financial statements.

 

Based on this assessment, the directors consider that the company has adequate resources to operate for the foreseeable future, and as such, have adopted the going concern basis for preparing these financial statements.

On behalf of the board

R J Levy
Director
9 July 2025
Turnmill Topco Limited
Directors' Report
For the period ended 31 December 2024
Page 3

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

Principal activities

The principal activity of the group is the organisation, management, and delivery of events through its trading subsidiaries.

Directors

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

E Hickley
A M Johnson
S Kimble
R J Levy
A S Lewis
Results and dividends

 

The loss for the year, after taxation, amounted to £7,064,796.

 

Dividends paid during the year amounted to £20k. No final dividends are proposed.

Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Post reporting date events

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

Auditor

Moore Kingston Smith LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006.

Matters covered in the strategic report

As permitted by Paragraph 14 of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, certain matters which are required to be disclosed in the directors’ report have been omitted as they are included in the Strategic Report. These matters include the principal activity of the company and the financial risks that it faces.true

Statement of disclosure to auditor

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

Turnmill Topco Limited
Directors' Report (Continued)
For the period ended 31 December 2024
Page 4
On behalf of the board
R J Levy
Director
9 July 2025
Turnmill Topco Limited
Directors' Responsibilities Statement
For the period ended 31 December 2024
Page 5

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Turnmill Topco Limited
Independent Auditor's Report
To the Members of Turnmill Topco Limited
Page 6
Opinion

We have audited the financial statements of Turnmill Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and 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.

Conclusions relating to going concern

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

 

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

 

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

Other information

The 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.

Turnmill Topco Limited
Independent Auditor's Report (Continued)
To the Members of Turnmill Topco Limited
Page 7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

 

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

 

Responsibilities of directors

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

 

In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Turnmill Topco Limited
Independent Auditor's Report (Continued)
To the Members of Turnmill Topco Limited
Page 8
Auditor's responsibilities for the audit of the financial statements

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

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Turnmill Topco Limited
Independent Auditor's Report (Continued)
To the Members of Turnmill Topco Limited
Page 9

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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

including fraud is detailed below.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Esther Carder (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
9 July 2025
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
Turnmill Topco Limited
Group Profit and Loss Account
For the period ended 31 December 2024
Page 10
Period
ended
31 December
2024
Notes
£
Turnover
3
9,051,362
Cost of sales
(3,150,431)
Gross profit
5,900,931
Administrative expenses
(10,459,818)
Operating loss
4
(4,558,887)
Interest receivable and similar income
7
30,446
Interest payable and similar expenses
8
(2,933,612)
Loss before taxation
(7,462,053)
Tax on loss
9
397,257
Loss for the financial period
(7,064,796)
(Loss)/profit for the financial period is attributable to:
- Owners of the parent company
(7,052,901)
- Non-controlling interests
(11,895)
(7,064,796)
Turnmill Topco Limited
Group Statement of Comprehensive Income
For the period ended 31 December 2024
Page 11
Period
ended
31 December
2024
£
Loss for the period
(7,064,796)
Other comprehensive income
Currency translation loss taken to retained earnings
(26,914)
Total comprehensive income for the period
(7,091,710)
Total comprehensive income for the period is attributable to:
- Owners of the parent company
(7,079,845)
- Non-controlling interests
(11,865)
(7,091,710)
Turnmill Topco Limited
Group Balance Sheet
As at 31 December 2024
Page 12
2024
Notes
£
£
Fixed assets
Goodwill
10
29,537,756
Tangible assets
11
171,536
29,709,292
Current assets
Debtors
14
5,030,631
Cash at bank and in hand
1,803,906
6,834,537
Creditors: amounts falling due within one year
15
(9,642,884)
Net current liabilities
(2,808,347)
Total assets less current liabilities
26,900,945
Creditors: amounts falling due after more than one year
16
(32,563,564)
Provisions for liabilities
Deferred tax liability
18
(40,995)
(40,995)
Net liabilities
(5,703,614)
Capital and reserves
Called up share capital
21
12,210
Share premium account
1,332,760
Profit and loss reserves
(7,059,845)
Equity attributable to owners of the parent company
(5,714,875)
Non-controlling interests
11,261
(5,703,614)
The financial statements were approved by the board of directors and authorised for issue on 9 July 2025 and are signed on its behalf by:
09 July 2025
R J Levy
Director
Turnmill Topco Limited
Company Balance Sheet
As at 31 December 2024
31 December 2024
Page 13
2024
Notes
£
£
Fixed assets
Investments
12
1
Current assets
Debtors
14
14,976,570
Creditors: amounts falling due within one year
15
(1,815,292)
Net current assets
13,161,278
Total assets less current liabilities
13,161,279
Creditors: amounts falling due after more than one year
16
(11,978,319)
Net assets
1,182,960
Capital and reserves
Called up share capital
21
12,210
Share premium account
1,332,760
Profit and loss reserves
(162,010)
Total equity
1,182,960

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £162,010.

The financial statements were approved by the board of directors and authorised for issue on 9 July 2025 and are signed on its behalf by:
09 July 2025
R J Levy
Director
Company Registration No. 15453860 (England and Wales)
Turnmill Topco Limited
Group Statement of Changes in Equity
For the period ended 31 December 2024
Page 14
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 30 January 2024
-
-
-
-
-
-
Period ended 31 December 2024:
Loss for the period
-
-
(7,052,901)
(7,052,901)
(11,895)
(7,064,796)
Other comprehensive income:
Currency translation differences
-
-
(26,914)
(26,914)
-
(26,914)
Amounts attributable to non-controlling interests
-
-
(30)
(30)
30
-
Total comprehensive income for the period
-
-
(7,079,845)
(7,079,845)
(11,865)
(7,091,710)
Issue of share capital
21
12,210
1,332,760
-
1,344,970
-
1,344,970
Dividends
-
-
20,000
20,000
-
20,000
Acquisition of subsidiary
-
-
-
-
23,126
23,126
Balance at 31 December 2024
12,210
1,332,760
(7,059,845)
(5,714,875)
11,261
(5,703,614)
Turnmill Topco Limited
Company Statement of Changes in Equity
For the period ended 31 December 2024
Page 15
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 30 January 2024
-
-
-
-
Period ended 31 December 2024:
Loss and total comprehensive income for the period
-
-
(162,010)
(162,010)
Issue of share capital
21
12,210
1,332,760
-
1,344,970
Balance at 31 December 2024
12,210
1,332,760
(162,010)
1,182,960
Turnmill Topco Limited
Group Statement of Cash Flows
For the period ended 31 December 2024
Page 16
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
472,443
Interest paid
(1,331,891)
Income taxes refunded
144,399
Net cash outflow from operating activities
(715,049)
Investing activities
Purchase of business
(31,281,697)
Purchase of tangible fixed assets
(158,328)
Interest received
30,446
Net cash used in investing activities
(31,409,579)
Financing activities
Proceeds from issue of shares
1,344,970
Issue of preference shares
11,978,319
Proceeds of bank loans
20,585,245
Dividends paid to equity shareholders
20,000
Net cash generated from/(used in) financing activities
33,928,534
Net increase in cash and cash equivalents
1,803,906
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
1,803,906
Turnmill Topco Limited
Notes to the Group Financial Statements
For the period ended 31 December 2024
Page 17
1
Accounting policies
Company information

Turnmill Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 32-38 Saffron Hill, London, England, EC1N 8FH.

 

The group consists of Turnmill Topco Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on 30 January 2024. Therefore, the company and the group's financial statements are presented for the period from incorporation to 31 December 2024.

1.2
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.

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.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Turnmill Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
1
Accounting policies
(Continued)
Page 18

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

The Group has made a loss of £7.06million over the 11 month period and had net liabilities of £5.7million and a cash reserve of £1.8million as at 31 December 2024. The underlying annual trade is profitable with an EBITDA of £803k. At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

A detailed cash flow forecast has been prepared covering a period of at least 12 months from the date of approval of the financial statements and up to FY2029. The forecast indicates that the group will continue to trade and generate positive cash balances. The group also has access to a revolving credit facility of £1m that has not been drawn down at year end. The business is trading in line with expectations and revenue is diversified and not reliant on any single customer or supplier.

 

The directors are confident that the group and company will have sufficient funds and will be able to settle all of its liabilities, as they fall due, for at least 12 months from the date of signing of these financial statements and it is therefore appropriate that the financial statements have been prepared on a going concern basis.

 

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

 

Revenue from ticket sales, award fees, and sponsorship arrangements is recognised when the related event has taken place and the company has fulfilled its performance obligations. Where events span more than one reporting period, revenue is recognised on a time-apportioned basis over the duration of the event. Any payments received in advance of the event date are deferred and recognised as income only when the event occurs.

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
1
Accounting policies
(Continued)
Page 19
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Fixtures and fittings
Straightline over 4 years
Computer equipment
Straightline over 4 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
1
Accounting policies
(Continued)
Page 20

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
1
Accounting policies
(Continued)
Page 21
1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
1
Accounting policies
(Continued)
Page 22
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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.13
Equity instruments

Equity instruments issued by the group 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 group.

1.14
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
1
Accounting policies
(Continued)
Page 23
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 if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 24
2
Judgements and key sources of estimation uncertainty

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

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Amortisation

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See note 10 for the carrying amount of the intangible assets and notes 1.7 for the useful economic lives for each class of asset.

3
Turnover and other revenue
2024
£
Turnover analysed by geographical market
United Kingdom
1,256,297
Rest of Europe
1,999,376
Rest of World
5,795,689
9,051,362
2024
£
Other revenue
Interest income
30,446
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 25
4
Operating loss
2024
£
Operating loss for the period is stated after charging:
Exchange losses
26,496
Research and development costs
20,554
Depreciation of owned tangible fixed assets
14,884
Amortisation of intangible assets
5,347,193
Operating lease charges
84,011
5
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the consolidated financial statements of the group and company
30,000
Audit of the financial statements of the company's subsidiaries
68,500
98,500
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2024
2024
Number
Number
33
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
2,558,518
-
0
Social security costs
263,146
-
Pension costs
80,656
-
0
2,902,320
-
0
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 26
7
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
25,799
Other interest income
4,647
Total income
30,446
8
Interest payable and similar expenses
2024
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,669,567
Other finance costs:
Other interest
1,264,045
Total finance costs
2,933,612
9
Taxation
2024
£
Current tax
Other taxes
(17,837)
Deferred tax
Origination and reversal of timing differences
(379,420)
Total tax credit
(397,257)
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
9
Taxation
(Continued)
Page 27

The actual (credit)/charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2024
£
Loss before taxation
(7,462,053)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(1,865,513)
Tax effect of expenses that are not deductible in determining taxable profit
554,100
Tax effect of income not taxable in determining taxable profit
(394,974)
Effect of change in corporation tax rate
(2,890)
Amortisation on assets not qualifying for tax allowances
1,329,855
Other permanent differences
(17,835)
Taxation credit
(397,257)
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 30 January 2024
-
0
Additions
34,884,949
At 31 December 2024
34,884,949
Amortisation and impairment
At 30 January 2024
-
0
Amortisation charged for the period
5,347,193
At 31 December 2024
5,347,193
Carrying amount
At 31 December 2024
29,537,756
The company had no intangible fixed assets at 31 December 2024.
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 28
11
Tangible fixed assets
Group
Fixtures and fittings
Computer equipment
Total
£
£
£
Cost
At 30 January 2024
-
0
-
0
-
0
Additions
132,123
26,205
158,328
Business combinations
1,942
26,150
28,092
At 31 December 2024
134,065
52,355
186,420
Depreciation and impairment
At 30 January 2024
-
0
-
0
-
0
Depreciation charged in the period
609
14,275
14,884
At 31 December 2024
609
14,275
14,884
Carrying amount
At 31 December 2024
133,456
38,080
171,536
The company had no tangible fixed assets at 31 December 2024.
12
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
13
-
0
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 30 January 2024
-
Additions
1
At 31 December 2024
1
Carrying amount
At 31 December 2024
1
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 29
13
Subsidiaries

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

Name of undertaking
Address
Nature of
Class of
% Held
business
shares held
Direct
Indirect
Turnmill Holdco Limited
1
Holding company
Ordinary shares
100
0
Turnmill Midco Limited
1
Holding company
Ordinary shares
0
100
Turnmill Limited
1
Holding company
Ordinary shares
0
100
GB&M Limited
1
Global markets-focused financing events
Ordinary shares
0
100
GRO Events Ltd
1
Retail Property market events
Ordinary shares
0
100
Turnmill LLC
3
Holding company
Ordinary shares
0
100
Dealmakers Forums LLC
2
Leaders and decision-makers events
Ordinary shares
0
80

Registered office addresses (all UK unless otherwise indicated):

 

1
32-38 Saffron Hill, London, England, EC1N 8FH
2
620 Wilson Avenue, 102 Brooklyn, New York, 11207
3
251 Little Falls Drive, Wilmington, 19808

All of the above subsidiaries have been included within the consolidated results however Turnmill Holdco Limited, Turnmill Midco Limited and GRO Events Ltd were exempt from an audit by virtue of s479A of Companies Act 2006.

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 30
14
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
2,377,922
-
0
Amounts owed by group undertakings
-
14,750,069
Other debtors
724,223
225,568
Prepayments and accrued income
1,508,571
933
4,610,716
14,976,570
Amounts falling due after more than one year:
Deferred tax asset (note 18)
419,915
-
0
Total debtors
5,030,631
14,976,570
15
Creditors: amounts falling due within one year
Group
Company
2024
2024
£
£
Trade creditors
821,003
-
0
Amounts owed to group undertakings
-
0
7,521
Corporation tax payable
11,140
358,453
Other taxation and social security
91,061
-
Other creditors
4,073,519
1,449,318
Accruals and deferred income
4,646,161
-
0
9,642,884
1,815,292
16
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Bank loans and loan notes
17
20,585,245
-
0
Other borrowings
17
11,978,319
11,978,319
32,563,564
11,978,319
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 31
17
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank loans and loan notes
20,585,245
-
0
Preference shares
11,978,319
11,978,319
32,563,564
11,978,319
Payable after one year
32,563,564
11,978,319

As at 31 December 2024, the Group had drawn down on three components of its loan facility with HSBC UK Bank plc:

 

 

 

The margin rates were 4.25% for Facility A and 4.75% for Facility B and the Acquisition/Capex Facility. Interest is calculated based on a floating rate comprising SONIA plus the applicable margin.

 

Repayments:

 

 

£000

Within one year

240

Between one to two years

360

Between two to five years

960

More than five years

9,932

Total

11,492

 

 

The remaining facility under the agreement (Revolving Credit Facility) was undrawn at the balance sheet date.

 

18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Assets
2024
2024
Group
£
£
Accelerated capital allowances
40,995
419,915
The company has no deferred tax assets or liabilities.
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
18
Deferred taxation
(Continued)
Page 32
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 30 January 2024
-
-
Credit to profit or loss
(378,920)
-
Asset at 31 December 2024
(378,920)
-
19
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
80,656

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. The amount outstanding is £61,138

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 33
20
Share-based payment transactions
21
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary class A shares of 1p each
795,460
7,955
Ordinary class B shares of 1p each
204,539
2,045
Ordinary class C shares of 1p each
221,136
2,210
1,221,135
12,210
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
21
Share capital
(Continued)
Page 34
2024
2024
Preference share capital
Number
£
Issued and fully paid
A Preference shares of £1 each
5,754,539
5,754,539
B Preference shares of £1 each
6,223,780
6,223,780
11,978,319
11,978,319
Preference shares classified as liabilities
11,978,319

On 19 February 2024, the company issued the following shares:

 

795,461 Ordinary A shares of £0.01 each for a total consideration of £795,461.

204,539 Ordinary B shares of £0.01 each for total consideration of £204,539.

221,136 Ordinary C shares of £0.01 each for total consideration of £221,136.

5,754,539 A Preference shares of £1 each for total consideration of £5,754,539.

6,223,780 B Preference shares of £1 each for total consideration of £6,223,780.

 

The above transactions gave rise to an aggregate total share premium of £1,332,760.

 

Ordinary A and Ordinary B and Ordinary C shareholders are entitled to full voting rights. The entitlement of dividend income is as determined by the company amongst the holders of ordinary shares. A Preference shareholders and B Preference shareholders have no voting rights but have an automatic right to distribution but the company may determine with respect to any ordinary share to distribute dividends.

 

The group and company has issued preference shares for £11,978,319 in the period. The preference shares accrue a fixed cumulative preferential dividend at an annual rate of 12% compounded per annum which shall accrue daily. Total dividends accrued in the period amounted to £1,248,370 and the total outstanding balance at the period end is £13,226,689. The preference shares are included in long term liabilities.

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 35
22
Acquisition of a business

On 19 February 2024 the group acquired 100% of the issued capital of GB&M Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
26,150
-
26,150
Trade and other receivables
3,663,500
-
3,663,500
Cash and cash equivalents
4,869,970
-
4,869,970
Trade and other payables
(5,833,813)
93,601
(5,740,212)
Total identifiable net assets
2,725,807
93,601
2,819,408
Goodwill
26,314,345
Total consideration
29,133,753
The consideration was satisfied by:
£
Cash
22,286,680
Loan notes
5,713,319
Transaction costs
1,133,753
29,133,752
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
7,795,065
Profit after tax
1,547,955
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
22
Acquisition of a business
(Continued)
Page 36

On 9 May 2024 the group acquired 100% of the issued capital of Completely Events Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
1,928
-
1,928
Trade and other receivables
317,865
1,001,590
1,319,455
Cash and cash equivalents
1,012,552
-
1,012,552
Trade and other payables
(1,220,177)
-
(1,220,177)
Total identifiable net assets
112,168
1,001,590
1,113,758
Goodwill
5,754,565
Total consideration
6,868,323
The consideration was satisfied by:
£
Cash
3,065,134
HSBC Debt
1,700,000
Contingent consideration
1,600,000
Transaction costs
223,189
Heldback warranties
280,000
6,868,323
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
1,256,297
Profit after tax
395,184
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
22
Acquisition of a business
(Continued)
Page 37

On 13 December 2024 the group acquired 80% of the issued capital of Dealmakers Forums LLC.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
4,728
-
4,728
Trade and other receivables
52,900
-
52,900
Cash and cash equivalents
285,477
-
285,477
Trade and other payables
(227,475)
-
(227,475)
Total identifiable net assets
115,630
-
115,630
Non-controlling interests
(23,126)
Goodwill
2,816,038
Total consideration
2,908,542
The consideration was satisfied by:
£
Cash
2,132,341
Earnout
523,777
Transaction costs
252,424
2,908,542
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
-
Loss after tax
(59,475)
Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 38
23
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2024
£
£
Within one year
142,651
-
Between two and five years
615,748
-
758,399
-
24
Events after the reporting date

On 5 June 2025, the Group completed the acquisition of a US-based company. Management is still finalising the purchase-price allocation and therefore the fair-value amounts of the identifiable assets and liabilities cannot yet be reliably determined. Because the transaction occurred after the balance-sheet date of 31 December 2024, no adjustments have been made to these financial statements.

25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
£
Aggregate compensation
759,966

In 2024, the Company provided £520,000 to certain members of management. The loans are repayable on the earlier of an Exit or 78 months from the date of issue and remained outstanding at 31 December 2024.

 

Horizon Partners LLP and its co-investor hold £8,200,000 of 12% unsecured A Loan Notes. These accrue compound interest at 12% per annum and are repayable on the earlier of an Exit or 78 months from the date of issue. The full amount remained outstanding at 31 December 2024. Horizon is a related party due to its significant shareholding and influence.

26
Controlling party

The company and group are controlled by Horizon Capital LLP of Level 9, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG, on the basis that it controls a controlling interest in the voting rights of the share capital of Turnmill Topco Limited. The smallest and largest group in which the results of the company are consolidated is that headed by itself.

Turnmill Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 December 2024
Page 39
27
Cash generated from/(absorbed by) group operations
2024
£
Loss for the period after tax
(7,064,796)
Adjustments for:
Taxation credited
(397,257)
Finance costs
2,933,612
Investment income
(30,446)
Amortisation and impairment of intangible assets
5,347,193
Depreciation and impairment of tangible fixed assets
14,884
Movements in working capital:
Increase in debtors
(589,347)
Increase in creditors
258,600
Cash generated from/(absorbed by) operations
472,443
28
Analysis of changes in net debt - group
30 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
-
1,803,906
1,803,906
Borrowings excluding overdrafts
-
(32,563,564)
(32,563,564)
-
(30,759,658)
(30,759,658)
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