Company registration number 06569349 (England and Wales)
INTRAGEN HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
PAGES FOR FILING WITH REGISTRAR
INTRAGEN HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
INTRAGEN HOLDINGS LIMITED
BALANCE SHEET
AS AT 31 MAY 2024
31 May 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
3
7,722,668
39,450
Current assets
Debtors
5
1,665,210
841,910
Cash at bank and in hand
1,951
4,112
1,667,161
846,022
Creditors: amounts falling due within one year
6
(830,771)
(6,447)
Net current assets
836,390
839,575
Total assets less current liabilities
8,559,058
879,025
Creditors: amounts falling due after more than one year
7
(7,699,643)
Net assets
859,415
879,025
Capital and reserves
Called up share capital
6
6
Profit and loss reserves
859,409
879,019
Total equity
859,415
879,025
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 25 July 2025 and are signed on its behalf by:
Ms L Ewings
Director
Company Registration No. 06569349
INTRAGEN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
- 2 -
1
Accounting policies
Company information
Intragen Holdings Limited ("the company") is a private company limited by shares incorporated in England and Wales. The registered office is 146 New London Road, Chelmsford, Essex, United Kingdom, CM2 0AW.
The principal place of business is 6th Floor, Salisbury House, London Wall, London, EC2M 5SQ.
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.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Intragen Holdings Limited is a wholly owned subsidiary of Intragen International Limited and the results of Intragen Holdings Limited are included in the consolidated financial statements of Intragen International Limited which are available online, through Companies House.
1.2
Going concern
Atruet the time of approving the financial statements, the company's forecasts and projections, taking account of reasonably possible changes in trading performance and with ongoing parent company support, show that the company should be able to continue to operate without the requirement for external facilities. The directors have a reasonable expectation that the company 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.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Interest bearing loans owed by group entities that are due for settlement in more than one year have been classified as fixed asset investments. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Certain unpaid amounts in relation to interest receivable on loan notes are allocated to the principal amount owed annually on 31 May and thus recognised within fixed asset investments.
INTRAGEN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 3 -
1.4
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
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.
1.5
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.
1.6
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 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.
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.
INTRAGEN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 4 -
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.
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.
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.
1.9
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
INTRAGEN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 5 -
1.10
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.11
The company has taken advantage of exemption under the terms of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, not to disclose related party transactions with wholly owned subsidiaries within the group.
1.12
Exceptional items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying performance of the company.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
2
2
The cost of the directors' service is met by other companies in the Intragen International Limited group.
3
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
807,021
39,450
Loans to group undertakings and participating interests
6,915,647
7,722,668
39,450
INTRAGEN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
3
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 June 2023
196,227
-
196,227
Additions
767,571
6,915,647
7,683,218
At 31 May 2024
963,798
6,915,647
7,879,445
Impairment
At 1 June 2023 & 31 May 2024
156,777
-
156,777
Carrying amount
At 31 May 2024
807,021
6,915,647
7,722,668
At 31 May 2023
39,450
-
39,450
All fixed asset investments held by Intragen Holdings Limited are pledged as security for the bank borrowings under a fixed and floating charge.
Included in loans to subsidiaries is £4,358,958 (2023: £Nil) which attracts interest at a rate of EURIBOR + 8.75%, is available until 31 January 2029 but is repayable on demand, however, the intention from the outset was for the funds to be available on a continuing basis.
Included in loans to subsidiaries is £2,556,689 (2023: £Nil) which attracts interest at a rate of 5% and is due for repayment by 31 July 2029.
On 21 May 2024 the company subscribed for 1 Ordinary Share in Intragen BV for a total of £767,571.
4
Subsidiaries
Details of the company's subsidiaries at 31 May 2024 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Intragen Limited
1
Cyber security consultancy activities
Ordinary
100.00
-
Intragen OY
2
Cyber security consultancy activities
Ordinary
100.00
-
Intragen BV
3
Cyber security consultancy activities
Ordinary
100.00
-
Intragen AB
4
Cyber security consultancy activities
Ordinary
100.00
-
Intragen GMBH
5
Cyber security consultancy activities
Ordinary
100.00
-
AspisID BV
3
Cyber security consultancy activities
Ordinary
0
100.00
AspisID IKE
6
Cyber security consultancy activities
Ordinary
0
100.00
INTRAGEN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
4
Subsidiaries
(Continued)
- 7 -
Registered office addresses:
1
146 New London Road, Chelmsford, Essex, CM2 0AW, United Kingdom
2
Itämerenkatu 3, 00180 Helsinki, Finland
3
Europalaan 93 3526 KP, Utrecht, Netherlands
4
C/O Helioworks, Kistagangen 12, 1640 40 KISTA, Stockholm, Sweden
5
Europadamm 4 41460 Amtsgericht Neuss HRB 21732, Germany
6
L Syngrou Andrea 224, Kallithea, Kalitheas / Attikis, 17672, Greece
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,471,416
841,910
Other debtors
193,794
1,665,210
841,910
All debtor balances held by Intragen Holdings Limited are pledged as security for the bank borrowings under a fixed and floating charge.
Included in amounts owed by group undertakings is £414,777 (2023: £Nil) which is unsecured, attracts interest at a rate of 10%, has no fixed repayment date and is repayable on demand.
Other amounts owed by group undertakings are unsecured, interest free and repayable on demand.
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
5,280
Amounts owed to group undertakings
812,236
1,167
Other creditors
18,535
830,771
6,447
Amounts owed to group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.
7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans
5,142,954
Amounts owed to group undertakings
2,556,689
7,699,643
INTRAGEN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
7
Creditors: amounts falling due after more than one year
(Continued)
- 8 -
Amounts owed as bank loans are secured by a fixed and floating charge over the assets of the company. Interest is charged at EURIBOR + 7.75% with the loan due for repayment by 31 January 2029.
Amounts owed to group undertakings are unsecured, attract interest at a rate of 5% and are due for repayment by 31 July 2029.
8
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:
Claire Clift
Statutory Auditor:
Azets Audit Services
9
Financial commitments, guarantees and contingent liabilities
As at 31 May 2024, the company had total commitments, guarantees and contingencies of £Nil (2023: £Nil).
10
Events after the reporting date
On 4 July 2024 Intragen Holdings Limited acquired Atlas Identity Ltd, including its wholly owned subsidiary Atlas Identity Software Ltd. Atlas Identity Ltd is one of the UK’s fastest growing specialist IAM service providers and consultancies with deep expertise in Okta, SailPoint and Workato. The acquisition was partly funded by issuance of the following in Intragen Holdings Limited:
£6,450,000 bank loan
£3,500,000 unsecured loan notes
£2,500,000 deferred consideration discounted to £2,079,715
The bank loan is secured by a fixed and floating charge over the assets of Intragen International Limited group, attracts annual interest at 7.75% plus SONIA and is due for repayment by 31 January 2029.
Unsecured loan notes attract annual interest at a rate of 5% and are repayable on 31 July 2029 along with any accrued interest.
After the balance sheet date and up to the date of these accounts being approved by the board a total of £1,293,141 was drawn down on an existing Revolving Credit Facility (RCF), of which £866,228 is repayable by 31 December 2025 and £426,913 is repayable by 22 May 2026. The facility attracts interest at a rate of 5.5% + EURIBOR.
11
Controlling party
Intragen International Limited is the company's immediate parent company, whose registered office is 146 New London Road, Chelmsford, Essex, England, CM2 0AW.
The smallest and largest group of which Intragen Holdings Limited is a member and for which group accounts are prepared is Intragen International Limited. The group accounts are available online, through Companies House.
FPE II Investment GP LLP is the company's ultimate parent, a limited liability partnership whose registered office is 2nd Floor 7 Swallow Street, London, England, W1B 4DE.