Company registration number 06979250 (England and Wales)
PENTA GROUP EUROPE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
PENTA GROUP EUROPE LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Balance sheet
3
Statement of changes in equity
4
Notes to the financial statements
5 - 12
PENTA GROUP EUROPE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A Lopez-Valenzuela
(Resigned 12 February 2024)
J Price
G Pierson
D Ringrose
(Appointed 15 February 2024 and resigned 28 February 2025)
Post reporting date events
At the date of approving these financial statements, the group of which the company is a member is in the process of being sold. This event does not affect the financial position of the company at 31 December 2024 nor its immediate ownership structure, however, it is disclosed here as a non-adjusting post balance sheet event. Once the group sale has taken place, the company's ultimate ownership structure will change.
Auditor
The auditor, Mercer & Hole LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
G Pierson
Director
30 July 2025
PENTA GROUP EUROPE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
PENTA GROUP EUROPE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 3 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
3,966,987
3,069,825
Tangible assets
5
62,390
63,232
4,029,377
3,133,057
Current assets
Debtors
6
849,278
785,733
Cash at bank and in hand
217,370
209,572
1,066,648
995,305
Creditors: amounts falling due within one year
7
(5,000,505)
(4,641,874)
Net current liabilities
(3,933,857)
(3,646,569)
Net assets/(liabilities)
95,520
(513,512)
Capital and reserves
Called up share capital
8
2,244
2,244
Share premium account
2,670,296
2,670,296
Other reserves
1,229,613
1,229,613
Profit and loss reserves
(3,806,633)
(4,415,665)
Total equity
95,520
(513,512)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
The directors of the company have 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 30 July 2025 and are signed on its behalf by:
G Pierson
Director
Company registration number 06979250 (England and Wales)
PENTA GROUP EUROPE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2023
2,244
2,670,296
1,229,613
(3,610,311)
291,842
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(805,354)
(805,354)
Balance at 31 December 2023
2,244
2,670,296
1,229,613
(4,415,665)
(513,512)
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
609,032
609,032
Balance at 31 December 2024
2,244
2,670,296
1,229,613
(3,806,633)
95,520
PENTA GROUP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
1
Accounting policies
Company information
Penta Group Europe Limited is a private company limited by shares incorporated in England and Wales. The registered office is 7th Floor, 55 King William Street, London, EC4R 9AD.
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 £1.
The financial statements have been prepared on a going concern basis under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
In assessing truewhether the going concern basis is appropriate the directors have considered various cash flow scenarios.
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future with the continued financial support being provided by Penta Group, LLC.
Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover represents amounts receivable for services net of VAT and trade discounts. Insight, Monitor and SaaS revenues are recognised as earned when, and to the extent that, the company obtains the right to consideration in exchange for its performance.
Contracts typically have one-month to thirty-six-month terms. Where the project spans a term greater than one month, the Company recognises the amount on a straight-line basis, over the respective contract term and performance obligation. Therefore, for incomplete contracts at the balance sheet date, revenue reflects the partial performance of the contractual obligations. For such contracts, the amount of revenue recognised reflects the accrual of the right to consideration by reference to the value of work performed.
Income received in advance of providing the service is recognised over the period that the service is provided and revenue is accrued or deferred accordingly.
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.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Intangible assets are made up entirely of an internally generated IT software development project.
PENTA GROUP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives from the date they are ready for use.
The useful economic life of the internally generated IT development project is 10 years.
1.5
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:
Leasehold improvements
Over the remaining life of the lease
Fixtures, fittings & equipment
25% on a straight line basis
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 credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its 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).
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand.
1.8
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 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.
PENTA GROUP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
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.
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, where the debt instrument is measured at the present value of the future receipts 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.
1.9
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.
1.10
Taxation
The tax expense represents the sum of the tax currently payable.
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.
PENTA GROUP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 8 -
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.
1.11
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
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 leases asset are consumed.
1.14
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.
1.15
Research and development expenditure is written off against profits in the year in which it is incurred unless it is capitalised in accordance with the intangible fixed asset accounting policy 1.4.
Amounts receivable from research and development tax credits are recognised on the date from which there is reasonable certainty in respect of the amount of the claim, usually being the date of receipt from HMRC.
PENTA GROUP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 9 -
1.16
Share premium
The share premium reserve represents the excess of consideration paid for Ordinary shares above par value.
Other reserves
Other reserves relate to the capital contributed to the company from the shareholder.
Profit and loss reserves
The profit and loss reserve represents accumulated results to date.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Amortisation of intangible fixed assets
The directors assess the useful economic life of the company's intangible fixed assets when the company commences use of the assets and apply an amortisation rate accordingly. Determining the amortisation rate of intangible fixed assets requires an estimate, however the directors believe there to be low estimation uncertainty.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
48
56
PENTA GROUP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
4
Intangible fixed assets
Other
£
Cost
At 1 January 2024
3,883,525
Additions
1,346,833
At 31 December 2024
5,230,358
Amortisation and impairment
At 1 January 2024
813,700
Amortisation charged for the year
449,671
At 31 December 2024
1,263,371
Carrying amount
At 31 December 2024
3,966,987
At 31 December 2023
3,069,825
The intangible assets recognised in the financial statements relate solely to internally developed IT software. In accordance with FRS 102 Section 18, the asset has been capitalised as it meets the recognition criteria, including demonstrable future economic benefits and reliable measurement of development costs.
The directors have determined a useful life of 10 years for the software, based on the following considerations:
The technical longevity and modular architecture of the system;
Anticipated future economic benefits and its applicability across the wider Penta Group;
Performance of historical development;
Prevailing industry practice regarding comparable technology.
The asset is amortised on a straight-line basis over its estimated useful life. The directors review the useful life annually, taking into account factors such as technological advancements, evolving business requirements, ongoing enhancements, and the continued operational relevance of the software.
PENTA GROUP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
5
Tangible fixed assets
Leasehold improvements
Fixtures, fittings & equipment
Total
£
£
£
Cost
At 1 January 2024
12,564
133,765
146,329
Additions
29,731
29,731
Disposals
(12,564)
(12,564)
At 31 December 2024
163,496
163,496
Depreciation and impairment
At 1 January 2024
12,564
70,533
83,097
Depreciation charged in the year
30,573
30,573
Eliminated in respect of disposals
(12,564)
(12,564)
At 31 December 2024
101,106
101,106
Carrying amount
At 31 December 2024
62,390
62,390
At 31 December 2023
63,232
63,232
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
692,369
498,818
Other debtors
156,909
286,915
849,278
785,733
7
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
164,228
228,510
Amounts owed to group undertakings
3,652,726
3,114,689
Taxation and social security
153,674
116,284
Other creditors
1,029,877
1,182,391
5,000,505
4,641,874
PENTA GROUP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary 'A class' Shares of 1p each
34,600
34,600
346
346
Ordinary 'B class' Shares of 1p each
146,657
146,657
1,466
1,466
Series A Shares of 1p each
43,232
43,232
432
432
224,489
224,489
2,244
2,244
9
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 is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Senior Statutory Auditor:
Miss Helen Cain BA FCA
Statutory Auditor:
Mercer & Hole LLP
Date of audit report:
30 July 2025
10
Events after the reporting date
At the date of approving these financial statements, the group of which the company is a member is in the process of being sold. This event does not affect the financial position of the company at 31 December 2024 nor its immediate ownership structure, however, it is disclosed here as a non-adjusting post balance sheet event. Once the group sale has taken place, the company's ultimate ownership structure will change.
11
Ultimate controlling party
At the year end and at the date of approving these financial statements, the company's immediate parent company is Ballast Intermediate, LLC.
At the year end and at the date of approving these financial statements, the directors are of the opinion that there is no ultimate controlling party.
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