Company registration number 04987457 (England and Wales)
ANAQUA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
ANAQUA LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 10
ANAQUA LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Non-current assets
Intangible assets
3
6,765
Property, plant and equipment
4
36,828
46,085
36,828
52,850
Current assets
Trade and other receivables
5
1,503,016
2,078,289
Cash and cash equivalents
1,507,864
781,460
3,010,880
2,859,749
Current liabilities
6
(1,382,519)
(1,699,345)
Net current assets
1,628,361
1,160,404
Total assets less current liabilities
1,665,189
1,213,254
Provisions for liabilities
(9,207)
(13,213)
Net assets
1,655,982
1,200,041
Equity
Called up share capital
2
2
Retained earnings
1,655,980
1,200,039
Total equity
1,655,982
1,200,041
The notes on pages 2 to 10 form part of these financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the income statement within the financial statements.true
The financial statements were approved and signed by the director and authorised for issue on 13 August 2025
J. Newcombe
Director
Company registration number 04987457 (England and Wales)
ANAQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information
Anaqua Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, Manfield House, 1 Southampton Street, London, WC2R 0LR.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The Company is a subsidiary and is responsible for managing the wider group's trading acrosstrue Europe. The financial statements have been prepared on a going concern basis on the assumption that the group will provide continuing financial support. The intermediate parent company, Axiom US Parent Inc., has undertaken not to seek repayment until at least 12 months from the date of signing of the accounts unless the Company is in a position to do so. They have further confirmed that they will provide additional cash flows to meet on-going liabilities as they fall due.
The directors therefore have a reasonable expectation that the entity will have adequate resources to continue in operation for at least 12 months from the signing date of these financial statements and to meet its liabilities as they fall due. Accordingly, they consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Revenue
Turnover represents the amounts receivable from management charges, software licenses, customer support and maintenance, and the provision of other professional IT services provided by the company in the ordinary course of business, net of value added tax and trade discounts.
Revenue from provision of software license services, customer support, maintenance and other professional IT services is recognised on an annual basis, rateably, based on the terms of the contract entered into with customers. Revenue on management charges from parent company is recognised based on agreement entered into with parent entity, on a cost-plus basis.
ANAQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
33.33% straight line
1.5
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life. A full year's depreciation is charged in the year in which the asset is brought into use within the business and no depreciation is charged in the year of disposal. The following rates of depreciation have been used:
Computer equipment
33.33% straight line
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 non-current assets
At each reporting period end date, the company 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.
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.
1.7
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.
ANAQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
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 statement of financial position 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 trade and other receivables 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.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, 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 payables 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 payables 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.
1.10
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 income statement 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.
ANAQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Deferred tax
Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
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 non-current 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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using the Monte Carlo simulation pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. The Monte Carlo option-pricing methodology uses formulas which underpin the Black-Scholes option pricing method, and also consider factors such as exit data probabilities, transaction costs and the impact of the capital structure in deriving a value.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
Equity-settled awards by the parent to employees of subsidiaries are recognised in the parent's individual financial statements as an increase in investment in the subsidiary with a corresponding credit to equity and not as a charge to profit or loss. The investment in subsidiary is reduced by any contribution by the subsidiary.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If equity-settled awards have performance conditions linked to a liquidity event, the probability of occurrence of these events is assessed. No expense is recognised if the liquidity event is not deemed to be probable.
ANAQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
1.14
Foreign exchange
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'administrative expenses'.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
56
68
ANAQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
3
Intangible fixed assets
Other
£
Cost
At 1 January 2024 and 31 December 2024
7,397
Amortisation and impairment
At 1 January 2024
632
Amortisation charged for the year
6,765
At 31 December 2024
7,397
Carrying amount
At 31 December 2024
At 31 December 2023
6,765
4
Property, plant and equipment
Computer equipment
£
Cost
At 1 January 2024
200,895
Additions
22,139
At 31 December 2024
223,034
Depreciation and impairment
At 1 January 2024
154,810
Depreciation charged in the year
31,396
At 31 December 2024
186,206
Carrying amount
At 31 December 2024
36,828
At 31 December 2023
46,085
5
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Trade receivables
371,104
357,345
Corporation tax recoverable
21,002
Amounts owed by group undertakings
1,015,931
1,434,069
Other receivables
51,311
166,083
Prepayments and accrued income
43,668
120,792
1,503,016
2,078,289
ANAQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Trade and other receivables
(Continued)
- 8 -
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
6
Current liabilities
2024
2023
£
£
Trade payables
25,584
60,795
Amounts owed to group undertakings
388,560
388,787
Corporation tax
66,364
Other taxation and social security
61,191
271,006
Other payables
907,184
912,393
1,382,519
1,699,345
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
7
Share-based payment transactions
In 2024, the Group issued nil shares (2023: 3,346 shares) of Axiom UK Topco Limited under the management incentive plan ('MIP'). Holders of management shares do not have voting rights, and no management shares were vested as of 31 December 2024 or 31 December 2023. No shares were cancelled during the current or prior year.
The purpose of the MIP is to encourage and enable certain officers, employees, directors and other key persons within the consolidated entity to acquire a proprietary interest in the consolidated entity. Shares vest in accordance with the provisions of the MIP commencing on the date of grant at a price not less than fair market value as determined by the Board of Directors at the date of the grant.
The shares granted during the period include shares that vest upon the achievement of a specified return on Astorg’s investment. The vesting is dependent upon distributions being paid to Astorg which will only be achieved upon a liquidity event. Such liquidity events would include, but are not limited to, an initial public offering of the consolidated entity, or a change-in-control transaction under which the investor group disposes of or sells more than 50% of the total voting power or economic interest in the consolidated entity to one or more third independent parties.
As there is a performance condition related to the liquidity event, the probability of the event’s occurrence has been assessed. As no liquidity event has occurred or deemed probable for the current year or prior year, the Company did not record any compensation expense under the MIP for year ended 31 December 2024 or 31 December 2023.
No options expired during the current or prior period. No options vested as at the end of the current or prior period.
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 is unqualified and includes the following:
ANAQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Audit report information
(Continued)
- 9 -
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:
Christopher Mantel
Statutory Auditor:
Alliotts LLP
Date of audit report:
14 August 2025
9
Financial commitments, guarantees and contingent liabilities
On 8 August 2019, a charge was registered over all assets of the Company in favour of Ares Capital Limited in relation to a financing agreement in a fellow group company. On 17 June 2021, a charge was registered over all assets of the Company in favour of Ares Capital Limited in relation to an amendment to this agreement. On 23 August 2024, a further charge in favour of the same party was registered in relation to a further amendment and restatement of the financing agreement in the fellow group company. The charges will crystallise on the Company or fellow group companies breaching certain debt covenants. All charges were satisfied on 27 May 2025.
10
Operating lease commitments
At 31 December 2024, the Company had future minimum lease payments under non-cancellable
operating leases as follows:
2024
2023
£
£
Within one year
170,500
188,745
Between two and five years
15,500
201,500
186,000
390,245
ANAQUA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
11
Related party transactions
The company has taken advantage of the exemption provided under FRS 102 Section 1A whereby it has not disclosed transactions with the immediate parent company or any wholly owned subsidiary undertaking of the group.
12
Parent company
The immediate parent company is Anaqua Parent Holding Inc., a company registered in the United States of America.
At 31 December 2024, the ultimate parent company was Axiom UK TopCo Limited, a company incorporated in England and Wales and registered at Square Suite, 6th Floor, 3, St. James's Square, London, United Kingdom, SW1Y 4JU. Copies of the consolidated accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
At 31 December 2024, The ultimate controlling party was Astorg VII Special Limited Partnership managed by Astorg Asset Management S.A.R.L. registered in Luxembourg.
After the reporting date, in February 2025, Astorg sold its controlling shareholding in the Anaqua group to Nordic Capital. As part of the change of control, Axiom UK Topco was put into voluntary administration.
No one person has overall control.
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