Company registration number 14118691 (England and Wales)
TOPAZ MIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
PAGES FOR FILING WITH REGISTRAR
Magma Audit LLP (part of the Dains Group)
Statutory Auditor
Magma House, 16 Davy Court
Castle Mound Way
Rugby
CV23 0UZ
TOPAZ MIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
TOPAZ MIDCO LIMITED
BALANCE SHEET
AS AT 30 SEPTEMBER 2024
30 September 2024
- 1 -
2024
2023
Unaudited
Notes
£
£
£
£
Fixed assets
Investments
3
101
101
Current assets
Debtors
4
155
109
Creditors: amounts falling due within one year
5
(58,023)
(5,520)
Net current liabilities
(57,868)
(5,411)
Net liabilities
(57,767)
(5,310)
Capital and reserves
Called up share capital
6
100
100
Profit and loss reserves
(57,867)
(5,410)
Total equity
(57,767)
(5,310)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 11 September 2025 and are signed on its behalf by:
Mr Brunno Vannini
Director
Company registration number 14118691 (England and Wales)
TOPAZ MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -
1
Accounting policies
Company information
Topaz Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Dains Accountants Limited, Suite 2, Albion House, Forge Lane, Stoke on Trent, United Kingdom, ST1 5RQ.
1.1
Basis of preparation
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 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
There was no requirement for the audit of the financial statements in the prior period. The comparatives are therefore unaudited.
1.2
Going concern
The financial statements have been prepared on a going concern basis. This assumption is reliant upon the continued support from it's ultimate parent company; Spectra DC Holding S. á r.l. They have confirmed that they will support Topaz Midco Limited financially for a period of at least 1 year from the date these financial statements are approved.
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.
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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
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.
TOPAZ MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
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.
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, 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.
1.6
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.
1.7
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.
TOPAZ MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 4 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
0
0
3
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
101
101
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
155
109
5
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
39,912
Amounts owed to group undertakings
1,311
1
Other creditors
16,800
5,519
58,023
5,520
TOPAZ MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 5 -
6
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
7
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The report of the Auditors was unqualified
Victoria Craig (Senior Statutory Auditor)
for and on behalf of Magma Audit LLP (part of the Dains Group)
8
Financial commitments, guarantees and contingent liabilities
The company is a guarantor against certain liabilities of a subsidiary company that fall due after the year end. The liability in the subsidiary company at the year end amounted to £6,717,936 (30 September 2023 - £8,403,891). Following the sale of the company post year end, this was satisfied and the charge satisfied.
9
Related party transactions
In accordance with paragraph 33.1A of FRS 102, the company has not disclosed transactions, balances, or commitments with other wholly owned members of the group.
This exemption has been applied on the basis that the company is a wholly owned subsidiary and the transactions are with other wholly owned group entities
10
Parent company
The immediate parent company is now Cambridge Innovation Campus Limited, a company incorporated in England and Wales. The registered address of the company is 2-4 Cork Street, London, United Kingdom, W1S 3LG.
Until 25 June 2025, the Company's immediate parent company was Topaz UK Developments Limited, its registered address is C/O Dains Accountants Limited Suite 2, Albion House, Forge Lane, Etruria, Stoke on Trent, Staffordshire, England, ST1 5RQ.
On 25 June 2025, following the sale of Topaz Midco Limited, the Company's ultimate controlling party was changed from Topaz UK Developments Limited to Max-Hervé George.