Shelby Topco Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 14672687

Shelby Topco Limited

Financial Statements

31 December 2024

Shelby Topco Limited

Financial Statements

Year ended 31 December 2024

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	3

Independent auditor's report to the members	5

Consolidated statement of comprehensive income	9

Consolidated statement of financial position	10

Company statement of financial position	11

Consolidated statement of changes in equity	12

Company statement of changes in equity	13

Consolidated statement of cash flows	14

Notes to the financial statements	15

Shelby Topco Limited

Officers and Professional Advisers

The board of directors	Mr E Fraser
	Mr J M Whatmore
	Mr Y I Moolla

Registered office	305 Zellig Building Gibb Street
	Birmingham
	England
	B9 4AA

Auditor	Muras Baker Jones Limited
	Chartered accountants & statutory auditor
	Regent House
	Bath Avenue
	Wolverhampton
	West Midlands
	WV1 4EG

Shelby Topco Limited

Strategic Report

Year ended 31 December 2024

Principal activity

The principal activity of the group is that of software developers and suppliers.

Review of business, development and performance

The financial period has seen group turnover increase by 40% to just over £20m. During the same period there has been significant investment in staff, development costs and marketing, in order to enable the group to be in a position to achieve its growth aims over the next few years. This investment has impacted on EBITDA which stands at £157k for the period compared with £267k in the previous period. The group has continued its policies of organic growth and growth through acquisition. During the year ended 31 December 2024 the group acquired the Clik Holdings Group and are looking to further such growth opportunities in 2025. The directors are satisfied that the results are within expectations and consistent with long term plans. They believe the continued strategy for growth of the customer base and expansion through acquisition will enable the group to improve its profitability and business value going forward.

Principal risks and uncertainties

Risks are monitored by senior management who are closely involved on a day to day basis with the running of the group. The principal risks and uncertainties faced by the group relate to recoverability of trade debtors and the ongoing competition from other software providers. The group has a large spread of customers within the market it operates and is therefore able to minimise the risk of being over-reliant on a few major customers. The group seeks to manage the risk of losing customers to competitors by the provision of quality guaranteed product, providing a strong customer support support service, dealing promptly with customer queries and by maintaining strong relationships with customers. The marketing strategy continues to be reviewed in order to seek to further expand the customer base. The significant cash reserves of the group also help to mitigate any risks that may arise. The group is constantly seeking to develop new products and make continuing improvements to its existing products in order to ensure it remains at the forefront in the provision of field service management software.

This report was approved by the board of directors on 22 September 2025 and signed on behalf of the board by:

Mr J M Whatmore

Director

Shelby Topco Limited

Directors' Report

Year ended 31 December 2024

The directors present their report and the financial statements of the group for the year ended 31 December 2024 .

Principal activities

The principal activity of the company during the year was that of a holding company. The principal activity of the group is the development and supply of computer software.

Directors

The directors who served the company during the year were as follows:

Mr E Fraser
Mr J M Whatmore
Mr Y I Moolla

Dividends

The directors do not recommend the payment of a dividend.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' 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 the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent. 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.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 22 September 2025 and signed on behalf of the board by:

Mr J M Whatmore

Director

Shelby Topco Limited

Independent Auditor's Report to the Members of Shelby Topco Limited

Year ended 31 December 2024

Opinion

We have audited the financial statements of Shelby Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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: - give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

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 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 or the 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. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 its 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: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

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 the 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 the parent company or to cease operations, or have no realistic alternative but to do so.

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. 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: In planning and designing our audit tests we identify and assess the risks of material misstatement within the financial statements, whether due to fraud or error. Our assessment of these risks includes consideration of the nature of the industry and sector, the control environment and the business performance along with the results of our enquiries of management about their own identification and assessment of risks and irregularities. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, UK tax legislation and other laws and regulations identified as risk areas identified from our discussions with management. We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. After consideration of the above risks we then carried out audit procedures including the following: - specific tests in relation to material amounts and disclosures in the financial statements considered to be of high risk; - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; - reading minutes of management meetings; - reviewing correspondence with H M Revenue & Customs; - inquiring of management and reviewing any correspondence with legal advisors concerning actual and potential litigation and claims; - reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; - in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. There are inherent limitations in our audit procedures described above. The more removed that the laws and regulations are from financial transactions the less likely it is that we would be aware on non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to inquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. 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 so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone 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.

Oliver Ross Bsc(Hons) FCA

(Senior Statutory Auditor)

For and on behalf of

Muras Baker Jones Limited

Chartered accountants & statutory auditor

Regent House

Bath Avenue

Wolverhampton

West Midlands

WV1 4EG

22 September 2025

Shelby Topco Limited

Consolidated Statement of Comprehensive Income

Year ended 31 December 2024

			Period from
		Year to	18 Feb 23 to
		31 Dec 24	31 Dec 23
			(restated)
Note		£	£
Turnover	4	20,092,617	10,079,245

Cost of sales	3,518,861	2,279,728
	-------------	-------------
Gross profit	16,573,756	7,799,517

Administrative expenses		25,050,862	16,772,574
		-------------	-------------
Operating loss	5	( 8,477,106)	( 8,973,057)

Income from shares in group undertakings	9	78,896	–
Other interest receivable and similar income	10	3,544	19,595
Interest payable and similar expenses	11	8,015,492	5,323,262
		-------------	-------------
Loss before taxation		( 16,410,158)	( 14,276,724)

Tax on loss	12	( 107,346)	( 129,257)
		-------------	-------------
Loss for the financial year and total comprehensive income		( 16,302,812)	( 14,147,467)
		-------------	-------------

All the activities of the group are from continuing operations.

Shelby Topco Limited

Consolidated Statement of Financial Position

31 December 2024

	2024	2023
		(restated)
Note	£	£

Fixed assets

Intangible assets	13	64,284,346	64,703,067
Tangible assets	14	288,293	230,332
		-------------	-------------
		64,572,639	64,933,399

Current assets

Debtors	16	9,173,541	6,839,076
Cash at bank and in hand		1,378,963	1,709,249
		-------------	------------
		10,552,504	8,548,325

Creditors: amounts falling due within one year	18	22,030,525		12,675,968
		-------------		-------------
Net current liabilities			11,478,021	4,127,643
			-------------	-------------
Total assets less current liabilities			53,094,618	60,805,756

Creditors: amounts falling due after more than one year	19		83,375,287	74,662,564

Provisions	20	65,699	192,799
		-------------	-------------
Net liabilities		( 30,346,368)	( 14,049,607)
		-------------	-------------

Capital and reserves

Called up share capital	24	996	935
Share premium account	25	102,915	96,925
Profit and loss account	25	( 30,450,279)	( 14,147,467)
		-------------	-------------
Shareholders deficit		( 30,346,368)	( 14,049,607)
		-------------	-------------

These financial statements were approved by the board of directors and authorised for issue on 22 September 2025 , and are signed on behalf of the board by:

Mr J M Whatmore

Director

Company registration number: 14672687

Shelby Topco Limited

Company Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Investments	15		1	1

Current assets

Debtors	16	99,542		97,859
		--------		--------
Net current assets			99,542	97,859
			--------	--------
Total assets less current liabilities			99,543	97,860
			--------	--------

Capital and reserves

Called up share capital	24	996	935
Share premium account	25	102,915	96,925
Profit and loss account	25	( 4,368)	–
		---------	--------
Shareholders funds		99,543	97,860
		---------	--------

The loss for the financial year of the parent company was £ 4,368 (2023: £Nil).

These financial statements were approved by the board of directors and authorised for issue on 22 September 2025 , and are signed on behalf of the board by:

Mr J M Whatmore

Director

Company registration number: 14672687

Shelby Topco Limited

Consolidated Statement of Changes in Equity

Year ended 31 December 2024

		Called up share capital	Share premium account	Profit and loss account	Total
Note		£	£	£	£
At 18 February 2023		–	–	–	–

Loss for the year				( 14,147,467)	( 14,147,467)
		----	----	-------------	-------------
Total comprehensive income for the year		–	–	( 14,147,467)	( 14,147,467)

Issue of shares		935	96,925	–	97,860
		----	--------	-------------	-------------
Total investments by and distributions to owners		935	96,925	–	97,860

At 31 December 2023 (as previously reported)		935	96,925	( 11,887,646)	( 11,789,786)
Prior period adjustments	23	–	–	(2,259,821)	(2,259,821)
		----	--------	-------------	-------------
At 31 December 2023 (restated)		935	96,925	( 14,147,467)	( 14,049,607)
		----	--------	-------------	-------------

Loss for the year				( 16,302,812)	( 16,302,812)
		----	--------	-------------	-------------
Total comprehensive income for the year		–	–	( 16,302,812)	( 16,302,812)

Issue of shares		61	5,990	–	6,051
		----	-------	----	-------
Total investments by and distributions to owners		61	5,990	–	6,051

		----	---------	-------------	-------------
At 31 December 2024		996	102,915	( 30,450,279)	( 30,346,368)
		----	---------	-------------	-------------

Shelby Topco Limited

Company Statement of Changes in Equity

Year ended 31 December 2024

	Called up share capital	Share premium account	Profit and loss account	Total
	£	£	£	£
At 18 February 2023	–	–	–	–

Profit for the year			–	–

Issue of shares	935	96,925	–	97,860
	----	--------	----	--------
Total investments by and distributions to owners	935	96,925	–	97,860

At 31 December 2023	935	96,925	–	97,860

Loss for the year			( 4,368)	( 4,368)
	----	--------	-------	--------
Total comprehensive income for the year	–	–	( 4,368)	( 4,368)

Issue of shares	61	5,990	–	6,051
	----	-------	----	-------
Total investments by and distributions to owners	61	5,990	–	6,051

	----	---------	-------	--------
At 31 December 2024	996	102,915	( 4,368)	99,543
	----	---------	-------	--------

Shelby Topco Limited

Consolidated Statement of Cash Flows

Year ended 31 December 2024

	2024	2023
		(restated)
Note	£	£

Cash flows from operating activities

Loss for the financial year	( 16,302,812)	( 14,147,467)

Adjustments for:
Depreciation of tangible assets	100,205	47,205
Amortisation of intangible assets	8,451,301	6,933,098
Income from shares in group undertakings	( 78,896)	–
Other interest receivable and similar income	( 3,544)	( 19,595)
Interest payable and similar expenses	8,015,492	5,323,262
Gains on disposal of tangible assets	( 54)	( 109)
Tax on loss	( 107,346)	( 129,257)
Accrued expenses	4,640,978	3,585,299
Other operating cash flow adjustment	–	(4,091,835)

Changes in:
Trade and other debtors	( 2,334,195)	( 6,839,076)
Trade and other creditors	4,161,459	9,069,383
	-------------	-------------
Cash generated from operations	6,542,588	( 269,092)

Interest paid	( 8,015,492)	( 5,323,262)
Interest received	3,544	19,595
Tax (paid)/received	( 19,361)	92,892
	------------	------------
Net cash used in operating activities	( 1,488,721)	( 5,479,867)
	------------	------------

Cash flows from investing activities

Purchase of tangible assets	( 112,621)	( 224,980)
Proceeds from sale of tangible assets	495	371
Proceeds from sale of intangible assets	( 84,280)	–
Acquisition of subsidiaries	( 7,994,286)	( 67,367,985)
Proceeds from sale of subsidiaries	78,896	–
	------------	-------------
Net cash used in investing activities	( 8,111,796)	( 67,592,594)
	------------	-------------

Cash flows from financing activities

Proceeds from issue of ordinary shares	6,051	97,860
Proceeds from borrowings	9,280,905	74,662,564
	------------	-------------
Net cash from financing activities	9,286,956	74,760,424
	------------	-------------

Net (decrease)/increase in cash and cash equivalents		( 313,561)	1,687,963
Cash and cash equivalents at beginning of year		1,687,963	–
		------------	------------
Cash and cash equivalents at end of year	17	1,374,402	1,687,963
		------------	------------

Shelby Topco Limited

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 305 Zellig Building Gibb Street, Birmingham, B9 4AA, England.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The group has net liabilities at the balance sheet and accordingly management have undertaken an assessment of the going concern position at that date and going forward. It is the view of management that the accounts should be prepared on a going concern basis on the grounds that current and future sources of funding or support will be more than adequate for the group's requirements. Specifically the group's funding is on a long term basis, with further funding available to enable future expansion plans.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of Shelby Topco Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Revenue recognition

When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period. When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Goodwill	-	over 5 years
Customer relationships	-	over 10 years
Software	-	over 10 years
Goodwill arising on consolidation	-	over 10 years

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Plant and machinery	-	4 years straight line
Fixtures and fittings	-	4-5 years straight line & 10% / 33% reducing balance
Equipment	-	1-3 years straight line & 10% / 33% reducing balance

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£
Rendering of services	20,092,617	10,079,245
	-------------	-------------

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

5. Operating loss

Operating profit or loss is stated after charging/crediting:

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£
Amortisation of intangible assets	8,451,301	6,933,098
Depreciation of tangible assets	100,205	47,205
Gains on disposal of tangible assets	( 54)	( 109)
Impairment of trade debtors	147,348	70,273
Foreign exchange differences	( 23,748)	25,256
	------------	------------

6. Auditor's remuneration

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£
Fees payable for the audit of the financial statements	20,000	25,900
	--------	--------

7. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2024	2023
	No.	No.
Administrative staff	140	119
Management staff	3	3
Software development - Vietnam staff	105	99
	----	----
	248	221
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£
Wages and salaries	12,058,572	5,626,432
Social security costs	890,152	558,345
Other pension costs	598,965	254,849
	-------------	------------
	13,547,689	6,439,626
	-------------	------------

8. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£
Remuneration	579,478	461,471
Company contributions to defined contribution pension plans	53,370	38,544
	---------	---------
	632,848	500,015
	---------	---------

The number of directors who accrued benefits under company pension plans was as follows:

	2024	2023
		(restated)
	No.	No.
Defined contribution plans	3	3
	----	----

Remuneration of the highest paid director in respect of qualifying services:

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£
Aggregate remuneration	198,550	158,720
Company contributions to defined contribution pension plans	19,983	13,227
	---------	---------
	218,533	171,947
	---------	---------

9. Income from shares in group undertakings

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£
(Gain)/loss on disposal of shares in group	78,896	–
	--------	----

10. Other interest receivable and similar income

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£
Interest on cash and cash equivalents	3,132	19,595
Interest received on corporation tax	412	–
	-------	--------
	3,544	19,595
	-------	--------

11. Interest payable and similar expenses

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£
Interest on banks loans and overdrafts	1,057,559	269,705
Interest payable on loan notes	6,957,850	5,053,557
Interest payable on overdue tax	83	–
	------------	------------
	8,015,492	5,323,262
	------------	------------

12. Tax on loss

Major components of tax income

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£

Current tax:

UK current tax income	207	8,338
Adjustments in respect of prior periods	( 4,300)	( 101,230)
	-------	---------
Total UK current tax	( 4,093)	( 92,892)

Foreign current tax income	23,847	–
	--------	--------
Total current tax	19,754	( 92,892)
	--------	--------

Deferred tax:

Origination and reversal of timing differences	( 127,100)	( 36,365)
	---------	---------
Tax on loss	( 107,346)	( 129,257)
	---------	---------

Reconciliation of tax income

The tax assessed on the loss on ordinary activities for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 25 %).

		Period from
	Year to	18 Feb 23 to
	31 Dec 24	31 Dec 23
		(restated)
	£	£
Loss on ordinary activities before taxation	( 16,410,158)	( 14,276,724)
	-------------	-------------
Loss on ordinary activities by rate of tax	( 2,168,047)	( 3,004,226)
Adjustment to tax charge in respect of prior periods	( 4,300)	( 101,230)
Effect of expenses not deductible for tax purposes	1,742,002	1,733,275
Effect of capital allowances and depreciation	299,152	( 36,365)
Unused tax losses	–	1,279,289
Foriegn tax paid	23,847	–
	-------------	-------------
Tax on loss	( 107,346)	( 129,257)
	-------------	-------------

13. Intangible assets

Group	Goodwill	Customer relationships	Software development	Goodwill arising on consolidation	Total
	£	£	£	£	£
Cost
At 1 January 2024 (as restated)	1,154,157	2,328,240	2,614,080	70,374,586	76,471,063
Disposals	–	–	–	93,645	93,645
Acquisitions through business combinations	–	–	–	7,948,300	7,948,300
	------------	------------	------------	-------------	-------------
At 31 December 2024	1,154,157	2,328,240	2,614,080	78,416,531	84,513,008
	------------	------------	------------	-------------	-------------
Amortisation
At 1 January 2024	976,324	1,961,303	2,202,094	6,628,275	11,767,996
Charge for the year	115,416	232,824	261,408	7,841,653	8,451,301
Disposals	–	–	–	9,365	9,365
	------------	------------	------------	-------------	-------------
At 31 December 2024	1,091,740	2,194,127	2,463,502	14,479,293	20,228,662
	------------	------------	------------	-------------	-------------
Carrying amount
At 31 December 2024	62,417	134,113	150,578	63,937,238	64,284,346
	------------	------------	------------	-------------	-------------
At 31 December 2023	177,833	366,937	411,986	63,746,311	64,703,067
	------------	------------	------------	-------------	-------------

The company has no intangible assets.

14. Tangible assets

Group	Leasehold improvements	Plant and machinery	Fixtures and fittings	Equipment	Total
	£	£	£	£	£
Cost
At 1 January 2024 (as restated)	–	–	78,414	427,999	506,413
Additions	–	–	10,102	102,519	112,621
Disposals	–	–	–	( 656)	( 656)
Other movements	3,890	19,144	25,081	120,527	168,642
	-------	--------	---------	---------	---------
At 31 December 2024	3,890	19,144	113,597	650,389	787,020
	-------	--------	---------	---------	---------
Depreciation
At 1 January 2024	–	–	34,949	241,132	276,081
Charge for the year	–	281	9,614	90,310	100,205
Disposals	–	–	–	( 215)	( 215)
Other movements	3,890	17,265	11,766	89,735	122,656
	-------	--------	---------	---------	---------
At 31 December 2024	3,890	17,546	56,329	420,962	498,727
	-------	--------	---------	---------	---------
Carrying amount
At 31 December 2024	–	1,598	57,268	229,427	288,293
	-------	--------	---------	---------	---------
At 31 December 2023	–	–	43,465	186,867	230,332
	-------	--------	---------	---------	---------

The company has no tangible assets.

15. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 January 2024 as restated and 31 December 2024	1
	----
Impairment
At 1 January 2024 as restated and 31 December 2024	–
	----

Carrying amount
At 1 January 2024 and 31 December 2024	1
	----
At 31 December 2023	1
	----

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Shelby Midco Limited	Ordinary	100

Investments in associates and joint ventures

Shelby Midco Limited holds 100% of the share capital of Shelby Bidco Limited. Shelby Bidco limited holds 100% of the share capital of Joblogic Limited. Joblogic Limited holds 100% of the share capital of Tracer Management Systems Limited and also a 100% interest in Joblogic Inc, a company registered in United States of America. Tracer Management Systems Limited holds 100% of the share capital of Protean Software Limited, 99.97% interest in Joblogic Pakistan (Private) Limited, a company registered in Pakistan, and with effect from 17 July 2024 acquired 100% of the share capital of Clik Holdings Limited. Protean Software Limited holds 100% interest in the share capital of Protean Subco Limited and previously held 100% interest in Protean Software SP. ZO.O., a company previously registered in Poland, and a 100% interest in Protean Software America LLP an entity previously registered in United States of America, both of which have been liquidated prior to 31 December 2024. Clik Holdings Limited holds 100% interest in the share capital of Clik Limited. Clik Limited holds 100% interest in the share capital of Clik Software Limited Unless otherwise stated all companies are registered in England and Wales.

16. Debtors

	Group		Company
	2024	2023	2024	2023
		(restated)	(restated)
	£	£	£	£
Trade debtors	8,528,319	6,042,578	–	–
Amounts owed by group undertakings	–	–	99,542	97,859
Prepayments and accrued income	165,553	233,529	–	–
Corporation tax repayable	233,328	229,028	–	–
Other debtors	246,341	333,941	–	–
	------------	------------	--------	--------
	9,173,541	6,839,076	99,542	97,859
	------------	------------	--------	--------

17. Cash and cash equivalents

Cash and cash equivalents comprise the following:

	2024	2023
		(restated)
	£	£
Cash at bank and in hand	1,378,963	1,709,249
Bank overdrafts	( 4,561)	( 21,286)
	------------	------------
	1,374,402	1,687,963
	------------	------------

18. Creditors: amounts falling due within one year

	Group		Company
	2024	2023	2024	2023
		(restated)	(restated)
	£	£	£	£
Bank loans and overdrafts	572,743	21,286	–	–
Trade creditors	446,822	613,040	–	–
Accruals and deferred income	18,985,615	10,871,033	–	–
Corporation tax	393	–	–	–
Social security and other taxes	1,398,217	1,053,343	–	–
Other creditors	626,735	117,266	–	–
	-------------	-------------	----	----
	22,030,525	12,675,968	–	–
	-------------	-------------	----	----

19. Creditors: amounts falling due after more than one year

	Group		Company
	2024	2023	2024	2023
		(restated)	(restated)
	£	£	£	£
Bank loans and overdrafts	14,031,818	7,900,000	–	–
Director loan accounts	2,215,873	2,066,487	–	–
Loan notes	67,127,596	64,696,077	–	–
	-------------	-------------	----	----
	83,375,287	74,662,564	–	–
	-------------	-------------	----	----

Loan notes comprise:

£22,469,646 unsecured 10% PIK loan notes 2033

£4,210,622 (2023 - £1,779,103) Interest on unsecured 10% PIK loan notes 2033

£40,447,328 unsecured 10% vendor loan notes 2033

The loan notes were issued on 17 March 2023 by Shelby Midco Limited as part of the acquisition of Joblogic Limited and its subsidiary, Tracer Management Systems limited.

The group has provided security, in the form of a fixed and floating charge over its assets, to Canadian Imperial Bank of Commerce in respect of the borrowings of certain group companies. At 31 December 2024 these borrowings amounted to £14,600,000 (2023 - £7,900,000).

During the previous period two directors of the company, J M Whatmore and Y I Moolla, each made an unsecured loan of £1m to a group company, Tracer Management Systems Limited. The loans are repayable on or before July 2033 and carry interest at a rate of 7% which is capitalised and added to the principal amount of the loan. For the year ended 31 December 2024, interest of £74,693 (2023 - £33,243) each has been credited to the loans.

20. Provisions

Group	Deferred tax (note 21)
	£
At 1 January 2024 (as restated)	192,799
Charge against provision	( 127,100)
	---------
At 31 December 2024	65,699
	---------

The company does not have any provisions.

21. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2024	2023	2024	2023
		(restated)	(restated)
	£	£	£	£
Included in provisions (note 20)	65,699	192,799	–	–
	--------	---------	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2024	2023	2024	2023
		(restated)	(restated)
	£	£	£	£
Accelerated capital allowances	65,699	192,799	–	–
	--------	---------	----	----

22. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 545,595 (2023: £ 222,408 ).

23. Prior period errors

The group has harmonised is accounting policy in respect of revenue recognition whereby revenue from software services provided is now recognised over the period of the agreement. As a result of this change in accounting policy a prior period adjustment of £6,351,656 arises, this has been reflected by an adjustment of £4,091,835 in the brought forward goodwill arising on consolidation and by a reduction of £2,259,821 in turnover for the previous period. The impact of the change in policy on the 2024 accounting period has been to reduce group turnover by £2,723,117.

24. Called up share capital

Issued, called up and fully paid

	2024		2023
			(restated)
	No.	£	No.	£
Ordinary A shares of £ 0.01 each	28,354	284	28,354	284
Ordinary B shares of £ 0.01 each	54,646	546	54,646	546
Ordinary C shares of £ 0.01 each	12,550	126	6,500	65

Ordinary D1 shares of £ 0.01 each	1,000	10	1,000	10
Ordinary D2 shares of £ 0.01 each	1,000	10	1,000	10
Ordinary E1 shares of £0.01 each	1,000	10	1,000	10
Ordinary E2 shares of £0.01 each	1,000	10	1,000	10
	--------	----	--------	----
	99,550	996	93,500	935
	--------	----	--------	----

25. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs . Profit and loss account - This reserve records retained earnings and accumulated losses of the Group and Company.

26. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	1,709,249	(330,286)	1,378,963
Bank overdrafts	(21,286)	16,725	(4,561)
Debt due within one year	–	(568,182)	(568,182)
Debt due after one year	(9,966,487)	(6,281,204)	(16,247,691)
	------------	------------	-------------
	( 8,278,524)	( 7,162,947)	( 15,441,471)
	------------	------------	-------------

Shelby Topco Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2024

27. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group		Company
	2024	2023	2024	2023
		(restated)	(restated)
	£	£	£	£
Not later than 1 year	114,998	35,070	–	–
Later than 1 year and not later than 5 years	38,373	53,981	–	–
	---------	--------	----	----
	153,371	89,051	–	–
	---------	--------	----	----