Hold Topco Ltd - Accounts to registrar (filleted)

REGISTERED NUMBER: 11307569 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

HOLD TOPCO LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

F L J De Ryckman De Betz

C G Forsyth

P W F Kempe

S A Macrae

REGISTERED OFFICE:

3rd Floor

21 Perrymount Rd

Haywards Heath

West Sussex

RH16 3TP

REGISTERED NUMBER:

11307569 (England and Wales)

AUDITORS:

Galloways Accounting

Statutory Auditors

15 West Street

Brighton

East Sussex

BN1 2RL

FIXED ASSETS

Investments

4

CURRENT ASSETS

Debtors

5

49,340,850

32,445,923

CREDITORS

Amounts falling due within one year

6

(49,340,850

)

(32,445,923

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4

CAPITAL AND RESERVES

Called up share capital

7

14

Share premium

144,990

Retained earnings

(145,000

)

(145,000

)

SHAREHOLDERS' FUNDS

4

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2025 and were signed on its behalf by:

S A Macrae - Director

F L J De Ryckman De Betz - Director

1.	STATUTORY INFORMATION

Hold Topco Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Hold Topco Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Going concern

The company is reliant on financial support from related parties. The directors have received confirmation that this financial support will be provided for a period to 31 December 2026 and it is therefore the directors' opinion that the application of the going concern basis is appropriate for the preparation of the company's financial statements.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Financial instruments

The Company has elected to apply the provisions of Section 11 "Basic Financial Instruments" 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, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other parables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade parables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade parables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Interest income

Interest income is recognised in the profit or loss using the effective interest method.

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

4

NET BOOK VALUE

At 31 December 2024

4

At 31 December 2023

4

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Amounts owed by group undertakings

49,340,846

32,445,919

Other debtors

4

49,340,850

32,445,923

Amounts owed by group undertakings are unsecured, have no fixed date of repayment and are payable on demand. At the balance sheet date, the loans carried interest at rates ranging between 0% and 5.15% per annum.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Amounts owed to group undertakings

47,640,846

32,445,919

Other creditors

1,700,004

4

49,340,850

32,445,923

Amounts due to group undertakings are unsecured, have no fixed date of repayment and are repayable on demand. At the balance sheet date, the loans carried interest at rates ranging between 0% and 5.15% per annum.

7.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

value:

£

1,000

Ordinary

0.01

10

400

Ordinary B

0.01

4

14

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Neil Morris BSc FCCA (Senior Statutory Auditor)

For and on behalf of Galloways Accounting

9.	RELATED PARTY DISCLOSURES

Balances owed by and to group undertakings and the terms attributable to them are disclosed in notes 5 and 6 to the financial statements.

During the year, the company received interest income of £742,157 from a fellow group undertaking and paid interest of £742,157 to another fellow group undertaking.

In the opinion of the directors, there is no ultimate controlling party of the company.