REGISTERED NUMBER: 13898922 (England and Wales)

SUMMER TOPCO LIMITED

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Report of the Directors

2

Independent Auditors' Report

5

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

Directors:

N A Heslop

K C L Sand

J E Hawkins

S Adebiyi

J O A Dibb

Registered office:

Cassini Court

Randalls Way

Leatherhead

Surrey

KT22 7TW

Registered number:

13898922 (England and Wales)

Auditors:

Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

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

Principal activity

The principle activity of the company in the period under review was that of a holding company.

The principle activity of the group in the period under review was that of the collation and distribution of information and also the provision of regulatory and compliance software solutions to the healthcare and pharmaceutical industry.

Review of business

The group reported a loss in the year of £18,268,880 (2023: £16,945,193) and has net liabilities of £48,733,918 (2023: £33,229,294). The loss in year is after charging goodwill amortisation of £7,755,598 (2023: £7,663,213), preference share interest of £10,935,371 (2023: £9,934,035) and one time cost for purchase of subsidiary of £173,430 (2023: £nil). The group is funded by way of cash at bank, trading working capital, preference shares and ordinary share capital. The preference shares are non-redeemable shares that accumulate PIK interest at 12% and are only redeemable upon sale of the group, listing or through a refinancing event.

The group generated profits from operations of £595,519 (2023: £652,055) after adjusting for goodwill amortisation, preference share interest and one time costs associated with the purchase of subsidiary and operating cashflows of £3,165,265 (2023: £2,042,077).

The group has cash at bank of £6,883,271 (2023: £5,677,983) and the Directors are of the opinion that the group will continue to generate profits from operating activities and operating cashflows benefitting from a positive net working capital cycle so are able to meet its liabilities as they fall due.

Dividends

No dividends were distributed for the year ended 31 December 2024.

Future developments

The directors confirm that they have had regard to their duties under Section 172 of the Companies Act 2006, including the need to consider the long-term consequences of decisions, the interests of employees, and the impact of the company's operations on the community and environment.

Events since the end of the year

Information relating to events since the end of the year is given in the notes to the financial statements.

Directors

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

N A Heslop

K C L Sand

Other changes in directors holding office are as follows:

P D Facchino - resigned 1 July 2024

N E Rotherham - resigned 31 December 2024

R Cooper - resigned 3 September 2025

J E Hawkins - appointed 8 January 2025, being after 31 December 2024 but prior to the date of this report.

S Adebiyi - appointed 1 May 2025, being after 31 December 2024 but prior to the date of this report.

J O A Dibb - appointed 1 May 2025, being after 31 December 2024 but prior to the date of this report.

Share buy-back

In the year ended 31 December 2023, it was agreed that Summer Topco Limited would buyback a number of senior preferred shares held by the ultimate controlling party of the company and the Group, CGE Partners LLP. This process was undertaken to utilise surplus cash in the Group.

At the time of purchase, the company assessed that there were adequate distributable reserves and the process was completed, however, due to the impact of a prior year adjustment, disclosed in the accounts for the period to 31 December 2023, it meant that the reserves were rendered inadequate for this purpose.

The company has rectified this position in the accounts for the year ended 31 December 2023 and 2024. For the accounts for the year ended 31 December 2024 the details of the share buyback are as follows.

Number of Shares Purchased - 2,751,256

Nominal Value of shares - £1.00

Consideration Paid - £3,000,000.78

Statement of directors' responsibilities

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of 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 judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

On behalf of the board:

J O A Dibb - Director

29 September 2025

Opinion

We have audited the financial statements of Summer 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 Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 Financial Reporting Standard 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 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; and

-	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 Auditors' 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 and 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 contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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 group 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:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with the directors and other management, and from our commercial knowledge and experience of the company's sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested a sample of journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance; and

- enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry 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 Auditors' 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 Auditors' 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.

Nicholas Winters (Senior Statutory Auditor)

for and on behalf of Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

29 September 2025

TURNOVER

4

10,245,027

7,617,712

Cost of sales

(546,565

)

(509,939

)

GROSS PROFIT

9,698,462

7,107,773

Administrative expenses

(17,326,313

)

(14,413,561

)

(7,627,851

)

(7,305,788

)

Other operating income

541,095

307,245

OPERATING LOSS

6

(7,086,756

)

(6,998,543

)

Interest receivable and similar income

6,504

59,651

(7,080,252

)

(6,938,892

)

Interest payable and similar expenses

7

(10,935,468

)

(9,934,035

)

LOSS BEFORE TAXATION

(18,015,720

)

(16,872,927

)

Tax on loss

8

(253,160

)

(72,266

)

LOSS FOR THE FINANCIAL YEAR

(18,268,880

)

(16,945,193

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(18,268,880

)

(16,945,193

)

Loss attributable to:

Owners of the parent

(18,268,880

)

(16,945,193

)

Total comprehensive income attributable to:

Owners of the parent

(18,268,880

)

(16,945,193

)

FIXED ASSETS

Intangible assets

10

56,706,520

62,418,446

Tangible assets

11

216,579

251,693

Investments

12

-

-

56,923,099

62,670,139

CURRENT ASSETS

Debtors

13

4,817,818

5,379,437

Cash at bank

6,883,271

5,677,983

11,701,089

11,057,420

CREDITORS

Amounts falling due within one year

14

(2,424,380

)

(2,551,729

)

NET CURRENT ASSETS

9,276,709

8,505,691

TOTAL ASSETS LESS CURRENT LIABILITIES

66,199,808

71,175,830

CREDITORS

Amounts falling due after more than one year

15

(104,900,261

)

(95,746,146

)

PROVISIONS FOR LIABILITIES

18

(75,000

)

-

ACCRUALS AND DEFERRED INCOME

19

(9,958,465

)

(8,658,978

)

NET LIABILITIES

(48,733,918

)

(33,229,294

)

CAPITAL AND RESERVES

Called up share capital

20

910,000

900,000

Share premium

21

3,000

-

Capital redemption reserve

21

2,751,256

-

Retained earnings

21

(52,398,174

)

(34,129,294

)

SHAREHOLDERS' FUNDS

(48,733,918

)

(33,229,294

)

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

J O A Dibb - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

2

2

2

2

CURRENT ASSETS

Debtors

13

99,472,130

94,455,789

CREDITORS

Amounts falling due within one year

14

(771,703

)

(3,957,023

)

NET CURRENT ASSETS

98,700,427

90,498,766

TOTAL ASSETS LESS CURRENT LIABILITIES

98,700,429

90,498,768

CREDITORS

Amounts falling due after more than one year

15

(103,930,261

)

(95,746,146

)

NET LIABILITIES

(5,229,832

)

(5,247,378

)

CAPITAL AND RESERVES

Called up share capital

20

910,000

900,000

Share premium

21

3,000

-

Capital redemption reserve

21

2,751,256

-

Retained earnings

21

(8,894,088

)

(6,147,378

)

SHAREHOLDERS' FUNDS

(5,229,832

)

(5,247,378

)

Company's loss for the financial year

(2,746,710

)

(2,104,525

)

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

J O A Dibb - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

895,000

(14,432,845

)

-

-

(13,537,845

)

Changes in equity

Total comprehensive income

-

(19,696,449

)

-

-

(19,696,449

)

Issue of share capital

5,000

-

-

-

5,000

Balance at 31 December 2023

900,000

(34,129,294

)

-

-

(33,229,294

)

Changes in equity

Total comprehensive income

-

(18,268,880

)

-

2,751,256

(15,517,624

)

Issue of share capital

10,000

-

3,000

-

13,000

Balance at 31 December 2024

910,000

(52,398,174

)

3,000

2,751,256

(48,733,918

)

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

895,000

(1,291,597

)

-

-

(396,597

)

Changes in equity

Total comprehensive income

-

(4,855,781

)

-

-

(4,855,781

)

Issue of share capital

5,000

-

-

-

5,000

Balance at 31 December 2023

900,000

(6,147,378

)

-

-

(5,247,378

)

Changes in equity

Total comprehensive income

-

(2,746,710

)

-

2,751,256

4,546

Issue of share capital

10,000

-

3,000

-

13,000

Balance at 31 December 2024

910,000

(8,894,088

)

3,000

2,751,256

(5,229,832

)

Cash flows from operating activities

Cash generated from operations

1

3,165,265

2,042,077

Interest paid

(97

)

-

Tax paid

(24,150

)

-

Taxation rebate

-

106,186

Net cash from operating activities

3,141,018

2,148,263

Cash flows from investing activities

Purchase of tangible fixed assets

(32,325

)

(248,650

)

Acquisition of subsidiary

(2,082,748

)

-

Cash received on acquisition

89,076

-

Interest received

6,504

59,651

Net cash from investing activities

(2,019,493

)

(188,999

)

Cash flows from financing activities

Loans repaid by directors

70,763

-

Amount withdrawn by directors

-

(70,763

)

Share issues

13,000

5,000

Preference share buyback

-

(2,751,257

)

Preference share interest paid

-

(248,744

)

Net cash from financing activities

83,763

(3,065,764

)

Increase/(decrease) in cash and cash equivalents

1,205,288

(1,106,500

)

Cash and cash equivalents at beginning of year

2

5,677,983

6,784,483

Cash and cash equivalents at end of year

2

6,883,271

5,677,983

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before taxation

(18,015,720

)

(16,872,927

)

Depreciation charges

7,823,037

7,684,191

R&D expenditure credit

(541,095

)

(307,245

)

Finance costs

10,935,468

9,934,035

Finance income

(6,504

)

(59,651

)

195,186

378,403

Decrease/(increase) in trade and other debtors

826,965

(1,985,635

)

Increase in trade and other creditors

2,143,114

3,649,309

Cash generated from operations

3,165,265

2,042,077

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

6,883,271

5,677,983

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

5,677,983

6,784,483

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

5,677,983

1,205,288

6,883,271

5,677,983

1,205,288

6,883,271

Debt

Debts falling due after 1 year

(95,746,146

)

(8,184,115

)

(103,930,261

)

(95,746,146

)

(8,184,115

)

(103,930,261

)

Total

(90,068,163

)

(6,978,827

)

(97,046,990

)

1.	STATUTORY INFORMATION

Summer Topco Limited 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 General Information page.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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" and the Companies Act 2006. The financial statements are prepared under the historical cost convention and modified to include certain items at fair value as explained further below.

The company has taken advantage of the exemption permitted under FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and has not presented its own Statement of Cash Flow in these financial statements.

Basis of consolidation

The Group and all its subsidiary undertakings are consolidated. Intercompany transactions and balances among Group companies are eliminated in full.

Business acquisitions are accounted for using the purchase method of accounting under FRS 102, Section 19 Business Combinations. In the balance sheet, the acquiree's identifiable assets and liabilities are initially recognised at fair value at the date of acquisition (which is the date on which control is passed to the parent). The results of the acquired operations are included in the consolidated Statement of Comprehensive Income from the date of acquisition.

Going concern

The directors have considered post year end trading, financial results and cash reserves and after making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence and will continue to meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements are approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Turnover

Turnover is measured at the fair value of the consideration receivable for the sale of services in the ordinary course of the business, excluding discounts and value added tax. Where the group enters a contract for the provision of services which extend over a period of time, turnover is recognised in the period in which services are provided in accordance with the stage of completion of the transaction.

Goodwill

Goodwill represents the excess of the fair value of purchase consideration over the groups's interest in the fair value of net assets and liabilities acquired.

Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Office equipment - 50% on cost

Fixtures & fittings - 20% on cost

Tangible fixed assets are stated at their historic cost price less accumulated depreciation. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for use. The assets residual values, useful lives and depreciation methods are reviewed if there is an indication of significant change since the last reporting date.

On disposal the difference between net proceeds and carrying amount of the item sold is recognised in administrative expenses.

Financial instruments

Financial instruments are classified by the directors as basic or other following the conditions in FRS 102 Section 11. Basic financial instruments are recognised at amortised cost. The group has no other financial instruments.

Trade debtors are recognised and carried forward at invoiced amounts less provision for doubtful debts. All other debtors are recognised at transaction price less impairment if applicable.

Cash at bank and in hand comprises of cash that is readily available for use within the business and is held at financial institutions or as cash in hand.

Creditors are measured and carried forward at the transaction price.

Taxation

Taxation for the year comprises current and deferred tax. 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Where applicable, the company claims the research and development expenditure credit available and this is shown within other operating income with the relevant tax charge reported within taxation.