Registration number:
Accelerate Topco Limited
for the Year Ended 31 December 2024
Accelerate Topco Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Company Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Company Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Company Statement of Cash Flows |
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Notes to the Financial Statements |
Accelerate Topco Limited
Company Information
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Directors |
Mr F I O'Kane Mr A L Johnston Mr T J Elliott Mr A Cavey Mr D R Jackson |
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Registered office |
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Solicitors |
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Bankers |
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Auditors |
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Accelerate Topco Limited
Strategic Report for the Year Ended 31 December 2024
Introduction
The directors present their Strategic Report and audited consolidated financial statements for the year ended 31 December 2024.
The report details the trading performance of Xperience Group (“Xperience”) over the 12 months from 1 January 2024 to 31 December 2024. Accelerate Topco Limited remains the ultimate holding company of the Xperience Group and will continue as such for the foreseeable future.
Xperience is a market leading digital solutions specialist, empowering customers across the UK & Ireland to achieve growth and transformation. We provide a comprehensive suite of digital solutions, principally focused on:
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Managed IT and cloud: delivering reliable and scalable technology infrastructure and support. |
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Business applications: implementing and optimising solutions to enhance operational efficiency and insight. |
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Cyber security: protecting businesses from evolving threats with robust security measures. |
Xperience's strategy to grow, both organically and through targeted acquisitions, and to continue to be the trusted advisor to SME organisations in the UK & Ireland.
Business Review and Key Performance Indicators
In the year to December 2024, Xperience delivered impressive revenue and EBITDA growth, driven by strong organic expansion across all our solutions and further amplified by strategic acquisitions.
The group's key financial and other performance indicators during the year were as follows:
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Financial KPIs |
Unit |
2024 |
2023 |
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Turnover |
£'000 |
31,492 |
23,687 |
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Gross Profit |
£'000 |
18,107 |
13,973 |
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Adjusted EBITDA |
£'000 |
4,079 |
2,832 |
|
Proforma Adjusted EBITDA |
£'000 |
4,973 |
3,804 |
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Turnover growth |
% |
33 |
16 |
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Recurring revenue |
% |
74 |
72 |
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Adjusted EBITDA Margin |
% |
13 |
12 |
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Adjusted EBITDA Growth |
% |
44 |
15 |
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Closing FTE |
224 |
188 |
In the year to December 2024, revenue was up 33% to £31.5m (2023: £23.7m). Turnover from recurring revenue is now 74% (2022: 72%) of total turnover, representing a growth in annual recurring revenue of 37% to £23.2m (2023: £17m). The strong recurring revenue base underpins the resilience of the business and reflects the strong levels of customer satisfaction and retention. The Group achieved a customer satisfaction score of over 95% (based on over 8,000 individual scores from our customers).
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Adjusted EBITDA is earnings before interest, tax, depreciation and amortisation (EBITDA) and before exceptional costs. |
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Proforma Adjusted EBITDA is earnings before interest, tax, depreciation and amortisation (EBITDA) and before exceptional costs and recognises a full 12 month contribution from the acquisition made in 2024. |
Accelerate Topco Limited
Strategic Report for the Year Ended 31 December 2024
The core Business, excluding the acquisition of CSSCloud (“CSS”) delivered organic revenue growth demonstrating strong core trading performance. CSS was acquired in December 2024, a Microsoft IT specialist with over 20 years’ experience. The acquisition supports the Group’s existing Microsoft capabilities providing IT services to UK SMEs and further bolsters the Group’s presence in the East of England.
On a pro-forma basis (which takes account of the CSS acquisition) Adjusted EBITDA increased by 31%, reflecting core organic growth, accretive acquisition and operational excellence delivering margin growth.
Operational excellence continued to be a key priority in 2024. We continued the implementation of a company-wide operating system and are strategically leveraging Artificial Intelligence (AI) to unlock deeper insights and drive further efficiencies across our operations. A key initiative during the year was the establishment of a support hub in South Africa, which has enabled us to efficiently scale our capacity and maintain our commitment to delivering outstanding service to our expanding client base.
Servicing Offerings
Xperience leverages the latest technologies in Business Applications, Data and AI, Modern Workplace, Azure, private cloud, managed IT and cyber security, alongside our deep sector expertise. Our goal is to deliver a suite of solutions that meets the evolving needs of our clients and helps them build for the future.
A prime example of this commitment is the ongoing investment and innovation in our Microsoft Business Central propositions: Contracts365 and Service365. Contracts365 is Xperience’s ERP solution tailored for the construction industry, while Service365 is designed for the facilities management sector. The Group continues to enhance these proprietary offerings. Notable updates in the last year have included, integrating a timesheet portal into our Contracts365 solution, building a fundraising & engagement Dynamics module bespoke for Not for Profit (NfP) clients and further expanding the functionality of our Business Central solution for NfP Clients.
Xperience’s Cyber offering continues to evolve to help our clients address the rapidly changing threat landscape. The introduction of ML and AI is accelerating detection and containment actions across our cyber security services which includes; a purpose-built in-house SOC offering, 24/7 MDR for Security Information and Event Management (SIEM), Endpoint and Identity monitoring, supported by a dedicated penetration testing and cyber consultancy team. Our cyber revenue is growing at 100%+ per annum, making it an increasingly vital component of our service portfolio.
Finally, we are continuing to develop our Data & AI offering, including supporting clients on data management needs through the deployment of modern datalake platforms built on the Microsoft Cloud and leveraging Microsoft AI capabilities to drive competitive advantage.
People
Xperience is dedicated to fostering a safe, challenging and rewarding environment where individuals can progress both professionally and personally. Our people are critical to the ongoing success of the Group. We invest in our people through technical and non-technical training, competitive remuneration, generous holiday allowances, wellbeing initiatives, and a dedicated People team focused on retention and talent attraction. We are pleased that our people surveys consistently report very high employee engagement and this is reinforced by external benchmarking.
Xperience continues to progress its Environmental, Social and Governance (“ESG”) activities, key initiatives in the last year include:
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Formation of an ESG committee; |
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Carbon footprint audit and targeting annual reductions in carbon emissions; |
Accelerate Topco Limited
Strategic Report for the Year Ended 31 December 2024
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Introduction of an employee volunteering policy; |
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Launch of electric vehicle salary sacrifice; |
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Review of office energy supplier; and |
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DEI Awareness training launched. |
Future Developments
Acquisitions remain a key component of our sustainable growth strategy, and we continue to look for new M&A opportunities to expand and enhance the range of services that we offer to our clients.
The Group is well-positioned as we enter the new financial year (FY25) to maintain our long-standing track record of organic growth, complemented by accretive acquisitions. We have a strong revenue run-rate and order book, and we are looking to further leverage the significant investment we have made into core systems, technical expertise, and our product solutions to meet the increasing demand for our services.
Principal risks and uncertainties
Xperience operates in a competitive environment. The diversity of our customer base and the strong focus on customer retention and outstanding service mitigate the risk associated with retaining and growing the customer base.
The Directors are aware that acquisitions bring associated operational risk. To mitigate this risk, Xperience has a disciplined approach to acquisitions with a strict criteria and acquisitions are subject to due diligence and integration planning.
The retention of our quality team and attraction of new staff is essential for our continued performance and growth and this remains a key focus area for our dedicated people team.
The Directors are aware of financial risks, the Company operates strong processes for monthly cash collection and monitoring the credit rating of new and existing clients. The Company monitors its liquidity risk daily by updating its cash flow forecasts to ensure it can continue to meet its operational commitments.
Approved and authorised by the
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Accelerate Topco Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the group
The directors who held office during the year were as follows:
Statement of Directors' Responsibilities
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 of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Dividends
The directors do not recommend the payment of a dividend.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Accelerate Topco Limited
Directors' Report for the Year Ended 31 December 2024
Approved and authorised by the
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Accelerate Topco Limited
Independent Auditor's Report to the Members of Accelerate Topco Limited
Opinion
We have audited the financial statements of Accelerate Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows, Company Statement of Cash Flows, and 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 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; 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 auditor 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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
Accelerate Topco Limited
Independent Auditor's Report to the Members of Accelerate Topco Limited
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
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 Directors' Report, set out on page 4, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with the directors and other management (as required by auditing standards); |
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We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting and taxation legislation. We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items; |
Accelerate Topco Limited
Independent Auditor's Report to the Members of Accelerate Topco Limited
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With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the Directors; |
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We communicated applicable laws and regulations throughout our audit team and remained alert to any indications of non-compliance throughout the audit; |
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We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries, and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential basis; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business; and |
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Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. |
A further description of our responsibilities is available 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.
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For and on behalf of
26 Linenhall Street
Belfast
BT2 8BG
Accelerate Topco Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
31 December |
18 October 2022 - 31 December |
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|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
(4,652,569) |
(3,860,450) |
||
|
Loss before tax |
( |
( |
|
|
Income tax expense |
1,542 |
(49,982) |
|
|
Loss for the financial year |
( |
( |
|
|
Loss attributable to: |
|||
|
Owners of the company |
( |
( |
The group has no recognised gains or losses for the year other than the results above.
Accelerate Topco Limited
(Registration number: 14427110)
Consolidated Balance Sheet as at 31 December 2024
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Note |
31 December |
31 December |
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Fixed assets |
|||
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Intangible assets |
|
|
|
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Tangible assets |
|
|
|
|
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||
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Current assets |
|||
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Stocks |
|
|
|
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Debtors |
|
|
|
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Cash at bank and in hand |
|
|
|
|
|
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||
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Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current (liabilities)/assets |
( |
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
9,684 |
9,660 |
|
|
Share premium reserve |
1,029,121 |
1,005,525 |
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Retained earnings |
(12,358,684) |
(6,042,654) |
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|
Equity attributable to owners of the company |
(11,319,879) |
(5,027,469) |
|
|
Shareholders' deficit |
(11,319,879) |
(5,027,469) |
Approved and authorised by the
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Accelerate Topco Limited
(Registration number: 14427110)
Company Balance Sheet as at 31 December 2024
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Note |
31 December |
31 December |
|
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Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
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Debtors |
|
|
|
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Cash at bank and in hand |
|
- |
|
|
|
|
||
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Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
9,684 |
9,660 |
|
|
Share premium reserve |
1,029,121 |
1,005,525 |
|
|
Retained earnings |
(3,876,094) |
(1,882,719) |
|
|
Shareholders' deficit |
(2,837,289) |
(867,534) |
The company made a loss after tax for the financial year of £1,993,375 (2023 - loss of £1,882,719).
Approved and authorised by the
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Accelerate Topco Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Share premium |
Retained earnings |
Total equity |
|
|
At 1 January 2024 |
|
|
( |
( |
|
Loss for the year |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
At 31 December 2024 |
|
|
( |
( |
|
Share capital |
Share premium |
Retained earnings |
Total equity |
|
|
At 18 October 2022 |
|
- |
- |
|
|
Loss for the period |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
At 31 December 2023 |
9,660 |
1,005,525 |
(6,042,654) |
(5,027,469) |
Accelerate Topco Limited
Company Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
( |
( |
|
Loss for the year |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
At 31 December 2024 |
|
|
( |
( |
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 18 October 2022 |
|
- |
- |
|
|
Loss for the period |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
At 31 December 2023 |
9,660 |
1,005,525 |
(1,882,719) |
(867,534) |
Accelerate Topco Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
31 December |
31 December |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
( |
- |
|
|
|
|
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Increase in debtors |
( |
( |
|
|
Increase in creditors |
|
|
|
|
Increase in provisions |
|
- |
|
|
Cash generated from operations |
|
|
|
|
Income taxes received |
|
- |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisition of subsidiaries |
( |
( |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
- |
|
|
Acquisition of intangible assets |
( |
( |
|
|
Government grant income |
- |
|
|
|
Group financing activities |
( |
|
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
|
Proceeds from bank borrowing draw downs |
|
|
|
|
Proceeds from issue of shares classified as liabilities |
|
|
|
|
Net cash flows from financing activities |
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 January |
|
- |
|
|
Cash and cash equivalents at 31 December |
3,279,646 |
3,059,497 |
|
Accelerate Topco Limited
Company Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
31 December |
31 December |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Finance costs |
|
- |
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
Decrease in debtors |
( |
( |
|
|
Increase in creditors |
|
|
|
|
Net cash flow from operating activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
|
Proceeds from issue of shares classified as liabilities |
|
|
|
|
Net cash flows from financing activities |
|
|
|
|
Net increase in cash and cash equivalents |
|
- |
|
|
Cash and cash equivalents at 1 January |
- |
- |
|
|
Cash and cash equivalents at 31 December |
17,208 |
- |
|
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales. The registration number is 14427110.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Management's 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.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are prepared in sterling, which is the functional currency of the entity. The level of rounding is to the nearest £.
Going concern
The financial statements have been prepared on a going concern basis.
The Directors have prepared detailed projections of the subsidiary undertakings. These projections taking account of reasonable possible changes in trading performance, show that the Company will be able to operate within the level of its facilities.
After reviewing the Group's forecasts and projections, the directors have an expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Summary of disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102 paragraphs 1.8 to 1.12. The following exemptions available under FRS 102 in respect of certain disclosures have been applied:
(a) No disclosure has been given for the aggregate remuneration of key management personnel.
(b) The disclosures required by FRS 102 for Basic Financial Instruments and Other Financial Instruments Issues have not been applied
(c) The company has taken advantage of the exemption under section 408 of the Companies Act 2006 and FRS 102 from presenting its own profit and loss account..
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
All subsidiaries within the group are reporting to the the same financial year-end of 31 December 2024. With the exception of CSS Cloud Limited, which was acquired during the year and has a financial period-end of 31 December 2025.
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Government grants
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received.
Government grants are recognised using the accrual model and the performance model.
Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable.
Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset.
Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when 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 and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the company balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold property |
2% Straight Line |
|
Plant and machinery |
25% Straight Line |
|
Fixtures and fittings |
20% Straight Line |
|
Motor vehicles |
25% Reducing Balance |
|
Equipment |
20% Straight Line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10% Straight Line |
|
Development costs |
20% Straight Line |
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any
accumulated impairment losses.
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.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the company profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
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.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Financial instruments
Classification
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.
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
31 December |
18 October 2022 - 31 December |
|
|
Sale of goods |
|
|
The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Operating loss |
Arrived at after charging/(crediting)
|
31 December |
(As Restated) |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Impairment loss |
- |
|
|
Exceptional administrative costs |
|
|
|
Foreign exchange (gains)/losses |
( |
|
Exceptional costs primarily relate to one-off integration costs, for comparative purposes, prior year exceptional costs have been presented.
|
Government grants |
The amount of grants recognised in the financial statements was £Nil (2023 - £
|
Other interest receivable and similar income |
|
31 December |
18 October 2022 - 31 December |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
31 December |
18 October 2022 - 31 December |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest expense on other finance liabilities |
|
|
|
Foreign exchange (losses)/gains |
( |
|
|
|
|
Interest expense on other finance liabilities relates to accrued interest on loan notes and shares classed as financial liabilities.
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
31 December |
18 October 2022 - 31 December |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
31 December |
18 October 2022 - 31 December |
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
31 December |
18 October 2022 - 31 December |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
31 December |
18 October 2022 - 31 December |
|
|
Audit of these financial statements and its subsidiaries |
42,831 |
23,900 |
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
31 December |
18 October 2022 - 31 December |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
|
Deferred tax
Group
|
Intangible assets |
Group
|
Goodwill |
Development costs |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 |
|
|
|
|
Additions internally developed |
- |
|
|
|
Additions acquired separately |
- |
|
|
|
Acquired through business combinations |
|
- |
|
|
Disposals |
( |
- |
( |
|
At 31 December 2024 |
|
|
|
|
Amortisation |
|||
|
At 1 January 2024 |
|
|
|
|
Amortisation charge |
|
|
|
|
Amortisation eliminated on disposals |
( |
- |
( |
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
|
|
|
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
Group
|
Land and buildings |
Fixtures and fittings |
Plant and machinery |
Equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
||||||
|
At 1 January 2024 |
|
|
|
|
|
|
|
Additions |
|
|
|
|
- |
|
|
Acquired through business combinations |
- |
- |
|
- |
- |
|
|
Disposals |
- |
( |
( |
- |
- |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
|
Depreciation |
||||||
|
At 1 January 2024 |
|
|
|
|
|
|
|
Charge for the year |
|
|
|
|
- |
|
|
At 31 December 2024 |
|
|
|
|
|
|
|
Carrying amount |
||||||
|
At 31 December 2024 |
|
|
|
|
- |
|
|
At 31 December 2023 |
|
|
|
|
- |
|
Included within the net book value of land and buildings above is £665,984 (2023 - £678,547) in respect of freehold land and buildings.
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investments |
Company
|
31 December |
31 December |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Details of undertakings
Details of the investments in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
11 Ferguson Drive, Knockmore Hill Industrial Park, Lisburn, BT28 2EX |
|
|
|
|
|
11 Ferguson Drive, Knockmore Hill Industrial Park, Lisburn, BT28 2EX |
|
|
|
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
|
11 Ferguson Drive, Knockmore Hill Industrial Park, Lisburn, BT28 2EX |
|
|
|
|
|
11 Ferguson Drive, Knockmore Hill Industrial Park, Lisburn, BT28 2EX |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
11 Ferguson Drive, Knockmore Hill Industrial Park, Lisburn, BT28 2EX |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
|
|
Technology House, Western Way, Bury St. Edmunds, IP33 3SP |
|
|
|
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
* indicates direct investment of the company
Parent company guarantee
For the financial year ended 31 December 2024, the following subsidiary undertakings have taken advantage of the exemption from audit under section 479A of the Companies Act 2006, as immediate parent company has provided a guarantee under section 479C of the Act.
The parent undertaking, has guaranteed all outstanding liabilities of the following subsidiaries at the balance sheet date:
|
Company name |
Registered Number |
|
Xperience Dynamics Limited |
NI623202 |
|
Riverlite Limited |
06626740 |
|
GCC Dynamics Limited |
09645801 |
|
Ivocom Ltd |
04968303 |
|
Centre Point Software Limited |
02700302 |
|
Business combinations |
On
|
Stocks |
|
Group |
Company |
|||
|
31 December |
31 December |
31 December |
31 December |
|
|
Other inventories |
|
|
- |
- |
Group
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
31 December |
31 December |
31 December |
31 December |
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by group undertakings |
- |
- |
|
|
|
|
Prepayments |
|
|
- |
- |
|
|
Other debtors |
|
|
|
|
|
|
|
|
|
|
||
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Creditors |
|
Group |
Company |
||||
|
Note |
31 December |
31 December |
31 December |
31 December |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
|
- |
|
|
Amounts due to group undertakings |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Accruals |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Shares classed as financial liabilities |
20,681,802 |
18,759,555 |
20,640,796 |
18,759,555 |
|
|
Loan notes |
17,836,739 |
16,182,759 |
- |
- |
|
|
|
|
|
|
||
On the 9th February 2023 a charge was registered by Investec Bank being a fixed and floating charge over the property or undertakings of both the parent company and the subsidiaries.
|
Provisions for liabilities |
Group
|
Deferred tax |
Other provisions |
Total |
|
|
At 1 January 2024 |
|
- |
|
|
Increase (decrease) in existing provisions |
( |
|
|
|
At 31 December 2024 |
|
|
|
|
|
|||
Accelerate Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
|
Share capital |
Allotted, called up and fully paid shares
|
31 December |
31 December |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
4,679 |
|
4,679 |
|
|
|
3,425 |
|
3,401 |
|
|
|
1,580 |
|
1,580 |
|
|
|
|
|
|
Amounts presented in liabilities
|
31 December |
31 December |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
20,640,796 |
|
18,759,555 |
|
Reserves |
Group
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.