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Sulis TopCo Limited

Annual Report and Financial Statements
Period from 13 December 2023 to 31 December 2024

Registration number: 15348486

 

Sulis TopCo Limited

Contents

Balance Sheet

1

Notes to the Financial Statements

2 to 6

 

Sulis TopCo Limited

Balance Sheet

31 December 2024

Note

2024
£

Fixed assets

 

Investments

4

1

Debtors

5

45,738,493

 

45,738,494

Current assets

 

Debtors

5

1

Cash at bank and in hand

 

10

 

11

Creditors: Amounts falling due within one year

6

(3)

Net current assets

 

8

Total assets less current liabilities

 

45,738,502

Creditors: Amounts falling due after more than one year

6

(45,738,493)

Net assets

 

9

Capital and reserves

 

Called up share capital

8

1

Profit and loss account

8

Shareholders' funds

 

9

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 5 September 2025 and signed on its behalf by:
 

.........................................
Mr C D Bennett
Director

Company Registration Number: 15348486

 

Sulis TopCo Limited

Notes to the Financial Statements

Period from 13 December 2023 to 31 December 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
35 and 35a The Maltings
Lower Charlton Trading Estate
Shepton Mallet
Somerset
BA4 5QE
United Kingdom

2

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.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK 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.

Group accounts not prepared

The financial statements contain information about Sulis TopCo Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by section 400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in group accounts of a larger UK group.

Disclosure of long or short period

The company has prepared a long first period of account to allign with the ultimate parent undertaking.

 

Sulis TopCo Limited

Notes to the Financial Statements

Period from 13 December 2023 to 31 December 2024

Going concern

The financial statements have been prepared on a going concern basis.

In making their going concern assessment, the directors have obtained confirmation that the ultimate parent undertaking and other group companies will continue to provide financial and non financial support to the company for the foreseeable future, being at least 12 months from approval of the financial statements.

The directors have obtained confirmation that the amounts due to group companies, whilst considered repayable on demand, will only be called in when there are sufficient funds to do so and not in detriment to third party creditors.

The directors have also considered the ability of the ultimate parent undertaking and other group companies ability to provide financial and non financial support for the foreseeable future.

As such, the directors believe that the going concern basis to be appropriate.

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 corporation 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 company operates and generates taxable income.

Investments

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Balances with group undertakings; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.


 

 

Sulis TopCo Limited

Notes to the Financial Statements

Period from 13 December 2023 to 31 December 2024

3

Staff numbers

The average number of persons employed by the company (including directors) during the period, was 0.

4

Investments

2024
£

Investments in subsidiaries

1

Subsidiaries

£

Cost or valuation

Additions

1

Provision

Carrying amount

At 31 December 2024

1

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company 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

Subsidiary undertakings

Sulis MidCo 1 Limited

Same as the company

Ordinary shares

100%

Subsidiary undertakings

Sulis MidCo 1 Limited

The principal activity of Sulis MidCo 1 Limited is that of a holding company.

 

Sulis TopCo Limited

Notes to the Financial Statements

Period from 13 December 2023 to 31 December 2024

5

Debtors

2024
£

Amounts owed by group undertakings

45,738,493

Other debtors

1

Less non-current portion

(45,738,493)

1

Borrowings due from group undertakings are due for repayment 5 years from drawdown and carry an interest rate of 3% plus SONIA. The borrowings are unsecurred.

6

Creditors

Creditors: amounts falling due within one year

2024
£

Due within one year

Amounts owed to group undertakings

2

Other creditors

1

3

Creditors: amounts falling due after more than one year

Note

2024
£

Due after one year

 

Loans and borrowings

7

45,738,493

7

Loans and borrowings

Non-current loans and borrowings

2024
£

Amounts due to group undertakings

45,738,493

Borrowings due to group undertakings are due for repayment 5 years from drawdown and carry an interest rate of 3% plus SONIA. The borrowings are unsecured.

 

Sulis TopCo Limited

Notes to the Financial Statements

Period from 13 December 2023 to 31 December 2024

8

Share capital

Allotted, called up and fully paid shares

2024

No.

£

Ordinary shares of £1 each

1

1

   

9

Related party transactions

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other wholly owned subsidiaries within the group.

10

Parent and ultimate parent undertaking

The immediate parent company is BSR Group Holdings Limited, a company registered in England & Wales. The ultimate parent company is Owl TopCo 1 Limited, a company registered in England & Wales.

The smallest group in which the results of the company are consolidated is that headed by BSR Group Holdings Limited, a company registered in England & Wales. The largest group in which the results of the company is consolidated is that headed by Owl TopCo 1 Limited, a company registered in England & Wales. Copies of the publicly available consolidated financial statements may be obtained from the Registrar of Companies.

The directors do not consider there to be any individual who has ultimate control.

11

Audit report

The Independent Auditors' Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report was Tom Beable (FCA), who signed for and on behalf of PKF Francis Clark on 25 September 2025.