Registered number: 15409104
CIDRON ARLBERG TOPCO LIMITED
CONSOLIDATED
FOR THE PERIOD ENDED 31 DECEMBER 2024
CIDRON ARLBERG TOPCO LIMITED
COMPANY INFORMATION
CIDRON ARLBERG TOPCO LIMITED
CONTENTS
CIDRON ARLBERG TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The principal activity of the company is the development of software components and provision of professional services to the financial community and other IT related companies.
The company has enjoyed a successful presence in the UK for many years and has dedicated offices in London, New-York, Paris, Singapore, and Sydney. Each office is responsible for the business development activities in their respective regions, whilst R&D activities are primarily located in Paris, London and New-York.
On the 27th of February 2024, Nordic Capital acquired a majority stake in Quartet Financial Systems Inc. dba ActiveViam, to support its next phase of growth. The investment is made in partnership with ActiveViam’s founders and management to support and accelerate continued high-growth and expansion. The aim is to realise ActiveViam’s potential of improving the ever-growing needs of financial institutions’ regulatory compliance and real-time monitoring — as well as deep historical analysis — of performance, risk management and financial planning.
Our core market (financial services), has remained strong with significant expansion in existing clients accounts, as well as new logos. On the back of strong market activity, the company sustained its investment programs in go to market functions, customer success and Research & Development. The company has recorded a turnover of USD38m and a total comprehensive loss of USD56.1m for the period, of which USD55m were non-cash items resulting of acquisition accounting.
On the 27th of February 2024, Nordic Capital acquired a majority stake in Quartet Financial Systems Inc. dba ActiveViam, to support its next phase of growth. The investment is made in partnership with ActiveViam’s founders and management to support and accelerate continued high-growth and expansion. The aim is to realise ActiveViam’s potential of improving the ever-growing needs of financial institutions’ regulatory compliance and real-time monitoring — as well as deep historical analysis — of performance, risk management and financial planning.
Our core market (financial services), has remained strong with significant expansion in existing clients accounts, as well as new logos. On the back of strong market activity, the company sustained its investment programs in go to market functions, customer success and Research & Development. The company has recorded a turnover of USD38m and a total comprehensive loss of USD56.1m for the period, of which USD55m were non-cash items resulting of acquisition accounting.
We consider that the company’s key performance indicators are those that communicate the financial performance and strength of the company as a whole, these being revenue growth, and operating profit, and net operating cash. During the year, the company's total turnover amounted to USD38.0m and an operating loss of USD28.5m of which USD26m were non-cash items resulting of acquisition accounting. In the same period, the company generated USD4.9m net operating cashflow.
We are aware that any plans for the future development of the business may be subject to unforeseen events outside of our control. As a business which trades internationally our operations are sensitive to factors such as global macro-economic events and resulting financial volatility, and global systemic events such as wars or health crises. As a software company we must remain abreast of developments in the IT infrastructure which deploy our software to ensure the market for our product remains robust under macro IT changes.
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CIDRON ARLBERG TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors acknowledge their duty under section 172, Companies Act 2006 to act in a way that they consider, in good faith, would be most likely to promote the success of the company for the benefit of the shareholders, key stakeholders and employees alike.
For that reason, the directors have made all key decisions whilst having regard to the potential impact of those decisions, both in the short-term and the long-term, on the Company’s wider ecosystem. This ecosystem includes suppliers, customers and employees but also the wider community as a whole and the physical environment and, crucial to the Company’s operations, is the Company’s continued reputation for high standards and fairness within that wider ecosystem.
This is then reflected in our Company’s values of being “customer-centric” and being ready for the present, while also being “primed” for the future. Our products and solutions are at the forefront of market data analytics, front-office risk, credit risk and many other risk areas across the global financial system. Our purpose is to empower our customers to weather uncertainty in the financial markets, particularly at a time of increased scrutiny of the compliance and resilience of the world’s financial institutions, coupled with growing macro-economic uncertainty and the resulting financial volatility.
The Company’s focus on hiring and retaining exceptional people, is central to achieving that purpose and the Company places a particular emphasis on developing staff as well as building and solidifying its presence in key financial hubs, including Paris, London, New York, Singapore and Sydney. This investment in people is at the heart of the Company’s push to innovate and develop the Company’s product strategy so that the Company is able to gain global recognition for the high-quality products and services that it offers.
For that reason, the directors have made all key decisions whilst having regard to the potential impact of those decisions, both in the short-term and the long-term, on the Company’s wider ecosystem. This ecosystem includes suppliers, customers and employees but also the wider community as a whole and the physical environment and, crucial to the Company’s operations, is the Company’s continued reputation for high standards and fairness within that wider ecosystem.
This is then reflected in our Company’s values of being “customer-centric” and being ready for the present, while also being “primed” for the future. Our products and solutions are at the forefront of market data analytics, front-office risk, credit risk and many other risk areas across the global financial system. Our purpose is to empower our customers to weather uncertainty in the financial markets, particularly at a time of increased scrutiny of the compliance and resilience of the world’s financial institutions, coupled with growing macro-economic uncertainty and the resulting financial volatility.
The Company’s focus on hiring and retaining exceptional people, is central to achieving that purpose and the Company places a particular emphasis on developing staff as well as building and solidifying its presence in key financial hubs, including Paris, London, New York, Singapore and Sydney. This investment in people is at the heart of the Company’s push to innovate and develop the Company’s product strategy so that the Company is able to gain global recognition for the high-quality products and services that it offers.
This report was approved by the board on 30 September 2025 and signed on its behalf.
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CIDRON ARLBERG TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the period ended 31 December 2024.
The loss for the period, after taxation, amounted to $55,826,013.
The Group continued to support and maintain it's relationship with their strong customer base.
Dividends of $Nil were declared during the year.
Dividends of $Nil were declared during the year.
The directors who served during the period were:
The Directors have elected to apply the Low Emission Exemption in line with SECR regulations as energy usage is below 40,000kw in the reporting period.
Research and development activities during the year were focused on developing add on business solutions and new releases to the core software product, notably the inclusion of the first AI based recommendation engine for Atoti configuration.
On February 14, 2025, the company entered into a debt agreement with an aggregate principal amount of $100,000,000 from a third-party lender. Additionally, the agreement included a $15,000,000 revolving credit facility at a rate per annum equal to the greater of (a) Term SOFR for such Interest Period and (b) 0.75%. The debt is collateralized with substantially all assets from Quartet and Subsidiaries. The Parent company is required to comply with annual recurring revenue net leverage ratio covenant as outlined in the agreement.
The auditors, Haslers, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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CIDRON ARLBERG TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
This report was approved by the board on 30 September 2025 and signed on its behalf.
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CIDRON ARLBERG TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIDRON ARLBERG TOPCO LIMITED
We have audited the financial statements of Cidron Arlberg Topco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2024 which comprise the Consolidated statement of profit or loss and other comprehensive income, the Consolidated statement of financial position, the Company Statement of financial position, the Consolidated statement of cash flows, the Company Statement of cash flows, the Consolidated statement of changes in equity, the Company Statement of changes in equity and the related notes, including a summary of significant accounting policies set out on pages 17 - 22. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.
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 and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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. Our evaluation of the directors' assessment of the Group's and the Parent Company's ability to continue to adopt the going concern basis of accounting included:
- We have reviewed the budgets and forecasts for the Cidron Arlberg Group and confirmed that the going concern basis is still appropriate.
- We have reviewed the cash flow forecasts prepared by management.
- Considered the accounting treatment of the preference share capital and the impact of this on the balance sheet.
- Considered the creditors as a result of the negative balance sheet.
- We have reviewed the cash flow forecasts prepared by management.
- Considered the accounting treatment of the preference share capital and the impact of this on the balance sheet.
- Considered the creditors as a result of the negative balance sheet.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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CIDRON ARLBERG TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIDRON ARLBERG TOPCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual report, other than the financial statements and our auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
Responsibilities of directors
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CIDRON ARLBERG TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIDRON ARLBERG TOPCO LIMITED (CONTINUED)
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 an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and
determined that the most significant are those that:
- Had a direct effect on the determination of material amounts and disclosures in the financial statements.
These include the UK Companies Act and tax legislation etc; and
- Do not have a direct effect on the financial statements but compliance with which may be fundamental to
the company's ability to operate.
We assessed the susceptibility of the company's financial statements to material misstatement, including how
fraud might occur. Audit procedures performed by the audit engagement team include:
- Identifying and testing journal entries, in particular any unusual journal entries posted and journal entries with no descriptions
- Assessing the extent of compliance with the relevant laws and regulations
- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud.
- Challenging assumptions and judgements made by management in significant accounting estimates and;
- Carrying out a review of large and unusual bank transactions
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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CIDRON ARLBERG TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIDRON ARLBERG TOPCO LIMITED (CONTINUED)
for and on behalf of
Chartered Accountants
Statutory Auditor
Old Station Road
Essex
IG10 4PL
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CIDRON ARLBERG TOPCO LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
REGISTERED NUMBER: 15409104
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
REGISTERED NUMBER: 15409104
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements on pages 9 to 48 were approved and authorised for issue by the board of directors on 30 September 2025 and were signed on its behalf by:
The notes on pages 17 to 48 form part of these financial statements.
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CIDRON ARLBERG TOPCO LIMITED
REGISTERED NUMBER: 15409104
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The Company's loss for the period was $32,510,214 .
The financial statements on pages 9 to 48 were approved and authorised for issue by the board of directors on 30 September 2025 and were signed on its behalf by:
The notes on pages 17 to 48 form part of these financial statements.
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CIDRON ARLBERG TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
The notes on pages 17 to 48 form part of these financial statements.
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CIDRON ARLBERG TOPCO LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
The notes on pages 17 to 48 form part of these financial statements.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
1.Accounting policies
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
- The issuing company is reliant on the lead investor to instruct the amount that is paid out, which creates a liability for the issuing company.
Note 20 to the accounts has further details regarding the issue of preference shares during the year.
Budgets and forecasts have been prepared for the trading subsidiaries of Cidron Arlberg and the group is expected to continue to operate profitably for the foreseeable future.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:
• deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively;
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date; and
• assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non- current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:
• exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; and
• exchange differences on monetary items receivable from or payable to foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.
For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into US dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.
Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Income tax expense represents the sum of the tax currently payable and deferred tax.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:
Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Details of the Group's accounting policies, including changes during the period, are included in note 1.
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of comprehensive income in these financial statements.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
3.Basis of preparation (continued)
The following relevant standards and amendments to IFRSs became effective for the annual reporting period beginning on 1 January 2024 and did not have a material impact on the financial statements.
1) Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements) Effective for periods commencing on or after 1 January 2024.
1) Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements) Effective for periods commencing on or after 1 January 2024.
The Company has not early adopted any other amendment, standard or interpretation that has been issued but is not yet effective. It is expected that these standards and amendments will be adopted on the applicable effective date. The directors do not expect that the adoption of the Standards listed below will have a material impact on the financial statements of the company in future periods
The following standards and interpretations to published standards are not yet effective:
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5.1 Judgment
The Company has determined that control of the subscription services for its term licenses and software as a service is transferred evenly over time as the Company stands ready and uses a time-based method to measure progress.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
5.Accounting estimates and judgments (continued)
There are three key intangibles which were identified by management:
1) Customer relationships
2) Developed technology
3) Trademark
The valuations of the above were based on historical data and the company's business plan for the long term future of the Group. This incorporated estimation in various metrics, including the sustainable growth rate, the useful life of the platform, the royalty rate and discount rate.
The Group uses the implicit rate when it is readily determinable. Since most of the Group's leases do not provide an implicit rate to determine the present value of lease payments, management uses discount rates.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
The Company derives its revenues primarily from the sale of term license subscriptions as well as fees for support, maintenance, consulting, implementation, training and project management provided to customers with installed systems and applications. The Company also sells support and maintenance for legacy perpetual licenses and software as a service,
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
6.Revenue (continued)
The Company has determined that control of the subscription services for its term licenses and software as a service is transferred evenly over time as the Company stands ready and uses a time-based method to measure progress.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
9.Employee benefit expenses (continued)
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
12.Tax expense (continued)
Changes in tax rates and factors affecting the future tax charges
Two companies within the Group have tax losses which are carried forward and will be utilised against the first taxable profits made by the respective companies. The total value of the taxable losses is $4,445,931 and these have not been recognised within the accounts. The losses do not have an expiration date.
There are no other factors that may affect future tax charges for the Group.
There are no other factors that may affect future tax charges for the Group.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
12.Tax expense (continued)
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
13.Property, plant and equipment (continued)
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
At the year end the redeemable preference shares have been measured at amortised cost. Fair value was not used as it was deemed impractical.
The redeemable preference shares have a return of 10% per annum which is accumulated within the liability.
The redeemable preference shares have a return of 10% per annum which is accumulated within the liability.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
20.Share capital (continued)
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
20.Share capital (continued)
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Share premium
Foreign exchange reserve
Retained earnings
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
22.Leases (continued)
The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by category are summarised in Note 17 & 18. The main types of risks are market risk, foreign currency risk, credit risk and liquidity risk.
The Group’s risk management is coordinated at its headquarters, in close cooperation with the board of directors, and focuses on actively securing the Group’s short to medium-term cash flows by minimising the exposure to volatile financial markets.
The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Group is exposed are described below.
The Group enters into short term overnight money market deposits and spot rate foreign exchange agreements where required.
The Group’s risk management is coordinated at its headquarters, in close cooperation with the board of directors, and focuses on actively securing the Group’s short to medium-term cash flows by minimising the exposure to volatile financial markets.
The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Group is exposed are described below.
The Group enters into short term overnight money market deposits and spot rate foreign exchange agreements where required.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
23.Financial instruments - fair values and risk management (continued)
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
23.Financial instruments - fair values and risk management (continued)
The credit risk is managed on a group basis based on the Group’s credit risk management policies and procedures. The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits, and are only with major reputable financial institutions.
The Group continuously monitors the credit quality of customers, largely banks and financial institutions based on a credit rating scorecard. Where available, external credit ratings and/or reports on customers are obtained and used. The Group’s policy is to deal only with credit-worthy counterparties. The credit terms range between 30 and 60 days. The credit terms for customers, as negotiated with customers, are subject to an internal approval process which considers the credit rating scorecard. The ongoing credit risk is managed through regular review of ageing analysis, together with credit limits per customer.
Trade receivables consist of a large number of customers in various geographical areas. The group has determined that climate-related risks have no significant impact on credit risk exposure and credit risk management practices because (a) of the short-term nature of credit exposure and (b) given the absence of recent major climate-related events in the main areas where debtors operate.
Trade receivables consist of a large number of customers in the banking and financial services sector and multiple geographical areas. The Group does not hold any security on any trade receivables balance at year end. In addition, the Group does not hold any collateral relating to other financial assets (eg derivative assets, cash and cash equivalents held with banks) at year end.
Expected credit loss for trade receivables as at 31 December 2024
Trade receivables and contract assets
The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.
In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers.
The expected loss rates are based on the payment profile for sales over the past 10 months before 31 December 2024 and 27 February 2024 respectively as well as the corresponding historical credit losses during that period. The historical rates are adjusted to reflect current and forwarding looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding.
Trade receivables are written off (ie derecognised) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Group on alternative payment arrangement amongst other is considered indicators of no reasonable expectation of recovery.
As at 31 December 2024, the Group have written off £62,050 during the period.
The Group continuously monitors the credit quality of customers, largely banks and financial institutions based on a credit rating scorecard. Where available, external credit ratings and/or reports on customers are obtained and used. The Group’s policy is to deal only with credit-worthy counterparties. The credit terms range between 30 and 60 days. The credit terms for customers, as negotiated with customers, are subject to an internal approval process which considers the credit rating scorecard. The ongoing credit risk is managed through regular review of ageing analysis, together with credit limits per customer.
Trade receivables consist of a large number of customers in various geographical areas. The group has determined that climate-related risks have no significant impact on credit risk exposure and credit risk management practices because (a) of the short-term nature of credit exposure and (b) given the absence of recent major climate-related events in the main areas where debtors operate.
Trade receivables consist of a large number of customers in the banking and financial services sector and multiple geographical areas. The Group does not hold any security on any trade receivables balance at year end. In addition, the Group does not hold any collateral relating to other financial assets (eg derivative assets, cash and cash equivalents held with banks) at year end.
Expected credit loss for trade receivables as at 31 December 2024
Trade receivables and contract assets
The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.
In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers.
The expected loss rates are based on the payment profile for sales over the past 10 months before 31 December 2024 and 27 February 2024 respectively as well as the corresponding historical credit losses during that period. The historical rates are adjusted to reflect current and forwarding looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding.
Trade receivables are written off (ie derecognised) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Group on alternative payment arrangement amongst other is considered indicators of no reasonable expectation of recovery.
As at 31 December 2024, the Group have written off £62,050 during the period.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
There were no transactions between the Group and other related parties to disclose.
There were no transactions between the Group and other related parties to disclose.
The immediate parent company is Cidron Arlberg SARL, a company incorporated in Luxembourg.
The ultimate parent company is Nordic Capital Epsilon SCA, SICAV-RAIF, a company incorporated in Luxembourg.
Due to the shareholding, there is no ultimate controlling party.
The ultimate parent company is Nordic Capital Epsilon SCA, SICAV-RAIF, a company incorporated in Luxembourg.
Due to the shareholding, there is no ultimate controlling party.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
26.Business combinations during the period (continued)
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
26.Business combinations during the period (continued)
The acquisition of the Activeviam Group and the purchase price related to the acquisition are driven by a combination of market growth activities and the ability to leverage Activeviam's technological capabilities to capitalise on the growing demand for regulatory risk management and data analytics solutions.
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CIDRON ARLBERG TOPCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
On 14th February 2025, the Company entered into a debt agreement with an aggregate principal amount of $100,000,000 from a third party lender. Additionally, the agreement included a $15,000,000 revolving credit facility at a rate per annum equal to the greater of interest of SOFR OR 0.75%. The term facility and revolving credit facility is set to mature on 14th February 2031. The debt is collateralised with substantially all assets from Quartet Financial Systems Inc. dba Activeviam and Subsidiaries. The parent company is required to comply with annual recurring revenue net leverage ratio covenant outlined in the agreement.
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