Financial Statements
For the year ended 31 January 2026
Registered number: 11394842
Company Information
Contents
Strategic report
For the year ended 31 January 2026
The directors present the Strategic Report for Atlanta Bidco Limited (the "Company" or "ABL") for the year ended 31 January 2026.
The principal activity of the Company is to provide financing and management services to its subsidiaries. The principal activity of the wider Damovo Group is to provide Information and Communications Technology (“ICT”) solutions and services for enterprises in both the private and public sectors.
No significant change in the Company’s principal activity is expected.
Atlanta Topco Limited (“ATL”) is the head of the smallest and largest group for which consolidated financial statements are prepared and are publicly available. Atlanta Topco Limited and its wholly owned subsidiaries are more commonly known as, the Damovo Group (“the Group”).
The financial result for the year is a loss of €20,000,965 (2025 - €18,504,596).
At 31 January 2026, the Company had total assets of €113,211,570 (2025 - €113,213,164), of which €112,163,540 (2025 - €112,163,540) related to investments in subsidiaries, €16,714 (2025 - €18,308) related to other receivables, and €1,031,316 (2025 - €1,031,316) relates to intercompany receivables. The Company had total liabilities of €175,323,794 (2025 - €156,824,868) including amounts owing to other Damovo Group companies of €89,585,617 (2025 - €87,237,813), loan including accrued interest on the loan notes of €84,954,308 (2025 - €68,763,687) and other payables of €600,066 (2025 - €624,870) and amounts owed to a related party of €183,803 (2025 - €198,498).
During the year, the Group's Triton & Kartesia ("TK") Senior Facility Agreement was reclassified from non-current to current liabilities, reflecting its contractual maturity of 12 September 2026, which falls within twelve months of the balance sheet date. The reclassification is the principal driver of the Company's reported net current liability position of €91.8m (2025: €12.2m). Further information, including the material uncertainty associated with the lender-led strategic transaction process, is set out in the going concern section of the Directors' Report and in Note 2.3 to the financial statements.
During the year, the Group's Triton & Kartesia ("TK") Senior Facility Agreement was reclassified from non-current to current liabilities, reflecting its contractual maturity of 12 September 2026, which falls within twelve months of the balance sheet date. The reclassification is the principal driver of the Company's reported net current liability position of €91.8m (2025: €12.2m). Further information, including the material uncertainty associated with the lender-led strategic transaction process, is set out in the going concern section of the Directors' Report and in Note 2.3 to the financial statements.
From the perspective of the Company, the principal risks and uncertainties are the same as the principal risks of the Group and are not managed separately. Accordingly, the principal risks and uncertainties of the Damovo Group, which include those of the Company, are discussed in the Atlanta Topco Limited consolidated group financial statements which do not form part of this report.
The key risk of the Company is the impact any deterioration in financial performance of group undertakings would have on recoverability of balances due from those group undertakings and in the value of its investments in subsidiary undertakings. Due to the current financial strength of its subsidiary undertakings, the Directors consider that the actual risk the Company is exposed to is minimal.
The key risk of the Company is the impact any deterioration in financial performance of group undertakings would have on recoverability of balances due from those group undertakings and in the value of its investments in subsidiary undertakings. Due to the current financial strength of its subsidiary undertakings, the Directors consider that the actual risk the Company is exposed to is minimal.
Given the straightforward nature of the Company’s business, the Company’s Directors are of the opinion that an analysis using KPIs is not necessary for an understanding of the development, performance or position of the Company’s business.
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Strategic report (continued)
For the year ended 31 January 2026
The Company’s future developments are solely dependent on the success of the Group. Management believe that the Group can continue to grow revenue and profits by following the Group’s strategy and this strategy is detailed in Atlanta Topco Limited’s consolidated group financial statements and thus do not form part of this report.
In addition, the Group will continue to review strategic acquisition opportunities where it is possible to add expertise or scale in a value creating manner via inorganic projects. As the Company is managed as part of the overall Group, it will continue to offer financing and management support to the rest of the Group as part of that overall strategy.
The directors have acted in a way that they consider in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1) (a-f) of the Companies Act 2006) in the decisions taken during the period ended 31 January 2026. The Company has no employees. Given its function as an intermediate financing and holding company within the Damovo Group, the directors consider that the key stakeholders in respect of whose interests the s172(1) duty is most relevant are the Company's lenders (in particular the agent for the SFA, Glas Trust Corporation Limited, on behalf of Triton and Kartesia), the Company's direct parent and the wider Group. During the year and in the period up to approval of these financial statements, the directors have engaged actively and constructively with the SFA lenders in relation to the live payment default and the ongoing lender-led strategic transaction process, with a view to achieving a holistic resolution that preserves the long-term interests of the Group's stakeholders.
This report was approved by the board and signed on its behalf.
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Directors' report
For the year ended 31 January 2026
The directors present their report and the financial statements for the year ended 31 January 2026 .
The loss for the year, after taxation, amounted to €20,000,965 (2025 - loss €18,504,596 ).
During the year, no dividends were paid or proposed (2025 - €Nil).
The directors who served during the year were:
Damovo Group maintains directors' and officers' liability insurance which provides appropriate cover for legal actions brought against its directors and officers. Damovo Deutschland GmbH & Co. KG granted a deed of indemnity to Chris Nickerson, in his capacity as Chief Executive Officer of the Damovo Group and as a director of certain Damovo Companies. This deed of indemnity, which constitutes a 'qualifying third-party indemnity provision', was executed on 24 May 2024 with an effective date of 8 April 2024. The indemnity remains in force as at the date of this report and covers liabilities and associated costs incurred by the Executive in connection with the performance of his duties, to the extent permitted by the Companies Act 2006 and applicable law.
ABL’s immediate parent company is Atlanta Midco Limited a company incorporated in the U.K, with a registered office at BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, GU1 4LP, United Kingdom.
In June 2021, the ownership of Atlanta Topco Limited (the Group or Damovo Group) was transferred by Global Growth Holdings, Inc. (“GGHI”) to Damovo Group Trust (established in 2021). Hugh Steven Wilson, as the trustee of the Damovo Group Trust, is the person with the ultimate control over the Damovo Group.
The financial statements of Atlanta Topco Limited represent the largest and the smallest group for which consolidated accounts are prepared and are publicly available, and include the results of the Company. The registered office of Atlanta Topco Limited is BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, GU1 4LP, United Kingdom.
In assessing the going concern of the Company, the directors have considered forecasts for at least 12 months from the date of the approval of the financial statements. The Company is an intermediate holding company and therefore is reliant on the Atlanta Topco Limited Group (Group or Damovo Group) to be a going concern to be able to support it. Therefore, the going concern review focuses on the forecasts for the Group and their ability to continue as a going concern. The events and conditions as set forth below indicate that a material uncertainty exists that may cast significant doubt on the Group and the Company’s ability to continue as a going concern.
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Directors' report (continued)
For the year ended 31 January 2026
Going concern (continued)
The financial statements have been prepared on a going concern basis. The results for the year for the Group show revenues of €166,491K (2025 - €157,484K) and a pre-tax loss of €9,640K (2025 - loss of €24,009K). Net cash generated from operations for the year ended 31 January 2026 was €10,945K (2025 - €5,040K) and net liabilities (or shareholders' deficit) as at 31 January 2026 were €65,635K (2025 - €56,224K). Net liabilities have partly arisen because of classifying €67,197K (2025 - €73,983K) of preference shares (including accrued dividends) as debt as opposed to equity, in line with the agreement. The Group’s financing arrangements also include borrowings which mature within twelve months of the date of approval of these financial statements.
As of 31 January 2026, the Group's current liabilities exceeded its current assets by €120,493K. The Directors note that this current deficit is fundamentally driven by the Group's legacy capital structure and historical shareholder default, rather than the working capital requirements of the underlying operations of the Group. Normalising for these specific financing and legacy items, namely the reclassification of the €96,418K Triton & Kartesia (“TK”) Senior Facilities Agreement (“SFA”) loan as a current liability; €19,045K in accrued preference share dividends as current liabilities; and a €7,134K deferred consideration payable by the former shareholder, the Group's operational net current assets stand at €2,104K.
Global Growth Holdings, Inc. (now Global Growth Holdings, LLC) ("GGHI"), provided €46,161K of preference share funding to complete the acquisition of the Damovo subsidiaries; and Ares Management Limited ("ARES") also provided €50,000K of a senior loan note financing facility to the Group.
In September 2022, the Group completed the re-financing of the ARES loan of €50,000K with TK for an amount of €55,000K and aimed to improve the current liability position of the Group. As part of the re-financing, a settlement agreement was also reached with Damoco (Bermuda) Limited (and others) (In Liquidation) (“previous owners” or “Damoco Bermuda”) and GGHI to settle a legal dispute related to contingent consideration following their sale of the Damovo Group to GGHI in 2018. Under the settlement agreement, total aggregate deferred consideration and costs of €14,960K was paid to Damoco Bermuda on completion of the re-financing in September 2022. A further amount of €7,034K, comprising principal plus accrued interest and annual interest at an agreed rate, was payable over three years in quarterly instalments. It was also agreed that GGHI would fund these amounts on behalf of the Damovo Group pursuant to an equity commitment letter entered into between GGHI and the former owners of the Group in which it undertook to pay all of the deferred consideration under the settlement agreement.
However, in February 2023, and until the date of approval of these accounts, GGHI defaulted on its obligations under the equity commitment letter. No further payments were made by GGHI. This legacy payment default represented a breach of the settlement agreement and is a cross-default under the SFA with TK. The payment default triggers certain rights for both the former owners and TK entitling them to enforce their respective underlying security in relation to the relevant Group entities. There are banking covenants in place in relation to the Facility, which include net leverage and cash flow cover requirements to be reported on a quarterly basis. During the year and at the date of approval of accounts, the Group was in breach of the net leverage and cash flow cover covenants in the SFA. However, at the date of approval of the financial statements, the current lenders have not taken any enforcement action in respect of the defaults, and the Group continues to work constructively with all stakeholders to achieve a comprehensive resolution.
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Directors' report (continued)
For the year ended 31 January 2026
Going concern (continued)
To resolve the default and achieve a holistic resolution, a strategic transaction process has been initiated by the lenders. This process is currently in an advanced due diligence phase. While management is actively coordinating with the lenders and facilitating the due diligence requirements, no legally binding definitive transaction documents have been executed at the date of approval of these accounts. While enforcement rights exist as a result of the defaults and upcoming maturities, the Group’s lenders are aware of the Group’s current position and are engaged in ongoing and constructive discussions with the Group and other stakeholders to explore potential solutions. There is, however, a material uncertainty associated with these conditions, which may impact the Group’s ability to continue operating as a going concern. While no binding agreements have been reached at the date of approval of these financial statements, the current lenders have a strong and co-operative working relationship with the Damovo Group and are supportive of the business, with current focus on developing and executing a viable plan to address the payment default with all relevant stakeholders. The financial statements do not include any adjustments should the continued support of the lenders not be forthcoming.
The Board of Directors have prepared an overall group strategy to create sustainable positive trading results within the Group. The underlying operational business remains robust and continues to perform in line with management's operational strategy. The operational subsidiaries operate with a high degree of financial independence, maintaining their own constructive relationships with regional lenders and remaining fully current on all interest payments for their short-term working capital facilities.
The Board have also considered the year-to-date performance of the Group and continue to take actions to ensure that the Group is profitable in the future through an increase in activity and turnover together with managing expenses and overheads.
Accordingly, the directors believe that it is appropriate for the financial statements to be prepared on a going concern basis, based on historical experience, the Group's performance up to the current date, coupled with the continued support of the group's lenders and the active process to resolve the capital structure for a minimum period of twelve months from the date of signing of the financial statements.
The Directors have carried out a post balance sheet review and concluded that no events have occurred between 31 January 2026 and the date of approval of these financial statements that require adjustment to amounts recognised in the financial statements. As described in Note 2.3, the strategic transaction process remains in progress at the date of approval, and the SFA matures on 12 September 2026; these matters are non-adjusting events disclosed in Note 2.3 and are referred to as a material uncertainty in the auditor's report.
The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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Directors' report (continued)
For the year ended 31 January 2026
This report was approved by the board and signed on its behalf.
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Directors' responsibilities statement
For the year ended 31 January 2026
This responsibility statement was approved by the Board of Directors and is signed on its behalf by:
................................................
Chris Nickerson
Director
Date: 21 May 2026
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Independent auditor's report to the members of Atlanta Bidco Limited
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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 forming our opinion, which is not modified, we draw attention to disclosures made in the Directors’ report and Note 2.3 in the financial statements concerning the Company’s ability to continue as a going concern. The Company is an intermediate holding company and therefore is reliant on the Atlanta Topco Limited Group (Group or Damovo Group) to be a going concern to be able to support it. Therefore the going concern review focuses on the forecasts for the Group and their ability to continue as a going concern. The events and conditions, along with other matters as set forth in Note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future. The validity of this assumption as stated in Note 2.3 depends on the outcome of the actions taken by the directors to return the Group to profitability and the continued support of the Group's stakeholders and lenders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classifications of liabilities that might be necessary should the Company be unable to continue in existence.
In auditing the financial statements, we have concluded that the directors’ use of going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
In auditing the financial statements, we have concluded that the directors’ use of going concern basis of accounting in the preparation of the financial statements is appropriate.
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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Independent auditor's report to the members of Atlanta Bidco Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. 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 in the financial statements, 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.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report and the Strategic Report for the year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements.
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Independent auditor's report to the members of Atlanta Bidco Limited (continued)
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Independent auditor's report to the members of Atlanta Bidco Limited (continued)
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Independent auditor's report to the members of Atlanta Bidco Limited (continued)
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.
for and on behalf of
Chartered Accountants &
Statutory Auditors
13-18 City Quay
13-18 City Quay
Dublin
Date: 21 May 2026
Date: 21 May 2026
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Statement of comprehensive income
For the year ended 31 January 2026
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Statement of financial position
As at 31 January 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 27 form part of these financial statements.
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Statement of changes in equity
For the year ended 31 January 2026
Statement of changes in equity
For the year ended 31 January 2025
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Notes to the financial statements
For the year ended 31 January 2026
Atlanta Bidco Limited (the "Company") is a private limited company, limited by shares, registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006. The registered number of the Company is 11394842. The address of the registered office is BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, GU1 4LP, United Kingdom.
The Company owns 100% of the ordinary shares of Damoco Holdco Limited, a private holding company, which has its registered office at the same address as the Company.
The nature of the Company’s operations and its principal activities are set out in the Strategic Report.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
The principal accounting policies adopted in the preparation of these financial statements are set out below.
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Notes to the financial statements
For the year ended 31 January 2026
2.Accounting policies (continued)
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Notes to the financial statements
For the year ended 31 January 2026
2.Accounting policies (continued)
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
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Notes to the financial statements
For the year ended 31 January 2026
2.Accounting policies (continued)
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
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Notes to the financial statements
For the year ended 31 January 2026
2.Accounting policies (continued)
Classification and initial measurement of financial asset
Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:
∙amortised cost
∙fair value through profit or loss (FVTPL)
∙fair value through other comprehensive income (FVOCI).
In the periods presented the Company does not have any financial assets categorised as FVOCI.
The classification is determined by both:
∙the entity’s business model for managing the financial asset
∙the contractual cash flow characteristics of the financial asset.
Subsequent measurement of financial assets
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
∙they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
∙the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply (see below). Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
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Notes to the financial statements
For the year ended 31 January 2026
2.Accounting policies (continued)
Classification and measurement of financial liabilities
The Company’s financial liabilities include borrowings, trade and other payables and derivative financial instruments. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Company designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.
Fair value measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are set to reflect those that the Company believes market participants would use in pricing the asset at the measurement date.
Financial assets and liabilities
Financial assets and liabilities primarily comprise loans and advances, cash and cash equivalents, other receivable and payables and debt and other borrowings.
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
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Notes to the financial statements
For the year ended 31 January 2026
2.Accounting policies (continued)
Loans and advances, other receivables and payables, debt and other borrowings and subordinated loans are recognised when the Company becomes a party to the contractual provisions of the instrument and are initially measured at fair value and subsequently measured at amortised cost (less allowance for impairment on financial assets). Interest is recognised in the Statement of comprehensive income using the effective interest rate (“EIR”) method.
Going concern
Carrying value of investments
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Notes to the financial statements
For the year ended 31 January 2026
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Notes to the financial statements
For the year ended 31 January 2026
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Notes to the financial statements
For the year ended 31 January 2026
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Notes to the financial statements
For the year ended 31 January 2026
Profit and loss account
Capital contribution reserves
Page 26
Notes to the financial statements
For the year ended 31 January 2026
In June 2021, the ownership of the Group was transferred by GGHI to Damovo Group Trust (established in 2021).
The financial statements of Atlanta Topco Limited represent the largest and the smallest group for which consolidated accounts are prepared and are publicly available and include the results of the Company. The registered office of Atlanta Topco Limited is BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, GU1 4LP, United Kingdom.
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