Financial Statements
For the year ended 31 January 2026
Registered number: 11394872
Company Information
Contents
Strategic report
For the year ended 31 January 2026
The Directors present the Strategic Report for the Atlanta Midco Limited (the “Company” or “AML”) for the year ended 31 January 2026.
The principal activity of the Company is that of an intermediate holding company. 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.
Atlanta Topco Limited (“ATL”) is head of the smallest and largest group for which consolidated financial statements are prepared and are publicly available. Atlanta Topco Limited and its subsidiaries are more commonly known as, the Damovo Group (“the Group”).
The Company does not trade in its own right and exists only to hold the investments in the subsidiaries of the Group and to act as intermediary in providing financial support to Damovo Group Companies, based on investments received from other group undertakings. The activities of the Company therefore consistent year on year.
Atlanta Topco Limited (“ATL”) is head of the smallest and largest group for which consolidated financial statements are prepared and are publicly available. Atlanta Topco Limited and its subsidiaries are more commonly known as, the Damovo Group (“the Group”).
The Company does not trade in its own right and exists only to hold the investments in the subsidiaries of the Group and to act as intermediary in providing financial support to Damovo Group Companies, based on investments received from other group undertakings. The activities of the Company therefore consistent year on year.
The Company did not trade during the year, consistent with its function as an intermediate holding company. The financial result for the year ended 31 January 2026 was a profit of €2,744 (2025: loss of €31,711). During the year, the Contingent Value Rights (CVR) liability of €8,391,494 was reclassified from non-current liabilities to current liabilities, reflecting the fact that the trigger events under the CVR Agreement are linked to the maturity of the related Senior Facility Agreement on 12 September 2026, which falls within twelve months of the balance sheet date.
At 31 January 2026, the Company had an investment in subsidiary of €8,391,495 (2025 - €6,891,050).
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.
Given the straightforward nature of the Company’s business, being that of an intermediate holding company, the Company’s Directors are of the opinion that an analysis using KPls 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.
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 profit for the year, after taxation, amounted to €2,744 (2025 - loss €31,711 ).
During the period, no dividends were paid or proposed (2025 - €Nil).
The directors who served during the year were:
AML’s immediate parent company is Atlanta Topco Limited (the Group or Damovo Group), a company incorporated in the UK, 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 the 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.
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.
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Directors' report (continued)
For the year ended 31 January 2026
Going concern (continued)
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.
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.
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Directors' report (continued)
For the year ended 31 January 2026
Going concern (continued)
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 Company does not engage in research and development activities.
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.
The Company has consumed less than 40,000 kWh of energy in the UK during the reporting period and therefore qualifies as a low energy user under Part 7 of Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. Accordingly, the Company is exempt from disclosing detailed energy and carbon information.
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Directors' report (continued)
For the year ended 31 January 2026
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 2.4, 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 2.4 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.
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 Midco 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 2.4 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 2.4, 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 2.4 depends on the outcome of the actions taken by the directors to return the Group to profitability and the continued support of 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.
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Independent auditor's report to the members of Atlanta Midco 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 Midco Limited (continued)
Based on our understanding of the Company and the industry, we identified the principal risks of non-compliance with laws and regulations in which they operate. We determined that the following laws and regulations related to Communications Act 2003, Wireless Telegraphy Act 2006, National Security and Investment Act 2021, Data Protection Act & Privacy and Electronic Communications Regulations, European Electronic Communications Code, Digital Markets Act (DMA) & Digital Services Act (DSA), Net Neutrality Regulation, and General Data Protection Regulation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, and relevant UK taxation laws. The audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations.
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Independent auditor's report to the members of Atlanta Midco Limited (continued)
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional skepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.
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Independent auditor's report to the members of Atlanta Midco 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 2
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 on 21 May 2026.
The notes on pages 16 to 24 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 Midco 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 11394872. 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 Atlanta Bidco Limited, a private holding company, having its registered office at the same address as that of 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 (see note 3).
The following principal accounting policies have been applied:
The principal accounting policies adopted in the preparation of these financial statements are set out below.
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 30 and 31 of IAS 8 Accounting policies, Changes in Accounting Estimates and Errors
∙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
∙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)
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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)
Classification and measurement of financial liabilities
The Company’s financial liabilities include contingent value rights. 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.
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Notes to the financial statements
For the year ended 31 January 2026
2.Accounting policies (continued)
2.8 Financial instruments (continued)
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 liabilities
Financial liabilities primarily comprise contingent value rights 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. Interest is recognised in the Statement of comprehensive income using the effective interest rate (“EIR”) method.
Going concern
The financial statements have been prepared by the Board of Directors on a going concern basis. See 'Going concern' in Note 2 for further details.
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
9.Creditors: Amounts falling due after more than one year (continued)
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Notes to the financial statements
For the year ended 31 January 2026
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