As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £229,575.
Credit Compliance Topco Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is Second Floor, Atlas House, 31 King Street, Leeds, LS1 2HL.
The group consists of Credit Compliance Topco Limited and all of its subsidiaries.
These financial statements are presented for a period of less than 12 months due to the company being incorporated on 4 December 2024 and having a period end of 31 October 2025.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Credit Compliance Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 October 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At 31 October 2025, the group had net liabilities of £1,121,222. The directors have considered the group's forecasts and cash requirements for a period of at least twelve months from the date of approval of these financial statements, including the expected trading performance and cash generation of its operating subsidiary and the group's financing obligations. On the basis of this assessment, the directors have a reasonable expectation that the group has adequate resources to meet its liabilities as they fall due and continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts and settlement terms.
Revenue from service contracts and ongoing compliance agreements is recognised over the period in which
the services are delivered, reflecting the company’s performance obligations under the contract.
Where services are provided continuously over the contract term, revenue is recognised on a straight-line
basis unless another method better reflects the pattern of service delivery.
Where the outcome of a contract cannot be estimated reliably, revenue is recognised only to the extent of
recoverable expenses incurred.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include trade and other debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including trade and other creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following estimates and judgements have had the most significant effect on amounts recognised in the financial statements.
During the year, the company, operated a growth share (D‑share) arrangement that is cash‑settled and only delivers value on an exit event where the relevant enterprise value hurdle is exceeded. In accordance with FRS 102 Section 26, such arrangements are required to be measured at fair value; however, management has exercised judgement in concluding that no amount has been recognised in the financial statements on the grounds of materiality.
While valuation outcomes are sensitive to assumptions, particularly volatility, management has determined that a reasonable best‑estimate valuation based on the specific facts and circumstances of the business gives rise to an amount that is not material to the financial statements. Accordingly, no liability or charge has been recognised in these financial statements. Management acknowledges that, as a cash‑settled arrangement, the scheme will require reassessment at future reporting dates and that a formal valuation may be required should the potential value become material.
At the reporting date, the Group held trade debtor balances of £191,195, and the Company held intercompany debtor balances of £3,737,499. The assessment of the recoverability of these balances involves significant judgement and is therefore considered a key accounting estimate.
Management reviews the financial position of each counterparty at each reporting date. Where there is evidence that amounts may not be fully recoverable, an impairment provision is recognised. Actual outcomes may differ from these estimates.
The Group assesses the recoverability of goodwill annually by estimating its value in use for the relevant cash‑generating units (CGUs). This assessment involves significant judgement and is therefore considered a key accounting estimate.
Management uses current forecasts and projected future cash flows in determining the recoverable amount. Actual outcomes may differ from these estimates, which could result in an impairment of goodwill.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Details of the company's subsidiaries at 31 October 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
During the year the group entered into a term loan facility with TDC Impact Limited, with an outstanding balance of £2,000,000 at the year end. This is included in other borrowings.The loan carries interest at 7.50% per annum over a SONIA‑based compounded reference rate, with interest payable quarterly. The loan is repayable in full on the fifth anniversary of the agreement. The facility is secured under a group debenture and is subject to standard financial covenants.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
At incorporation on 4 December 2024 1 Ordinary A share was issued at nominal value of £1. On 3 February 2025 6,199 Ordinary A shares, 960 Ordinary B shares, 2,840 Ordinary C shares, 3,415,000 Preference A shares and 275,000 Preference B shares were issued at nominal value of £1 each. On 17 June 2025 1,500 Ordinary D shares were issued at a nominal value of £1 each. On 31 October 2025 200 Ordinary D shares with a nominal value of £1 each were cancelled. Ordinary A, B and C shares carry the right to vote, receive dividends and are non redeemable. Each Preference A and B share is paid a fixed cumulative dividend of 10% per annum on the subscription price in priority to any other member. Preference A and B shares do not carry voting rights and are redeemable. Ordinary D shares do not carry voting rights or rights to dividends and are non redeemable.
On 3 February 2025 the group acquired 100 percent of the issued share capital of Product Partnerships Limited.
The rollover loan notes were exchanged for preference shares and ordinary shares in the company.
Management has calculated a fair value assessment for customer contracts at £706,490. This assessment is based on the expected cash inflows of the business over the Group's estimated life of customer relationships, discounted at a cost of capital of 12%. The customer contracts are being amortised over the average life of the contract remaining of 1.5 years.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
In November 2025, the group acquired 80% of the issued share capital of Think Compliance Consultants Limited for initial cash consideration of £321,795. Additional contingent consideration may be payable based on EBITDA performance over the next two years. As this transaction occurred after the reporting date, no adjustments have been made to these financial statements.
On 23 December 2025 300 Ordinary D shares with a nominal value of £1 each were cancelled.
On 22 September 2026 100 Ordinary D shares with a nominal value of £1 each were cancelled.
During the year, a loan of £200,000 was advanced to a director, Phillip Garlick, to fund his equity subscription in the company. The loan is interest-free and repayable on exit.