The directors present their strategic report for the year ended 31 March 2023.
The company does not trade and is a member of the Harrow Debtco group. This strategic report refers to the activities of the group which include this company’s activities. However, the financial statements presented in this annual report are those of the company and not the group.
FY23 represented a positive year for the group, a year which signalled the end of the COVID pandemic, leading to a modest improvement in consumer confidence, and resulting in employees returning to their offices and driving higher print volumes. Inward investment and restructuring continued with a strong emphasis on customer service, process and systems.
The new year heralded the re-branding of the Company operations to Aurora Managed Services, formerly Corona Corporate Solutions. We have been delighted by the response within the market, recognising the momentum shift towards customer and service excellence, a message that has been equally well received across our customer and supplier base.
Underpinning our commitment to excellence, the group achieved ISO9001, 14001 and 45001 in year, and commenced its program towards ISO27001. Supplementing this, we invested in a new ERP, launched a suite of new employee tools and benefits, and expanded our office footprint. Demonstrating our social commitments the company also established a charity committee, raising significant funds for its chosen charities.
Post year end, in June 2023, the group finalised the refinancing of its debt through a debt for equity conversion between existing lenders Pemberton and HIG which returned the business to more manageable leverage levels. The group benefits from serviceable debt facilities with Pemberton reducing from £114.3m to £50.0m with the lenders also extending additional ACF facilities to the group to support future M&A growth plans. The agreement demonstrates ardent lender support for incredibly exciting group growth plans.
Since the completion of the refinancing, in November 2023, the group completed the acquisition of Blue Sky Digital Limited. Founded by the Brewer brothers, Blue Sky Digital has built an enviable reputation within the Wales and South West England region, forging excellent customer relationships and driving significant organic growth. Further M&A opportunities are currently being considered, in line with our strategic goals.
Whilst FY23 marked the end of the COVID pandemic, the enduring effect on supply chains continued through most of the year, recovery and normality only returning towards the period end. The lack of stock and high demand resulted in inflationary pressure with product, parts and consumables all seeing significant price increases and impacting retained profitability.
The company’s burgeoning reputation and transformation, underpinned by excellent service and strong account management, encouragingly resulted in record organic growth in year and a fall in customer attrition. The organic highlight was undoubtedly the award of the company’s largest ever contract for our Enterprise division, installed and serviced to an excellent standard, and subsequently recognised by the Print IT Awards as the industry Project of the Year.
The directors continue to maintain effective and strong relationships with key suppliers whilst internally, continue to place particular focus on cash generation and liquidity enabling measures. With steadfast investor and lender support, resulting in the consensual debt for equity conversion in June 2023, the directors are confident that the group and company have adequate resources to continue operating normally for the foreseeable future and meet all going concern requirements.
The principal risks and uncertainties facing the group surround the magnitude and pace of post pandemic recovery, combined with the macro-economic stability of the market. The group’s board minimises risk through continuous monitoring and maintaining strong relationships with key customers and suppliers.
Whilst the directors review and measure all aspects of the business, including service NPS and call response times, MIF per engineer and first-time fix rates, the directors consider EBITDA and EBITDA % of revenue as the key indicator of success of the business.
The board has confidence in the company's strategy and therein, in its ability to drive organic growth underpinned by improving trading metrics and supplemented by complimentary acquisitive growth.
Details of matters relevant to the directors' assessment of the application of the going concern basis are given in note 1.2 to the financial statements.
Future developments
To achieve its strategic goals, the group continues both to assess suitable acquisition opportunities and improve operational efficiencies.
The directors have deployed several initiatives across the group to effectively manage risks posed to the business.
These include a dedicated customer care team focussed on ensuring customer satisfaction, and consequently assisting with improved retention and reduced machine and customer attrition. The group have also introduced an Ask Nicely customer survey, ensuring open dialogue with the customer at regular intervals, allowing a continual feedback loop to improve all areas of the business. In measuring responses through NPS, the group take great pride in seeing industry leading results. The group has diversification in its product offering through complementary solutions, services and the launch of our Enterprise offerings, alongside our ICT and Office Supplies capabilities. The directors recognise the importance of a localised service offering to their customers and will, therefore, adopt a Customer focussed methodology when integrating newly acquired businesses.
The group returns value to businesses through providing innovative products and exceptional levels of service to meet our customers’ requirements. The group understands the value of maintaining and developing relationships with its customers and suppliers, as it is these relationships that underpin its current and future growth. With this doctrine, the group’s relationships go from strength to strength as demonstrated by the group’s involvement with the same suppliers and customers for many years.
The group has completed its second ESG impact report and has embarked on its sustainability journey towards net zero. The directors are passionate in its endeavour to play its part in making the world a better place for us all. Environmentally, the group continues to assess and improve its practices, supply chain, services, and carbon emissions. The group is partnered with innovative companies who are minimising their impact to the environment whilst also increasing its range of recycled products and recycling across the life cycle of its machines.
The group will strive to better its ESG credentials and for continual improvement.
The company's ultimate shareholder has representation on the board to ensure the company's strategy and objectives are in line with its needs and expectations, and those needs and expectations are regularly communicated to the board.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2023.
The results for the year are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Going concern
The company is a member of the Harrow Debtco Limited group (“the group”). The company is reliant upon the wider group’s financing facilities. The group meets its day-to-day working capital requirements through its own cash balances and committed banking / funding facilities. In assessing the appropriateness of adopting the going concern basis in the preparation of these financial statements, the directors have reviewed a number of factors, including information provided to them in relation to the group’s trading results, its available resources, the ability of the group to continue to operate within its financial covenants and the group’s latest forecasts and projections, comprising:
A forecast for the period to 31 March 2026 which has been prepared on a bottom-up basis with realistic assumptions regarding new contract wins, print volumes and likely margin evolution;
A base case forecast, which is the basis upon which the directors are making this going concern statement for the period to 31 March 2025, reflecting more prudent variations in performance including:
a decline in sales volumes through our Enterprise and commercial sectors as a consequence of hardening economic conditions and the consequent impact on buying patterns;
a decline in service value brought about by lower sales throughput.
In June 2023 Harrow Midco Limited, an indirect parent company at that time, refinanced its debt structure through a debt for equity conversion between its existing lenders Pemberton and HIG. Harrow Debtco Limited, an indirect parent of the company, has been purchased by a new company formed for the purpose of refinancing, Aurora UK Topco Ltd. The revised group benefit from serviceable debt facilities with Pemberton reducing from £114.3m to £50.0m with the lenders also extending additional facilities to the company to support future acquisition growth plans. Subsequent to the refinancing, all covenants have been waived and the group’s loan agreements are now only subject to liquidity clauses, until August 2024, whereby the group is required to meet specific liquidity thresholds. The directors have also received a letter of financial support from Pemberton covering the going concern assessment period.
The agreement and subsequent actions demonstrate ardent lender and investor support for incredibly exciting company growth plans. The directors have satisfied themselves that the company will continue operating, with continued support from lenders and investors. For these reasons, the company continues to adopt the going concern basis in preparing its financial statements.
In managing its capital, the group's primary objective is to maintain a sufficient funding base to enable the group to meet its working capital and strategic investment needs. In making decisions to adjust its capital structure to achieve these aims, through new share issues or debt, the group considers not only its short-term position but also its long-term operational and strategic objectives.
Liquidity risk arises from the group management of working capital. It is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due. Refer to Note 1.2 of the financial statements for details of going concern considerations.
The group policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 90 days.
The group borrows at variable rates of interest. It is therefore exposed to increases in interest rates. The group reviews market forecasts of future interest rates on a regularly basis and would consider the use of hedging instruments to mitigate such risk where appropriate. No hedging arrangements were in force at the balance sheet date.
The group trades exclusively in the UK and all financing is denominated in sterling. The group therefore is not exposed to currency risk.
Credit risk is the risk of financial loss to the group if a customer or a counter party to a financial instrument fails to meet its contractual obligations. The group is principally exposed to credit risk on cash and cash equivalents with banks and financial institutions, and trade receivables. For banks and financial institutions, only independently rated parties with an acceptable rating are utilised.
Credit risk in connection with trade receivables is managed by the use of credit control procedures, such as the maintenance of a credit control department, use of credit references and stop limits.
Subsequent to 31 March 2023, the shares of the company’s parent undertaking were sold to Aurora UK Topco Limited. There was also a restructuring of the group debt facilities provided by Pemberton, resulting in a reduction of debt facilities from £114.3m to £50m, full covenant resets and the availability of additional debt facilities to support future M&A growth plans.
In accordance with the company's articles, a resolution proposing that Grant Thornton UK LLP be reappointed as auditor of the company will be put at a General Meeting.
Basis for opinion
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company’s business model including effects arising from macro-economic uncertainties such as the global cost of living crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company’s financial resources or ability to continue operations over the going concern period.
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.
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 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.
Other information
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 strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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 auditor’s 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. 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 company and determined the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, the Companies Act 2006, and the relevant tax legislation in the jurisdictions in which the company operates;
We understood how the company is complying with those legal and regulatory frameworks by making enquiries of management and those charged with governance. We corroborated our enquiries though our review of board minutes and other relevant correspondence received from legal advisors and regulatory bodies;
We also enquired of management and those charged with governance concerning the company’s policies and procedures relating to the identification, evaluation, detection and response to the risks of fraud and the establishment of internal controls to mitigate risks related to fraud. We enquired as to whether they had any knowledge of actual, suspected or alleged fraud;
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by considering management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. We determined that the principal risks were in relation to the valuation of investments in subsidiaries; and through management override of controls;
Audit procedures performed by the audit team included:
- identifying and assessing the design and implementation of controls management utilises to prevent and detect fraud;
- challenging key assumptions used and judgements made by management in relation to significant accounting estimates;
- using data interrogation software to identify and test large or unusual journal entries which may carry a higher risk of fraud;
- assessing the extent of compliance with the relevant laws and regulations as part of our audit procedures on the related financial statement item; and
- performing audit procedures to conclude on the compliance of disclosures in the financial statements with applicable financial reporting requirements.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.
The assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s:
- understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;
- knowledge of the industry in which the company operates;
- understanding of relevant legal and regulatory frameworks including United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice), the Companies Act 2006, and the relevant tax legislation in the jurisdictions in which the company operates, and the application of the legal and regulatory requirements of these to Harrow Bidco Limited.
Communications within the audit team in respect of potential non-compliance with laws and regulations and fraud included the potential for fraud including through the valuation of goodwill and investments in subsidiaries; and through management override of controls in the preparation of the financial statements.
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 auditor’s report.
Use of our report
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Harrow Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1-2 Castle Lane, London, SW1E 6DR.
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 £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
Transactions with related parties which are wholly owned subsidiaries of the company's parent have not been disclosed as permitted by section 33 of FRS102.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Harrow Bidco Limited is a wholly owned subsidiary of Harrow Topco Limited. Harrow Debtco Limited is an intermediate parent company and the results of Harrow Bidco Limited are included in the consolidated financial statements of Harrow Debtco Limited which are available from 1-2 Castle Lane London SW1E 6DR.
Basic financial assets, which include debtors and cash and bank balances, 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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 company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company 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 company.
In the application of the company’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 judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The determination of whether the carrying value of goodwill and investments in subsidiary undertakings is impaired is a key area of judgement. Having reviewed the matter, the directors have determined that there are no indicators of possible impairment present at the balance sheet date.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
In estimating the market rate of interest applied to the intra group loan notes the directors have taken into account rates charged by other lenders, the term of the facility and the security provided.
In estimating the amortised cost of certain loans receivable and payable, an estimate must be made of the timing of cashflows expected to be received and paid.
The estimated useful life of goodwill is based on assumptions concerning the rate at which purchased goodwill is replaced by internally-generated goodwill after purchase, and includes an assessment of such matters as the life of non-contractual customer relationships and other intangibles purchased that are not separable or based on contractual or legal rights.
There were no employees other than the directors (2021-none with exception of directors)
Fees for audit and non-audit services have been borne by Aurora Managed Services Limited.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 March 2023 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Loans are secured by charges over the company's assets and those of other members of the group.
Bank loans carry interest rates of between 2.5% and 10.5% over LIBOR until December 2021 and over Sonia thereafter dependent upon the facility and the level of the group's EDITDA. The loans are repayable by bullet repayment in six or seven years from drawdown.
There are further committed but undrawn facilities of £2 million.
The Company has secured group borrowings by creating a fixed and floating charge over its assets. At the year end the amount of borrowings secured is £117.25 million.
Subsequent to 31 March 2023, the shares of the company’s parent undertaking were sold to Aurora UK Topco Limited. There was also a restructuring of the group debt facilities provided by Pemberton, resulting in a reduction of debt facilities from £114.3m to £50m, full covenant resets and the availability of additional debt facilities to support future M&A growth plans.
Included within other creditors at the year end there was a balance of £2,250,000 owed to H.I.G. Europe Capital Partner II,LP, which was the companies ultimate parent company at the year end.
The company's ultimate parent undertaking is Harrow Topco Limited. Harrow Debtco Limited is an intermediate parent company which prepares consolidated financial statements for the smallest and largest group of which the company is a member. The registered office of both Harrow Topco Limited and Harrow Debtco Limited is 1-2 Castle Lane, London SW1E 6DR.
At the year end, the company's ultimate parent undertaking was H.I.G. Europe Capital Partners II,LP, an entity incorporated in the Cayman Islands.
Subsequent to the year end, the company's ultimate parent became of Aurora UK Topco Limited, registered office 1-2 Castle Lane, London SW1E 6DR. There is no ultimate controller of Aurora UK Topco Limited.