Registered number: 11771679
DIGITAL BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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COMPANY INFORMATION
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M J Dunn (appointed 19 January 2024)
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M Ramzan (resigned 19 January 2024)
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CLA Evelyn Partners Limited
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Chartered Accountants & Statutory Auditor
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CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The directors present their Strategic Report and the financial statements for the year ended 30 September 2023.
Principal activity and business review
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The principal activity of the Company is being the holding company of ASL Technology Holdings Ltd, which is the holding company of Automated Systems Group Limited, whose principal activity is the sale and service of multifunction devices, photocopiers, printers and associated software.
During the year, Automated Systems Group Limited acquired Copyrite Digital Systems Ltd and Sharples Group Limited. A full review of the performance of Automated Systems Group Limited can be found in their statutory accounts.
Due to the Company being a holding company, which does not trade in its own right, the directors do not consider any key performance indicators applicable.
Principal risks and uncertainties
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The Company is a holding company. No material risks or uncertainties have been identified other than the risk over the performance of the trading susbidiary Automated Systems Group Limited and the associated investment carrying value.
See the accounts of Automated Systems Group Limited, the Company's trading subsidiary, for a summary of its principal risks and uncertainties.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Directors' s172 statement
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Section 172 of The Companies Act 2006 states that a director of a Company must act in the way 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, and in doing so have regard (amongst other matters) to:
a. The likely consequences of any decision in the long term;
b. The interests of the Company’s employees;
c. The need to foster the Company’s business relationships with suppliers, customers and others;
d. The impact of the Company’s operations on the community and the environment;
e. The desirability of the Company maintaining a reputation for high standards of business conduct; and
f. The need to act fairly as between members of the company.
The following summarises how the Company's Board fulfils its duties under Section 172:
Decision Making:
The board considers all stakeholders in its decision making and oversees the management of the Company’s business working to ensure it operates to the high standards of business conduct. The Board fully ensures the potential impacts of the decisions it makes on stakeholders, the environment and the communities in which we operate. Where appropriate it seeks professional advice, include legal advice.
Employee Engagement:
The Company’s employees are crucial to the success of the business. We aim to be a responsible employer in our approach to the pay and benefits of employees. The health, safety and wellbeing of our employees is one of the primary considerations in the way we do business and we operate market leading employee engagement technology
Business Relationships:
The directors ensure that the Company engages regularly with its suppliers and customers and aims to develop long term relationships that underpin successful trading for all.
Community and Environment:
The Company is committed to minimising its impact on the environment and has implemented a Carbon Reduction Plan with 14 separate projects being overseen by the Company’s ESG Steering Group. These include the implementation of recycling and waste management plan, the use of cardboard and polystyrene compactors, the use of LED lighting and a fleet of vehicles that are 84% hybrid or electric.
Culture and Values:
The board ensures that the company operates a high performance culture that puts customers at its core and that high levels of service are delivered to customers. The employee engagement platform facilitates communication of these values and company wide recognition of success.
Streamlined Energy & Carbon Reporting (SECR)
Information regarding the Company’s energy usage is not required on the basis that this was below
40,000kWh during the financial year.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The directors present their report and the financial statements for the year ended 30 September 2023.
The loss for the year, after taxation, amounted to £5,759k (2022 - £4,251k).
No dividends were paid or proposed during the year (2022 - £Nil).
The directors who served during the year or since the year end were:
M J Dunn (appointed 19 January 2024)
D G Forsyth
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M Ramzan (resigned 19 January 2024)
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The Company will remain a holding company.
Qualifying third-party indemnity provisions
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Qualifying third-party indemnity provision is in place for the benefit of all directors of the Company.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditor, CLA Evelyn Partners Limited, 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 30 SEPTEMBER 2023
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent; and
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DIGITAL BIDCO LIMITED
Opinion
We have audited the financial statements of Digital Bidco Limited (the 'Company') for the year ended 30 September 2023 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 30 September 2023 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
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 Auditor’s responsibilities 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DIGITAL BIDCO LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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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.
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Matters on which we are required to report by exception
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 or the Directors’ Report.
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We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 5, 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DIGITAL BIDCO LIMITED (CONTINUED)
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained a general understanding of the company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity’s policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company’s industry and regulation.
We understand that the company complies with the framework through:
∙Outsourcing accounts preparation to external experts.
∙Outsourcing tax compliance to external experts.
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company’s ability to conduct its business, and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company:
∙The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:
∙Manipulation of the financial statements via fraudulent journal entries.
∙We rebutted the presumed fraud risk over revenue as this entity did not earn any revenue in the year.
These areas were communicated to the other members of the engagement team not present at the discussion.
The procedures we carried out to gain evidence in the above areas included:
∙Testing journal entries, focusing particularly on postings to unexpected or unusual accounts.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DIGITAL BIDCO LIMITED (CONTINUED)
Use of our report
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.
Benjamin Stapleton (Senior Statutory Auditor)
for and on behalf of
CLA Evelyn Partners Limited
Chartered Accountants
Statutory Auditor
14th Floor
103 Colmore Row
Birmingham
B3 3AG
28 August 2024
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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Exceptional administrative expenses
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Total administrative expenses
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Interest payable and similar expenses
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Loss for the financial year
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There was no other comprehensive income for 2023 (2022 - £Nil).
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The notes on pages 13 to 22 form part of these financial statements.
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DIGITAL BIDCO LIMITED
REGISTERED NUMBER:11771679
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BALANCE SHEET
AS AT 30 SEPTEMBER 2023
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 22 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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Comprehensive loss for the year
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Comprehensive loss for the year
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Digital Bidco Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 11771679). The registered office address is No.1 London Bridge, London, SE1 9BG.
The Company's functional and presentational currency is GBP.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 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:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows; and
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Digital Topco Limited as at 30 September 2023 and these financial statements may be obtained from Companies House.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
The Company made a loss after tax for the period of £5,759k (2022 - £4,251k) and had net liabilities of £18,258k (2022 - £12,499k) at 30 September 2023.
The directors have made an assessment in preparing these financial statements as to whether the Company remains a going concern. The directors have carefully reviewed the future prospects of the Company and the Group that the Company is part of. With support from other members of the Group, this review has shown the Company has sufficient cash resources available to ensure it can meet its financial obligations as they fall due for the foreseeable future, this being the period covering at least 12 months from the date of approval of these financial statements. The directors, therefore, continue to adopt the going concern basis of accounting in preparing these financial statements.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Exceptional costs are those costs, that are one off in nature, that are associated with restructuring the business, to enable growth, through both acquisition and organically. These costs include any acquisition related deal costs and costs to restructure the business as a result of the growth achieved.
Investments in subsidiaries are measured at cost less accumulated impairment.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The directors do not consider there to be any material judgements or estimates.
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The exceptional items relate to non-recurring legal and professional costs in respect of acquisition transactions.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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Full details of auditor's remuneration and non-audit remuneration is disclosed in the consolidated accounts of Digital Topco Limited.
Full details of auditors' remuneration is disclosed in the consolidated accounts of Digital Topco Limited.
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The Company has no employees other than the directors, who did not receive any remuneration (2022 - £Nil).
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Interest payable and similar expenses
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Other loan interest payable
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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Current tax on losses for the year
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Taxation on loss on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of22% (2022 - 19%). The differences are explained below:
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Loss on ordinary activities before tax
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.Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 22% (2022 - 19%)
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Expenses not deductible for tax purposes
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Deferred tax not recognised
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Total tax charge for the year
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Factors that may affect future tax charges
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Finance Bill 2021 includes legislation to increase the main rate of corporation tax from 19% to 25% from 1 April 2023. These changes are not included above as Finance Bill 2021 was not substantively enacted by the year end.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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ASL Technology Holdings Ltd.
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Intermediate holding company
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Automated Systems Group Limited*
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Sales and servicing of photocopiers and other office equipment
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Gemini Office Solutions Limited*
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Copyrite Digital Systems Ltd*
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Sale of office machinery and equipment
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Supply of business equipment
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*subsidiaries held indirectly
The registered address for all the direct and indirect subsidiary undertakings is No.1 London Bridge, London, SE1 9BG.
On 2 February 2023, Automated Systems Group Limited acquired Sharples Group Limited.
On 17 March 2023, Automated Systems Group Limited acquired Copyrite Digital Systems Ltd.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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A formal agreement is in place in respect of Amounts owed by group undertakings, the amount is repayable in October 2024.
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Creditors: Amounts falling due within one year
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Bank loans (net of arrangement fees)
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Accruals and deferred income
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Bank loans
The bank loans attract interest at a rate of between 3-5% plus SONIA and are secured by a fixed and floating charge on the assets of the Company. The bank loans are repayable by July 2025. Since the year end the company has received a credit approved offer to extend the facility to September 2025.
Other loans
Other loans comprise of secured loan stock due to funds managed by Primary Capital. The loan stock is subject to an interest rate of 10% per annum.
A formal agreement is in place in respect of Amounts owed to group undertakings, the amount is repayable in October 2024.
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 2-5 years
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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Allotted, called up and fully paid
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658,261 Ordinary shares of £1.00 each
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Retained earnings
This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.
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Related party transactions
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The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.
Included in the ‘Other loans’ balance in note 13 is £28,953k (2022 - £26,304k) owed to Primary Capital, the ultimate parent company of Digital Bidco Limited. Interest of £2,650k (2022 - £2,374k) accrued during the financial year in relation to this balance.
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The immediate parent undertaking is Digital Topco Limited, a company registered in England and Wales.
The ultimate parent undertaking is Primary Capital IV (Nominees) Limited, a company registered in England and Wales.
The largest and smallest group of undertakings for which group accounts for the year ended 30 September 2023 have been drawn up, is that headed by Digital Topco Limited. The registered office address of Digital Topco Limited is No.1 London Bridge, London, England, SE1 9BG. Copies of the group accounts are available from Companies House.
The ultimate controlling party is Primary Capital IV (Nominees) Limited, by virtue of their shareholding and directorship in the ultimate parent undertaking.
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