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Registered number: 11246990










APFM UK LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
APFM UK LIMITED
 

COMPANY INFORMATION


Directors
W S Blackwell 
S Low-Tufo 




Registered number
11246990



Registered office
Unit 1 Station Road

Hungerford

Berkshire

RG17 0DY




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Communications Road

Greenham Business Park

Greenham

Newbury

Berkshire

RG19 6AB





 
APFM UK LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditors' Report
 
4 - 6
Consolidated Statement of Comprehensive Income
 
7
Consolidated Balance Sheet
 
8
Company Balance Sheet
 
9
Consolidated Statement of Changes in Equity
 
10
Company Statement of Changes in Equity
 
11
Consolidated Statement of Cash Flows
 
12
Consolidated Analysis of Net Debt
 
13
Notes to the Financial Statements
 
14 - 28


 
APFM UK LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present the Strategic Report for the year ended 31 December 2023.

Business review
 
Turnover increased from £9,706,060 to £11,056,584 due to price increase to some product lines, as well as more clients upgrading to a higher tier package.
The gross profit margin has decreased slightly from 90.0% to 88.2%.
Administrative expenses have increased from £8,326,745 to £9,218,584 due to movements in labour costs as well as other general cost increases to support business growth.
A loss after tax of £1,238,689 was reported for the year, compared to a loss of £1,120,416 in 2022.

Principal risks and uncertainties
 
Market Risk
Our websites have high visibility in the search engines which is important to the success of our business. The senior management team are aware that search engine rankings can change and are committed to developing our products to retain high visibility in search engines and to further diversify our marketing strategy.
Financial risk management
Senior management regularly review key debtor recoverability metrics on a weekly basis and perform the relevant due diligence before entering into contracts with suppliers.
Business environment
The business operates in the older person care and childcare sectors which have ongoing challenges and risks around funding, recruitment and infection control. We remain committed to being a valuable resource to help care seekers find the right care, and to help care providers attract new clients. Various turnover protection and investment strategies have been implemented to mitigate the risk to our business.

Financial key performance indicators
 
Turnover has increased by 13.9% to £11,056,584.
The company has generated an operating profit of £532,077 in 2023 compared to £409,021 in 2022.
The loss after tax for the year has decreased by 10.6% to £1,238,689.
The net liability position has increased by 35.6% to £16,227,071.


This report was approved by the board and signed on its behalf.



W S Blackwell
Director

Date: 22 August 2024

Page 1

 
APFM UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

W S Blackwell 
S Low-Tufo 

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £1,238,689 (2022 - loss £1,120,416).

Dividends of £3,025,000 were paid during the year (2022: £3,190,000).

Future developments

We plan to continue to develop our product to help care seekers find the right care, and to help care providers attract new clients.

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Page 2

 
APFM UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditors

The auditorsJames Cowper Kreston Auditwill 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.
 





W S Blackwell
Director

Date: 22 August 2024

Page 3

 
APFM UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APFM UK LIMITED
 

Opinion


We have audited the financial statements of APFM UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and 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).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.
Page 4

 
APFM UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APFM UK LIMITED (CONTINUED)




Opinion 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 Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 2, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' 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 Auditors' 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 Group financial statements.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
 
Page 5

 
APFM UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APFM UK LIMITED (CONTINUED)



The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows: 
• Enquiry of management and those charged with governance around actual and potential litigation and                    claims;
• Enquiry of management and those charged with governance to identify any material instances of non-                    compliance with laws and regulations;
• Reviewing financial statement disclosures and testing to supporting documentation to assess                                    compliance with applicable laws and regulations;
•  Performing audit work to address the risk of irregularities due to management override of controls,                   including  testing of journal entries and other adjustments for appropriateness, evaluating the business                                 rationale of significant transactions outside the normal course of business and reviewing accounting                              estimates for evidence of bias.


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 Auditors' Report.


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 2006Our 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 Auditors' 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.





Jonathan Baillie BA (Hons) ACA FCCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
2 Communications Road
Greenham Business Park
Greenham
Newbury
Berkshire
RG19 6AB

 
Date: 
22 August 2024
Page 6

 
APFM UK LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
11,056,584
9,706,060

Cost of sales
  
(1,299,296)
(970,294)

Gross profit
  
9,757,288
8,735,766

Administrative expenses
  
(9,225,211)
(8,326,745)

Operating profit
 5 
532,077
409,021

Interest receivable and similar income
 9 
8,737
1,366

Interest payable and similar expenses
 10 
(1,467,127)
(1,306,213)

Loss before taxation
  
(926,313)
(895,826)

Tax on loss
 11 
(312,376)
(224,590)

Loss for the financial year
  
(1,238,689)
(1,120,416)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(1,238,689)
(1,120,416)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(1,238,689)
(1,120,416)

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 14 to 28 form part of these financial statements.

Page 7

 
APFM UK LIMITED
REGISTERED NUMBER: 11246990

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
16,483,892
19,346,194

Tangible assets
 14 
314,773
357,775

  
16,798,665
19,703,969

Current assets
  

Debtors: amounts falling due within one year
 16 
3,301,690
2,824,330

Cash at bank and in hand
 17 
1,189,206
588,900

  
4,490,896
3,413,230

Creditors: amounts falling due within one year
 18 
(6,100,394)
(5,000,312)

Net current liabilities
  
 
 
(1,609,498)
 
 
(1,587,082)

Total assets less current liabilities
  
15,189,167
18,116,887

Creditors: amounts falling due after more than one year
 19 
(29,694,268)
(28,227,141)

Provisions for liabilities
  

Deferred Taxation
  
(1,721,970)
(1,853,128)

Net liabilities
  
(16,227,071)
(11,963,382)


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account
 23 
(16,227,171)
(11,963,482)

Equity attributable to owners of the parent Company
  
(16,227,071)
(11,963,382)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




W S Blackwell
Director

Date: 22 August 2024

The notes on pages 14 to 28 form part of these financial statements.

Page 8

 
APFM UK LIMITED
REGISTERED NUMBER: 11246990

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 15 
31,850,000
31,850,000

Current assets
  

Cash at bank and in hand
 17 
4,971
-

  
4,971
-

Creditors: amounts falling due within one year
 18 
(2,315,495)
(2,205,986)

Net current liabilities
  
 
 
(2,310,524)
 
 
(2,205,986)

Total assets less current liabilities
  
29,539,476
29,644,014

  

Creditors: amounts falling due after more than one year
 19 
(29,694,268)
(28,227,141)

  

Net (liabilities)/assets
  
(154,792)
1,416,873


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account carried forward
  
(154,892)
1,416,773

  
(154,792)
1,416,873


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



W S Blackwell
Director

Date: 22 August 2024

The notes on pages 14 to 28 form part of these financial statements.

Page 9

 
APFM UK LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£

At 1 January 2023
100
(11,963,482)
(11,963,382)
(11,963,382)



Loss for the year
-
(1,238,689)
(1,238,689)
(1,238,689)

Dividends: Equity capital
-
(3,025,000)
(3,025,000)
(3,025,000)


At 31 December 2023
100
(16,227,171)
(16,227,071)
(16,227,071)



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£

At 1 January 2022
100
(7,653,066)
(7,652,966)
(7,652,966)



Loss for the year
-
(1,120,416)
(1,120,416)
(1,120,416)

Dividends: Equity capital
-
(3,190,000)
(3,190,000)
(3,190,000)


At 31 December 2022
100
(11,963,482)
(11,963,382)
(11,963,382)


The notes on pages 14 to 28 form part of these financial statements.

Page 10

 
APFM UK LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
100
1,416,773
1,416,873



Profit for the year
-
1,453,335
1,453,335

Dividends: Equity capital
-
(3,025,000)
(3,025,000)


At 31 December 2023
100
(154,892)
(154,792)



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
100
2,828,522
2,828,622



Profit for the year
-
1,778,251
1,778,251

Dividends: Equity capital
-
(3,190,000)
(3,190,000)


At 31 December 2022
100
1,416,773
1,416,873


The notes on pages 14 to 28 form part of these financial statements.

Page 11

 
APFM UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(1,238,689)
(1,120,416)

Adjustments for:

Amortisation of intangible assets
4,464,045
4,167,799

Depreciation of tangible assets
169,082
153,400

Interest paid
1,467,127
1,306,213

Interest received
(8,737)
(1,366)

Taxation charge
312,376
224,590

(Increase) in debtors
(482,331)
(650,371)

Increase in creditors
809,128
794,104

Corporation tax (paid)
(152,580)
(184,999)

Net cash generated from operating activities

5,339,421
4,688,954


Cash flows from investing activities

Purchase of intangible fixed assets
(1,601,743)
(1,227,000)

Purchase of tangible fixed assets
(126,080)
(114,553)

Interest received
8,737
1,366

Net cash from investing activities

(1,719,086)
(1,340,187)

Cash flows from financing activities

Dividends paid
(3,025,000)
(3,190,000)

Net cash used in financing activities
(3,025,000)
(3,190,000)

Net increase in cash and cash equivalents
595,335
158,767

Cash and cash equivalents at beginning of year
588,900
430,133

Cash and cash equivalents at the end of year
1,184,235
588,900


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,184,235
588,900


The notes on pages 14 to 28 form part of these financial statements.

Page 12

 
APFM UK LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023





At 1 January 2023
Cash flows
Other non-cash changes
At 31 December 2023
£

£

£

£

Cash at bank and in hand

588,900

595,335

-

1,184,235

Debt due after 1 year

(28,227,141)

-

(1,467,127)

(29,694,268)

Debt due within 1 year

-

-

-

-


(27,638,241)
595,335
(1,467,127)
(28,510,033)

The notes on pages 14 to 28 form part of these financial statements.

Page 13

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

APFM UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 1 Station Yard, Station Road, Hungerford, Berkshire, RG17 0DY.
The group consists of APFM UK Limited and all of its subsidiaries.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

Whilst the Group has net liabilities at the year end of £16,227,071 (2022: £11,963,382) and net current liabilities of £1,609,498 (2022: £1,587,082) the Group's underlying trade is strong and has generated significant EBITDA during the current year and also generated significant levels of cash from the operating activities of the Group as detailed in the Consolidated Statements of Cash Flows. This is expected to continue into 2024 and beyond.
For these reasons the directors believe that it is appropriate to prepare the financial statements on a going concern basis.

 
2.4

Revenue

Revenue represents amounts receivable for the online publishing service net of VAT. 
Revenue from contracts for the provision of services is recognised over the period of the contract on a monthly basis between the start date and end date of the order. 
The contract period is usually 12 months long and the income is deferred at the start of the contract and released in equal installments over the period of the contract.

Page 14

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

  
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives of 3 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 15

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

No amounts in respect of share based payments are accounted for in the Group because the amounts that would be charged are not material. 

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 and the Group operate and generate 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

Page 16

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Trade names
-
10% Straight line basis
Development expenditure
-
33% Straight line basis
Customer lists
-
10% Straight line basis
Technology
-
33% Straight line basis
Goodwill
-
10% Straight line basis

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Software
-
33%
Fixtures and fittings
-
25%
Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 17

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate
Page 18

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)

for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgments, 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 key judgments made by the directors in preparation of the financial statements are as follows:
Capitalisation of development expenditure
The group capitalises development expenditure if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The key judgment arises in determining if the assets will generate probable future economic benefits and the proportion of time that is related to development expenditure and not research and development activities.
Amortisation of intangible assets
The Group has significant levels of intangible assets arising on consolidation following the acquisition of Tomorrow's Net Limited in April 2018. The key judgment in respect of these assets is the amortisation period. The directors review these amortisation periods at the end of each financial year to ensure they are still appropriate.  

Page 19

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

The whole of the turnover is attributable to the principal activity of the group.

All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation charge
169,082
153,400

Amortisation charge
4,464,045
4,167,799

Operating lease rentals
80,131
70,329


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
22,000
19,500


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
3,484,669
2,924,613
-
-

Social security costs
568,695
493,461
-
-

Cost of defined contribution scheme
221,284
200,721
-
-

4,274,648
3,618,795
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Employees
98
85

Page 20

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors emoluments
212,486
206,228

Company contributions to defined contribution pension schemes
9,886
9,338

222,372
215,566


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £212,486 (2022 - £206,228).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9,886 (2022 - £9,338).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
8,737
1,366


10.


Interest payable and similar expenses

2023
2022
£
£


Loans from group undertakings
1,467,127
1,306,213

Page 21

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
451,552
328,882

Adjustments in respect of previous periods
(8,018)
9,571


Total current tax
443,534
338,453

Deferred tax


Origination and reversal of timing differences
(131,158)
(113,863)

Total deferred tax
(131,158)
(113,863)


Taxation on profit on ordinary activities
312,376
224,590

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(926,313)
(895,826)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(217,869)
(265,207)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
536,315
645,521

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,948
10,984

Adjustments to tax charge in respect of prior periods
(8,018)
9,571

Remeasurement of deferred tax for changes in tax rates
-
(176,279)

Total tax charge for the year
312,376
224,590


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Dividends

2023
2022
£
£


Dividends paid
3,025,000
3,190,000

When the dividend of £275,000 in November 2023 was declared the Directors believed that there were sufficient reserves to declare that dividend.


13.


Intangible assets

Group and Company





Technology
Customer lists
Trade names
Develop-ment costs
Goodwill
Total

£
£
£
£
£
£



Cost


At 1 January 2023
491,410
8,841,355
2,353,845
3,456,487
22,779,630
37,922,727


Additions - internal
-
-
-
1,601,743
-
1,601,743



At 31 December 2023

491,410
8,841,355
2,353,845
5,058,230
22,779,630
39,524,470



Amortisation


At 1 January 2023
491,410
4,199,646
1,118,225
1,948,659
10,818,593
18,576,533


Charge for the year
-
884,136
235,384
1,066,562
2,277,963
4,464,045



At 31 December 2023

491,410
5,083,782
1,353,609
3,015,221
13,096,556
23,040,578



Net book value



At 31 December 2023
-
3,757,573
1,000,236
2,043,009
9,683,074
16,483,892



At 31 December 2022
-
4,641,709
1,235,620
1,507,828
11,961,037
19,346,194



Page 23

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets

Group






Fixtures and fittings
Computer equipment
Other fixed assets
Total

£
£
£
£



Cost or valuation


At 1 January 2023
441,549
152,786
75,790
670,125


Additions
7,725
46,946
71,409
126,080



At 31 December 2023

449,274
199,732
147,199
796,205



Depreciation


At 1 January 2023
170,120
97,305
44,925
312,350


Charge for the year
98,525
43,516
27,041
169,082



At 31 December 2023

268,645
140,821
71,966
481,432



Net book value



At 31 December 2023
180,629
58,911
75,233
314,773



At 31 December 2022
271,429
55,481
30,865
357,775

Page 24

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
31,850,000



At 31 December 2023
31,850,000





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Tomorrow's Net Limited
Unit 1, Station Yard, Station Road, 
Hungerford, Berkshire, RG17 0DY
Ordinary
100%


Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Tomorrow's Guides Limited
Unit 1, Station Yard, Station Road, Hungerford, Berkshire, RG17 0DY
Ordinary
100%


16.


Debtors

Group
Group
2023
2022
£
£


Trade debtors
3,174,381
2,700,511

Other debtors
2,910
5,892

Prepayments and accrued income
124,399
117,927

3,301,690
2,824,330


Page 25

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
1,189,206
588,900
4,971
-



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
119,014
116,082
-
-

Amounts owed to group undertakings
-
-
2,315,495
2,205,986

Corporation tax
415,019
124,065
-
-

Other taxation and social security
542,697
460,417
-
-

Other creditors
226
184
-
-

Accruals and deferred income
5,023,438
4,299,564
-
-

6,100,394
5,000,312
2,315,495
2,205,986



19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts owed to group undertakings
29,694,268
28,227,141
29,694,268
28,227,141


The amounts owed to group undertakings relate to two unsecured loan notes due for repayment in March 2026 and December 2027. These loan notes accrue interest at 5% and 8% per annum respectively, which is payable on the final repayment dates noted above. Accrued interest has therefore been included in amounts owed to group undertakings falling due after more than one year.

Page 26

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Cash and cash equivalents
1,189,206
588,900
4,971
-

Financial assets measured at amortised cost
3,177,291
2,706,403
-
-

4,366,497
3,295,303
4,971
-


Financial liabilities

Financial liabilities measured at amortised cost
30,356,205
28,803,824
32,009,763
30,433,127


Financial assets measured at fair value through profit or loss comprise cash at bank.
Financial assets measured at amortised cost comprise trade and other debtors.


Financial liabilities measured at amortised cost comprise trade and other creditors, amounts owed to group undertakings and social security and other taxes.


21.


Deferred taxation


Group



2023
2020


£

£






At beginning of year
(1,853,128)
(1,966,991)


Charged to profit or loss
131,158
113,863



At end of year
(1,721,970)
(1,853,128)

Group
Group
2023
2022
£
£

Accelerated capital allowances
(543,310)
(410,850)

Short term timing differences
10,556
10,025

Arising on business combinations
(1,189,216)
(1,452,303)

(1,721,970)
(1,853,128)

Page 27

 
APFM UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



100 (2022 - 100) Ordinary shares of £1.00 each
100
100



23.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits available for distribution. 


24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £299,186 (2022: £200,721). No contributions were payable to the fund at the balance sheet date in either 2023 or 2022.


25.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
80,055
74,890

Later than 1 year and not later than 5 years
131,250
190,680

211,305
265,570

26.


Related party transactions

The Group is exempt from the disclosure of related party transactions with other 100% owned members of the group headed by Apex Super Parent, L.P.
Key management personnel remuneration for the year totalled £880,770 (2022: £700,126).


27.


Controlling party

The ultimate controlling party is Apex Super Parent, L.P., a limited partnership incorporated in the United States of America.
The parent of the smallest group for which group accounts including APFM UK Limited are drawn up is A Place For Mom Inc. Copies of these accounts are not available to the public. The parent of the largest group for which group accounts including APFM UK Limited are drawn up is Apex Super Parent, L.P. Copies of these accounts are not available to the public.

Page 28