Company registration number 14302626 (England and Wales)
ANTSER GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
ANTSER GROUP LIMITED
COMPANY INFORMATION
Director
Mr R A Dooner
Company number
14302626
Registered office
2nd Floor
122 Colmore Row
Birmingham
B3 3BD
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
ANTSER GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 21
ANTSER GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The director presents the strategic report for the year ended 31 March 2024.
Principal Activities
The principal activity of the company in the year under review was that of a holdings company.
On 14 November 2023, the company directly acquired the entire issued share capital of two subsidiary undertakings - Cornerstone Training and Support Limited and Carter Brown - The Expert Services Limited - from its subsidiary undertaking, AHL Holdings 1 Limited.
On the same date, the company sold its interest in AHL Holdings 1 Limited to The Martin James Group Limited.
On 16 November 2023, the entire issued share capital of the company was acquired by Project Blackwater Bidco Limited. Further information on the company's ultimate holding company is included in note 21.
Review of the business
The Company’s financial results for the year and its financial position at the year end can be found in the annexed financial statements. In summary the Company achieved a loss before tax of £1,308,868 (2023: £2,935,637) for the year and had net assets at the year end of £8,181,241 (2023: £9,769,045).
Key performance indicators
The Company uses a range of Key Performance Indicators (KPIs) to measure the effectiveness of operational and financial performance. The financial KPIs surround the financial performance of the Group, in terms of cash and working capital management and profitability as detailed in the financial statements. Non-Financial KPIs focus on the quality, sustainability and development of service provision to ensure that services are successful and positive outcomes achieved, alongside financial performance. These KPIs are monitored on a daily, weekly and monthly basis. The Directors are satisfied with the Group’s performance against the KPIs during the year.
Risk Management
Operational Risk Management
The Company has significant experience of managing risks which has enabled it to develop robust policies, procedures and systems. These are continually reviewed to ensure that they are appropriate and provide mitigation against any potential emerging risk. The main areas of focus are regulatory compliance, service provision, data protection, customer service, financial management and employee related matters.
Financial Risk Management
The Company’s operations expose it to a variety of financial risks that include pressure on price risk, credit risk, liquidity risk, cash flow and interest rate risk, The Group has in place a risk management programme that seeks to limit potential adverse effects on the financial performance of the Group by monitoring levels of income, expenditure and liquidity.
Price Risk
The level of fees charged by the Company for its services continues to be set at levels deemed by the Directors to be excellent value for money, very competitive and at arms-length. The risk is managed where relevant through contract management and agreeing pricing on an annual appropriate contract length basis ahead of provision of services, where possible.
Liquidity Risk
The Company can utilise its borrowing facilities and as such this risk is considered to be relatively low. The level of the Groups borrowing facilities are actively reviewed by Management.
Cash flow and Interest Rate Risk
The Group prepares and reviews timely cash flow projections monitoring funds available to mitigate this exposure.
Investment Impairment Risk
This risk is directly related to the performance of the subsidiary companies. The company manages this risk through management review of each individual subsidiary, company’s operational and financial performance, as well as company financial and non-financial KPI reporting.
ANTSER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Going concern
The Directors have considered the future performance and position of the Company for a period of at least twelve months from the date of approval of the financial statements by reference to business forecasts and borrowing facilities in place at the time of signing the financial statements. As a result, the board deem it suitable to continue reporting on the going concern basis.
Events since the end of the year
Since 31 March 2024 the group acquired the trade and assets of Solihull Autism Assessment Services LLP .
Mr R A Dooner
Director
15 October 2024
ANTSER GROUP LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
The director presents his annual report and financial statements for the year ended 31 March 2024.
Principal activities
The principal activity of the company in the year under review was that of a holdings company.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The director does not recommend payment of a final dividend.
No preference dividends were paid.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mrs A Cockburn
(Resigned 16 November 2023)
Mr M J S Cockburn
(Resigned 16 November 2023)
Mr R A Dooner
Mr N Holder
(Resigned 16 November 2023)
Mr D Hart
(Appointed 16 November 2023 and resigned 30 August 2024)
Auditor
Ormerod Rutter Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to:
select suitable accounting policies and then apply them consistently;
make judgements 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 company will continue in business.
The director is 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 enable them to ensure that the financial statements comply with the Companies Act 2006. He is 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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
ANTSER GROUP LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr R A Dooner
Director
15 October 2024
ANTSER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ANTSER GROUP LIMITED
- 5 -
Opinion
We have audited the financial statements of Antser Group Limited (the 'company') for the year ended 31 March 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and 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 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 company's affairs as at 31 March 2024 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.
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 director's 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 director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
ANTSER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ANTSER GROUP LIMITED (CONTINUED)
- 6 -
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 director's 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, 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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or operations of the company and group, including the Companies Act 2006 and taxation legislation and;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where their knowledge of actual, suspected and alleged fraud; and
considering internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual transactions or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.
ANTSER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ANTSER GROUP LIMITED (CONTINUED)
- 7 -
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Colm McGrory FCA
Senior Statutory Auditor
For and on behalf of Ormerod Rutter Limited
15 October 2024
Chartered Accountants
Statutory Auditor
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
ANTSER GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
Year
Period
ended
ended
31 March
31 March
2024
2023
Notes
£
£
Turnover
-
-
Administrative expenses
(447,449)
(104,682)
Exceptional item
3
(122,553)
Operating loss
(570,002)
(104,682)
Interest receivable and similar income
7
10,843,578
11,077,416
Amounts written off investments
8
(11,582,444)
(13,908,371)
Loss before taxation
(1,308,868)
(2,935,637)
Tax on loss
9
Loss for the financial year
(1,308,868)
(2,935,637)
Other comprehensive income
Share based payment expense
104,682
Total comprehensive income for the year
(1,308,868)
(2,830,955)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
ANTSER GROUP LIMITED
BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
11
9,898,687
9,769,045
Current assets
Debtors
13
81,452
Creditors: amounts falling due within one year
14
(1,798,898)
Net current liabilities
(1,717,446)
Net assets
8,181,241
9,769,045
Capital and reserves
Called up share capital
16
6,134,436
6,384,436
Share premium account
17
75,746
Other reserves
3,384,609
3,489,291
Profit and loss reserves
(1,413,550)
(104,682)
Total equity
8,181,241
9,769,045
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 15 October 2024 and are signed on its behalf by:
Mr R A Dooner
Director
Company registration number 14302626 (England and Wales)
ANTSER GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
Share capital
Share premium account
Merger reserve
Share based payments reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 17 August 2022
-
-
Period ended 31 March 2023:
Loss
-
-
-
-
(2,935,637)
(2,935,637)
Other comprehensive income:
Share based payments movements
-
-
-
104,682
104,682
Total comprehensive income
-
-
-
104,682
(2,935,637)
(2,830,955)
Issue of share capital
16
8,643,263
-
-
-
8,643,263
Reduction of shares
16
(2,258,827)
-
-
(2,258,827)
Transfers
-
-
15,034,153
-
15,034,153
Other movements
-
-
(11,649,544)
-
2,830,955
(8,818,589)
Balance at 31 March 2023
6,384,436
3,384,609
104,682
(104,682)
9,769,045
Year ended 31 March 2024:
Loss and total comprehensive income
-
-
-
-
(1,308,868)
(1,308,868)
Reduction of shares
16
(250,000)
-
-
(250,000)
Other movements
-
75,746
-
(104,682)
-
(28,936)
Balance at 31 March 2024
6,134,436
75,746
3,384,609
(1,413,550)
8,181,241
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
1
Accounting policies
Company information
Antser Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 122 Colmore Row, Birmingham, England, B3 3BD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
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 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
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’ Carrying amounts, 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.
The financial statements of the company are consolidated in the financial statements of Project Blackwater Topco Limited. These consolidated financial statements are available from its registered office, 2nd Floor, 122 Colmore Row, Birmingham, B3 3BD.
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.
1.2
Going concern
These financial statements have been drawn up on the going concern basis. If the going concern basis were not appropriate, adjustments would have been made to reduce assets to recoverable amounts, to provide for any further liabilities that might arise, and to re-classify fixed assets as current assets and long term liabilities as current liabilities.true
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 12 -
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
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
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.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial assets
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.
Classification of financial liabilities
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
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
Other financial liabilities
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.6
Equity instruments
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.
1.7
Employee benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
1.8
Share-based payments
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
1.9
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
3
Exceptional item
2024
2023
£
£
Expenditure
Exceptional items
122,553
-
Exceptional costs in the year comprise of £58,898 costs relating to duplicated resources as a result of the acquisition by Project Blackwater Bidco Limited and £63,655 costs arising on the exercise of share options (see note 15).
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
4,750
12,750
5
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
114,501
92,591
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Management
2
2
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
199,618
104,682
Social security costs
26,015
-
225,633
104,682
7
Interest receivable and similar income
2024
2023
£
£
Income from fixed asset investments
Income from shares in group undertakings
10,843,578
11,077,416
8
Amounts written off investments
2024
2023
£
£
Loss on disposal of fixed asset investments
(10,637,553)
Other gains and losses
(944,891)
(13,908,371)
(11,582,444)
(13,908,371)
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
9
Taxation
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:
2024
2023
£
£
Loss before taxation
(1,308,868)
(2,935,637)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(327,217)
(557,771)
Tax effect of expenses that are not deductible in determining taxable profit
2,966,558
2,662,480
Tax effect of income not taxable in determining taxable profit
(2,737,065)
(2,104,709)
Unutilised tax losses carried forward
97,724
Taxation charge for the year
-
-
10
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2024
2023
Notes
£
£
In respect of:
Fixed asset investments
11
944,891
13,908,371
Recognised in:
Amounts written off investments
944,891
13,908,371
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
11
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
12
9,898,687
9,769,045
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Fixed asset investments
(Continued)
- 17 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023
9,769,045
Additions
10,843,578
Disposals
(9,769,045)
At 31 March 2024
10,843,578
Impairment
At 1 April 2023
-
Impairment losses
944,891
At 31 March 2024
944,891
Carrying amount
At 31 March 2024
9,898,687
At 31 March 2023
9,769,045
On 13 July 2023, the company's subsidiary undertaking at the time, AHL Holdings 1 Limited sold its interest in Reconstruct (Children & Adult Services) Limited.
On 14 November 2023, the company directly acquired the entire issued share capital of two subsidiary undertakings - Cornerstone Training and Support Limited and Carter Brown - The Expert Services Limited - from AHL Holdings 1 Limited.
On the same date, the company sold its entire interest in AHL Holdings 1 Limited to The Martin James Group Limited. On that date, AHL Holdings 1 Limited held the following subsidiary undertakings:
Journey 2 Foster Limited
Pengower Technology Limited
Pengower Limited
CB (VR) Limited
ATS Tech Solutions Limited
CB (Expert Services) Limited
Antser Tech Solutions Manilla Inc
On 16 November 2023, thee entire issued share capital of the company was acquired by Project Blackwater Bidco Limited. Further information on the company's ultimate holding company is included in note 21.
12
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Cornerstone Training and Support Limited
1
Ordinary
-
100.00
Carter Brown - The Expert Service Limited
1
Ordinary
-
100.00
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
12
Subsidiaries
(Continued)
- 18 -
Registered office addresses (all UK unless otherwise indicated):
1
2nd Floor, 122 Colmore Row, Birmingham, England, B3 3BD
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
15,398
Other debtors
64,954
Prepayments and accrued income
1,100
81,452
14
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
1,723,678
Taxation and social security
20,164
Other creditors
1,350
Accruals and deferred income
53,706
1,798,898
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
15
Share-based payment transactions
Antser Group Limited operated an equity-settled share-based payment scheme to give an incentive to their key employees during the course of the year.
Employees were granted 330 options over B ordinary shares during the course of the year-ended 31 March 2023.
A reconciliation of the share option movement over the year to 31 March 2024 is shown below.
| | |
| | Weighted average exercise price |
Outstanding as at 1 April 2023 | | |
| | |
| | |
| | |
| | |
Outstanding at 31 March 2024 | | |
Exercisable at 31 March 2024 | | |
The company is unable to directly measure the fair value of employee services received. Instead, the fair value of the options over B ordinary shares granted during the prior year was determined using an option pricing methodology. The model is internationally recognized as being appropriate to value employee options. This methodology considers the exercise price, the term of the option or share, the total value of the company at the grant date and expected volatility, the expected dividend yield and the risk-free interest rate for the term of the option or share.
During the year ended 31 March 2024, 100 options were exercised at a premium of £757.46 per share, resulting in reduction of £12,091 in the share payment reserve, an exceptional cost of £63,655 and an increase in share premium of £75,746.
In addition, 230 options lapsed per share, resulting in reduction of £92,591 in the share payment reserve and a credit to amounts written off investments of £92,591.
The total (credit) charge to the in the year with respect of the share options over B ordinary shares was: (£28,936) (Prior year :£104,682).
16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 0.1p each
3,029
3,029
3
3
Ordinary B of 0.1p each
1,410
1,310
1
1
Ordinary of 0.1p each
5,247
5,247
5
5
Growth of 0.1p each
100
100
1
1
9,786
9,686
10
10
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
16
Share capital
(Continued)
- 20 -
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Ordinary Preferred of £1 each
6,134,426
6,384,426
6,134,426
6,384,426
Preference shares classified as equity
6,134,426
6,384,426
Total equity share capital
6,134,436
6,384,436
Holders of A ordinary shares shall enjoy voting rights to a maximum of 30.6% in the company. and an entitlement to the long term dividend pursuant to 3.1 of the articles. The A ordinary shares carry a right to a return of capital (Including on winding up) in accordance with article 3.2.
Holders of B ordinary shares are entitled to dividends. Shall enjoy voting rights to the maximum of 69.4% in the company on a pro rata basis according to the number of B Ordinary shares and ordinary shares held. The B ordinary shares carry a right to return of capital (Including on a winding up) in accordance the article 3.2.
Ordinary share holders have entitlement to dividends. Holders of the Ordinary shares shall enjoy voting rights to a maximum of 69.4% in the company on a pro rata basis according to the number of B ordinary shares and ordinary shares held. The Ordinary shares carry right to return of capital (including on a winding up) in accordance with article 3.2.
Holders of Growth shares are not entitled to dividends. Have no entitlement to attend, speak or vote at a general meeting of the company. The Growth shares carry a right to a return of capital (Including on a winding up) in accordance with article 3.2
Preferred ordinary share holders are entitled to Preferred Dividends per article 3.1. No entitlement to attend, speak or vote at a general meeting of the company. The Preferred ordinary shares carry a right to return of capital (including on winding up) in accordance with article 3.2.
On 14 November 2023, the company reduced its preference ordinary capital by cancelling 250,000 preferred ordinary shares of £1 each.
On 16 November 2023, 100 ordinary shares of 0.1p each were issued to an option holder at a premium of £757.46 per share.
17
Share premium account
2024
2023
£
£
At the beginning of the year
Other movements
75,746
At the end of the year
75,746
ANTSER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
18
Share based payments reserve
2024
2023
£
£
At the beginning of the year
104,682
Translation gain arising in the year
104,682
Other movements
(104,682)
-
At the end of the year
104,682
19
Merger reserve
2024
2023
£
£
At the beginning of the year
3,384,609
-
Additions
-
15,034,153
Other movements
-
(11,649,544)
At the end of the year
3,384,609
3,384,609
The merger reserve represents the fair value of shares issued less the nominal value of the shares issued when the entire issued share capital of AHL Holdings 1 Limited (formerly Antser Holdings Limited) was acquired on 31 August 2022.
On the same date,capital reduction demerger took place when the entire issued share capital of Signis Limited was disposed of.
20
Financial commitments, guarantees and contingent liabilities
There are fixed and floating charges over the assets of the company in relation to bank loans advances to Project Blackwater Bidco Limited (the immediate holding company) and Loan Notes advanced by a related party to Project Blackwater Bidco Limited.
21
Ultimate controlling party
At the year end, the immediate parent undertaking was Project Blackwater Bidco Limited whilst Project Blackwater Topco Limited was regarded by the directors as being the ultimate parent company. Project Blackwater Topco Limited prepared consolidated accounts in which the results of this entity were included.
The ultimate controlling party at the year end was YFM Equity Partners, by virtue of their controlling interest in the ultimate parent company.
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