Company registration number:
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors, in preparing this Strategic Report, have complied with s414C of the Companies Act 2006
Saville Assessment Bidco Ltd was incorporated on 13 March 2023. The Company acquired Saville Assessment Ltd from Willis Towers Watson plc on 31 July 2023. The trading activities of the group comprise those of Saville Assessment as carried out prior to the acquisition. The group develops and is a global distributor of assessments for the development and selection of employees.
Results, dividends and future developments The Company made no sales during the period. The principal sources of income are expected to be generated through the provision of management advice and services to the trading companies in the group. The financial statements show a loss before interest and taxation for the year of £1,566,672 principally as a result of interest arising on intercompany financing. The investments in the balance sheet represent the carrying value of Saville Assessment Ltd, a wholly owned subsidiary acquired on 31 July 2024. The acquisition was financed through a loan from Saville Assessment Midco Ltd. The loan has been treated as a financing transaction under IFRS 102 resulting in a net present value for the loan of £39million with £20million transferred to reserves and £1.6million of interest expensed through the profit and loss account during the period. A liability of £3,900,000 is recorded in the balance sheet representing a deferred consideration payment due to Willis Towers Watson plc dependent on certain conditions agreed in the sale and purchased agreement. The group incorporated a wholly owned subsidiary in the US (Saville Assessment USA Inc) on 14 September 2023 to drive growth in the North American market. Other than as noted as part of the post balance sheet event note below the directors expect no change in the activities of the Company in future periods. Post balance sheet events The group incorporated a wholly owned subsidiary in The Netherlands (Saville Assessments Netherlands BV) on 5 February 2024 to drive growth in the European market.
The objectives of the business are to continue to build on the strength of the products and services offered by the trading subsidiaries to grow the business and provide assessments globally to its multi-national clients, affiliated companies and distributor network. Growth is expected to be driven through organic expansion and taking market share.
Key performance indicators The Company’s management team regularly reviews financial and other key indicators to monitor group performance to ensure that the strategy and targets set are being met and where appropriate corrective action is taken. Principal risks and uncertainties The directors actively monitor conditions and take actions appropriately. The directors consider the group's exposure to price risk, liquidity risk and cash-flow risk. The directors believe these risks are adequately monitored by the management and appropriate actions are taken as necessary.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Credit risk
The trading subsidiaries’ terms of engagement are agreed with all clients. Management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. Operational risk Operational risk, inherent in all businesses, is the potential for financial and reputational loss arising from failures in internal controls, operational processes or systems that support them. It includes errors, omissions, disasters and deliberate acts such as fraud. The Company follows regular reporting requirements and continuing self-assessment and appraisal of the group's operations in accordance with its policies and guidelines. Furthermore, internal arrangements are supported with appropriate disaster recovery and business continuity plans. The processes in place are continually re-evaluated as the group seeks to improve its operating efficiencies. The directors consider the current procedures to have been effective to date. Employees The group is committed, in addition to the letter of the law, to the promotion of equal opportunity in all fields, fulfilled via consistent and equitable policies and procedures for all colleagues which recognise each individual's expertise and ability. Specifically, the group endeavours to offer equal opportunity in employment, training, career development and promotion wherever possible, both to disabled colleagues, to disabled job applicants and to those who may become disabled whilst in employment. The group places considerable value on the involvement of its employees and continues its practice of keeping them informed on matters affecting them as colleagues and various factors affecting the performance of the business, as well as seeking suggestions from its colleagues. Both upwards and downwards flow of information is achieved through team briefings and on-line question and answer facilities. Risks and Uncertainties of the Economic Environment As a consequence of a number of world events such as the invasion of Ukraine by Russia, the conflict in the middle east and the impact of elections in several markets in which the group operates there have been adverse changes in global commercial activity. There has also been a decline in recruitment activity more recently that has impacted the overall group’s business. As a result of market conditions, the impact of divestiture and investment to accelerate sales growth and global presence, costs are expected to increase for the group. The Company expects the market for its assessments distributed by the trading subsidiaries to remain highly competitive. The Company will continue to monitor the situation and assess any implications to our business and our stakeholders. The group has a program of product enhancement to maintain its position as a leading global assessment provider. Customer service is key to our client proposition enabling us to ensure high quality assessments are delivered. Information security risk The group holds personal data which is subject to contractual and legislative oversight. The risks to data are managed through robust processes and controls in place over the access and storage of data. Saville Assessment has ISO27001 accreditation.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Environmental, social and governance (‘ESG’)
There is increased focus, including from governmental organisations, investors, colleagues and clients, on ESG issues such as environmental stewardship, climate change, diversity and inclusion, racial justice and workplace conduct. The group maintains a code of conduct policy published on it website together with other internal policies available to colleagues to address these areas and provide guidance. Outsourcing Risk As part of providing services to clients and managing the business, the group relies on a number of third-party service providers and suppliers. The ability to perform effectively depends in part on the ability of these service providers to meet their obligations, as well as on effective oversight of their performance. The quality of services could suffer or the group could be required to incur unanticipated costs if third-party service providers do not perform as expected or their services are disrupted. The group manages this risk through processes of supplier and partner selection, onboarding and an ongoing programme of monitoring and review to ensure that our outsource partners remain appropriate. Section 172 Companies Act 2006 In the course of the year, the Board of Directors complied with Section 172 of the Companies Act 2006 (‘S172’) by having regard to the following in all its principal decision making:
∙the long-term consequences of any of its decisions (see Strategy section above);
∙the interests of its employees (see Employees section);
∙the Company’s business relationships with its suppliers, customers and others (see Business Relationship Risk section above);
∙community and environment (see Environmental, social and governance (‘ESG’ above)
∙reputation and business conduct (see Operational risk section above); and
∙the need to act fairly as between members of the Company (the Company meets regularly with its investor and has a shareholder agreement in place).
In each case, the Board ensured that the long-term consequences of each of these decisions were carefully considered and ensured that management was challenged on the consequences of any decisions on its key stakeholders (see Directors’ Report below), the Company’s reputation, and the impact on its culture and conduct.
All key recommendations made by management in the course of the year, were reviewed and approved by the group’s board which has shareholder representation, to ensure the effective design and operation of controls within the business. The internal structures include regular reviews of IT, Information Security, Legal and Finance functions and the business operations, which ensured that all material risks were identified and accurately assessed, controlled through an effective and comprehensive control environment and group policies were appropriately adhered to. In the course of the year, the Board of Directors had access to management information in respect of the Company’s day-to-day activities via internal structures, committees and working groups.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Board also reviews all reporting disclosures on the system of internal control are appropriate, and satisfies itself that:
∙the financial statements of the Company present a true and fair view and are in accordance with the agreed accounting policies;
∙key judgements and disclosures are appropriate;
∙it continues to be appropriate to prepare the financial statements on a going concern basis; and
∙risk issues are adequately reflected in the financial statements.
Board packs for the Company are issued to the Directors a few days in advance of the Board meetings in order to provide adequate time for review. Any specific S172 factors will be flagged for consideration by the Board in respect of any relevant decisions in the future.
This report was approved by the board and signed on its behalf.
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DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Company was incorporated on 13 March 2023 and acquired Saville Assessment Limited on 1 August 2023.
The directors presents their report and the financial statements for the period ended 31 December 2023.
The directors are responsible for preparing the Strategic report, the Director's report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable her to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £1,519,968.
The directors did not recommend the payment of a dividend during the period.
The directors who served during the period were:
The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Company's Strategic Report the Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.
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DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Menzies LLP filled a casual vacancy. Menzies LLP were appointed in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVILLE ASSESSMENT BIDCO LIMITED (FORMERLY PROJECT TANGO UK BIDCO LIMITED)
We have audited the financial statements of Saville Assessment Bidco Limited (formerly Project Tango UK Bidco Limited) (the 'Company') for the period ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of 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).
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 Company 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.
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 Auditors' 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVILLE ASSESSMENT BIDCO LIMITED (FORMERLY PROJECT TANGO UK BIDCO LIMITED) (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Director's report for the financial period 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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVILLE ASSESSMENT BIDCO LIMITED (FORMERLY PROJECT TANGO UK BIDCO LIMITED) (CONTINUED)
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 financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
−The Companies Act 2006;
−Financial Reporting Standard 102;
−UK Tax Legislation;
−UK Employment Legislation;
−UK Health and Safety Legislation; and
−General Data Protection Regulations.
∙We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙We understood how the Company is complying with those legal and regulatory frameworks by making enquiries to management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of board minutes.
∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with law and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
−Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
−Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
−Challenging assumptions and judgements mad by management in its significant accounting estimates; and
−Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
−The application of inappropriate judgements or estimation to manipulate the Company's financial position;
−Posting of unusual journals and complex transactions;
−The use of management override of controls to manipulate results, or to cause the Company to enter into transactions not in its best interests.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVILLE ASSESSMENT BIDCO LIMITED (FORMERLY PROJECT TANGO UK BIDCO LIMITED) (CONTINUED)
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.
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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Chartered Accountants & Statutory Auditor
Ashcombe House
5 The Crescent
Surrey
KT22 8DY
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 24 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Saville Assessment Bidco Limited is a private Company limited by shares, domiciled and incorporated in England and Wales. The address of the Company's registered office, which is also it's principal place of business, is disclosed on the Company information page.
The Company was incorporated on 13 March 2023. Upon incorporation, the Company name was Project Tango UK Bidco Limited. The directors changed the Company name to Saville Assessment Bidco Limited on 22 September 2023. The directors shortened this first accounting period from 31 March 2024 to 31 December 2023 to remain consistent with the financial year end of other members of the group.
2.Accounting policies
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 following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Saville Assessment Holdings Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.
The Company is exempt is exempt under section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements, provided certain conditions are met. The Company and its subsidiaries are included in the consolidated audited financial statements of Saville Assessment Holdings Limited. These financial statements therefore present the financial position and financial performance of the Company as a single entity.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The directors evaluate at each annual period whether there are conditions or events, considered in the aggregate, that raise a material uncertainty about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The directors’ evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued.
The Company’s business activities, together with the factors likely to affect its future development, performance and position, including the impact of world events, are set out in the strategic report. The strategic report further describes the financial position of the Company; the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposure to cash-flow risk, credit risk and liquidity risk. The Company reported a loss for the period of £1,519,968, had net current assets of £338,454 and net assets of £18,216,462. However, the Company is reliant on the performance of its subsidiary, Saville Assessment Limited, which it acquired on 1 August 2023. Saville Assessment Limited has adequate financial resources together with long-term relationships with customers and suppliers across different geographic areas and industries. As a consequence, the directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook. Following the acquisition by the Company, Saville Assessment Limited has generated positive cashflows, which has led to cash held at the year end of £3,974,976. The directors have also considered the post year end trading results, together with forecasts which have been prepared which cover the period to 31 December 2028 for the group. In addition, a short term forecast covering the actual results to 30 June 2024 plus the six months revised forecast period to 31 December 2024 have been prepared (‘6+6 forecast’). Whilst post year end trading results have been below the original budget, the group is achieving results in line with the 6+6 forecasts and expect to meet the results shown in the longer term forecast to 31 December 2028. As a result, the directors are assured that the group has sufficient financial resources to meet their obligations as they fall due. Whilst the forecasts show no expected breaches of financial covenants, the group has also received confirmation from its key investor that they have no current intention of serving an Underperformance Notice or demanding repayment of outstanding Loan notes in the period of 12 months from the date these accounts are signed. As a consequence of the above, the directors have a reasonable expectation that the Company has appropriate resources to continue in operational existence for a period of at least twelve months from the date of approval of the financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
A review for indicators of impairment is carried out at each reporting date, with recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Key sources of estimation uncertainty Valuation of investments The Company's investment in its subsidiary is based upon the performance of its investment in the Saville Assessment trading group. The recoverable amount was determined using an equity valuation which required the use of assumptions. The calculations use multiples based on market comparables and the EBITDA of the business. The key estimation in the valuation is the EBITDA (Earnings before interest, tax, depreciation and amortisation). The directors have used the EBITDA achieved in the 6 months post investment. The key judgement in the valuation is the multiple to be applied to the EBITDA. The directors have concluded that there is no impairment to the valuation of investments at 31 December 2023.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
10.Taxation (continued)
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
1 ordinary share was issued on incorporation at par.
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends or the repayment of capital.
Capital contribution reserve
Profit and loss account
The Company has provided a guarantee and debenture to Tenzing Private Equity LLP in relation to the loan notes payable by Saville Assessment Midco Limited. The loan notes and interest outstanding at the year end amounted to £59,684,489.
The Company is a wholly owned subsidiary of Saville Assessment Midco Limited, whose registered office is First Floor, Ci Tower, St. Georges Square, New Malden, England, KT3 4HG.
The ultimate parent company and controlling entity is Tenzing Private Equity II LP whose registered office is Crown House, 143-147 Regent Street, London, W1B 4NR. The largest and smallest group into which the Company's financial statements are consolidated is Saville Assessment Holdings Limited. Consolidated financial statements of Saville Assessment Holdings Ltd for the year ended 31 December 2023 are available at Companies House.
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