Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-312023-12-31No description of principal activity42023-03-13falsefalsefalse 14725714 2023-03-12 14725714 2023-03-13 2023-12-31 14725714 2022-01-01 2023-03-12 14725714 2023-12-31 14725714 1 2023-03-13 2023-12-31 14725714 d:Director1 2023-03-13 2023-12-31 14725714 d:Director1 2023-12-31 14725714 d:Director2 2023-03-13 2023-12-31 14725714 d:Director2 2023-12-31 14725714 d:Director3 2023-03-13 2023-12-31 14725714 d:Director3 2023-12-31 14725714 d:Director4 2023-03-13 2023-12-31 14725714 d:Director4 2023-12-31 14725714 d:Director5 2023-03-13 2023-12-31 14725714 d:Director5 2023-12-31 14725714 d:Director6 2023-03-13 2023-12-31 14725714 d:Director6 2023-12-31 14725714 d:Director7 2023-03-13 2023-12-31 14725714 d:Director7 2023-12-31 14725714 d:Director8 2023-03-13 2023-12-31 14725714 d:Director8 2023-12-31 14725714 d:Director9 2023-03-13 2023-12-31 14725714 d:RegisteredOffice 2023-03-13 2023-12-31 14725714 c:Buildings c:ShortLeaseholdAssets 2023-03-13 2023-12-31 14725714 c:OfficeEquipment 2023-03-13 2023-12-31 14725714 c:ComputerEquipment 2023-03-13 2023-12-31 14725714 c:Goodwill 2023-03-13 2023-12-31 14725714 c:CopyrightsPatentsTrademarksServiceOperatingRights 2023-03-13 2023-12-31 14725714 c:CurrentFinancialInstruments 2023-12-31 14725714 c:Non-currentFinancialInstruments 2023-12-31 14725714 c:ShareCapital 2023-03-13 2023-12-31 14725714 c:ShareCapital 2023-12-31 14725714 c:SharePremium 2023-03-13 2023-12-31 14725714 c:SharePremium 2023-12-31 14725714 c:RetainedEarningsAccumulatedLosses 2023-03-13 2023-12-31 14725714 d:OrdinaryShareClass1 2023-03-13 2023-12-31 14725714 d:OrdinaryShareClass1 2023-12-31 14725714 d:OrdinaryShareClass2 2023-03-13 2023-12-31 14725714 d:OrdinaryShareClass2 2023-12-31 14725714 d:OrdinaryShareClass3 2023-03-13 2023-12-31 14725714 d:OrdinaryShareClass3 2023-12-31 14725714 d:FRS102 2023-03-13 2023-12-31 14725714 d:Audited 2023-03-13 2023-12-31 14725714 d:FullAccounts 2023-03-13 2023-12-31 14725714 d:PrivateLimitedCompanyLtd 2023-03-13 2023-12-31 14725714 c:Subsidiary1 2023-03-13 2023-12-31 14725714 c:Subsidiary1 1 2023-03-13 2023-12-31 14725714 d:Consolidated 2023-12-31 14725714 d:ConsolidatedGroupCompanyAccounts 2023-03-13 2023-12-31 14725714 2 2023-03-13 2023-12-31 14725714 6 2023-03-13 2023-12-31 14725714 c:SpecificBusinessCombination1 2023-03-13 2023-12-31 14725714 c:SpecificBusinessCombination1 2023-12-31 14725714 c:SpecificBusinessCombination1 c:CurrentFinancialInstruments 2023-12-31 14725714 c:SpecificBusinessCombination1 c:Non-currentFinancialInstruments 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure
Company registration number: 14725714







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2023


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)

































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SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


 
COMPANY INFORMATION


Directors
M Kellner 
F C Beresford 
I R MacIver 
H V Mullaney 
K J O'Connor 
G Bell 




Registered number
14725714



Registered office
First Floor
Ci Tower

St. Georges Square

New Malden

England

KT3 4HG




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Ashcombe House

5 The Crescent

Leatherhead

Surrey

KT22 8DY





 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 



CONTENTS



Page
Group strategic report
1 - 5
Directors' report
6 - 7
Independent auditors' report
8 - 11
Consolidated statement of comprehensive income
12
Consolidated statement of financial position
13
Company statement of financial position
14
Consolidated statement of changes in equity
15
Company statement of changes in equity
16
Consolidated statement of cash flows
17 - 18
Consolidated analysis of net debt
19
Notes to the financial statements
20 - 41


 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The directors, in preparing this Strategic Report, have complied with s414C of the Companies Act 2006.

Business review
 
Saville Assessment Holdings Ltd was incorporated on 13 March 2023. The Group 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
Turnover for group in the period amounted to £6,556,380 in 2023.  
The principal sources of income are considered to be product, consulting and training.  These areas of the business are closely aligned and complementary; an analysis of the sales from the revenue streams is included in note 4 to these financial statements.
The Group distributes psychometric ability and personality assessment products; principally on-line via a proprietary web-based platform (Oasys). The assessment product sales were broadly in line with the prior year. These leading psychometric tests are designed for the measurement of personality and aptitudes at work to help employers in their recruitment decisions and to develop their workforce.  The Company distributes psychometric tools globally to national and multinational employers.  The tools have been designed to maximise the power of the internet and all items and reports are developed with international applicability in mind from the outset.
Consultancy services are provided to assist employers with the use of the psychometric products. Consulting activities have been focussed on the application of the psychometric instruments in practice.
Training services are provided to users of psychometric products to ensure that they are qualified in the administration and interpretation of the tools to ensure that employers can comply with ethical and professional guidelines for the use of psychometric assessments.
The financial statements show a loss before interest and taxation for the year of £3,833,166. This loss includes an amortisation charge of £1,270,081 on intellectual property and a goodwill amortization charge of £2,272,981. The intellectual property amortization charge arises on the intellectual property acquired by Saville Assessment Ltd from Willis Towers Watson plc in February 2023 included in intangible assets. The goodwill amortization charge is in respect of goodwill arising on the acquisition of Saville Assessment Ltd .
Creditors falling due after one year comprise loan notes and associated accrued interest for the period amounting to £59,814,663 together with a liability of £3,900,000 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 loan note interest is rolled up and not expected to be paid until trading subsidiaries are sold.
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.
The group continues to expand its international distributor network to grow market presence in addition to identifying key markets to establish a direct presence.  Product development is a key focus for the group with initiatives to enhance the product offering and improve the user experience.
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. 

 
Page 1

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

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.
Strategy
The objectives of the business are to continue to build on the strength of the products and services offered 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. 
Research and Development
Data from on-going use of the group's psychometric assessments together with feedback from clients is continually fed back into the development and improvement of our assessments.  The continued investment in the Oasys platform to keep pace with technological advancements in information technology is of paramount importance to the group, clients and candidates. Given the uncertain nature of the commercial value of particular research projects and the impracticality of separating efforts between pure product development as distinct from maintenance and client delivery, much of which is done by the same personnel, the directors take the view that there is no commercial value in allocating costs between the various activities on what would be a relatively subjective basis. In view of the above, all research and development expenditure is expensed through the profit and loss account as it is incurred.
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.  The key financial indicators include: monitoring sales, operating profit, and trade debtors for the current year and prior periods.
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In addition to these financial performance indicators the management team monitors several non-financial indicators including customer satisfaction, platform uptime metrics and metrics related to information security and data protection.
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.
Credit risk
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. 
 
Page 2

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

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 Company 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 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.
The Company expects the market for its assessments 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.
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.
 
Page 3

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Environmental, social and governance (‘ESG’) (continued)
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.
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.
 
Page 4

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

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.



I R MacIver
Director

Date: 15 November 2024

Page 5

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The Company was incorporated on 13 March 2023 and acquired Saville Assessment Midco Limited on this date.
The directors present their report and the financial statements for the period ended 31 December 2023.

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 period, after taxation, amounted to £3,833,166.

The directors did not recommend the payment of a dividend during the period.

Directors

The directors who served during the period were:

M Kellner (appointed 13 March 2023)
F C Beresford (appointed 28 March 2023)
J D Hollingsworth (appointed 1 August 2023, resigned 16 September 2024)
I R Maciver (appointed 1 August 2023)
H V Mullaney (appointed 1 August 2023)
K J O'Connor (appointed 1 August 2023)
G G W Seager (appointed 1 August 2023, resigned 30 August 2024)
G M L Gillon (appointed 13 March 2023, resigned 28 March 2023)

Matters covered in the Group strategic report

The Group 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.

Page 6

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

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.

Auditors

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.
 





I R MacIver
Director

Date: 15 November 2024

Page 7

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)

Opinion


We have audited the financial statements of Saville Assessment Holdings Limited (formerly Project Tango UK Topco Limited) (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, 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 period 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.


Page 8

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED) (CONTINUED)

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.

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 period 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 6, 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.

Page 9

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED) (CONTINUED)

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.

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 Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the laws and regulations which were most significant including the standard laws applicable:

The Companies Act 2006;
Financial Reporting Standard 102;
UK employment legislation;
UK tax 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 Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the Company secretary. We corroborated our inquiries 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 laws and regulations. The assessment did not identify any issues with this area.

We assessed the susceptibility of the Group and 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 made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
 
Page 10

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED) (CONTINUED)

Auditors' responsibilities for the audit of the financial statements (continued)
 
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 Group and Company financial position;
Posting of unusual journals and complex transactions; and
The use of management override of controls to manipulate the results, or to cause the Group to enter into transactions not in its best interests.
 
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.

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.




Caroline Milton FCA (Senior Statutory Auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
Ashcombe House
5 The Crescent
Leatherhead
Surrey
KT22 8DY

15 November 2024
Page 11

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

13 March 2023 to 31 December 2023
Note
£

  

Turnover
 4 
6,015,410

Cost of sales
  
(454,156)

Gross profit
  
5,561,254

Administrative expenses
  
(6,527,563)

Operating loss
 5 
(966,309)

Interest receivable and similar income
 9 
32,974

Interest payable and similar expenses
 10 
(2,448,563)

Loss before taxation
  
(3,381,898)

Tax on loss
 11 
(451,268)

Loss for the financial period
  
(3,833,166)

  

Total comprehensive income for the period
  
(3,833,166)

Loss for the period attributable to:
  

Owners of the parent Company
  
(3,833,166)

  
(3,833,166)

Total comprehensive income for the period attributable to:
  

Owners of the parent Company
  
(3,833,166)

  
(3,833,166)

There were no recognised gains and losses for 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 20 to 41 form part of these financial statements.

Page 12

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
REGISTERED NUMBER:14725714



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Intangible assets
 12 
56,342,829

Tangible assets
 13 
107,863

  
56,450,692

Current assets
  

Stocks
 15 
5,283

Debtors
 16 
2,627,193

Cash at bank and in hand
  
4,274,976

  
6,907,452

Creditors: amounts falling due within one year
 17 
(3,390,397)

Net current assets
  
 
 
3,517,055

Total assets less current liabilities
  
59,967,747

Creditors: amounts falling due after more than one year
 18 
(63,714,663)

Provisions for liabilities
  

Net liabilities
  
(3,746,916)


Capital and reserves
  

Called up share capital 
 20 
863

Share premium account
 21 
85,387

Profit and loss account
 21 
(3,833,166)

  
(3,746,916)


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




I R MacIver
Director

Date: 15 November 2024

The notes on pages 20 to 41 form part of these financial statements.

Page 13

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
REGISTERED NUMBER:14725714



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 14 
1

  
1

Current assets
  

Debtors
 16 
86,249

  
86,249

Total assets less current liabilities
  
 
 
86,250

  

  

Net assets
  
86,250


Capital and reserves
  

Called up share capital 
 20 
863

Share premium account
 21 
85,387

  
86,250


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




I R MacIver
Director

Date: 15 November 2024

The notes on pages 20 to 41 form part of these financial statements.

Page 14

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 



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


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period

-
-
(3,833,166)
(3,833,166)


Contributions by and distributions to owners

Shares issued during the period
863
85,387
-
86,250


At 31 December 2023
863
85,387
(3,833,166)
(3,746,916)

The notes on pages 20 to 41 form part of these financial statements.

Page 15

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 



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


Called up share capital
Share premium account
Total equity

£
£
£
Total comprehensive income for the period
-
-
-


Contributions by and distributions to owners

Shares issued during the period
863
85,387
86,250


At 31 December 2023
863
85,387
86,250

The notes on pages 20 to 41 form part of these financial statements.

Page 16

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 



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

13 March 2023 to 31 December 2023
£

Cash flows from operating activities

Loss for the financial period
(3,833,166)

Adjustments for:

Amortisation of intangible assets
3,543,062

Depreciation of tangible assets
50,060

Interest paid
2,448,563

Interest received
(32,974)

Taxation charge
175,570

Increase in stocks
52

Increase in debtors
(774,450)

Increase in creditors
79,964

Decrease in provisions
(91,755)

Corporation tax paid
3,985

Net cash generated from operating activities

1,568,911


Cash flows from investing activities

Purchase of fixed asset investments
(54,779,258)

Interest received
32,974

Net cash from investing activities

(54,746,284)
Page 17

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023


2023

£


Cash flows from financing activities

Issue of ordinary shares
86,250

Other new loans
57,366,099

Net cash used in financing activities
57,452,349

Net increase in cash and cash equivalents
4,274,976

Cash and cash equivalents at the end of period
4,274,976


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
4,274,976

4,274,976


The notes on pages 20 to 41 form part of these financial statements.

Page 18

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 



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





Cash flows
Acquisition of subsidiaries
Other non-cash changes
At 31 December 2023
£

£

£

£

Cash at bank and in hand

59,054,234

(54,779,258)

-

4,274,976

Debt due after 1 year

-

(3,900,000)

(59,814,663)

(63,714,663)


59,054,234
(58,679,258)
(59,814,663)
(59,439,687)

The notes on pages 20 to 41 form part of these financial statements.

Page 19

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

1.


General information

Saville Assessment Holdings 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 the 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 Topco Limited. The directors changed the Company name to Saville Assessment Holdings 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

 
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 Statement of financial position, 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.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 20

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

2.Accounting policies (continued)

 
2.3

Going concern

The directors evaluate at each annual period whether there are conditions or events, considered in the aggregate, that raise a material uncertainty about the Group’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 Group’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 Group; the Group’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 Group reported a loss for the period of £3,833,166, had net current assets of £3,517,055 and net liabilities of £3,746,916. The Group is reliant on the performance of its trading subsidiary, Saville Assessment Limited, which was 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 Group is well placed to manage its business risks successfully despite the current uncertain  economic outlook. Following the acquisition by the Group, 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 Group 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.

Page 21

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Group and Company's functional and presentational currency is GBP and is rounded to the nearest £.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.5

Revenue

Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 
Turnover from physical product (hard copy assessments) is recognised when the order is dispatched. Web based turnover comprises two principal elements; implementations and integrations and the use of on-line assessment products. Turnover from implementations and integrations is recognised at the point at which the website has been installed and if required integrated with a third party system and this has been accepted by the client. Turnover from on-line assessment products is recognised at the point at which the candidate assessment reports are delivered to the client. 
Turnover relating to consulting services is recognised over the life of the project, in proportion to the stage of completion of the project at the balance sheet date following a prudent assessment of the services delivered, the value of the transaction and the estimated work remaining to be completed. 
Turnover relating to training courses is deferred where billed in advance and then recognised in the month in which the training courses takes place.

 
2.6

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

Expenditure on research and development is written off against profits in the financial year in which it is incurred.

 
2.8

Interest income

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

Page 22

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

2.Accounting policies (continued)

 
2.9

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.

 
2.10

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 Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense. The cost of any
unused entitlement to holiday pay is recognised in the period in which the employees' services are received.

 
2.12

Current and deferred taxation

The tax expense for the period 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 reporting 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 reporting 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 reporting date.

Page 23

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

2.Accounting policies (continued)

 
2.13

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.

Intellectual property

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Goodwill
-
10
years
Intellectual property
-
26
months

 
2.14

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 following methods of depreciation:

Depreciation is provided on the following basis:

Leasehold property
-
Period of lease
Office equipment
-
Over 3 to 4 years
Computer equipment
-
Over 3 years

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.

Page 24

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

2.Accounting policies (continued)

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly.

 
2.16

Stocks

Stock comprises assessments and associated materials for resale. Stock is stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stock is assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

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.

 
2.18

Financial instruments

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument comprises any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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.



Page 25

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 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.
Critical judgements in applying the Group's accounting policies
The following critical judgements, that management have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
 
Key sources of estimation uncertainty

Revenue recognition
Turnover relating to consulting services is recognised by reference to the stage of completion of the project, which requires the estimate of management.
Valuation of goodwill
The Group has goodwill on consolidation, arising on the acquisition of the Saville Assessment 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 directors have concluded that there is no impairment to the value of goodwill at 31 December 2023.

Page 26

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

4.


Turnover

The Group's turnover from third party customers broadly falls into three categories: product sales, income from consultancy and income from training courses. Income from these three sources is separately identified for monitoring purposes; however the activities are very closely dependent one upon the other. Training courses are run to ensure a high level of understanding and professional integrity in the use and interpretation of the psychometric instruments sold by the Group. Product income is derived from the sale of the assessments themselves. Income from consultancy is derived from projects undertaken for clients, which in the main incorporate the use of the Group's assessment products and its web-based solution. The consultants are involved in the sale and promotion of the products as well as performing consultancy projects and running training courses. In addition the Group sells development, client and administrative support services to its parent company which is included in turnover.


An analysis of turnover by class of business is as follows:


13 March 2023 to 31 December 2023
£

Products
5,022,674

Consulting
648,029

Training
344,707

6,015,410


Analysis of turnover by country of destination:

13 March 2023 to 31 December 2023
£

United Kingdom
2,044,945

Rest of Europe
910,079

Rest of the world
3,060,386

6,015,410


Page 27

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

13 March 2023 to 31 December 2023
£

Amortisation of intangible assets
3,543,062

Exchange differences
(4,791)

Operating lease rentals relating to land and buildings
47,026

Depreciation of tangible assets
34,152

Other operating lease rentals
3,778

(Profit)/loss on sale of tangible assets
(917)


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors and their associates:


13 March 2023 to 31 December 2023
£

Fees payable to the Group's auditors and their associates for the audit of the Group's financial statements
1,750

Fees payable to the Company's auditors and their associates in respect of:

Audit of subsidiary undertakings
38,750

All other services
25,100

Page 28

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

7.


Employees

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


Group
Company
13 March 2023 to 31 December 2023
13 March 2023 to 31 December 2023
£
£


Wages and salaries
1,473,531
-

Social security costs
152,988
-

Staff health insurance
177,148
-

Cost of defined contribution scheme
178,951
-

1,982,618
-


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



Group
Company
        2023
        2023
            No.
            No.







Consultants
33
-



IT developers
25
-



Customer support
13
-



Finance and administration
8
-



Directors
4
4

83
4


8.


Directors' remuneration

13 March 2023 to 31 December 2023
£

Directors' emoluments
144,580

Group contributions to defined contribution pension schemes
15,269

159,849


During the period retirement benefits were accruing to 5 directors in respect of defined contribution pension schemes.

Page 29

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

9.


Interest receivable

13 March 2023 to 31 December 2023
£


Other interest receivable
32,974

32,974


10.


Interest payable and similar expenses

13 March 2023 to 31 December 2023
£


Loan interest
2,448,563

2,448,563


11.


Taxation


13 March 2023 to 31 December 2023
£

Corporation tax


Current tax on profits for the year
493,473


493,473


Total current tax
493,473

Deferred tax


Origination and reversal of timing differences
4,499

Losses and other deductions
(46,704)

Total deferred tax
(42,205)


Tax on loss
451,268
Page 30

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 24.51%. The differences are explained below:

13 March 2023 to 31 December 2023
£


Loss on ordinary activities before tax
(3,381,898)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.51%
(876,334)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
557,036

Expenses not deductible for tax purposes
197,488

Tax acquired on acquisition of group
554,465

Remeasurements of deferred tax for changes in tax rates
265

Fixed asset differences
(20)

Foreign tax credits
(4,226)

Group relief
22,594

Total tax charge for the period
451,268


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 31

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

12.


Intangible assets

Group




Intellectual Property
Goodwill
Total

£
£
£



Cost


On acquisition of subsidiaries
5,334,339
54,551,552
59,885,891



At 31 December 2023

5,334,339
54,551,552
59,885,891



Amortisation


Charge for the period
1,270,081
2,272,981
3,543,062



At 31 December 2023

1,270,081
2,272,981
3,543,062



Net book value



At 31 December 2023
4,064,258
52,278,571
56,342,829

The Company has no intangible fixed assets.



Page 32

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

13.


Tangible fixed assets

Group






Office equipment
Computer equipment
Total

£
£
£



Cost


Additions
5,513
136,502
142,015



At 31 December 2023

5,513
136,502
142,015



Depreciation


Charge for the period
939
33,213
34,152



At 31 December 2023

939
33,213
34,152



Net book value



At 31 December 2023
4,574
103,289
107,863

The Company has no tangible fixed assets.

Page 33

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
1



At 31 December 2023
1





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Saville Assessment Midco Limited
First Floor, Ci Tower, St.Georges Square, NewMalden, England, KT3 4HG
Ordinary
100%
On 13 March 2023 the Company acquired Saville Assessment Midco Limited on incorporation for a consideration of £1.
 
Page 34

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Saville Assessment Bidco Limited *
First Floor, Ci Tower, St.Georges Square, New Malden, England, KT3 4HG
Ordinary
100%
Saville Assessment Limited *
First Floor, Ci Tower, St.Georges Square, New Malden, England, KT3 4HG
Ordinary
100%
Saville Consulting Limited *
First Floor, Ci Tower, St.Georges Square, New Malden, England, KT3 4HG
Ordinary
100%
Saville Assessment USA, Inc *
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, United States of America
Ordinary
100%

The Group had no fixed asset investments.


15.


Stocks

Group
Company
2023
2023
£
£

Raw materials and consumables
5,283
-

5,283
-




Page 35

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

16.


Debtors

Group
Company
2023
2023
£
£



Trade debtors
2,160,671
-

Amounts owed by group undertakings
-
86,249

Other debtors
55,780
-

Prepayments and accrued income
318,987
-

Deferred taxation
91,755
-

2,627,193
86,249



17.


Creditors: Amounts falling due within one year

Group
Company
2023
2023
£
£

Trade creditors
313,108
-

Corporation tax
179,555
-

Other taxation and social security
378,747
-

Other creditors
61,591
-

Accruals and deferred income
2,457,396
-

3,390,397
-



18.


Creditors: Amounts falling due after more than one year

Group
Company
2023
2023
£
£

Other loans
59,814,663
-

Other creditors
3,900,000
-

63,714,663
-


£57,412,782 Series A fixed rate secured loan notes were issued on 31 July 2023 and are repayable on 31 July 2029. Interest is accrued on these loan notes at a rate of 10% and an amount of £2,448,563 has been provided in the accounts for the period to 31 December 2023 and added to the capital balance due to the loan holders.


Page 36

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

19.


Deferred taxation


Group



2023


£






Charged to profit or loss
96,254


Utilised in year
(4,499)



At end of year
91,755






Group
2023
£

Fixed asset timing differences
31,858

Short term timing differences
13,193

Tax losses carried forward
46,704

91,755

The Company had no deferred tax.


20.


Share capital

2023
£
Allotted, called up and fully paid


77,331 A1 Ordinary Shares shares of £0.01 each
773
169 A2 Ordinary Shares shares of £0.01 each
2
8,750 B1 Ordinary Shares shares of £0.01 each
88

863

Page 37

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

20.Share capital (continued)

On incorporation of the Company on 13 March 2023, 1 £1.00 capital ordinary share was issued at nominal value. 
On 31 July 2023, the Ordinary £1 Shares were re-designated as A1 Ordinary shares and were sub-divided into 100 £0.01 A1 Ordinary shares.
Also, on 31 July 2023, following a business combination, 169 £0.01 Ordinary A2 shares were issued for a consideration of £1.00 per share. 
On 1 August 2023, 8,750 £0.01 Ordinary B1 shares were issued for a consideration of £1.00 per share.
The Ordinary A1, A2 and B1 shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.



21.


Reserves

Share premium account

This reserve records the premium market value of shares above their nominal value.

Profit and loss account

The profit and loss account reserve records retained earnings and accumulated losses.


22.
 

Business combinations

The Company was established to facilitate an acquisition in July 2023. The Company acts as a holding company for Saville Assessment Midco Limited (formerly Project Tango UK Midco Limited) which is a 100% subsidiary of Saville Assessment Holdings Limited.
On 31 July 2023, Saville Assessment Bidco Limited (formerly Project Tango UK Bidco Limited) an indirect subsidiary of the Company acquired 100% of the issued share capital of Saville Assessment Limited for a consideration of £61,056,310.
On 31 July 2023, the net assets of Saville Assessment Limited were £6,504,758. The Goodwill arising on acquisition was £54,551,552.

Page 38

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

22.Business combinations (continued)

Acquisition of Saville Assessment Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
157,923
157,923

Intangible
5,334,339
5,334,339

5,492,262
5,492,262

Current Assets

Stocks
5,335
5,335

Debtors
1,760,988
1,760,988

Cash at bank and in hand
2,377,052
2,377,052

Total Assets
9,635,637
9,635,637

Creditors

Due within one year
(3,130,878)
(3,130,878)

Due after more than one year
(1)
(1)

Total Identifiable net assets
6,504,758
6,504,758


Goodwill
54,551,552

Total purchase consideration
61,056,310

Consideration

£


Cash
61,056,310

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
61,056,310

Page 39

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

22.Business combinations (continued)

The goodwill arising on acquisition is attributable to the total value of the assets held within the subsidiary at the acquisition date and the specialist psychometric tests the company develops.

The results of Saville Assessment Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
6,015,410

Profit for the period since acquisition
837,214


23.


Contingent liabilities

Saville Assessment Bidco Limited 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.


24.


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
2023
£

Not later than 1 year
33,388

Later than 1 year and not later than 5 years
5,034

38,422
The Company had no operating leases.

Page 40

 


SAVILLE ASSESSMENT HOLDINGS LIMITED (FORMERLY PROJECT TANGO UK TOPCO LIMITED)
 


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

25.


Related party transactions

Company
The Company has taken advantage of Section 33 of FRS 102 and has not disclosed transactions with wholly owned group companies.
Group
On 31 July 2023, Saville Assessment Midco Limited issued Series A fixed rate redeemable loan notes totalling £57,287,951 to Tenzing PE II GP, as nominee for Tenzing Private Equity II LP. Interest of 10% per annum is accruing on these loan notes, and an amount of £2,396,538 has been provided and added to the capital balance. The balance outstanding at the year end was £59,684,489. The total loan note balance is redeemable by 31 July 2029.
Also, as part of the transaction, on 31 July 2023 Series A fixed rate redeemable loan notes were issued to Liberty Co-Invest II LLP amounting to £124,831. Interest has accrued on these loan notes during the year of £5,343 and has been added to the capital balance. The balance outstanding at the year end was £130,174. The total loan note balance is redeemable by 31 July 2029.


26.


Post balance sheet events

On 3 April 2024 Saville Assessment Midco Limtied listed its Series A secured loan notes totalling £57,412,782 on the International Stock Exchange Authority (TISE), Guernsey.


27.


Controlling party

The parent company and controlling entity is Tenzing Private Equity II LP whose registered office is Crown House, 143-147 Regent Street, London, W1B 4NR.

Page 41