Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-312023-03-13falseNo description of principal activity20falsefalse 14726390 2023-03-12 14726390 2023-03-13 2023-12-31 14726390 2022-01-01 2023-03-12 14726390 2023-12-31 14726390 1 2023-03-13 2023-12-31 14726390 d:Director1 2023-03-13 2023-12-31 14726390 d:Director1 2023-12-31 14726390 d:Director2 2023-03-13 2023-12-31 14726390 d:Director2 2023-12-31 14726390 d:Director3 2023-03-13 2023-12-31 14726390 d:Director3 2023-12-31 14726390 d:Director4 2023-03-13 2023-12-31 14726390 d:RegisteredOffice 2023-03-13 2023-12-31 14726390 c:CurrentFinancialInstruments 2023-12-31 14726390 c:Non-currentFinancialInstruments 2023-12-31 14726390 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 14726390 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 14726390 c:ShareCapital 2023-03-13 2023-12-31 14726390 c:ShareCapital 2023-12-31 14726390 c:RetainedEarningsAccumulatedLosses 2023-03-13 2023-12-31 14726390 c:RetainedEarningsAccumulatedLosses 2023-12-31 14726390 d:OrdinaryShareClass1 2023-03-13 2023-12-31 14726390 d:OrdinaryShareClass1 2023-12-31 14726390 d:FRS102 2023-03-13 2023-12-31 14726390 d:Audited 2023-03-13 2023-12-31 14726390 d:FullAccounts 2023-03-13 2023-12-31 14726390 d:PrivateLimitedCompanyLtd 2023-03-13 2023-12-31 14726390 c:Subsidiary1 2023-03-13 2023-12-31 14726390 c:Subsidiary1 1 2023-03-13 2023-12-31 14726390 c:Subsidiary2 2023-03-13 2023-12-31 14726390 c:Subsidiary2 1 2023-03-13 2023-12-31 14726390 c:Subsidiary3 2023-03-13 2023-12-31 14726390 c:Subsidiary3 1 2023-03-13 2023-12-31 14726390 c:Subsidiary4 2023-03-13 2023-12-31 14726390 c:Subsidiary4 1 2023-03-13 2023-12-31 14726390 2 2023-03-13 2023-12-31 14726390 6 2023-03-13 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure
Company registration number: 14726390







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


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)

































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SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


 
COMPANY INFORMATION


Directors
M Kellner 
F C Beresford 
G Bell 




Registered number
14726390



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 MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 



CONTENTS



Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditors' report
7 - 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Notes to the financial statements
14 - 22


 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


 
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 Midco Ltd was incorporated on 13 March 2023. The Company acquired Saville Assessment Bidco Limited on this date, who then 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 Company provides financing to other group companies.
The financial statements show a loss before interest and taxation for the year of £877,431. The loss arises as a result of the interest accrued on loan notes . 
The Company received loans to facilitate the acquisition of Saville Assessment Ltd recorded as a liability in the balance sheet together with accrued interest.  These funds were used to make a loan to the wholly owned subsidiary Saville Assessment Bidco Ltd which acquired Saville Assessment Ltd from Willis Towers Watson plc recorded as an asset in the balance sheet.
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.
Strategy 
The objectives of the group 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. 
Key performance indicators
The group’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.
 
Page 1

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 



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

Credit risk
Terms of engagement are agreed with all clients of the group.  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 other 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 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.
 
Page 2

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 



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.
 
Page 3

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 



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.



F C Beresford
Director

Date: 15 November 2024

Page 4

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The Company was incorporated on 13 March 2023 and acquired Saville Assessment Bidco 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 Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the period, after taxation, amounted to £877,431.

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)
G M L'E Gillon (appointed 13 March 2023, resigned 28 March 2023)

Matters covered in the Strategic report

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.

Page 5

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO 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'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'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.
 





F C Beresford
Director

Date: 15 November 2024

Page 6

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


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

Opinion


We have audited the financial statements of Saville Assessment Midco Limited (Formerly Project Tango UK Midco 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 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 Company's affairs as at 31 December 2023 and of its 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 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Page 7

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)



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

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:

the information given in the 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 8

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO 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 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.

Page 9

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO 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.

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 10

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

13 March 2023 to 31 December 2023
Note
£

  

Interest receivable and similar income
 7 
1,571,132

Interest payable and similar expenses
 8 
(2,448,563)

Loss before tax
  
(877,431)

Loss for the financial period
  
(877,431)

Total comprehensive income for the period
  
(877,431)

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

The notes on pages 14 to 22 form part of these financial statements.

Page 11

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
REGISTERED NUMBER:14726390



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 10 
19,736,430

  
19,736,430

Current assets
  

Debtors: amounts falling due after more than one year
 11 
39,278,302

  
39,278,302

Creditors: amounts falling due within one year
 12 
(77,499)

Net current assets
  
 
 
39,200,803

Total assets less current liabilities
  
58,937,233

Creditors: amounts falling due after more than one year
 13 
(59,814,663)

  

Net liabilities
  
(877,430)


Capital and reserves
  

Called up share capital 
 14 
1

Profit and loss account
 15 
(877,431)

  
(877,430)


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




F C Beresford
Director

Date: 15 November 2024

The notes on pages 14 to 22 form part of these financial statements.

Page 12

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 



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


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period
-
(877,431)
(877,431)
Total comprehensive income for the period
-
(877,431)
(877,431)

Shares issued during the period
1
-
1


At 31 December 2023
1
(877,431)
(877,430)

The notes on pages 14 to 22 form part of these financial statements.

Page 13

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


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

1.


General information

Saville Assessment Midco 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 Midco Limited. The directors changed the Company name to Saville Assessment Midco 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 following principal accounting policies have been applied:

  
2.2

Financial reporting standard 102 - reduced disclosure exemptions

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.

 
2.3

Exemption from preparing consolidated financial statements

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.

Page 14

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


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

2.Accounting policies (continued)

 
2.4

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 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 £877,431, had net current assets of £39,200,803 and net liabilities of £877,430. However, the Company is reliant on the performance of its indirect subsidiary, Saville Assessment Limited, which the group 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.

Page 15

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


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

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The 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.

 
2.6

Interest income

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

 
2.7

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.

 
2.8

Current and deferred taxation

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 operates and generates 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 16

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


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

2.Accounting policies (continued)

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

Creditors

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

 
2.11

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


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.
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 directors have concluded that there is no impairment to the valuation of investments at 31 December 2023.

Page 17

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


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

4.


Auditors' remuneration

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


13 March 2023 to 31 December 2023
£

Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements

5,500

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


5.


Employees

There were no staff costs during the period.





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


        2023
            No.






Directors
2


6.


Directors' remuneration

No remuneration was payable to the directors of the Company during the period.





7.


Interest receivable

13 March 2023 to 31 December 2023
£


Interest receivable from group companies
1,571,132

1,571,132

Page 18

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


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

8.


Interest payable and similar expenses

13 March 2023 to 31 December 2023
£


Loans note interest payable
2,448,563

2,448,563


9.


Taxation


2023
£



Total current tax
-

Deferred tax

Total deferred tax
-


Tax on loss
-

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 25%. The differences are explained below:

2023
£


Loss on ordinary activities before tax
(877,431)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(219,358)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
182,540

Group relief
36,818

Total tax charge for the period
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.
Page 19

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


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

10.


Investments





Investments in subsidiary companies

£



Cost


Additions
19,736,430



At 31 December 2023
19,736,430





Subsidiary undertakings


The following were 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%

* Saville Assessment Limited, Saville Consulting Limited and Saville Assessment USA, Inc are indirect subsidiaries of Saville Assessment Midco Limited. 
On 13 March 2023 the Company acquired Saville Assessment Bidco Limited on incorporation for a consideration of £1. 
Page 20

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


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

11.


Debtors

2023
£

Due after more than one year

Amounts owed by group undertakings
39,278,302

39,278,302


Amounts owed by group undertakings have been discounted to present value using a rate of 10% and are due for repayment on 31 July 2029.


12.


Creditors: Amounts falling due within one year

2023
£

Amounts owed to group undertakings
77,499

77,499



13.


Creditors: Amounts falling due after more than one year

2023
£

Other loans
59,814,663

59,814,663


£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 note holders.


14.


Share capital

2023
£
Allotted, called up and fully paid


1 Ordinary share of £1.00
1


1 Ordinary Share was issued at par, on incorporation.
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends or the repayment of capital.
Page 21

 


SAVILLE ASSESSMENT MIDCO LIMITED (FORMERLY PROJECT TANGO UK MIDCO LIMITED)
 


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

15.


Reserves

Profit and loss account

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


16.


Related party transactions

Company
The Company has taken advantage, as a 100% owned subsidiary, of the exemption under Financial Reporting
Standard FRS102.33.1A, from disclosure of transactions and balances with group companies.
Group
On 31 July 2023, the Company 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.


17.


Post balance sheet events

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


18.


Controlling party

The Company is a wholly owned subsidiary of Saville Assessment Holdings 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.
 
Page 22