Registration number:
for the
Year Ended 30 June 2024
APlus Bidco Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Independent Auditor's Report |
|
Profit and Loss Account |
|
Balance Sheet |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
APlus Bidco Limited
Company Information
Directors |
M Avillez Caldeira J V C Rosa |
Registered office |
|
Bankers |
|
Auditors |
|
APlus Bidco Limited
Strategic Report for the Year Ended 30 June 2024
The directors present their strategic report for the year ended 30 June 2024.
Introduction
The principal activity is that of an intermediate holding company within the group of companies headed by Aplus Topco Limited with the trade being undertaken by the principal trading subsidiaries. Adviserplus Business Solutions Limited, Halborns Limited, Learning Nexus Limited and Working Transitions Limited.
Business Review
The results of the trading subsidiaries are shown in the financial statements of the trading entities. AdviserPlus Business Solutions Limited, Halborns Limited, Learning Nexus Limited and Working Transitions Limited.
The results for the year, which are set out in the profit and loss account, show turnover of £88,000 (2023 - £88,000) and an operating loss of £216,000 (2023 - £67,000). At 30 June 2024, the company had net liabilities of £14,571,000 (2023 - £10,026,000). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
Principal risks and uncertainties
The principal risks to the company are the carrying value of the investments and interest rate risk. A detailed review of the
investments was undertaken at year end, which involved reviewing financial and cashflow forecasts and the
assets and liabilities of the group.
The interest on the unsecured loan notes and payment in kind notes is fixed at 12%. Interest is accrued annually
and rolled up into the loan note liability. The maturity date of the loan notes is 9 November 2026.
The group has two facilities with Investec Plc and has with total amount
outstanding at 30th June 2024 of £9m. Capital repayments of £500,000 are due every 6 months and interest is being accrued and paid at SONIA rate plus a variable margin of between 4.25% and 5.25% over SONIA. The debt continues to be serviced in
line with the facility arrangements in place.
Financial key performance indicators
The underlying results for the year show a small increase in turnover and a reduction in underlying EBITDA principally due to continuing investment in sales and marketing activities and service development.
2024 |
2023 |
|
Turnover |
|
|
EBITDA |
( |
( |
Cash at bank and in hand |
|
|
Approved by the
Director
APlus Bidco Limited
Directors' Report for the Year Ended 30 June 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
Results and dividends
The loss for the year, after taxation, amounted to £4,545,000 (2023: £6,291,000).
The directors do not recommend the payment of a dividend in the year (2023: £Nil).
Directors
The directors who served during the year were:
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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 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 and profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
APlus Bidco Limited
Directors' Report for the Year Ended 30 June 2024
Going concern
In determining the appropriate basis of preparation for these financial statements, the Board has assessed the group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. The Board have prepared forecasts on a group basis, and therefore, Aplus Topco (the parent) has provided a letter of support which covers a period of at least 12 months from the date of signing these accounts.
The financial statements have been prepared on a going concern basis which the directors believe to be appropriate for the following reasons:
• The group has prepared detailed financial forecasts through to 30 June 2026.
• The group has long term banking and shareholder loan facilities to meet all of its liabilities as they fall due and this is consistent with the financial forecasts both on a base case and on a reasonable downside scenario.
• The investors and bank are fully supportive of the business and in particular its ongoing investment in product development and business development.
• The banking facilities are subject to covenants and the group is currently; and forecast to remain, in compliance with these covenants throughout the forecast period.
Based on the above the directors have a reasonable expectation that the company will have sufficient funds to enable it to operate within its existing facilities and settle its liabilities as they fall due for at least the next twelve months. Therefore, it is appropriate to adopt a going concern basis of preparation for the financial statements.
Future developments
The company's future developments are outlined in the financial statements of the ultimate parent company, APlus Topco Limited.
Qualifying third party indemnity provisions
The company has qualifying third party insurance provisions in place to provide indemnity cover for the directors and officers of the company both during the financial year and up to the date of signing these financial statements.
Matters covered in the Strategic report
Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the Strategic report as the directors consider them to be of strategic importance to the company.
Post balance sheet events
In December 2024 the Investec loan facility was restated and a further £4m drawn under the facility. A loan of £3.8m was subsequently made to the immediate parent company Aplus Holdco and subsequently onto the group parent company, Aplus Topco. This was repaid in February 2025 along with loan note interest of £8,341,076.
Disclosure of information to auditor
The directors confirm that:
• so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and
• the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
APlus Bidco Limited
Directors' Report for the Year Ended 30 June 2024
Auditor
Hazlewoods LLP were appointed as auditors to the company during the period, following the resignation of Grant Thornton UK LLP, and have expressed their willingness to continue in office.
Approved by the Board on .............................. and signed on behalf by:
................................................
M Avillez Caldeira
Director
Date:
APlus Bidco Limited
Independent Auditor's Report to the Members of APlus Bidco Limited
Opinion
We have audited the financial statements of APlus Bidco Limited (the 'company') for the year ended 30 June 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
APlus Bidco Limited
Independent Auditor's Report to the Members of APlus Bidco Limited
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where 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 set out on page , 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.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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:
We considered the nature of the company’s industry and its control environment and reviewed the company’s
documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We
also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified
the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in
the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct
effect on the financial statements but compliance with which may be fundamental to the company’s ability to
operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within
the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific
procedures to respond to the risk of management override of controls. In addressing the risk of fraud through
management override of controls, we tested the appropriateness of journal entries and other adjustments;
assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated
the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
APlus Bidco Limited
Independent Auditor's Report to the Members of APlus Bidco Limited
• |
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 with unusual characteristics. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
APlus Bidco Limited
Profit and Loss Account for the Year Ended 30 June 2024
Note |
2024 |
2023 |
|
Turnover |
|
|
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Exceptional items |
(70) |
- |
|
Operating loss |
(216) |
(67) |
|
Other interest receivable and similar income |
- |
|
|
Amounts written off investments |
- |
( |
|
Interest payable and similar expenses |
( |
( |
|
Loss before tax |
( |
( |
|
Tax on loss |
- |
- |
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
APlus Bidco Limited
(Registration number: 10352632)
Balance Sheet as at 30 June 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Tangible assets |
- |
- |
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net liabilities |
( |
( |
|
Capital and reserves |
|||
Called up share capital |
- |
- |
|
Retained earnings |
(14,571) |
(10,026) |
|
Shareholders' deficit |
(14,571) |
(10,026) |
Approved and authorised by the
Director
APlus Bidco Limited
Statement of Changes in Equity for the Year Ended 30 June 2024
Share capital |
Retained earnings |
Total |
|
At 1 July 2023 |
- |
( |
( |
Loss for the year |
- |
( |
( |
At 30 June 2024 |
- |
( |
( |
Share capital |
Retained earnings |
Total |
|
At 1 July 2022 |
- |
( |
( |
Loss for the year |
- |
( |
( |
At 30 June 2023 |
- |
(10,026) |
(10,026) |
APlus Bidco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
General information |
APlus Bidco Limited is a private company limited by shares and incorporated in England and Wales. Its registers head office is located at 12-18 Grosvenor Gardens, 5th Floor, London, SW1W 0DH. The nature of the company's operations and its principal activity is outlined in the Strategic report.
Accounting policies |
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 company's presentational and functional currency in Sterling, £ and amounts presented are rounded to the nearest thousand.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.
The following principal accounting policies have been applied:
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);
• the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of APlus Topco Limited as at 30 June 2024 and these financial statements may be obtained from Companies House.
Exemption from preparing consolidated financial statements
The company is a parent company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
APlus Bidco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Going concern
In determining the appropriate basis of preparation for these financial statements, the Board has assessed the group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. The Board have prepared forecasts on a group basis, and therefore, APlus Topco (the parent) has provided a letter of support which covers a period at least 12 months from the date of signing these accounts.
The financial statements have been prepared on a going concern basis which the directors believe to be appropriate for the following reasons:
• The group has prepared detailed financial forecasts through to 30 June 2026.
• The group has long term banking and shareholder loan facilities to meet all of its liabilities as they fall due and this is consistent with the financial forecasts both on a base case and on a reasonable downside scenario.
• The investors and bank are fully supportive of the business and in particular its ongoing investment in product development and business development.
• The banking facilities are subject to covenants and the group is currently; and forecast to remain, in compliance with these covenants throughout the forecast period.
Based on the above directors have a reasonable expectation that the company will have sufficient funds to enable it to operate within its existing facilities and settle its liabilities as they fall due for at least the next twelve months. Therefore, it is appropriate to adopt a going concern basis of preparation for the financial statements.
Judgements in applying accounting policies and key sources of estimation uncertainty
The company makes estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the company's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
The company provides management services to other members of the group and charges the relevant group company on an individually agreed basis for costs incurred with the addition of a handling charge.
Finance costs
Finance costs are charged to the Statement of comprehensive income 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.
APlus Bidco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Taxation
Tax is recognised in the Statement of comprehensive income 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 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 Statement of financial position 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.
Tangible 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.
At each reporting date the company 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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
Computer equipment - 33.3%
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.
Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
APlus Bidco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
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.
Borrowing costs
All borrowing costs are recognised in the Statement of comprehensive income in the year in which they are incurred.
Pensions
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the Statement of comprehensive income 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 company in independently administered funds.
Financial instruments
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments’’ of FRS 102 to all of its financial instruments.
The company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the company's Statement of Financial Position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts, presented in-the financial-statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net.basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other, receivables due within the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
APlus Bidco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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.
Other Financial Instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They subsequently measured at fair value with charges in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
Turnover |
The whole of the turnover is attributable to management charges.
All turnover arose within the United Kingdom.
APlus Bidco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Interest payable and similar expenses |
2024 |
2023 |
|
Interest on bank overdrafts and borrowings |
|
|
Interest expense on other finance liabilities |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
- |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2024 |
2023 |
|
Directors and administration |
|
|
Auditors' remuneration |
2024 |
2023 |
|
Fees payable to the company's auditor and its associates for the audit of the company's annual financial statements |
13 |
23 |
Taxation |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2024 |
2023 |
|
Loss before tax |
( |
( |
Corporation tax at standard rate |
( |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
- |
|
Group relief surrendered |
|
|
Movement in deferred tax not recognised |
|
|
Total tax charge for the year |
- |
- |
APlus Bidco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Tangible assets |
Computer equipment |
|
Cost or valuation |
|
At 1 July 2023 and at 30 June 2024 |
|
Depreciation |
|
At 1 July 2023 and at 30 June 2024 |
|
Carrying amount |
|
At 30 June 2023 and at 30 June 2024 |
- |
Investments |
2024 |
2023 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ 000 |
Cost or valuation |
|
At 1 July 2023 and at 30 June 2024 |
|
Provision |
|
At 1 July 2023 and at 30 June 2024 |
|
Carrying amount |
|
At 30 June 2023 and at 30 June 2024 |
|
APlus Bidco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2024 |
2023 |
|||
Subsidiary undertakings |
||||
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
The company's investment in AdviserPlus Business Solutions Limited and Safety4Business Limited are indirectly held.
Subsidiary undertakings |
AdviserPlus Holdings Limited The principal activity of AdviserPlus Holdings Limited is |
AdviserPlus Business Solutions Limited The principal activity of AdviserPlus Business Solutions Limited is |
Working Transitions Limited The principal activity of Working Transitions Limited is |
Halborns Limited The principal activity of Halborns Limited is |
Learning Nexus Limited The principal activity of Learning Nexus Limited is |
Safety4Business Limited
Company is dormant.
APlus Bidco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Debtors |
2024 |
2023 |
|
Trade debtors |
|
- |
Amounts owed by group undertakings |
|
|
Loans to related parties |
25 |
- |
Other debtors |
|
|
Prepayments |
|
|
Corporation tax asset |
- |
|
|
|
Creditors |
Note |
2024 |
2023 |
|
Due within one year |
|||
Loans and borrowings |
|
|
|
Trade creditors |
|
|
|
Amounts due to group undertakings |
|
|
|
Amounts owed to related parties |
35 |
35 |
|
Accruals |
|
|
|
Corporation tax liability |
4 |
- |
|
|
|
||
Due after one year |
|||
Loans and borrowings |
|
|
APlus Bidco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Loans and borrowings |
Current loans and borrowings
2024 |
2023 |
|
Bank loans |
|
|
Non-current loans and borrowings
2024 |
2023 |
|
Bank loans |
|
|
Loan notes |
|
|
|
|
Loan notes are unsecured loan notes and payment in kind notes which were listed on 30 June 2017 on the Channel Island Securities Exchange Authority Limited (the Exchange). The maturity date of the loan notes is 9 November 2026 and carry a fixed rate of interest of 12%. Interest is charged annually on the 30 June and is accrued and rolled up into the loan note liability. The interest payable on the loan notes totalled £10,174,000 (2023: £6,947,000) and is included in the overall loan note balance at the year-end of £30,114,000 (2023: £26,888,000).
The group has two facilities with Investec Plc totalling £9,000,000. Capital repayments are due every 6 months effective from 31 December 2021 and interest is being accrued SONIA rate plus a variable margin of between 4.25% and 5.25%.
In accordance with FRS 102 section 25, debt issue costs which have been incurred, totalling £522,000 have been offset against the bank loan and are amortised over the duration of the Investec Plc loan facilities.
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. |
£ |
No. |
£ |
|
|
|
100 |
|
100 |
Non adjusting events after the financial period |
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The ultimate controlling party is