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Registration number: 10389814

APlus Holdco Limited

Annual Report and Financial Statements

for the Year Ended 30 June 2024

 

APlus Holdco Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3 to 4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Profit and Loss Account

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12 to 18

 

APlus Holdco Limited

Company Information

Directors

M Avillez Caldeira

J E Harley

J V G Rosa

Registered office

5th Floor
12-18 Grosvenor Gardens
London
SW1W 0DH

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

Bankers

Barclays Bank Plc
Leicester
Leicestershire
LE87 2BB

 

APlus Holdco Limited

Strategic Report for the Year Ended 30 June 2024

The directors present their strategic report for the year ended 30 June 2024.


Principal Activity

The principal activity is that of an intermediate holding company within the group of companies headed by APIus Topco Limited, with the trade being undertaken by its principal trading subsidiaries AdviserPlus Business Solutions Limited, Working Transitions Limited, Learning Nexus Limited and Halborns Limited.

The consolidated results are reported within the Consolidated Statement of Comprehensive Income of the ultimate parent company, APIus Topco Limited.


Business review and Key Performance Indicators

The company generated a loss of £1,876,000 (2023: loss £1,193,000). The performance of the company is consistent with expectations. The net assets of the company at 30 June 2024 were £2,048,000 (2023: £3,924,000).

The results of the trading subsidiaries are shown in the financial statements of the trading entities, AdviserPlus Business Solutions Limited, Working Transitions Limited, Learning Nexus Limited and Halborns Limited.
 


Principal risks and uncertainties

The principal risk to the company is interest rate risk. Interest is charged at 12% annually at the end of the financial year and is accrued and rolled up into the balance due to preference shareholders in accordance with the terms. The interest is due to be settled by the redemption date of the shares: A1 preference shares 7 November 2026, A2 preference shares 31 March 2028.

Approved by the Board on 5 March 2025 and signed on its behalf by:


M Avillez Caldeira
Director

 

APlus Holdco 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 £1,876,000 (2023: loss £1,193,000).

The directors do not recommend the payment of a dividend in the year (2023: £Nil).

Directors of the company

The directors who held office during the year were as follows:

M Avillez Caldeira

J E Harley

J V G Rosa

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, APIus 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 within the group was restated and a further £4m drawn under the facility. In February 2025 preference share dividends of £1,902,165 were paid

 

APlus Holdco Limited

Directors' Report for the Year Ended 30 June 2024

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Appointment of auditors

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 5 March 2025 and signed on its behalf by:


M Avillez Caldeira
Director

 

APlus Holdco Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Strategic Report, 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). 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 and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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.

 

APlus Holdco Limited

Independent Auditor's Report to the Members of APlus Holdco Limited

Opinion

We have audited the financial statements of APlus Holdco 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 Holdco Limited

Independent Auditor's Report to the Members of APlus Holdco Limited

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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 Statement of Directors' Responsibilities 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.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

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:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

 

APlus Holdco Limited

Independent Auditor's Report to the Members of APlus Holdco Limited

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.





James Morter (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

6 March 2025

 

APlus Holdco Limited

Profit and Loss Account for the Year Ended 30 June 2024

Note

2024
£ 000

2023
£ 000

Turnover

-

-

Administrative expenses

 

(1)

-

Operating loss

(1)

-

Interest payable and similar expenses

3

(1,875)

(1,193)

Loss before tax

 

(1,876)

(1,193)

Tax on loss

7

-

-

Loss for the financial year

 

(1,876)

(1,193)

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 Holdco Limited

(Registration number: 10389814)
Balance Sheet as at 30 June 2024

Note

2024
£ 000

2023
£ 000

Fixed assets

 

Investments

4,000

4,000

Current assets

 

Debtors

9

15,545

15,544

Cash at bank and in hand

 

4

6

 

15,549

15,550

Total assets less current liabilities

 

19,549

19,550

Creditors: Amounts falling due after more than one year

10

(17,501)

(15,626)

Net assets

 

2,048

3,924

Capital and reserves

 

Called up share capital

57

57

Share premium reserve

2,909

2,909

Treasury share reserve

(2)

(2)

Profit and loss account

(916)

960

Shareholders' funds

 

2,048

3,924

Approved and authorised by the Board on 5 March 2025 and signed on its behalf by:
 


M Avillez Caldeira
Director

 

APlus Holdco Limited

Statement of Changes in Equity for the Year Ended 30 June 2024

Share capital
£ 000

Share premium
£ 000

Treasury share reserve
£ 000

Profit and loss account
£ 000

Total
£ 000

At 1 July 2023

57

2,909

(2)

960

3,924

Loss for the year

-

-

-

(1,876)

(1,876)

At 30 June 2024

57

2,909

(2)

(916)

2,048

Share capital
£ 000

Share premium
£ 000

Treasury share reserve
£ 000

Profit and loss account
£ 000

Total
£ 000

At 1 July 2022

57

2,909

(2)

2,153

5,117

Loss for the year

-

-

-

(1,193)

(1,193)

At 30 June 2023

57

2,909

(2)

960

3,924

 

APlus Holdco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
5th Floor
12-18 Grosvenor Gardens
London
SW1W 0DH

 

2

Accounting policies

Basis of preparation
 

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 financial statements are presented in Sterling and all values are rounded to the nearest thousand (£000) except when otherwise stated. - .

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 APIus 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 a larger group by a 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 Holdco 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 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.

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.

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.

Valuation of investments
 

Investments in subsidiaries are measured at cost less accumulated impairment

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 Holdco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

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 ofcash with insignificant risk of change in value

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

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.


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.

 

APlus Holdco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

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.
 

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.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

In preparing these financial statements, the directors have had to make the following judgements:

• Investments: The company reviews the carrying value of its investments for indication of impairment at each period end. If indicators of impairment exist, the carrying value of the asset is subject to further testing to determine whether its carrying value exceeds its recoverable amount. this process will usually involve the estimation of future cash flows and profits which are less likely to be generated by the assets considering suitable revenue growth rates and relevant discount rate.

 

APlus Holdco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

3

Interest payable and similar expenses

2024
£ 000

2023
£ 000

Interest on preference shares

1,875

1,193

 

4

Staff numbers

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Directors

3

3

 

5

Directors' remuneration

Directors' remuneration has been borne by a fellow group undertaking.

 

6

Auditors' remuneration

Auditors' remuneration has been borne by a fellow group undertaking.

 

7

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 25% (2023 - 20.5%).

The differences are reconciled below:

2024
£ 000

2023
£ 000

Loss before tax

(1,876)

(1,193)

Corporation tax at standard rate

(469)

(245)

Effect of expense not deductible in determining taxable profit (tax loss)

469

245

Total tax charge/(credit)

-

-

 

8

Investments

2024
£ 000

2023
£ 000

Investments in subsidiaries

4,000

4,000

Subsidiaries

£ 000

Cost

At 1 July 2023 and at 30 June 2024

10,132

Provision

At 1 July 2023 and at 30 June 2024

6,132

Carrying amount

At 30 June 2023 and at 30 June 2024

4,000

 

APlus Holdco 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

Aplus Bidco Limited*

England and Wales

Ordinary

100%

100%

AdviserPlus Holdings Limited

England and Wales

Ordinary

100%

100%

AdviserPlus Business Solutions Limited

England and Wales

Ordinary

100%

100%

Working Transitions Limited

England and Wales

Ordinary

100%

100%

Halborns Limited

England and Wales

Ordinary

100%

100%

Learning Nexus Limited

England and Wales

Ordinary

100%

100%

Safety4Business Limited

England and Wales

Ordinary

100%

100%

*Indicates directly held subsidiary.
 

Subsidiary undertakings

Aplus Bidco Limited*

The principal activity of Aplus Bidco Limited* is that of an intermediate holding company.

AdviserPlus Holdings Limited

The principal activity of AdviserPlus Holdings Limited is that of an intermediate holding company.

AdviserPlus Business Solutions Limited

The principal activity of AdviserPlus Business Solutions Limited is provision of employee relations software and services.

Working Transitions Limited

The principal activity of Working Transitions Limited is planning, implementation and evaluation of transitional arrangements in the work environment.

Halborns Limited

The principal activity of Halborns Limited is to provide employee related legal services, advice and software resources.

Learning Nexus Limited

The principal activity of Learning Nexus Limited is provision of digital training and education materials.


Safety4Business Limited

Company is dormant.

 

APlus Holdco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

9

Debtors

Note

2024
£ 000

2023
£ 000

Amounts owed by related parties

12

15,543

15,544

Other debtors

 

2

-

 

15,545

15,544

Amounts owed by group undertakings are interest free and repayable on demand.

 

10

Creditors

2024
£ 000

2023
£ 000

Due after one year

Redeemable preference shares

17,501

15,626

Interest is charged at 12% per annum annually on the 30 June and is accrued and rolled up in the balance due to preference shareholders. Interest totalled £4,308,000 at 30 June 2024 (2023: £2,433,159) and is included in the overall preference share balance at the year-end of £17,501,000 (2023: £15,626,000). A1 and A2 Preference shares are redeemable in full on 7 November 2026 and 31 March 2028 respectively. The preference shares have no voting rights and have full dividend and capital contribution rights. The shares confer a right of redemption in certain circumstances.

 

11

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary A shares of £0.01 each

2,929,633

29,296

2,929,633

29,296

Ordinary B1 shares of £1 each

20,179

20,179

20,179

20,179

Ordinary B2 shares of £0.01 each

9,423

94

9,423

94

Ordinary C shares of £0.01 each

739,809

7,398

739,809

7,398

3,699,044

56,968

3,699,044

56,968

Rights, preferences and restrictions

The different classes of share referred to above carry separate rights to dividends but, in all other significant respects, rank pari passu.

 

12

Related party transactions

The company has taken advantage of the exemption in FRS 102, section 33. Related party disclosure and has not disclosed transactions with group undertakings.

 

13

Parent and ultimate parent undertaking

The company's immediate and ultimate parent is APlus Topco Limited, incorporated in England and Wales.

 The ultimate controlling party is Limerston Capital Partners I GP LLP.