Registration number:
for the
Year Ended 30 June 2024
Aplus Topco Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
Aplus Topco Limited
Company Information
Directors |
M Avillez Caldeira J V G Rosa |
Registered office |
|
Auditors |
|
Bankers |
|
Aplus Topco 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 of the company is that of a holding company with main trade being undertaken by its subsidiaries AdviserPlus Business Solutions Limited, Working Transitions Limited, Halborns Limited and Learning Nexus Limited. The company also holds a 29.63% share in ElementSuite Ltd. The latter was divested in February 2025 after the balance sheet date.
Business Review
The activities of the individual business units are reviewed in the statutory accounts of those companies. The significant developments during the year were:
• The continued development and growth of the Empower platform in AdviserPlus Business Solutions
• Strong revenue and profit growth in Halborns Ltd and Working Transitions Ltd
The consolidated results are reported within the Consolidated Profit and Loss Account of these financial statements.
Financial key performance indicators
The group generated a loss for the year after taxation of £7,689,000 (2023: £9,017,000). The net liabilities of the group at 30 June 2024 were £45,630,000 (2023: £37,941,000).
The loss before taxation was impacted through incurring exceptional costs of £1,018,000 (2023: £465,000).
The table below summarises the underlying results of the group for the year ended 30 June 2024 which shows a 11% increase in turnover and an 21% increase in underlying earnings before interest, tax, depreciation and amortisation ('EBITDA').
2024 |
2023 |
|
Turnover |
19,865 |
17,950 |
EBITDA |
3,494 |
2,872 |
Cash at bank and in hand |
882 |
819 |
Underlying EBITDA excludes holding company overheads of £235,000 (2023: £155,000) and management charges of £88,200 (2023: £88,200), exceptional expenses and other income and is a key metric used in managing the business.
Aplus Topco Limited
Strategic Report for the Year Ended 30 June 2024
Principal risks and uncertainties
The group's principal activities in the year were carried out through its subsidiaries AdviserPlus Business
Solutions Limited, Working Transitions Limited, Halborns Limited and Learning Nexus Limited.
With its emphasis on providing high quality services, the group needs to be able to attract, train, engage and
retain its increasingly location agnostic workforce across its service delivery centres in the Wirral, West
Yorkshire, Northampton, Gloucester and Nottingham. As well as employing its own Talent Management team,
the group invests considerable effort in employee engagement and in maintaining its fun, positive and
professional working environment.
The group ensures that the HR and professional advisory services it provides are compliant with the applicable
legislation and best practice. In doing so, and in order to manage its legal liability and protect its customer
relationships, it must ensure that legislative changes and new developments are monitored, and that it meets or
exceeds the contract terms and service levels it has agreed with each customer.
The group continually invests in the maintenance, reliability and development of its platforms and systems and
regularly tests to ensure they remain secure and that customer data is protected. It also conducts regular tests of
its business continuity plans.
The group has a £9m senior debt facility which continues to be serviced in line with the facility. This attracts interest at a rate of between 4.25% and 5.25% above SONIA and, as such, the group has an inherent interest rate risk.
The group aims to mitigate liquidity risk through tight management of cash generation in the operation,
applying cash collection targets and managing cash reserves on a group basis.
Financial Risks
The group is not exposed to a price risk as it does not hold financial instruments which are influenced by commodity prices or equity prices.
Credit risk is the risk that one party to a financial instrument will cause a financial loss for that other party by failing to discharge an obligation. Group policies are aimed at minimising such losses, and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures. Details of the group's debtors are shown in note 15 to the financial statements.
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The group aims to mitigate liquidity risk by managing cash generation by its operations, applying cash collection targets.
The directors have confidence that the group will generate sufficient cash to meet its obligations and continue to add investments to the group to enhance cash generating activities.
Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability such as future interest payments on a variability rate debt. The group manages this risk, where significant, by cash flow forecasting and managing cash generation by its operations, and by applying cash collection targets.
Aplus Topco Limited
Strategic Report for the Year Ended 30 June 2024
Responsibilities under s172 of the Companies Act 2006
The Board of directors of Aplus Topco Limited consider both individually and collectively that they have acted in good faith to be most likely to promote the success of the company for the benefit of all its stakeholders in the decisions they made during the year ended 30 June 2024, having regard to the consequences of decisions in the long term.
We recognise our colleagues as our most important asset and aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health and well-being of our colleagues are the highest importance and ensuring these is one of our primary considerations in the way we do business. Caring for our customers is fundamental to the success of our business and we endeavour to serve them to the very best of
our ability. We are committed to ensuring we provide high quality advice and services to our customers through our expert knowledge and innovative technology solutions. We use KPIs and customer feedback to monitor and customers' experience.
We also aim to act responsibility and fairly in our engagement with all internal and external stakeholders. The company takes seriously its responsibilities towards the communities it serves, and to the environment, supporting a range of charitable initiatives.
As the Board of directors, our intention is always to behave responsibly and to ensure that the business operates in a responsible manner, adhering to high standards of business conduct and good governance. We recognise that the maintenance of our good reputation, founded on responsible behaviour, is fundamental to our continuing ability to achieve profitable growth for the benefit of all our stakeholders in the future.
Approved by the
Director
Aplus Topco Limited
Directors' Report for the Year Ended 30 June 2024
The directors present their report and the for the year ended 30 June 2024.
Results and dividends
The consolidated loss for the year, after taxation and non-controlling interests, amounted to £7,689,000 (2023: loss £9,017,000).
The directors do not recommend the payment of a dividend for the year (2023: £Nil).
Directors of the company
The directors who held office during the year were as follows:
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 has prepared forecasts on a group basis and Aplus Topco (the parent) has provided a letter of support to all group entities 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 group and the company will have sufficient funds to enable them to operate within existing facilities and settle 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
Having developed the empower® platform the key focus for the group is to retain and expand its client base. To this end significant investment in marketing, business development and technology development resources are planned for the coming years.
Research and development
The group continued to invest in research and development in the year to 30 June 2024 and this will continue into future years. The main focus is investment in the continued development of the new technology to stay
ahead of changing client and market requirements to maintain its current market leading status and be the preferred option to enable ER Transformation in businesses of all sizes.
Employee Involvement
Employees are kept regularly informed on matters affecting them and on business performance through a variety of communication tools including weekly team briefings, regular email and intranet updates, social media,
executive updates, annual staff satisfaction survey and twice yearly all hands events. In addition, groups of employees work together to support the group’s employee well-being, diversity and inclusivity agendas.
Aplus Topco Limited
Directors' Report for the Year Ended 30 June 2024
Employment of disabled persons
AdviserPlus is proud to be a Disability Confident Leader business in the UK. Attaining this standard recognizes the proactive support we provide to line managers in our client base and to our own employees to develop the skills, knowledge and competence to recruit and retain a diverse workforce including disabled employees. We help employers and employees to understand how they can create a disability confident culture that eradicates the organisational barriers which can prevent work place inclusion for disabled people.
Through a range of media, events and workshops we help to raise awareness of pan disability issues focusing on how best to create an inclusive culture that supports disabled employees, including those with Hidden
Impairments, who may be reluctant to disclose their conditions, including people with Autistic Spectrum Conditions, Attention Deficit Hyperactivity Disorder, Dyslexia, Dyspraxia, Dyscalculia, Speech and Language, Mental Health issues and learning difficulties. By understanding people as individuals workplace adjustment solutions can be identified at the earliest intervention and put in place to enable disabled talent to meet their full potential.
The group has a recruitment policy to ensure that all applications for employment, including those made by disabled persons, are given full and fair consideration in light of the applicants’ aptitudes and abilities. There is also an equal opportunities policy to ensure that all employees are treated equally in terms of employment, training, career development and promotion. Where an employee develops a disability during their employment
every effort is made to make reasonable adjustment as far as is reasonably practicable to enable them to continue their employment.
Qualifying third party indemnity provisions
The group 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
In accordance with section 414C(11) of the Companies Act, certain matters required to be detailed in the Directors' Report are detailed in the Strategic Report where the Director considers them to be of strategic importance to the group.
Disclosure of information to the auditor
Each director has taken the 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 group's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Appointment of auditors
Hazlewoods LLP were appointed as auditors to the group during the period, following the resignation of Grant Thornton UK LLP, and have expressed their willingness to continue in office.
Approved by the
Director
Aplus Topco Limited
Statement of Directors' Responsibilities
The directors are responsible 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 group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK 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 group will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Aplus Topco Limited
Independent Auditor's Report to the Members of Aplus Topco Limited
Opinion
We have audited the financial statements of Aplus Topco Limited (the 'parent group') and its subsidiaries (the 'group') for the year ended 30 June 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent group's affairs as at 30 June 2024 and of the group's 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 group 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 group'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. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
Aplus Topco Limited
Independent Auditor's Report to the Members of Aplus Topco Limited
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 by the parent group, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent group 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 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent group 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.
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.
Aplus Topco Limited
Independent Auditor's Report to the Members of Aplus Topco Limited
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;
• 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 group’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 group’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 group and the group’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 Topco Limited
Consolidated Profit and Loss Account for the Year Ended 30 June 2024
Note |
2024 |
(As restated) |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Exceptional administrative expenses |
( |
( |
|
Other operating income |
120 |
90 |
|
Operating loss |
( |
( |
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
Share of profit/(loss) of equity accounted investees |
|
( |
|
Loss before tax |
( |
( |
|
Tax on loss |
( |
|
|
Loss for the financial year |
( |
( |
|
Loss attributable to: |
|||
Owners of the group |
( |
( |
|
Minority interests |
( |
( |
|
( |
( |
||
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
Aplus Topco Limited
(Registration number: 10381934)
Consolidated Balance Sheet as at 30 June 2024
Note |
2024 |
(As restated) |
|
Fixed assets |
|||
Intangible 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 |
( |
( |
|
Provisions |
- |
(310) |
|
Deferred tax liabilities |
(1,228) |
(1,128) |
|
Net liabilities |
( |
( |
|
Capital and reserves |
|||
Called up share capital |
55 |
55 |
|
Share premium reserve |
5,408 |
5,408 |
|
Retained earnings |
(43,527) |
(37,448) |
|
Equity attributable to owners of the company |
(38,064) |
(31,985) |
|
Minority interests |
(7,566) |
(5,956) |
|
Shareholders' deficit |
(45,630) |
(37,941) |
Approved and authorised by the
Director
Aplus Topco Limited
(Registration number: 10381934)
Balance Sheet as at 30 June 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
55 |
55 |
|
Share premium reserve |
5,408 |
5,408 |
|
Retained earnings |
(3,691) |
(3,470) |
|
Shareholders' funds |
1,772 |
1,993 |
No Profit and Loss account is presented for the company as permitted by section 408 of the companies Act 2006. The company made a loss after tax for the financial year of £221,000 (2023 - loss of £470,000).
Approved and authorised by the
Director
Aplus Topco Limited
Consolidated Statement of Changes in Equity for the Year Ended 30 June 2024
Equity attributable to the parent company
Share capital |
Share premium |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
At 1 July 2023 |
|
|
( |
( |
( |
( |
Loss for the year |
- |
- |
( |
( |
( |
( |
At 30 June 2024 |
|
|
( |
( |
( |
( |
Share capital |
Share premium |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
At 1 July 2022 |
|
|
( |
( |
( |
( |
Prior period adjustment |
- |
- |
( |
( |
- |
( |
At 1 July 2022 (As restated) |
|
|
( |
( |
( |
( |
Loss for the year (As restated) |
- |
- |
( |
( |
( |
( |
At 30 June 2023 (As restated) |
55 |
5,408 |
(37,448) |
(31,985) |
(5,956) |
(37,941) |
More detail of prior period adjustments is included in note 2.
Aplus Topco Limited
Statement of Changes in Equity for the Year Ended 30 June 2024
Share capital |
Share premium |
Retained earnings |
Total |
|
At 1 July 2023 |
|
|
( |
|
Loss for the year |
- |
- |
( |
( |
At 30 June 2024 |
|
|
( |
|
Share capital |
Share premium |
Retained earnings |
Total |
|
At 1 July 2022 |
|
|
( |
|
Loss for the year |
- |
- |
( |
( |
At 30 June 2023 |
55 |
5,408 |
(3,470) |
1,993 |
Aplus Topco Limited
Consolidated Statement of Cash Flows for the Year Ended 30 June 2024
Note |
2024 |
(As restated) |
|
Cash flows from operating activities |
|||
Loss for the year |
( |
( |
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Loss on disposal of tangible assets |
|
- |
|
Finance income |
( |
- |
|
Finance costs |
|
|
|
Share of profit/loss of equity accounted investees |
( |
|
|
Income tax expense |
|
( |
|
|
|
||
Working capital adjustments |
|||
Decrease/(increase) in trade debtors |
|
( |
|
(Decrease)/increase in trade creditors |
( |
|
|
Decrease in provisions |
( |
- |
|
Cash generated from operations |
|
|
|
Income taxes received |
|
|
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
( |
|
Acquisition of intangible assets |
( |
( |
|
Fair value of net liabilities assumed on acquisition |
- |
(575) |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Debt costs paid |
( |
- |
|
Proceeds from bank borrowing draw downs |
|
|
|
Repayment of bank borrowing |
( |
( |
|
Repayment of other borrowing |
- |
( |
|
Proceeds from issue of shares classified as liabilities |
- |
|
|
Net cash flows from financing activities |
( |
|
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 1 July |
|
|
|
Cash and cash equivalents at 30 June |
882 |
819 |
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
General information |
The group is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the group operates. Monetary amounts in these financial statements are rounded to the nearest thousand pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the group and its subsidiary undertakings drawn up to 30 June 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Consolidated Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the group and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Aplus Topco 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 and the company'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 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 group 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.
Functional and presentation currency
The group's functional and presentational currency is GBP.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Prior period adjustments
Adjustments have been processed in the financial statements to more accurately reflect revenue and deferred income in the comparative period for Halborns Limited and separately resulting from a change in revenue recognition accounting policy in Working Transitions Limited. Adjustments identified in respect of both of these are summarised and included in the table below:
2023 |
Relating to periods before the prior period disclosed in these financial statements |
|
Decrease in sales |
(213) |
- |
Increase in liabilities |
|
155 |
Decrease in retained earnings |
(155) |
(155) |
Critical accounting judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, 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.
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies..
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group 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:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
• the amount of revenue can be measured reliably;
• it is probable that the group will receive the consideration due under the contract;
• the stage of completion of the contract at the end of the reporting period can be measured reliably; and
• the costs incurred and the costs to complete the contract can be measured reliably.
Contracts which contain combinations of performance obligations which are satisfied over time and performance obligations which are satisfied at a point in time are assessed on average, with estimates of transaction values apportioned against the respective performance obligations. The transaction value apportioned to performance obligations satisfied over a period of time are spread evenly over the period that the obligation covers. Transaction values attributed to performance obligations recognised at a point in time are recognised as those performance obligations are satisfied, or are recognised at the date of expiry if they remain unsatisfied at that date.
Operating leases: the group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic life, which is estimated to be 3 years.
The expected useful economic life of development costs is estimated based on business plans which set out the development plan and time to market for the associated project.
If it is not possible to distinguish between the search phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income
Interest income is recognised in the Consolidated Profit and Loss Account using the effective interest method.
Finance costs
Finance costs are charged to the Consolidated Profit and Loss Account 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.
Borrowing costs
All borrowing costs are recognised in the Consolidated Profit and Loss Account in the year in which they are incurred.
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Defined contribution pension obligation
The group operates a defined contribution plan for its employees. A defined contribution plan is a
pension plan under which the group pays fixed contributions into a separate entity. Once the
contributions have been paid the group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Profit and Loss Account when they fall due. Amounts not paid are shown in accruals as a liability in the Consolidated Balance Sheet. The assets of the plan are held separately from the group in independently
administered funds.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Consolidated Balance Sheet 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;
• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Exceptional Items
Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Intangible assets
Business combinations
Business combinations are accounted for by applying the purchase method. The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of the equity instruments issued plus costs directly attributable to the business combination.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Profit and Loss Account over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If are a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Asset class |
Amortisation method and rate |
Customer relationships |
12 years straight line |
Customer contracts |
6 years straight line |
Goodwill |
10 years straight line |
Computer software |
3 years straight line |
Costs associated with maintaining computer software are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the software and use or sell it;
• management intends to complete the software and use or sell it;
• there is an ability to use or sell the software;
• it can be demonstrated how the software will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the software are available; and
• the expenditure attributable to the software during its development can be reliably measured.
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 group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less the residual value over their estimated useful lives, using the straight-line method.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Short-term leasehold property |
20% straight line |
Fixtures and fittings |
20% straight line |
Computer equipment |
33% straight line |
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
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.
Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment
Associates
An entity is treated as an associated undertaking where the group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Profit and Loss Account includes the group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the group. In the Consolidated Balance Sheet the interests in associated undertakings are shown as the group's share of the identifiable net assets, including any unamortised premium paid on acquisition. In the company Balance Sheet the investments in associates are recorded at cost less 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.
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 within significant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.
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.
Provision for liabilities
Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and are liable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the group becomes aware of the obligation, and are measured at the best estimate at the Consolidated Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Consolidated Balance Sheet.
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Financial instruments
Financial instruments are recognised in the group's Consolidated Balance Sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are off set, with the net amounts presented in the financial statements, when there is a legally enforce able 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
Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other receivables due within the operating cycle fall in to this category of financial instruments.
Impairment of financial assets
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 group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs.
When this constitutes a financing transaction, where by 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 with in 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.
Derecognition of financial assets
Financial assets are de-recognised when their contractual right to future cash flows expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to an other party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are de-recognised when the group's contractual obligations expire or are discharged or cancelled.
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Judgements in applying accounting policies and key sources of estimation uncertainty
The group makes estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the group'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 made the following judgements:
• Investments: The group reviews the carrying value of its investments for indications 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 it recoverable amount, this process will usually involve the estimation of future cash flows and profits which are likely to be generated by the assets considering suitable revenue growth rates and relevant discount rate.
• Tax: Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.
• Capitalisation of development costs: Management estimation is required to determine what costs relating to research and development can be capitalised. This involved a significant level of estimation as management must perform a detailed assessment as to whether the costs meet the criteria of 'development' and can therefore be capitalised in line with ISA guidance.
• Recognition of deferred consideration: The group have made acquisitions where the vendor has remained in the business under an employment contract. As part of the relevant sale and purchase agreement, deferred payments were agreed, to be paid on fulfillment of certain conditions. Management have considered the substance of each transaction and used judgement to determine which elements are deferred consideration payments on the sale of a business and which elements represent remuneration for future service as an employee.
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
2024 |
2023 |
|
Rendering of services |
|
|
The analysis of the group's turnover for the year by market is as follows:
2024 |
2023 |
|
UK |
|
|
Europe |
|
|
Rest of world |
|
|
|
|
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Exceptional items |
2024 |
2023 |
|
Exceptional expenses |
1,018 |
465 |
The prior year costs relate to restructuring costs and a provision for a loss on an onerous contract. The current year exceptional items relate to restructuring costs, recruitment and bonuses in AdviserPlus Business Solutions Limited.
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2024 |
2023 |
|
R&D claim income |
|
|
Operating loss |
Arrived at after charging/(crediting)
2024 |
2023 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Foreign exchange losses |
|
- |
Operating lease expense - property |
|
|
Loss on disposal of tangible fixed assets |
|
- |
Other interest receivable and similar income |
2024 |
2023 |
|
Interest income on bank deposits |
|
|
Interest payable and similar expenses |
2024 |
2023 |
|
Interest on bank overdrafts and borrowings |
|
|
Interest on preference shares |
|
|
Interest on loan notes |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2024 |
2023 |
|
Service delivery |
|
|
Management, sales, product development, IT and administration |
|
|
Operations |
|
|
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
Auditors' remuneration |
2024 |
2023 |
|
Audit of these financial statements |
62 |
127 |
Other fees to auditors |
||
All other non-audit services |
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
2024 |
2023 |
|
Current taxation |
||
UK corporation tax |
- |
|
UK corporation tax adjustment to prior periods |
( |
- |
(60) |
22 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
( |
( |
Arising from changes in tax rates and laws |
- |
( |
Adjustments in respect of prior periods |
273 |
84 |
Total deferred taxation |
|
( |
Tax expense/(receipt) in the income statement |
|
( |
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
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) |
|
|
Increase from tax losses for which no deferred tax asset was recognised |
|
|
(Decrease)/increase in UK and foreign current tax from unrecognised temporary difference from a prior period |
( |
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
|
Deferred tax credit relating to changes in tax rates or laws |
- |
(152) |
Tax decrease from effect of adjustment in research and development tax credit |
- |
( |
Total tax charge/(credit) |
|
( |
Deferred tax
Group
Deferred tax assets and liabilities
2024 |
Liability |
Fixed asset timing differences |
|
Tax losses |
( |
Arising on intangibles assets acquired as part of business combinations |
|
Short term timing differences |
( |
|
2023 |
Liability |
Fixed asset timing differences |
|
Arising on intangibles assets acquired as part of business combinations |
|
|
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Intangible assets |
Group
Customer relationships |
Customer contracts |
Brand |
Computer software |
Goodwill |
Total |
|
Cost or valuation |
||||||
At 1 July 2023 |
|
|
|
|
27,158 |
41,867 |
Adjustments to prior acquisitions |
- |
- |
- |
- |
355 |
355 |
Additions |
- |
- |
- |
|
- |
654 |
At 30 June 2024 |
|
|
|
|
27,513 |
42,876 |
Amortisation |
||||||
At 1 July 2023 |
|
|
|
|
16,592 |
24,809 |
Amortisation charge |
|
|
|
|
2,140 |
3,721 |
At 30 June 2024 |
|
|
|
|
18,732 |
28,530 |
Carrying amount |
||||||
At 30 June 2024 |
|
|
|
|
|
|
At 30 June 2023 |
|
|
|
|
|
|
Adjustments to prior acquisitions relate to adjustments made in respect of the identifiable net assets at acquisition of Learning Nexus Limited.
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Tangible assets |
Group
Short-term leasehold property |
Fixtures and fittings |
Computer equipment |
Total |
|
Cost or valuation |
||||
At 1 July 2023 |
|
|
|
|
Additions |
- |
|
- |
|
Disposals |
( |
( |
- |
( |
At 30 June 2024 |
|
|
|
|
Depreciation |
||||
At 1 July 2023 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
( |
( |
- |
( |
At 30 June 2024 |
|
|
|
|
Carrying amount |
||||
At 30 June 2024 |
|
|
- |
|
At 30 June 2023 |
|
|
|
|
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Investments |
Group
Investments in associates |
|
Cost and carrying amount |
|
At 1 July 2023 |
|
Share of profit |
236 |
At 30 June 2024 |
|
Carrying amount |
|
At 30 June 2024 |
|
At 30 June 2023 |
|
Company
Subsidiaries |
Investments in subsidiary companies |
Investments in associates |
Total |
Cost |
|||
At 1 July 2023 and 30 June 2024 |
|
|
|
Provision |
|||
At 1 July 2023 and at 30 June 2024 |
( |
- |
( |
Carrying amount |
|||
At 1 July 2023 and 30 June 2024 |
|
|
|
Details of undertakings
Details of the investments in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
Subsidiary undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2024 |
2023 |
|||
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
Associates |
||||
|
England and Wales |
Ordinary |
|
|
* Indicates directly held subsidiaries
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
The registered office address of Aplus Holdco Limited and Aplus Bidco Limited is 12-18 Grosvenor Gardens, 5th Floor, London, England SW1W 0DH. The registered office address of all other subsidiaries is Pioneer House, Pioneer Business Park, North Road, Ellesmere Port, United Kingdom, CH65 1AD. The registered office address of ElementSuite Limited is 740 Waterside Drive Aztec West, Almondsbury, Bristol, United Kingdom, BS32 4UF.
As at 30 June 2024, the group has an non-controlling interest holding of 20.8% (2023: 20.8%)
For the year ended 30 June 2024, the following companies have taken the entitled exemption from audit under section 479A of the Companies Act 2006. Aplus Topco Limited has therefore given a guarantee under section 479C of the Companies Act 2006 in respect of these subsidiaries:
Learning Nexus Limited
Safety4Business Limited
AdviserPlus Holdings Limited
Debtors |
Group |
Company |
||||
Note |
2024 |
(As restated) |
2024 |
2023 |
|
Trade debtors |
|
|
- |
- |
|
Amounts owed by group undertakings |
- |
- |
|
|
|
Amounts due from related parties |
25 |
- |
- |
- |
|
Other debtors |
|
|
|
- |
|
Prepayments |
|
|
- |
- |
|
Deferred tax assets |
- |
- |
|
|
|
|
|
|
|
Cash and cash equivalents |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Cash at bank |
|
|
|
|
Creditors |
Group |
Company |
||||
Note |
2024 |
(As restated) |
2024 |
2023 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
|
|
|
Trade creditors |
|
|
- |
- |
|
Amounts due to related parties |
|
|
|
|
|
Amounts due to group undertakings |
- |
- |
|
|
|
Social security and other taxes |
|
|
- |
- |
|
Other payables |
- |
|
- |
- |
|
Accruals and deferred Income |
|
|
- |
- |
|
Corporation tax liability |
- |
32 |
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
- |
- |
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Loans and borrowings |
Current loans and borrowings
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Bank borrowings |
|
|
|
|
Non-current loans and borrowings
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Bank borrowings |
|
|
- |
- |
Loan notes |
|
|
- |
- |
Preference shares |
|
|
- |
- |
|
|
- |
- |
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 accrued and rolled up in to loan note liability.
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.
The group has two facilities with Investec Plc totalling £9,000,000. Capital repayments are due every 6 months effective from 31 December 2021 with a bullet payment due in May 2027 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 bank borrowings and are amortised over the duration of the Investec Plc loan facilities. Bank borrowings are stated net of capitalised debt costs £218,000 (2023: £275,000)
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Provisions for liabilities |
Group
Onerous contracts |
|
At 1 July 2023 |
( |
Provisions used |
|
At 30 June 2024 |
- |
|
Onerous contract provision
In 2023 the group undertook a fixed price migration contract to Empower that became significantly more complex than originally envisaged and which as a consequence became loss making. This provision was subsequently released in 2024.
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. 000 |
£ 000 |
No. 000 |
£ 000 |
|
|
|
55 |
|
55 |
Commitments under operating leases |
Group
At 30 June 2024 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods.
The total of future minimum lease payments is as follows:
2024 |
2023 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
- |
|
|
Aplus Topco Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Analysis of changes in net debt |
Group
At 1 July 2023 |
Cash flows |
Other non-cash changes |
At 30 June 2024 |
|
Cash and cash equivalents |
||||
Cash |
819 |
63 |
- |
882 |
Borrowings |
||||
Preference Shares |
15,626 |
- |
1,875 |
17,501 |
Bank borrowings |
10,572 |
139 |
306 |
11,017 |
Loan Notes |
26,888 |
- |
3,226 |
30,114 |
53,086 |
139 |
5,407 |
58,632 |
|
|
||||
|
|
|
|
Other non-cash changes include accrued interest and amortisation of debt costs.
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.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. Remuneration of such personnel amounts to £Nil (2023 : £Nil).
Post balance sheet events |
In December 2024 the Investec loan facility was restated and a further £4m drawn under the facility.
In February 2025, the group disposed of its investment in ElementSuite Limited for initial consideration of approximately £10.3m. Following this, accrued loan note interest and preference share dividends of £8,341,000 and £1,902,000 respectively were paid.
Parent and ultimate parent undertaking |
The company and group is controlled by Limerston Capital on the basis that it holds a controlling interest in the voting rights of Aplus Topco Limited.
The largest and smallest group in which the results of the group are consolidated is that headed by this company, Aplus Topco Limited, a company incorporated in the United Kingdom. The consolidated financial statements are available to the public and may be obtained from Companies House.
The directors consider the ultimate controlling party to be Limerston Capital Partners I GP LLP.