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Registered number: 10242676












BLICK ROTHENBERG HOLDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

 

BLICK ROTHENBERG HOLDCO LIMITED

CONTENTS



Page
Company information
 
1
Directors' report
 
2 - 3
Directors' responsibilities statement
 
4
Group strategic report
 
5 - 6
Independent auditor's report
 
7 - 10
Consolidated profit and loss account
 
11
Consolidated balance sheet
 
12
Company balance sheet
 
13
Consolidated statement of changes in equity
 
14
Company statement of changes in equity
 
15
Consolidated statement of cash flows
 
16
Notes to the financial statements
 
17 - 29


 

BLICK ROTHENBERG HOLDCO LIMITED
 
COMPANY INFORMATION


Directors
J A Filley 
M Levy (appointed 24 August 2023)
J M Oakes (appointed 24 August 2023)
M Ramji (appointed 24 August 2023)




Registered number
10242676



Registered office
16 Great Queen Street
Covent Garden

London

WC2B 5AH




Independent auditor
Langard Lifford Hall Limited

Lifford Lane

Kings Norton

Birmingham

B30 3JN




Page 1

 

BLICK ROTHENBERG 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 £489,716 (2023 - loss £478,885).

Directors

The directors who served during the year were:

J A Filley 
M Levy (appointed 24 August 2023)
J M Oakes (appointed 24 August 2023)
M Ramji (appointed 24 August 2023)
M Pandya (resigned 31 August 2023)

Qualifying third party indemnity provisions

The directors have been covered by third party liability insurance throughout the period and a policy of insurance remains in force.

Matters covered in the Group Strategic Report

As permitted by Section 414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the director's report by Schedule 7 of the "Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008" in the strategic report.

Going Concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate.
In assessing the going concern position of the Group for the year ended 30 June 2024, the Directors have considered the Group’s cash flows, liquidity and business activities over the period to 30 June 2026.
In making their assessment of going concern, the Directors have considered the Company’s current and future prospects taking into consideration the current trading environment. The ongoing impact of the cost of living crisis within the UK has been considered and the impact of which is considered to be limited in terms of growth of revenue, profitability and liquidity.
The Group has a broad and diversified client base including corporate clients, with no concentration of risk in any one particular sector and historically low client churn. The Directors consider that the Group is well positioned for growth despite the challenging current economic environment. As a result of this, the base case scenario applied by the Directors in their assessment of going concern shows that the Group will have adequate resources to continue in operational existence for the period ending 30 June 2026.
For these reasons, the Directors continue to believe that it is appropriate to continue to adopt a going concern basis for the preparation of the financial statements.

Page 2

 

BLICK ROTHENBERG HOLDCO LIMITED

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

This report was approved by the board and signed on its behalf.
 





M Ramji
Director

Date: 20 March 2025

Page 3

 

BLICK ROTHENBERG HOLDCO LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

The directors are responsible for preparing the Group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations.

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

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

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

make judgments and accounting estimates that are reasonable and prudent;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 4

 

BLICK ROTHENBERG HOLDCO LIMITED
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

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

Principal activities
 
The principal activity of the Group is the provision of audit and other regulated services, operated through its subsidiary, Blick Rothenberg Audit LLP. 

Future outlook
 
The Group has performed well financially throughout the year and expects to continue to do so in the coming period ahead. Throughout the year ended June 2024 the Group continued to service its client’s needs, providing valuable services to corporate clients.
Blick Rothenberg and its parent group, Azets, will continue to invest in both its people and technology to provide high quality, high value services to clients.

Business review and financial key performance indicators
 
During the year to 30 June 2024 the Group recorded turnover of £30.1m, an increase of £7.9m from the prior year, which was in line with the directors' expectations. 
The directors monitor liquidity at least monthly by reviewing budgets. Working capital management is another key focus for management and lockup, a measure of the days of sales in debtors and activity in work in progress, is reviewed monthly. Many of the key performance indicators monitored also include the non-audit business reflected in the financial statements of Blick Rothenberg Limited.

Page 5

 

BLICK ROTHENBERG HOLDCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Principal risks and uncertainties
 
The following risks and uncertainties are managed within Blick Rothenberg Limited and relate to the business of the Group.
Retention of key staff
The Group aims to retain its available staff whilst also attracting new hires through graduate recruitment and strategic senior hires. Staff retention is actively managed through training, development and reward. Considerable senior management time is devoted to attracting new hires to help deliver growth and service new clients. One of the impacts of Covid-19 is an increase in the movement of people between roles and careers and this presents both a risk and opportunity for the firm which will be carefully monitored. Feedback is collected from colleagues at Blick Rothenberg through regular surveys and action plans are established by management.
Reputational risk
The directors place upmost emphasis on protecting the reputation of the business. Procedures are in place in relation to accepting new clients and engagements, review of professional standards in service delivery and compliance with relevant regulations including areas such as anti-money laundering and client money.
Financial risk
The Group has a broad and diversified client base and there is no significant concentration of credit risk. The Group’s clients are invoiced in sterling and most of the Group’s suppliers are based in the UK so there is no significant foreign currency exposure in the Group. Lockup and liquidity are monitored and closely managed.


This report was approved by the board and signed on its behalf.





M Ramji
Director

Date: 20 March 2025

Page 6

 

BLICK ROTHENBERG HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLICK ROTHENBERG HOLDCO LIMITED
 FOR THE YEAR ENDED 30 JUNE 2024

Opinion


We have audited the financial statements of Blick Rothenberg Holdco Limited (the 'parent Company') and its subsidiary (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated Profit and Loss Account, the Consolidated and Company Balance Sheet, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes 1 to 20, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 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's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 7

 

BLICK ROTHENBERG HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLICK ROTHENBERG HOLDCO LIMITED (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Other information


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


We have nothing to report in this regard.


Opinions on other matters prescribed by the Companies Act 2006
 

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


the information given in the group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the directors' report.


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


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


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 8

 

BLICK ROTHENBERG HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLICK ROTHENBERG HOLDCO LIMITED (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Company and industry, we identified that the principal risks of noncompliance with laws and regulations related to those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and ICAEW regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to management bias through judgements and assumptions in significant accounting estimates. Audit procedures performed included the following:

Discussion with, management and those charged with governance in relation to known or suspected instances of non-compliance with laws and regulation and fraud;
Evaluation and where relevant testing of the operating effectiveness of management's controls designed to prevent and detect fraud in financial reporting;
Review of minutes from board meetings; and
Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to amounts recoverable on long term contracts.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.


Page 9

 

BLICK ROTHENBERG HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLICK ROTHENBERG HOLDCO LIMITED (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Use of our report
 

This report is made solely to the Company's directors, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's directors 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 directors, as a body, for our audit work, for this report, or for the opinions we have formed.




David Hanby (Senior Statutory Auditor)
  
For and on behalf of Langard Lifford Hall Limited
 
Accountants & Statutory Auditor
  

Lifford Lane
Kings Norton
Birmingham
B30 3JN
 
Date: 
20 March 2025
Page 10

 

BLICK ROTHENBERG HOLDCO LIMITED
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

  

Turnover
 4 
30,140,562
22,227,797

Administrative expenses
  
(30,592,438)
(22,690,327)

Operating loss
 5 
(451,876)
(462,530)

Interest payable and similar expenses
  
-
(81)

Loss before tax
  
(451,876)
(462,611)

Tax on loss
 8 
(37,840)
(16,274)

Loss for the financial year
  
(489,716)
(478,885)

Loss for the year attributable to:
  

Owners of the parent
  
(489,716)
(478,885)

  
(489,716)
(478,885)

There are no items of other comprehensive income for 2024 or 2023 other than the loss for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

Page 11


 
REGISTERED NUMBER:10242676
BLICK ROTHENBERG HOLDCO LIMITED

CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 9 
1,264,687
1,806,697

  
1,264,687
1,806,697

Current assets
  

Debtors: amounts falling due within 1 year
 11 
10,999,100
10,143,922

Cash at bank and in hand
 12 
314,834
1,068,656

  
11,313,934
11,212,578

Creditors: amounts falling due within one year
 13 
(10,752,299)
(10,703,237)

Net current assets
  
 
 
561,635
 
 
509,341

Net assets
  
1,826,322
2,316,038


Capital and reserves
  

Called up share capital 
 14 
10
10

Share premium account
 15 
5,441,478
5,441,478

Profit and loss account
 15 
(3,615,166)
(3,125,450)

Total equity
  
1,826,322
2,316,038


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





M Ramji
Director

Date: 20 March 2025

Page 12


 
REGISTERED NUMBER:10242676
BLICK ROTHENBERG HOLDCO LIMITED

COMPANY BALANCE SHEET
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 10 
11,760,392
11,760,392

  
11,760,392
11,760,392

Current assets
  

Debtors: amounts falling due within one year
 11 
666,656
566,656

Cash at bank and in hand
 12 
5
5

  
666,661
566,661

Creditors: amounts falling due within one year
 13 
(6,526,321)
(6,478,615)

Net current liabilities
  
 
 
(5,859,660)
 
 
(5,911,954)

Total assets less current liabilities
  
5,900,732
5,848,438

Net assets
  
5,900,732
5,848,438


Capital and reserves
  

Called up share capital 
 14 
10
10

Share premium account
 15 
5,441,478
5,441,478

Profit and loss account
 15 
459,244
406,950

Total equity
  
5,900,732
5,848,438


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The profit after tax of the parent Company for the period was £69,068 (2022: £63,125).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




M Ramji
Director

Date: 20 March 2025

Page 13

 

BLICK ROTHENBERG HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


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

£
£
£
£


At 1 July 2022
10
5,441,478
(2,646,565)
2,794,923



Loss for the year
-
-
(478,885)
(478,885)



At 1 July 2023
10
5,441,478
(3,125,450)
2,316,038



Loss for the year
-
-
(489,716)
(489,716)


At 30 June 2024
10
5,441,478
(3,615,166)
1,826,322


The notes on pages 17 to 29 form part of these financial statements.

Page 14

 

BLICK ROTHENBERG HOLDCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


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

£
£
£
£


At 1 July 2022
10
5,441,478
343,825
5,785,313



Profit for the year
-
-
63,125
63,125



At 1 July 2023
10
5,441,478
406,950
5,848,438



Profit for the year
-
-
52,294
52,294


At 30 June 2024
10
5,441,478
459,244
5,900,732


The notes on pages 17 to 29 form part of these financial statements.

Page 15

 

BLICK ROTHENBERG HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(489,716)
(478,885)

Adjustments for:

Amortisation of intangible assets
542,010
542,010

Interest paid
-
81

Taxation charge
37,840
16,274

(Increase) in debtors
(855,178)
(1,224,291)

(Decrease)/increase in creditors
(830,899)
303,348

Corporation tax paid
(21,066)
(19,000)

Net cash absorbed by operating activities

(1,617,009)
(860,463)

Cash flows from investing activities

Amounts owed by groups
-
1,007,866

Net cash from investing activities

-
1,007,866

Cash flows from financing activities

Amount owed to group undertakings
863,187
642,978

Interest paid
-
(81)

Net cash used in financing activities
863,187
642,897

Net (decrease)/increase in cash and cash equivalents
(753,822)
790,300

Cash and cash equivalents at beginning of year
1,068,656
278,356

Cash and cash equivalents at the end of year
314,834
1,068,656


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
314,834
1,068,656

314,834
1,068,656


Page 16

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

Blick Rothenberg Holdco Limited is a private Company limited by shares incorporated in England and Wales. Its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH.
The financial statements are presented in Sterling (£).

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland ('FRS 102') and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Group's accounting policies (see note 3).
The Group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102:
 

 
2.2

Basis of consolidation

The Group financial statements consolidate the financial statements of Blick Rothenberg Holdco Limited and its subsidiary undertaking drawn up to 30 June each year. No profit and loss account is presented for Blick Rothenberg Holdco Limited as permitted by section 408 of the Companies Act 2006. 
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities. 
Blick Rothenberg Audit LLP has been included in the Group financial statements using the purchase method of accounting. Accordingly, the Group profit and loss account and statement of cash flows include the results and cash flows of Blick Rothenberg Audit LLP from its acquisition on 1 November 2016. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.
In the parent Company financial statements investments in subsidiaries are accounted for at cost less impairment. 

Page 17

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate.
In assessing the going concern position of the Group for the year ended 30 June 2024, the Directors have considered the Group’s cash flows, liquidity and business activities over the period to 30 June 2026.
In making their assessment of going concern, the Directors have considered the Company’s current and future prospects taking into consideration the current trading environment. The ongoing impact of the cost of living crisis within the UK has been considered and the impact of which is considered to be limited in terms of growth of revenue, profitability and liquidity.
The Group has a broad and diversified client base including corporate clients, with no concentration of risk in any one particular sector and historically low client churn. The Directors consider that the Group is well positioned for growth despite the challenging current economic environment. As a result of this, the base case scenario applied by the Directors in their assessment of going concern shows that the Group will have adequate resources to continue in operational existence for the period ending 30 June 2026.
For these reasons, the Directors continue to believe that it is appropriate to continue to adopt a going concern basis for the preparation of the financial statements.

  
2.4

Financial Instruments

The Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument.
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 deducting all of its liabilities.
The Company’s policies for its major classes of financial assets and financial liabilities are set out below. 
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances and balances with fellow Group entities are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
 
Page 18

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


Financial liabilities
Basic financial liabilities, including trade and other creditors and balances with fellow Group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
 

Page 19

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.5

Revenue

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.

  
2.6

Unbilled receivables and work in progress

Work in progress (“WIP”) is worked performed, and not yet billed. The carrying value includes outlays incurred on behalf of clients and an appropriate portion of directly attributable costs and overheads on incomplete assignments. Revenue not billed to clients is included in work in progress. Payments on account in excess of the relevant amount of revenue are included in accruals and deferred income.

 
2.7

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated profit and loss account over its useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 20

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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.

  
2.10

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 
2.11

Foreign currency translation

Functional and presentation currency

The Group and Company's functional and presentational currency is Sterling (£).

Transactions and balances

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

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

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 the profit and loss account.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within  'administrative expenses'.

 
2.12

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 21

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.13

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the period.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Group operates and generates income.
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the 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; 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 balance sheet date.
 


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described in note 2.1, the following judgements and key estimates have been made by the Directors:
Revenue recognition 

Revenue on client assignments is recognised over time. This requires management to determine the measurement method that best depicts the Group's performance in transferring services to its clients. Management has concluded that the input method of measuring progress is appropriate based on the time and external costs incurred to date as a percentage of total expected time and external costs.

This requires an estimate to be made of the stage of completion of those assignments. Management estimates the remaining time and external costs to be incurred in completing the assignments and the client's willingness and ability to pay for the services provided. A different assessment of the outturn on an assignment may result in a different value being determined for revenue and a different carrying value being determined for unbilled revenue for client work. Work in progress as at 30 June 2024 was £2,753,425, given that this has not yet been agreed with the clients, there remains a risk that elements of this balance are not billable and so will not be recovered in cash.

Page 22

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

4.


Turnover

The LLP's turnover is derived from its principal activity. Turnover principally arises in the United Kingdom.


5.


Operating loss

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

2024
2023
£
£

Amortisation of intangible assets, including goodwill
542,010
542,010

Exchange differences
(4,188)
(2,219)


6.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
17,250
20,520


7.


Employees, directors' remuneration and key management personnel

The Group and Company have no employees other than the directors, who did not receive any remuneration. Accordingly, no key management personnel were remunerated.
The average monthly number of employees, including directors, during the year was 0 (2022 - 0).





Page 23

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

8.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
37,840
16,274

Total current tax
37,840
16,274

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
37,840
16,274

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 20.5%) as set out below:

2024
2023
£
£


Loss on ordinary activities before tax
(451,876)
(462,611)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.5%)
(112,969)
(94,835)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
135,503
111,109

Adjustments to tax charge in respect of prior periods
17,704
-

Marginal relief
(2,398)
-

Total tax charge for the year
37,840
16,274


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

9.


Intangible assets

Group





Goodwill

£



Cost


At 1 July 2023
5,420,097



At 30 June 2024

5,420,097



Amortisation


At 1 July 2023
3,613,400


Charge for the year on owned assets
542,010



At 30 June 2024

4,155,410



Net book value



At 30 June 2024
1,264,687



At 30 June 2023
1,806,697



Page 25

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

10.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 July 2023
11,760,392



At 30 June 2024
11,760,392





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Blick Rothenberg Audit LLP
16 Great Queen Street, Covent Garden, WC2B 5AH
Auditing services
Members' interests
100%

The aggregate of the share capital and reserves as at 30 June 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of capital and reserves
Profit/(Loss)

Blick Rothenberg Audit LLP
7,106,952
100,000

Page 26

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

11.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
8,162,159
6,598,045
-
-

Amounts owed by Group undertakings
-
-
666,656
566,656

Other debtors
83,516
50,733
-
-

Work in progress
2,753,425
3,495,144
-
-

10,999,100
10,143,922
666,656
566,656



12.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
314,834
1,068,656
5
5



13.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
584,092
411,999
-
7,200

Amounts owed to Group undertakings
7,947,906
7,084,719
6,518,401
6,463,495

Corporation tax
33,048
16,274
-
-

Accruals and deferred income
2,187,253
3,190,245
7,920
7,920

10,752,299
10,703,237
6,526,321
6,478,615


The amounts owed to Group undertakings are interest-free, unsecured and repayable on demand. 


14.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



490 (2023 - 490) A ordinary shares of £0.01 each
5
5
510 (2023 - 510) B ordinary shares of £0.01 each
5
5

10

10


Page 27

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

15.


Reserves

Share premium account

Share premium represents the excess of proceeds received over the nominal value of new shares issued.
 
Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


16.


Commitments under operating leases

The Company had no commitments under non-cancellable operating leases at the balance sheet date.


17.


Related party transactions

The Company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the Group.  
During the year, costs of £27,739,423 (2023: £21,521,337) were recharged by an associated Group entity and at the year-end £1,443,553 (2023: £618,498) was owed to Blick Rothenberg Limited, which is unsecured, bears no interest and is repayable on demand.
During the year, costs of £38,132 (2023: £5,481) were recharged by an associated Group entity and at the year-end £182,718 (2023: £144,586) was owed to Blick Rothenberg Limited, which is unsecured, bears no interest and is repayable on demand.
During the year, costs of £0 (2023: £0) were recharged to an associated Group entity and at the year-end £6,318,909 (2023: £6,318,909) was owed to Azets BR Bidco Limited, which is unsecured, bears no interest and is repayable on demand.

18.


Post balance sheet events

Subsequent to the year-end, an associated group entity, Blick Rothenberg Limited, has exchanged contracts to acquire the trade and assets of Greenback Alan LLP, with completion expected on 31st March 2025. This transaction will be reflected in the financial statements for the year ending 30th June 2025.

Page 28

 

BLICK ROTHENBERG HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

19.


Controlling party

There is no controlling party.
20.


Analysis of net debt




At 1 July 2023
Cash flows
At 30 June 2024
£

£

£

Cash at bank and in hand

1,068,656

(753,822)

314,834

Debt due within 1 year

(7,084,719)

(863,187)

(7,947,906)


(6,016,063)
(1,617,009)
(7,633,072)

 
Page 29