Caseware UK (AP4) 2024.0.164 2024.0.164 2024-03-312025-05-232025-05-232024-03-312025-05-23falsetruetruetrue2023-04-01false01true 09000477 2023-04-01 2024-03-31 09000477 2022-04-01 2023-03-31 09000477 2024-03-31 09000477 2023-03-31 09000477 2022-04-01 09000477 c:Exceptional 2023-04-01 2024-03-31 09000477 c:Exceptional 2022-04-01 2023-03-31 09000477 d:Director4 2023-04-01 2024-03-31 09000477 d:Director4 2024-03-31 09000477 d:Director5 2023-04-01 2024-03-31 09000477 d:Director5 2024-03-31 09000477 d:Director6 2023-04-01 2024-03-31 09000477 d:Director6 2024-03-31 09000477 d:Director7 2023-04-01 2024-03-31 09000477 d:Director7 2024-03-31 09000477 d:Director8 2023-04-01 2024-03-31 09000477 d:Director8 2024-03-31 09000477 d:Director9 2023-04-01 2024-03-31 09000477 d:Director9 2024-03-31 09000477 d:RegisteredOffice 2023-04-01 2024-03-31 09000477 c:CurrentFinancialInstruments 2024-03-31 09000477 c:CurrentFinancialInstruments 2023-03-31 09000477 c:CurrentFinancialInstruments c:WithinOneYear 2024-03-31 09000477 c:CurrentFinancialInstruments c:WithinOneYear 2023-03-31 09000477 c:ShareCapital 2024-03-31 09000477 c:ShareCapital 2023-03-31 09000477 c:ShareCapital 2022-04-01 09000477 c:SharePremium 2023-04-01 2024-03-31 09000477 c:SharePremium 2024-03-31 09000477 c:SharePremium 2023-03-31 09000477 c:SharePremium 2022-04-01 09000477 c:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 09000477 c:RetainedEarningsAccumulatedLosses 2024-03-31 09000477 c:RetainedEarningsAccumulatedLosses 2022-04-01 2023-03-31 09000477 c:RetainedEarningsAccumulatedLosses 2023-03-31 09000477 c:RetainedEarningsAccumulatedLosses 2022-04-01 09000477 c:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2024-03-31 09000477 c:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-03-31 09000477 c:FinancialLiabilitiesFairValueThroughProfitOrLoss c:ListedExchangeTraded 2024-03-31 09000477 c:FinancialLiabilitiesFairValueThroughProfitOrLoss c:ListedExchangeTraded 2023-03-31 09000477 d:OrdinaryShareClass1 2023-04-01 2024-03-31 09000477 d:OrdinaryShareClass1 2024-03-31 09000477 d:OrdinaryShareClass1 2023-03-31 09000477 d:OrdinaryShareClass2 2023-04-01 2024-03-31 09000477 d:OrdinaryShareClass2 2024-03-31 09000477 d:OrdinaryShareClass2 2023-03-31 09000477 d:OrdinaryShareClass3 2023-04-01 2024-03-31 09000477 d:OrdinaryShareClass3 2024-03-31 09000477 d:OrdinaryShareClass3 2023-03-31 09000477 d:FRS102 2023-04-01 2024-03-31 09000477 d:Audited 2023-04-01 2024-03-31 09000477 d:FullAccounts 2023-04-01 2024-03-31 09000477 d:PrivateLimitedCompanyLtd 2023-04-01 2024-03-31 09000477 2 2023-04-01 2024-03-31 09000477 4 2023-04-01 2024-03-31 09000477 6 2023-04-01 2024-03-31 09000477 e:PoundSterling 2023-04-01 2024-03-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 09000477










AGILITAS IT HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
AGILITAS IT HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
C De Gioia (resigned 2 August 2024)
J Hayes-Warren (resigned 11 June 2024)
M R G Dixon (appointed 11 June 2024)
C S Pape (appointed 10 December 2024, resigned 10 January 2025)
K Walker (appointed 10 January 2025)
S Wilkes (appointed 10 January 2025)




Registered number
09000477



Registered office
Solutions House
6 Glaisdale Parkway

Nottingham

NG8 4GP




Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

2 Lace Market Square

Nottingham

NG1 1PB





 
AGILITAS IT HOLDINGS LIMITED
 

CONTENTS



Page
Strategic report
2 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditors' report
7 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 22


 
AGILITAS IT HOLDINGS LIMITED
 
Page 1

 
AGILITAS IT HOLDINGS LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present the Strategic Report for the year ended 31 March 2024
 
Fair review of the business
We aim to present a balanced view of the performance of our business during the year and its position at 31 March 2024. Our review is consistent with the size and nature of our business and is written in the context of the risks and uncertainties we face.
History 
On 27 November 2020, Agilitas Topco Limited, the company's ultimate parent company, acquired control of Agilitas IT Holdings Limited and its trading subsidiary.
The Agilitas group of companies (or “the group”) has an established position delivering IT solutions across workspace, server, storage and networking technologies.
Trading and the future
The company did not trade externally during the current or prior year as it acts as a management and intermediary holding company.
The only items affecting profit or loss before taxation are interest receivable and payable on group loans, management fees receivable from group companies and professional and audit fees.
The company will continue to operate as a management and intermediary holding company in the future.
There are no specific KPIs for the company. KPIs are set on a group basis details of which can be found in the consolidated financial statements of the company's ultimate parent company, Agilitas Topco Limited, which are available from Companies House.
See Note 3 to the financial statements in respect of commentary regarding the director's assessment of the carrying value of fixed asset investments. 

Going Concern
 
We have received confirmation of the continued support from the Company’s immediate parent, Agilitas Bidco Limited, to enable the Company to continue trading and pay all of its liabilities as they fall due for a period of at least twelve months from the date of signing the financial statements for the year ended 31 March 2024.
As part of our assessment of going concern, we have considered a period in excess of 12 months from the date of approval of the financial statements and have determined that the going concern basis of preparing the financial statements is appropriate.
The financial statements for the year ending 31 March 2024 have been prepared on the basis that the Company will continue as a going concern - see note 2.4. 
In January 2022, the Company’s subsidiary undertaking, Agilitas IT Solutions Limited (AITSL) received notice from its largest customer regarding the termination of certain statements of work on 31 March 2022. Since that date, and in the subsequent years that have followed, revenues have further contracted, resulting in AITSL reporting losses and experiencing negative cashflows. 
Over the past three years, the directors have been working on a number of strategies to reposition the business for growth but this has been in the face of significant challenges. These challenges have continued during the year to 31 March 2025, and a further decline in the business has been experienced. However, during the early part of 2025, AITSL has started to achieve revised revenue forecasts, and is fully focussed on its customers, service levels, operations and employees. 
The financial forecast anticipates that revenues will grow during the year to 31 March 2026, and a return to a positive EBITDA will be experienced. 

 
Page 2

 
AGILITAS IT HOLDINGS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

As part of their assessment of going concern, the directors have considered a period in excess of 12 months from the date of approval of the financial statements and the directors believe that the Company will continue as a going concern should the expected turnover and EBITDA levels of AITSL be achieved, with the senior lenders and investors continuing to be supportive throughout this period. Given this, the directors have determined that the going concern basis of preparing the financial statements is appropriate.

Principal risks and uncertainties
 
The company’s performance is reliant on the continuing trading operations of its subsidiary, the risks of which are carefully managed within this business.
Details of these risks are detailed in the Agilitas Topco Limited consolidated financial statements.


On behalf of the board.



................................................
S Wilkes
Director

Date: 23 May 2025

Page 3

 
AGILITAS IT HOLDINGS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Principal activity

The principal activity of the Company continued to be that of a holding company.

Results and dividends

The loss for the year, after taxation, amounted to £6,406k (2023 - loss of £452k).

Dividends of £Nil (2023 - £Nil) were paid during the year. The directors do not recommend payment for a final dividend.

Directors

The directors who served during the year were:

C De Gioia (resigned 2 August 2024)
J Hayes-Warren (resigned 11 June 2024)

Qualifying third party indemnity provisions
The Company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Future developments

Future developments are included in the Strategic report.

Financial instruments

Details of the financial risk management objectives, policies and exposure to specific risks have been set out in the Principal risks and uncertainties section of the Strategic report.

Disclosure of information to auditors

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

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

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsPKF Smith Cooper Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4

 
AGILITAS IT HOLDINGS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

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





................................................
S Wilkes
Director

Date: 23 May 2025

Page 5

 
AGILITAS IT HOLDINGS LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

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

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

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

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

make judgments and accounting estimates that are reasonable and prudent;


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

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

Page 6

 
AGILITAS IT HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS IT HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Agilitas IT Holdings Limited (the 'Company') for the year ended 31 March 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 March 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Emphasis of matter


We draw attention to note 3 of the financial statements, which describes the basis on which an impairment has been considered necessary in respect of the Company's investment in its wholly owned subsidiary undertaking, Agilitas IT Solutions Limited. Our opinion is not modified in respect of this matter. 


Material uncertainty related to going concern


We draw attention to note 2.4 of the financial statements, which indicates that the Company’s subsidiary undertaking has continued to experience a contraction of revenue and has reported losses over the past two years and subsequent to the year-end. As stated in note 2.4, these events or conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. 


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. 


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


Page 7

 
AGILITAS IT HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS IT HOLDINGS LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


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


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


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 8

 
AGILITAS IT HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS IT HOLDINGS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


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

Based on our understanding of the Company and industry, we identify the key laws and regulations affecting the Company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to:
• management bias in respect of accounting estimates and judgements made;
• management override of control;
• posting of unusual journals or transactions.
We focussed on those areas that could give rise to a material misstatement in the Company financial statements. Our procedures included, but were not limited to:
• enquiry of management and those charged with governance around actual and potential litigation and    claims, including instances of non-compliance with laws and regulations and fraud.
• reviewing minutes of meetings of those charged with governance where available.
• reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations   and fraud.
• reviewing financial statement disclosures and testing to supporting documentation to assess compliance   with applicable laws and regulations;
• performing audit work over the risk of management override of controls, including testing of journal    entries and other adjustments for appropriateness, evaluating the business rationale of significant    transactions  outside the normal course of business and reviewing accounting estimates for bias. In    particular, assumptions used within the investment impairment review.
It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for theprevention and detection of fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 9

 
AGILITAS IT HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS IT HOLDINGS LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Sarah Flear (Senior statutory auditor)
for and on behalf of
PKF Smith Cooper Audit Limited
Statutory Auditors
2 Lace Market Square
Nottingham
NG1 1PB

23 May 2025
Page 10

 
AGILITAS IT HOLDINGS LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£000
£000

  

Administrative expenses
  
1
(4)

Exceptional administrative expenses
 6 
(6,077)
-

Operating loss
  
(6,076)
(4)

Interest receivable and similar income
 7 
160
160

Interest payable and similar expenses
 8 
(490)
(608)

Loss before tax
  
(6,406)
(452)

Loss for the financial year
  
(6,406)
(452)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

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

Page 11

 
AGILITAS IT HOLDINGS LIMITED
REGISTERED NUMBER: 09000477

BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£000
£000

Fixed assets
  

Investments
 10 
-
6,077

  
-
6,077

Current assets
  

Debtors: amounts falling due within one year
 11 
3,725
3,565

Cash at bank and in hand
 12 
2
13

  
3,727
3,578

Creditors: amounts falling due within one year
 13 
(8,717)
(8,239)

Net current liabilities
  
 
 
(4,990)
 
 
(4,661)

Total assets less current liabilities
  
(4,990)
1,416


Capital and reserves
  

Called up share capital 
 15 
2
2

Share premium account
 16 
1,048
1,048

Profit and loss account
 16 
(6,040)
366

  
(4,990)
1,416


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




................................................
S Wilkes
Director

Date: 23 May 2025

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

Page 12

 
AGILITAS IT HOLDINGS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


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

£000
£000
£000
£000


At 1 April 2022
2
1,048
818
1,868



Loss for the year
-
-
(452)
(452)



At 1 April 2023
2
1,048
366
1,416



Loss for the year
-
-
(6,406)
(6,406)


At 31 March 2024
2
1,048
(6,040)
(4,990)


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

Page 13

 
AGILITAS IT HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Agilitas IT Holdings Limited is a private company limited by shares, incorporated in England, United Kingdom. The company registration number and address of the registered office are given in the Company Information page of these financial statements.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The 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 Company's accounting policies (see note 3).

The financial statements have been prepared in Sterling which is the functional currency of the Company and are rounded to the nearest £'000.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); and
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Agilitas Topco Limited as at 31 March 2024 and these financial statements may be obtained from Solutions House, 6 Glaisdale Parkway, Nottingham, NG8 4GP.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 14

 
AGILITAS IT HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.4

Going concern

In January 2022, the Company’s subsidiary undertaking, Agilitas IT Solutions Limited (AITSL) received notice from its largest customer regarding the termination of certain statements of work on 31 March 2022. Since that date, and in the subsequent years that have followed, revenues have further contracted, resulting in AITSL reporting losses and experiencing negative cashflows. 
In the year to 31 March 2024, the reported loss is after taking into account numerous exceptional costs, which are reflective of AITSL being geared to supply a larger customer base, which has not come to fruition. Therefore, asset impairments and numerous other costs have ensued, as part of a restructuring of operations. 
Over the past three years, the directors of AITSL have been working on a number of strategies to reposition the business for growth but this has been in the face of significant challenges. These challenges have continued during the year to 31 March 2025, and a further decline in the business has been experienced. However, during the early part of 2025, AITSL has started to achieve revised revenue forecasts, and is fully focussed on its customers, service levels, operations and employees.
 
Clearly, the contraction in revenue and the losses experienced as a result, have had a detrimental effect on cash flow of the business. Over the past year, AITSL has continued to work constructively with its investors and senior lenders who remain supportive of the wider Group and its plans. A package of funding to support and enable the business to deliver its plans has been agreed. 
However, any certainty of funding being in place for the foreseeable future, is dependent, amongst other factors, on AITSL delivering on those forecasts. Those forecasts report an increase in revenue during the year to 31 March 2026 and a positive EBITDA position. Revenue and EBITDA within these forecasts are based on committed contracts plus a degree of estimation in respect of the sales pipeline, which may or may not be converted to new customer contracts.
As part of their assessment of going concern, the directors have considered a period in excess of 12 months from the date of approval of the financial statements and the directors believe that the Company will continue as a going concern should the expected turnover and EBITDA levels be achieved, with the senior lenders and investors continuing to be supportive throughout this period. Given this, the directors have determined that the going concern basis of preparing the financial statements is appropriate. 

Page 15

 
AGILITAS IT HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

  
2.5

Impairment of non-financial assets

At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset’s cash generating unit) may be impaired. If there is such an indication, the recoverable amount of the asset (or asset’s cash generating unit) is compared to the carrying amount of the asset (or asset’s cash generating unit).
The recoverable amount of the asset (or asset’s cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset’s (or asset’s cash generating unit's) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk–free rate and the risks inherent in the asset.
If the recoverable amount of the asset (or asset’s cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the Statement of comprehensive income, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.
If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset’s cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the Statement of comprehensive income.

 
2.6

Exceptional items

Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the company. They are items that are material either because of their size or their nature, and are considered non-recurring. These items are presented within the line items to which they best relate and reported separately as exceptional items.

 
2.7

Interest income

Interest income is recognised in the Statement of comprehensive income using the effective interest method.

 
2.8

Finance costs

Borrowing costs are recognised in the Statement of comprehensive income in the period in which they are incurred.

 
2.9

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less impairment.

Page 16

 
AGILITAS IT HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.11

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.

 
2.12

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.

 
2.13

Creditors

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

 
2.14

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition offinancial assets and liabilities such as other debtors, amounts owed from group undertakings, othercreditors, and amounts owed to group undertakings.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and
the amounts reported for revenues and expenses during the year. However, the nature of estimation
means that actual outcomes could differ from those estimates.
Fixed asset investments
Fixed asset investments are assessed at each balance sheet date for any indication of impairment. The fixed investment represents the Company’s purchase consideration of its wholly owned subsidiary undertaking, Agilitas IT Solutions Limited (AITSL). Where an indication of impairment is identified, the recoverable value requires estimation. This requires estimation of the future cash flows of AITSL and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
 
During the year to 31 March 2024, AITSL has experienced losses and negative cashflows, due to, but not limited to a number of challenges and restructuring of operations in the face of a significant contraction of revenue. Whilst there has been an improved performance in the year ended 31 March 2025, in respect of EBITDA, revenue has suffered further contraction and overall losses are reported subsequent to the year-end. 
In assessing the carrying value of the investment, the Directors have paid due regard to the recent trading performance of AITSL and forecast information. Specifically, the Directors have considered the extent to which forecast information can be adequately supported, given the prevailing conditions, to support the carrying value of the investment in full, or in part. 
The Directors have determined that as at 31 March 2024, there was insufficient evidence to determine any value other than £nil in respect of the carrying value of the investment. As a result, a full impairment has been made.

Page 17

 
AGILITAS IT HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Auditors' remuneration

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


2024
2023
£000
£000

Fees payable to the Company's auditors for the audit of the Company's financial statements
5
4

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


5.


Directors' remuneration



Directors received remuneration in their capacity as directors of the Company and other group companies, this remuneration was paid through another group company.


6.


Exceptional items

2024
2023
£000
£000


Impairment of investment
6,077
-


7.


Interest receivable

2024
2023
£000
£000


Interest receivable from group undertakings
160
160


8.


Interest payable and similar expenses

2024
2023
£000
£000


Interest payable to group undertakings
490
608

Page 18

 
AGILITAS IT HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

9.


Taxation


2024
2023
£000
£000



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 - 19%). The differences are explained below:

2024
2023
£000
£000


Loss on ordinary activities before tax
(6,406)
(452)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(1,602)
(86)

Effects of:


Expenses not deductible for tax purposes
1,522
-

Remeasurement of deferred tax for changes in tax rates
-
(27)

Movement in deferred tax not recognised
80
113

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
AGILITAS IT HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Fixed asset investments





Investments in subsidiary companies

£000



Cost 


At 1 April 2023
6,077



At 31 March 2024

6,077



Impairment


Charge for the period
6,077



At 31 March 2024

6,077



Net book value



At 31 March 2024
-



At 31 March 2023
6,077


11.


Debtors

2024
2023
£000
£000


Amounts owed by group undertakings
3,725
3,565


Amounts owed by group undertakings includes a loan balance of £2,085k (2023 - £1,925k) to Agilitas IT Solutions Limited. The loan incurs interest at 10%, is unsecured, has no fixed repayment date and is repayable on demand.  


12.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
2
13


Page 20

 
AGILITAS IT HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Trade creditors
-
16

Amounts owed to group undertakings
8,708
8,215

Accruals and deferred income
9
8

8,717
8,239


Amounts owed to group undertakings includes a loan balance of £7,996k (2023 - £7,506k) from Agilitas Bidco Limited. The loan incurs interest at 10%, is unsecured, has no fixed repayment date and is repayable on demand. 


14.


Financial instruments

2024
2023
£000
£000

Financial assets


Financial assets measured at amortised cost
3,725
3,565


Financial Liabilities


Financial liabilities measured at amortised cost
(8,708)
(8,215)


Financial assets measured at amortised cost comprise amounts owed by group undertakings and other debtors.


Financial liabilities measured at amortised cost comprise amounts owed to group undertakings and other creditors. 


15.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



1,500 (2023 - 1,500) Ordinary shares of £1.00 each
2
2
238 (2023 - 238) A Ordinary shares of £0.85 each
-
-
291 (2023 - 291) B Ordinary shares of £0.05 each
-
-

2

2


Page 21

 
AGILITAS IT HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

16.


Reserves

Share premium account

The share premium account contains the premium arising on the issue of equity shares net of issue expenses.

Profit and loss account

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


17.


Related party transactions

The Company has taken advantage of the exemption under FRS102 Section 33.1A Related Party Disclosures from disclosing transactions with other wholly owned members of the group. 


18.Guarantees

A debenture and cross guarantee was granted to the company and its immediate parent by Barclays Bank PLC on 10 June 2020 which is secured by way of a fixed and floating charge over the assets of the companies. 
On 27 November 2020, the company and other group companies entered into an accession deed with Kroll Trustee Services Limited who are acting in their capacity as agent and trustee. 


19.


Controlling party

The immediate parent undertaking is Agilitas Bidco Limited, a company incorporated in England, United Kingdom.
There is no ultimate controlling party of the Company.
PW Antelope UK Limited is the most senior parent company into which these financial statements are consolidated. Copies of these financial statements may be obtained from 26 St. James's Square, London, England, SW1Y 4JH.

Page 22