|
Registered number:
FOR THE YEAR ENDED 31 MARCH 2024
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
COMPANY INFORMATION
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
CONTENTS
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present the Strategic Report for the year ended 31 March 2024.
The financial year ended 31 March 2024 was a year of stabilisation after the year ended 31 March 2023 during which the Company received notice from its largest customer regarding the termination of certain statements of work. During the year ended 31 March 2024 revenues contracted to £13,039k (2023: £17,713k). Throughout the period the Company focused on its customers, service levels and employees and the directors believe that the fundamentals to grow the business are now firmly in place.
Increasing interest rates and inflationary pressures continued to impact on the business as they have for many businesses across the UK and EU. As a result, on 20 December 2024, the company's indirect parent, Agilitas Midco Limited, entered into a facility amendment agreement with its lenders that resets financial covenants based on the group's financial forecast that predicts that the business' operations will return to a positive EBITDA in the year ending 31 March 2026. The group has also been working constructively with its investors and, as part of the facility amendment, new funding has been provided to the group to provide sufficient liquidity and headroom for the business to deliver its plans. We expect activity levels to continue to be in transition as we widen our customer base through the year ending 31 March 2026 which will leave the Company well positioned to deliver growth thereafter.
Competitive pressures in the market produce risks for both our customers and the Company. The Company manages these risks by constantly reviewing market conditions, cost areas and by ensuring rapid responses to any changes in market and customer needs. Credit risk and cash flow risk are regularly monitored by reference to aged debts and weekly cash flow forecasts, respectively.
The Company has sales and purchases in Europe and the US and is therefore exposed to currency risk. This is negated by having currency bank accounts so sales and purchases can be made in local currency offsetting any risk. Any excess currency can be held and sold when the rate is favourable or forward contracts are placed where appropriate. The potential risk of reliance on a handful of key customers is being addressed by broadening our customer base. Client relationship management is critical to ensuring proper delivery of services, the renewal of contracts and mitigation of the impact of early termination. We actively manage customer and contract churn and continue to develop our customer offering and service delivery, with a particular focus on securing new customer relationships. The Company manages commercial and operational risks by ensuring appropriate operational policies are implemented and adopted. All new contracts are subject to legal, commercial, operational and financial sign off appropriate to their scale and complexity.
Page 1
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The Company's key financial and other performance indicators, as used by management in reviewing the performance of the business, are as follows:
Note: EBITDA excludes the loss on disposal of tangible fixed assets.
We recognise that continual improvement could not be delivered without a market leading team of people. Our colleagues are the key to our success, and consequently, we constantly strive to improve the working environment in which our colleagues operate. During the year we have prioritised and focused on employee engagement and retention with a broad range of actions and our people strategy is a key parameter of our future growth.
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 2.3. In January 2022, the Company 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 contracted, resulting in the Company reporting losses and experiencing negative cashflows. Over these 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, the Company has started to achieve revised revenue forecasts, and is fully focussed on its customers, service levels, operations and employees. The Company's financial forecast anticipates that revenues will grow during the year to 31 March 2026, and a return to a profitable EBITDA will be experienced. 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 2
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Future developments
The Company continues to grow its pipeline of sales opportunities extending into 2025 and beyond. The success of the Company depends upon its strategic direction focused around being 'easy to do business with' for its customers and partners. Underpinning this is a strategic and targeted marketing plan focused on creating demand and awareness across Agilitas' target markets. With the maintenance services sales cycle taking anywhere between 3 to 18 months to bear fruit, it is important that all touch points with relevant audiences are continually looking to build trust and reassurance during the buyers' journey.
This report was approved by the board and signed on its behalf.
Page 3
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS 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.
The loss for the year, after taxation, amounted to £8,774k (2023 - loss £1,186k).
Dividends of £Nil (2023 - £Nil) were paid during the year. No dividends were recommended.
The directors who served during the year were:
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.
The Company continues to use its in-house development expertise to ensure that its systems are maintained and enhanced in line with the competitive market, remaining at the forefront of delivering a global service & logistical solution.
Where it is beneficial, the Company integrates with key suppliers and customers for seamless transactional activities.
The Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Company's Strategic Report information required in Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008. Certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report. These matters relate to the business review, principal risks and uncertainties and future developments.
Page 4
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
As at 31 March 2024, the Company was party to a contract with a supplier to secure multi-year services to align with multi-year contracts the Company had with its customers. After the year end, a new agreement was made with the supplier, which novated the original contract. See note 27 for more detail.
The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 5
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS 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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 6
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS IT SOLUTIONS LIMITED
We have audited the financial statements of Agilitas IT Solutions 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 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).
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.
We draw attention to note 2.3 of the financial statements, which indicates that the Company 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 2.3, these events or conditions, along with the other matters as set forth in note 2.3, 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.
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 Report. 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. 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.
Page 7
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS IT SOLUTIONS LIMITED (CONTINUED)
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.
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.
Page 8
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS IT SOLUTIONS LIMITED (CONTINUED)
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, amortisation of goodwill, amortisation of other intangible assets, and depreciation of tangible fixed assets. 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 the prevention 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 SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS IT SOLUTIONS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Statutory Auditors
2 Lace Market Square
NG1 1PB
21 May 2025
Page 10
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
Page 11
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
REGISTERED NUMBER: 02504382
BALANCE SHEET
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 31 form part of these financial statements.
Page 12
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
Page 13
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Agilitas IT Solutions Limited is a private company limited by shares incorporated in England, United Kingdom. The address of the registered office is given in the company information page of these financial statements. The nature of the Company's operations and principal activity is the provision of digital economy inventory, technical support and training services to digital channel clients, international clients and intermediaries.
2.Accounting policies
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 financial statements have been prepared in Sterling which is the functional currency of the Company and are rounded to the nearest £'000.
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 significant accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied to all years presented unless otherwise stated.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 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.
Page 14
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
In January 2022, the Company 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 the Company 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 the Company being geared to supply a larger customer base, which has not yet 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 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, the Company 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 the cash flow of the business. Over the past year, the Company has continued to work constructively with its investors and senior lenders who remain supportive of the Company 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 the Company 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 SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Page 16
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Page 17
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Goodwill and business combinations
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the Company's interest in the identifiable net assets, liabilities and contingent liabilities acquired. On acquisition, goodwill is allocated to cash-generating units ('CGU's') that are expected to benefit from the combination. Goodwill is amortised over its expected useful life which is estimated to be twenty years on a straight-line basis to the Statement of comprehensive income. Goodwill is assessed for impairment when there are indicators of impairment, and any impairment is charged to the Statement of comprehensive income. No reversals of impairment are recognised.
Other intangible assets - Software development costs
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.
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 may be impaired. If there is such indication the recoverable amount of the asset is compared to the carrying amount of the asset.
The recoverable amount of the asset 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 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 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 the Statement of comprehensive income. If an impairment loss is subsequently reversed, the carrying amount of the asset 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 amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the Statement of comprehensive income.
Page 18
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
Page 19
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition offinancial assets and liabilities like trade and other debtors and creditors, loans from banks and otherthird parties, loans to related parties and investments in ordinary shares.
Functional and presentation currency
Transactions and balances
Page 20
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Amortisation and impairment of goodwill Goodwill is considered to have a finite life and is amortised on a systematic basis over its expected useful life of 20 years. Goodwill is assessed at each balance sheet date for any indication of impairment. Where an indication of impairment is identified, the estimation of the recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows. No reversals of impairment are recognised. During the year to 31 March 2024, the Company has experienced negative cashflows and EBITDA, but on the basis that an improved operational performance is forecast for the year to 31 March 2026, the directors do not consider the goodwill to be impaired. Further, the goodwill has been amortised to such a level over the 14 years, that a return to only modest levels of profitability are required to support the carrying value. Amortisation and impairment of other intangible assets Amortisation is recognised so as to write off the cost or valuation of the software and development costs over their expected useful life of 5 years. Intangible assets are assessed at each balance sheet date for any indication of impairment. Where an indication of impairment is identified, the recoverable amount of the asset is compared to the carrying amount of the asset. If the recoverable amount of the asset is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. If an impairment loss is subsequently reversed, the carrying amount of the asset 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 amortisation) had no impairment loss been recognised in prior periods. Depreciation of tangible fixed assets Depreciation is allocated to assets on a systematic basis over their estimated useful life of 5 years. Specifically, the assessment of the useful economic lives of critical spares requires judgement. Depreciation is charged to the Statement of comprehensive income based on the useful economic life of five years, for all items of critical spares. Critical spares include both items purchased by the Company and those that have been returned to the Company under supply agreements and successfully repaired. This requires an estimation of the period and profile over which the Company expects to consume the future economic benefits embodied in those assets. As the Company has experienced a contraction of revenues, an impairment of critical spares has been made of £1,341k. Amounts owed by group undertakings As at 31 March 2024 the Company is owed £5,201k by one of its parent undertakings in the Group, which does not trade, and conversely the Company owes that undertaking £3,043k. The debtor balance has been provided against by £2,158k, as there is no foreseeable prospect of repayment, resulting in net position due of £nil.
Page 21
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Analysis of turnover by country of destination:
Page 22
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 23
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 24
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
11.Taxation (continued)
There were no factors that may affect future tax charges.
Page 25
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 26
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 27
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 28
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 29
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Share premium account
Capital redemption reserve
Profit and loss account
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £162k (2023 - £168k).
Contributions totalling £28k (2023 - £38k) were payable to the fund at the balance sheet date and are included in other creditors.
Page 30
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
AGILITAS IT SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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 (previously Lucid Trustee Services Limited) who are acting in their capacity as agent and trustee.
The immediate parent undertaking is Agilitas IT Holdings 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 31
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||