Company Registration No. 12369828 (England and Wales)
APEX BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
APEX BIDCO LIMITED
COMPANY INFORMATION
Directors
D H Sawers
(Appointed 5 June 2024)
R J W Jones
(Appointed 5 June 2024)
N R Treston
(Appointed 25 November 2024)
A Philp
(Appointed 1 May 2025)
G Henderson
(Appointed 1 May 2025)
S Glanfield
(Appointed 3 June 2025)
Secretary
Addleshaw Goddard (Scotland) Secretarial Limited
Company number
12369828
Registered office
One, St. Peters Square
Manchester
United Kingdom
M2 3DE
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
ABERDEEN
AB10 1YL
APEX BIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 19
APEX BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present their strategic report for the year ended 31 March 2024 in respect of APEX Bidco Limited, (‘the company’).

Principal activities and review of the business

The principal activities of the company is that of an intermediate holding company.

 

The results for the year and financial position of the company are shown in the annexed financial statements and are in line with expectations. The company continued to service its debt using cash provided by the operating group. The increase in interest rates is mitigated by an interest rate cap instrument as disclosed in note 10.

Future Developments

Taking account of all factors, the company expects to continue to service its debt using cash provided by the operating group.

Financial and non-financial key performance indicators

As the company is a simple intermediate holding company whose only activity is to hold and service group debt, there are no financial or non-financial key performance indicators requiring comment.

Principal risks and uncertainties

The directors are aware that the company is susceptible to risks and uncertainties and have identified the following principal risks which are monitored on a regular basis.

 

Market and economic risk

The value of the company’s investment in its subsidiaries is exposed to the risk of downturn in general economic conditions affecting its customers, this is mitigated by the continued widening of the operating group’s customer base and the expansion of the markets in which the group operates.

 

Interest rate risk

The company is funded by a mixture of bank term debt with a variable interest rate and intercompany debt with no fixed terms in place. The group manages its exposure to interest rate fluctuations using interest rate cap instruments.

Corporate Social Responsibility

The group are very proud to be a team that holds a shared interest in helping improve lives. By acknowledging the struggles many people face, every year we commit to raising vital funds for a range of charities and providing voluntary services to numerous deserving organisations.

 

Events After the Reporting Date

On 28 May 2025, the Group secured a capital injection of £7.5 million through the issuance of new loan notes by its parent company, activpayroll Group Ltd. These proceeds were made available to the operating group via intercompany arrangements to further support ongoing initiatives and strengthen liquidity.

 

In addition, on 28 May 2025, the Group negotiated an amended Senior Facilities Agreement with its banking partner, replacing the previous facility. The new agreement reflects a realignment of the Group’s capital structure in support of its long-term strategic plans and includes revised covenant terms designed to provide greater financial flexibility.

As APEX Bidco Limited is the principal vehicle through which the Group’s third-party debt is held, these post-year-end developments are particularly relevant to the financial statements of the company, further underpinning its ability to service external obligations.

APEX BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Section 172 statement

The directors of the company are required, as stated in Section 172 of the Companies Act 2006, to take actions which, in good faith, promote the success of each company in the group for the benefit of its members as a whole, and in doing so have regard, amongst other matters, to:

 

 

The following provides an overview of how the directors have met their obligations under Section 172 in promoting the success of the group.


As the company is an intermediate holding company – with no real-world activities, no employees, no customers, and no suppliers – its focus is on its shareholders and on supporting the activities of the operating group below it.

 

The directors of the company recognise their responsibility to deliver returns to its shareholders and enact the strategic plans for long term creation of value in the operating group in a responsible and sustainable manner.

On behalf of the board

A Philp
Director
5 June 2025
APEX BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

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

Principal activities

The principal activity of the company continued to be that of financing and managing the company's investment in its subsidiary undertakings.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M A Reynolds
(Resigned 5 June 2024)
N T Southwell
(Resigned 15 November 2024)
G M L'Estrange Gillon
(Resigned 3 June 2025)
J J M Faulds
(Resigned 20 May 2024)
J T Allen
(Resigned 25 March 2024)
D H Sawers
(Appointed 5 June 2024)
R J W Jones
(Appointed 5 June 2024)
N R Treston
(Appointed 25 November 2024)
A Philp
(Appointed 1 May 2025)
G Henderson
(Appointed 1 May 2025)
S Glanfield
(Appointed 3 June 2025)
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.

Employee engagement

The company has no employees and therefore has nothing to report in respect of employee engagement activity during the year.

Matters addressed in the strategic report

The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the company's strategic report information required by Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments, subsequent event disclosure and financial risk management objectives and policies where applicable.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

APEX BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
A Philp
Director
5 June 2025
APEX BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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

APEX BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF APEX BIDCO LIMITED
- 6 -
Opinion

We have audited the financial statements of APEX Bidco Limited (‘the company’) for the year ended 31 March 2024, which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

 

Basis for opinion

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

Conclusions relating to going concern

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

 

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

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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

 

APEX BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF APEX BIDCO LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

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

 

Responsibilities of directors

As explained more fully in the Directors’ responsibilities statement set out on page 5, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

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

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

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

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

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

 

APEX BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF APEX BIDCO LIMITED
- 8 -

Extent the audit was considered capable of detecting irregularities, including fraud (continued)

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:

 

 

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

 

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

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member for our audit work, for this report, or for the opinions we have formed.

David Wilson (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
5 June 2025
Statutory Auditor
Bishop's Court
29 Albyn Place
ABERDEEN
AB10 1YL
APEX BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
Notes
£000
£000
Administrative expenses
1
-
0
Interest payable and similar expenses
5
(6,947)
(4,088)
Fair value gain/(loss) on derivative financial instruments
6
65
(196)
Impairment of fixed asset investments
8
(290)
-
Loss before taxation
(7,171)
(4,284)
Tax on loss
7
-
0
-
0
Loss for the financial year
(7,171)
(4,284)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

 

There are no items of other comprehensive income or expenditure in either the current or prior reporting period.

APEX BIDCO LIMITED
BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Investments
8
113,437
113,727
Current assets
Debtors
11
4,978
319
Cash at bank and in hand
45
44
5,023
363
Creditors: amounts falling due within one year
12
(54,511)
(66,533)
Net current liabilities
(49,488)
(66,170)
Total assets less current liabilities
63,949
47,557
Creditors: amounts falling due after more than one year
13
(73,563)
(50,000)
Net liabilities
(9,614)
(2,443)
Capital and reserves
Called up share capital
15
-
0
-
0
Profit and loss reserves
(9,614)
(2,443)
Total deficit
(9,614)
(2,443)
The financial statements were approved by the board of directors and authorised for issue on 5 June 2025 and are signed on its behalf by:
A Philp
Director
Company Registration No. 12369828
APEX BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Profit and loss reserves
Total
£000
£000
£000
Balance at 1 April 2022
-
0
1,841
1,841
Year ended 31 March 2023:
Loss and total comprehensive expense for the year
-
(4,284)
(4,284)
Balance at 31 March 2023
-
0
(2,443)
(2,443)
Year ended 31 March 2024:
Loss and total comprehensive expense for the year
-
(7,171)
(7,171)
Balance at 31 March 2024
-
0
(9,614)
(9,614)
APEX BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
1
Accounting policies
Company information

APEX Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is One, St. Peters Square, Manchester, United Kingdom, M2 3DE.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following applicable disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of the company's ultimate parent undertaking, APEX Topco Limited. The consolidated financial statements of APEX Topco Limited are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF143UZ, DX 33050, United Kingdom.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

As outlined above, APEX Bidco Limited is a wholly owned subsidiary of APEX Topco Limited and the results of APEX Bidco Limited are included in the consolidated financial statements of APEX Topco Limited which are publicly available at the above address.

APEX BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

The directors note that there are net current liabilities of £49.5 million, primarily due to an intercompany debt. This debt is directly linked to external loan notes with a contractual maturity in 2027, and there is no expectation that the intercompany lender will call for repayment of this balance within the next 12 months.

Although the company does not generate operating revenue or profit in its own right, it maintains direct control of activpayroll Ltd, which generated a profit before tax of £3.3 million for the year ended 31 March 2024. The company acts as an intermediate holding entity and is the primary borrower of the Group’s third-party debt, making its financial stability critical to the Group’s overall funding structure.

The company and the wider group have prepared detailed financial forecasts that demonstrate sufficient liquidity and profitability to meet ongoing interest obligations for at least the next 12 months.

Subsequent to the reporting date, on 28 May 2025, the Group successfully negotiated an amended Senior Facilities Agreement with its banking partner, replacing the previous facility, and providing revised covenant terms and an extended maturity profile. This refinancing strengthens the Group’s capital structure and reinforces the directors’ confidence in the company’s continued viability.

Accordingly, the directors consider it appropriate to adopt the going concern basis in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

APEX BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.

 

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 the statement of comprehensive income.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including certain creditors, bank and other loans and loans from 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. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in the statement of comprehensive income immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in the statement of comprehensive income depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

APEX BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
2
Auditor's remuneration

The company paid no remuneration to its auditors for audit or non audit services in either the current or prior year. Relevant fees have been settled by another group entity on behalf of the company.

3
Employees

The company had no employees in either the current or prior year. As a result, there is no associated employment costs.

4
Directors' remuneration

During the year ended 31 March 2024 there were 5 (2023 - 5) directors. All directors received remuneration via employment within another group entity.

5
Interest payable and similar expenses
2024
2023
£000
£000
Interest on bank overdrafts and loans
6,947
4,088
6
Fair value gains and losses
2024
2023
£000
£000
Fair value gains and losses on financial instruments
Change in value of financial instruments held at fair value through profit or loss
65
(196)

The fair value gain recognised in the year is in respect of an interest rate cap in place over the company's third party borrowings. Further details are outlined at note 10.

APEX BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
7
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£000
£000
Loss before taxation
(7,171)
(4,284)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(1,793)
(814)
Tax effect of expenses that are not deductible in determining taxable profit
73
-
0
Group relief
500
379
Unrecognised deferred tax
1,220
435
Taxation charge for the year
-
-

A change in the UK Corporation tax rate to 25% took effect from 1 April 2023.

8
Fixed asset investments
2024
2023
Notes
£000
£000
Investments in subsidiaries
9
113,437
113,727
Movements in fixed asset investments
Shares in subsidiaries
£000
Cost or valuation
At 1 April 2023 & 31 March 2024
113,727
Impairment
At 1 April 2023
-
Impairment losses
290
At 31 March 2024
290
Carrying amount
At 31 March 2024
113,437
At 31 March 2023
113,727
APEX BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
9
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
activpayroll Ltd.
5 Cults Business Park, Station Road, Cults, Aberdeen, AB15 9PE.
Ordinary
100.00
-
activpayroll France SARL
18, rue Gambetta, Enghien Les Bains, 95880, France
Ordinary
0
100.00
activpayroll Pty Ltd
35 Hay Street, Subiaco, Western Australia, WA 6008, Australia
Ordinary
0
100.00
activpayroll Inc.
375 Commercial Ct D, Venice, FL 34292-1623, USA
Ordinary
0
100.00
activpayroll PTE. Ltd.
6 Shenton Way OUE Downtown 1 #38-01, 068809, Singapore
Ordinary
0
100.00
activpayroll Ireland Limited
Century House, Harold's Cross Road, Dublin, 6W, Ireland
Ordinary
0
100.00
activpayroll GmbH
Isarstrasse 4, 65451 Keisterbatch, Frankfurt am Main, Germany
Ordinary
0
100.00
activpayroll Malaysia Sdn Bhd
Suite 507, Block F, Phileo Damansara 1, 9 Jalan 16/11, off Jalan Damansara, 46350 Petaling Jaya, Sel
Ordinary
0
100.00
activpayroll South Africa (Pty) Limited
Tygerforum A, 2nd Floor, 53 Willie Van Schoor Avenue, Tyger Valley, Western Cape, 7530, South Africa
Ordinary
0
100.00
activpayroll Consulting International DMCC
Unit No.128 DMCC Business Centre, Level No.5, Jewellery & Gemplex 2, Dubai, UAE
Ordinary
0
100.00
activpayroll B.V.
See footnote below
Ordinary
0
100.00
activpayroll Payments B.V.
See footnote below
Ordinary
0
100.00
Limes International B.V.
See footnote below
Ordinary
0
100.00
Limes International Tax + Global Mobility B.V.
See footnote below
Ordinary
0
100.00
Limes International Immigration + Relocation B.V.
See footnote below
Ordinary
0
100.00
Limes International Human Resources B.V.
See footnote below
Ordinary
0
100.00
Limes International Payroll B.V.
See footnote below
Ordinary
0
100.00
Limes International Pension + Insurance B.V.
See footnote below
Ordinary
0
100.00
Limes International Legal B.V.
See footnote below
Ordinary
0
100.00
Limes International VAT + Customs B.V.
See footnote below
Ordinary
0
100.00
Dutch Tax Returns B.V.
See footnote below
Ordinary
0
100.00
Human Capital Services B.V.B.A.
Noordlaan 1A, 9200 Dendermonde, Belgium
Ordinary
0
100.00
TTT-Group B.V.
See footnote below
Ordinary
0
100.00
Total Employee Compliance Services B.V.
See footnote below
Ordinary
0
100.00
AangifteDirect B.V.
See footnote below
Ordinary
0
100.00
Total Employee Mobility Solutions B.V.
See footnote below
Ordinary
0
100.00
Miles International Payrolling B.V.
See footnote below
Ordinary
0
100.00

The registered office of these subsidiary undertakings is Voorschoterweg 23G, 2235 SE Valkenburg, Zuid Holland, Netherlands.

APEX BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
10
Financial instruments
2024
2023
£000
£000
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
10
246

The derivative financial asset at the reporting date is in relation to an interest rate swap. The company has entered into an interest rate swap agreement to receive SONIA and pay a fixed rate of 4.97% on a notional principal of £74,200,000. The effect of this is to fix the SONIA element of the bank loan (see note 14) at 4.97%. The agreement was entered into in December 2023, was effective from 1 January 2024, and expires on 31 December 2024. The interest rate swap agreement is a financial instrument carried at fair value through profit and loss. Fair value is calculated using readily observable market prices. Hedge accounting is not used.

11
Debtors
2024
2023
Amounts falling due within one year:
£000
£000
Amounts owed by group undertakings
4,960
-
0
Derivative financial instruments
10
246
Other debtors
8
73
4,978
319

Amounts owed by group undertakings have no fixed repayment terms and no interest is payable on the principal amount.

12
Creditors: amounts falling due within one year
2024
2023
£000
£000
Amounts owed to group undertakings
54,511
66,533

Amounts owed to group undertakings have no fixed repayment terms and no interest is payable on the principal amount.

13
Creditors: amounts falling due after more than one year
2024
2023
Notes
£000
£000
Bank loans
14
73,563
50,000
APEX BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
14
Loans and overdrafts
2024
2023
£000
£000
Bank loans
73,563
50,000
Payable after one year
73,563
50,000

The bank loan carries interest at a variable rate of SONIA plus a margin that varies between 5.8693% and 7.3693% depending on the net leverage of the wider group. Interest is payable quarterly and the principal is repayable in a single bullet payment on 24 January 2027.

 

The lending bank has security over the assets of all material companies in the group.

15
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
1
1
-
0
-
0
1
1
-
0
-
0
16
Reserves

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

17
Related party transactions
Transactions with related parties

The company has taken advantage of the exemption available under paragraph 33.1A of Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the group.

18
Ultimate controlling party

The company's immediate parent undertaking is activpayroll Group Limited. The ultimate controlling party is Tenzing PE General Partner Limited, a company incorporated in Guernsey whose registered address is De Cataplan House, Grange Road, St.Peter's Port, Guernsey, GY1 2QG.

 

The largest group in which results of the company are consolidated is that headed by APEX Topco Limited whose registered address is One, St.Peter's Square, Manchester, England, M2 3DE. The consolidated financial statements of APEX Topco Limited are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF143UZ, DX 33050, United Kingdom.

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