Company Registration No. 12369633 (England and Wales)
APEX TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
APEX TOPCO LIMITED
COMPANY INFORMATION
Directors
E W Sellar
D H Sawers
(Appointed 5 June 2024)
R J W Jones
(Appointed 5 June 2024)
N R Treston
(Appointed 25 November 2024)
Z Randeria
(Appointed 8 April 2025)
G Henderson
(Appointed 1 May 2025)
A Philp
(Appointed 1 May 2025)
S Glanfield
(Appointed 3 June 2025)
Secretary
Addleshaw Goddard (Scotland) Secretarial Limited
Company number
12369633
Registered office
One, St. Peters Square
Manchester
United Kingdom
M2 3DE
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
Solicitors
Addleshaw Goddard LLP
Exchange Tower
19 Canning Street
Edinburgh
EH3 8EH
APEX TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 7
Directors' report
8 - 10
Directors' responsibilities statement
11
Independent auditor's report
12 - 15
Group statement of comprehensive income
16
Group balance sheet
17
Company balance sheet
18
Group statement of changes in equity
19
Company statement of changes in equity
20
Group statement of cash flows
21
Notes to the financial statements
22 - 45
APEX TOPCO 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 Topco Limited (the “company”) and its subsidiaries, (collectively known as the “Group”). This report outlines the Group’s principal activities, reviews performance and key developments during a transitional year, and provides insight into financial results, risks, and outlook.

Principal activities

The Group is a private equity–backed provider of multi-country payroll services and global mobility solutions for corporate clients. The Group’s principal activities include delivering integrated global and domestic payroll processing, expatriate tax services, and human resource (HR) support to organisations worldwide. Headquartered in Aberdeen, Scotland, and operating through regional hubs and partners around the globe, the Group serves over 500 companies across more than 140 countries. Its highly experienced team and worldwide footprint enable the Group to help clients navigate complex international payroll, tax, and compliance challenges while providing consistent, high-quality service. The Group’s mission is to support the payroll and mobility needs of growth-oriented businesses wherever they operate, leveraging technology and expertise to ensure accurate, compliant, and timely payroll operations.

 

Business Review

Overview

The year ended 31 March 2024 was a transitional and challenging period for APEX Topco Limited, marked by ongoing investment in product development and the strategic acquisition of a complementary business midway through the year. Although profitability declined compared to the prior period, the Group delivered year-on-year revenue growth, underpinned by resilient customer demand and the early impact of strategic initiatives.

 

In response to operational and financial challenges, management implemented a series of targeted measures to strengthen the business for long-term success. This included investment in talent at both the operational level and by significant change across senior management and director level, process improvement, and the continued development of its global footprint. As a result, the Group enters future financial years with a broader service offering, enhanced tax and mobility capabilities, and a stronger foundation for sustainable, profitable growth.

 

Revenue and Performance

Group turnover for FY2024 increased to £52.2 million, up from £46.7 million in FY2023. This continued top-line expansion was driven mainly by contributions from the LIMES International BV acquisition, organic growth, new customer acquisitions and expanded engagements with existing clients, which broadened our geographic reach.

 

A key driver of this sustained revenue growth is the Group’s unwavering focus on cultivating long-term, trusted relationships with clients. By consistently delivering high-quality, compliant payroll and mobility solutions, the Group has excellent customer retention, even amidst increasing competition in the global payroll sector. This commitment to customer success has translated into a steady increase in annual recurring revenue, underscoring the resilience and predictability of our revenue base.

 

The global payroll division performed well, with particularly strong demand in key markets. Meanwhile, the global mobility and tax advisory services saw increased activity as clients sought integrated support for their internationally mobile employees.

 

The directors believe that the strength and longevity of our customer relationships are fundamental to our sustained growth and market leadership. By prioritising client satisfaction and delivering consistent value, the Group continues to reinforce its position as a trusted partner in global payroll and mobility solutions.

 

Profitability

The Group’s operating loss for FY2024 was £6.5 million, compared to an operating profit of £0.2 million in FY2023. The reduction primarily reflects the impact of several non-recurring events during the year:

 

APEX TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Profitability (continued)

 

 

Excluding these significant and non-recurring costs, the underlying trading performance remained robust. The directors monitor adjusted EBITDA, FY24 £13.0m (FY23 £13.6m) as a key measure of underlying performance; on this basis, the Group did not achieve results of continued adjusted EBITDA growth.

 

The decline in statutory profit is viewed as a temporary effect of the Group’s strategic investment in FY2024 and the change in credit risk policy. Management is confident that these investments will yield accelerating returns in the coming year, positioning the Group for sustainable growth and improved profitability.

 

Operational Improvement Initiatives

In FY2024 the Group launched a series of internal operational improvement initiatives aimed at boosting service delivery, and working capital management. A top priority was placed on enhancing internal systems and processes – for example, upgrading payroll software integrations and streamlining process workflows – to support scalability and consistency across our global operations. The benefits of these operational improvements were evident in service quality metrics: payroll processing accuracy and on-time delivery rates improved, and client satisfaction scores remained high.

 

Additionally, employee training and development programs were expanded, contributing to better staff productivity and engagement. While some of these initiatives added to costs in the short term (as noted above), they have started to deliver efficiencies and are laying the groundwork for margin improvement in future periods.

 

Strategic Acquisition – LIMES International

A major milestone in the year was the acquisition of LIMES International B.V. in October 2023. LIMES is a Netherlands-based firm specialising in global mobility tax, HR advisory, and payroll management services. This strategic acquisition has significantly bolstered the Group’s capabilities in the global mobility arena and expanded our presence in Continental Europe. Through the transaction, the Group gained deep in-country expertise in Dutch and Belgian payroll, enhancing our service offering to international clients in those jurisdictions. The acquisition also brought in the MILES suite of services (an Employer of Record solution) under the Group’s umbrella, enabling the ability to offer clients comprehensive support when hiring and managing talent in the Netherlands. Key LIMES consultants and leaders were retained, ensuring continuity of expertise, and teams began collaborating to cross-sell services to each other’s client bases. The acquisition contributed to revenue growth in the second half of the year and is expected to be a significant lever for future growth. By combining the Group’s global payroll services with LIMES’ tax and mobility know-how, the Group is positioned as a “one-stop” global HR, tax, and payroll partner for clients. Management is confident that this business combination will offer a unique proposition, broaden our market reach, and enhance the Group’s competitive differentiation in the global mobility and compliance space. The goodwill recognised on this acquisition reflects the strong future earnings potential of the combined business.

 

Outlook

Looking ahead, the directors are optimistic about the Group’s prospects. The customer base continues to expand, and demand for multi-jurisdictional payroll and mobility solutions remains strong. With the LIMES acquisition still to be fully integrated and the full internal improvements taking effect, the Group is strategically positioned to return to profit growth in the coming years. Management will maintain its focus on operational excellence and cost discipline, while continuing to invest in technology and talent to support scalable growth. The Group’s broadened service suite – spanning payroll, tax, mobility, and HR advisory – provides multiple avenues for revenue growth within our existing client portfolio and through new client acquisitions. Overall, despite the challenges faced during this transitional year, the Group has emerged with a wider service offering with the addition of the LIMES acquisition. The Board is confident that the foundations laid in FY2024, together with our committed team and supportive shareholders, will drive improved performance and value creation in future periods.

APEX TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Financial key performance indicators

The Group uses both financial and non-financial Key Performance Indicators (KPIs) to monitor progress against its strategic objectives. Financial KPIs are tracked on a monthly basis and reviewed by the Board to evaluate the Group’s growth, profitability, and financial stability. Key financial performance indicators for the year (with prior-year comparatives in parentheses) include:

 

Metric

2024

2023

Turnover

£52.2m

£46.7m

Gross profit

£25.2m

£22.8m

Operating (loss)/profit

(£6.5m)

£0.2m

EBITDA

£5.7m

£10.6m

Adjusted EBITDA*

£13.0m

£13.6m

Net current assets

£6.8m

£13.2m

 

* Adjusted EBITDA is a non-GAAP measure used by management to assess the underlying performance of the Group. Adjusted EBITDA is calculated as EBITDA plus the one-off bad debt provision £4.0m and other non-trading significant items such as the Limes International BV acquisition costs and outgoing executive team legal and settlement costs totalling £2.7m which makes up the majority of the remaining £3.3m.

 

In addition to these financial KPIs, the Group monitors several non-financial KPIs to ensure long-term business health and stakeholder satisfaction. These include: staff turnover and satisfaction, payroll processing accuracy and timeliness, client retention rates, and customer satisfaction scores. During the year, performance against these non-financial metrics was strong – for example, client retention remained high and on-time payroll processing consistently exceeded our target threshold – reflecting the Group’s focus on quality service and engaged employees. The Board considers both financial and non-financial KPIs in its decision-making, as they together provide a balanced view of the Group’s operational success and areas for improvement.

 

Principal risks and uncertainties

The Group faces a range of risks and uncertainties inherent in its operations and the broader business environment. The Board regularly reviews these principal risks and has implemented policies and controls to mitigate them as part of our risk management framework. The following are the key risks and uncertainties identified for the Group:

 

 

 

 

APEX TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Principal risks and uncertainties (continued)

 

 

 

Credit risk arises from the possibility that clients may delay payments or, in rare cases, default on their obligations, affecting cash flow. To manage this, the Group conducts stringent client onboarding checks, maintains diversified client exposure, and employs active credit control measures.

 

Post year end, the Group undertook a comprehensive review of its credit risk assessment procedures. As a result, the Group adopted a more conservative approach to estimating bad debt provisions, aligning with best practices under FRS 102. This change reflects a heightened focus on credit risk management and a commitment to prudent financial reporting.

 

The revised provisioning policy led to an increase in the bad debt expense recognised in the income statement, thereby reducing the Group's operating profit for the year by £4.0 million. This adjustment ensures that the financial statements more accurately reflect the current credit risk environment and the recoverability of trade receivables. The Group believes that this proactive approach to credit risk assessment strengthens its financial position and better prepares it to manage potential future credit losses. The impact of this change is expected to stabilise in subsequent periods, providing a more robust foundation for financial planning and analysis.

 

Additionally, the improvement in aged debt recovery noted since the year end has reduced our outstanding receivables risk. The Group also maintains sufficient cash reserves and access to funding to cushion against any short-term working capital impacts from these financial risks.

 

The directors are satisfied that, with the aforementioned risk mitigations and the ongoing monitoring in place, the Group’s principal risks are being managed appropriately. There remains uncertainty in the external environment (including regulatory changes and economic conditions), but the Board is confident that the Group’s business model and prudent risk management approach provide a strong degree of resilience against these challenges.

APEX TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
Section 172 statement

Section 172 of the UK Companies Act 2006 requires directors to act in a way they consider, in good faith, would promote the success of the company for the benefit of its members as a whole, and in doing so have regard (among other matters) to various stakeholders and factors. The directors of APEX Topco Limited embrace these duties and recognise that the long-term success of the Group is dependent on nurturing positive relationships with employees, customers, suppliers, the community and the environment, as well as acting fairly between members (shareholders). Throughout the year ended 31 March 2024, the Board took into account the needs and priorities of these stakeholders in its decision-making processes. Below we outline how the directors have fulfilled their Section 172(1) responsibilities:

 

 

 

Strategic decisions, including growth initiatives and resource expansion, are assessed with customer impact in mind. Where new capabilities have been introduced—such as enhanced local expertise in specific markets—the Group has taken steps to communicate transparently with clients and ensure a smooth transition. Continuance client conversations are maintained through monthly governance and quarterly business reviews, and where material, client input is escalated to the Board and used to inform ongoing process improvement. By consistently delivering value and maintaining close client engagement, the Group fosters long-term relationships that underpin sustainable growth.

 

 

Supplier engagement is managed through a combination of the contracts, operations, and finance teams, who work together to ensure clear expectations and collaborative delivery. A rigorous onboarding process is followed before engaging any new in-country partner, with checks in place to assess data security compliance, technical capability, and alignment with the Group’s service standards.

 

Ongoing communication with suppliers is prioritised throughout the relationship to ensure service levels are maintained and evolving requirements are met. The Group aims to meet its obligations with suppliers and maintains open dialogue to address any issues or disputes constructively and transparently.

 

APEX TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
Section 172 statement (continued)

 

 

Material actions—such as the strategic acquisition of LIMES and the post-year-end capital injection—were subject to Investment Committee approval, with the Board carefully considering their impact on long-term value creation. The £7.5 million capital injection secured after year-end reflects strong alignment between the Board and shareholders on supporting the Group’s growth strategy and strengthening its financial position.

 

The Board recognises the importance of maintaining trust and alignment with its investors. By focusing on transparent communication and execution of strategy, the directors aim to promote the sustained success of the company in line with shareholder expectations.

 

In summary, the directors confirm that during FY2024 they have acted in a manner consistent with the requirements of Section 172, by actively considering the company’s stakeholders and the long-term consequences of decisions. This approach underpinned the Board’s key resolutions, from day-to-day operational improvements to transformational transactions, ensuring that the Group remains a sustainable and responsible business positioned for continued success.

 

Events After the Reporting Date

 

Shareholder Capital Injection: On 28 May 2025, the Group secured a significant capital injection from its shareholders to support its ongoing growth and strategic initiatives. £7.5 million of additional funding was provided in the form of new loan notes issued by activpayroll Group Ltd. These proceeds were made available to the Group via an intercompany loan. This post-year-end capital infusion has strengthened the Group’s balance sheet and liquidity position, providing resources to invest in future expansion and to accelerate integration initiatives. The funding underscores the shareholders’ ongoing commitment to the Group’s strategy and their confidence in the long-term prospects of the business. This fresh capital will be used prudently to drive product development, enhance operational capacity, and explore further strategic opportunities as they arise.

 

Renegotiation of facilities: 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.

 

Deferred Consideration: Agreement has been reached post year end to further defer part of the consideration in relation to the acquisition of Limes International BV due in October 2024, to October 2025. The EUR3m deferred has resulted in an additional EUR 0.6m settlement.

 

Other Matters: There were no other material events after the reporting date that require disclosure in this report. The Board confirms that, aside from the above-noted events, there have been no significant changes in the Group’s financial position or operations since 31 March 2024 that would necessitate adjustment to the figures reported or affect the understanding of the financial statements. The Group continues to trade in line with expectations in the post-year-end period. With a reinforced balance sheet, the Group is well-positioned to execute its growth strategy in the year ahead.

APEX TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -

On behalf of the board

A Philp
Director
5 June 2025
APEX TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -

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

Principal activities

The principal activities of the Group are the provision of multi-country payroll services and global mobility solutions for corporate clients as detailed in the strategic report.

Results and dividends

The results for the year are set out on page 16.

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

Directors

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

A N Sellar
(Resigned 14 March 2025)
E W Sellar
G M L'Estrange Gillon
(Resigned 3 June 2025)
M A Reynolds
(Resigned 5 June 2024)
N T Southwell
(Resigned 15 November 2024)
J J M Faulds
(Resigned 20 May 2024)
J T Allen
(Resigned 25 February 2024)
D H Sawers
(Appointed 5 June 2024)
R J W Jones
(Appointed 5 June 2024)
N R Treston
(Appointed 25 November 2024)
Z Randeria
(Appointed 8 April 2025)
G Henderson
(Appointed 1 May 2025)
A Philp
(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.

Charitable donations

Total charitable donations made by the Group during the year amounted to £7,081 (2023: £8,839).

Disabled persons

The Group gives every consideration to applications for employment from disabled persons where the requirements of the job may be adequately fulfilled by a disabled person.

 

Where an existing employee becomes disabled, it is the Group’s policy wherever practicable to provide continuing employment under normal terms and conditions and to provide reasonable adjustments, training and career development.

Employees

The Group has extensive processes for engaging with and motivating its employees, which are detailed in the Section 172 statement within the Strategic Report.

APEX TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
Other matters addressed in the strategic report

The Group has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the Group'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 and financial risk management objectives and policies where applicable.

Energy and carbon report

The Group is required to present the following information in relation to energy use, methods of calculation, and the measures being undertaken to improve energy efficiency.

 

In line with the Greenhouse Gas (GHG) Protocol Corporate Accounting and Reporting Standard, the Group continues to be engaged in reducing its greenhouse gas emissions. The Group currently has scope 1, 2 and 3 emissions.

 

Scope 1 and Scope 2 data is sourced from mater readings and energy supplier invoices. Scope 3 data only includes consumption of fuel in employee-owned vehicles, not other travel, waste disposal or purchased materials, and is sourced from employee mileage records.

 

 

 

2024

2023

Scope1

kWh

-

-

Combustion of natural gas

TCO2e

-

-

 

 

 

 

Scope 2

kWh

180,537.27

179,046.27

Grid electricity including for transport

TCO2e

37.38

37.08

 

 

 

 

Scope 3

kWh

10,916.56

10,568.78

Consumption of fuel in employee-owned vehicles

TCO2e

2.63

2.53

 

 

 

 

Total

kWh

191,453.83

189,615.05

 

TCO2e

40.01

39.61

 

 

 

 

Intensity ratio

TCO2e per £m turnover

0.74

0.86

 

 

Energy efficiency action

The Group is committed to tackling climate change and its strategy for reducing its carbon emissions include:

 

Auditor

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

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 auditor of the company 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 auditor of the company is aware of that information.

APEX TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
On behalf of the board
A Philp
Director
5 June 2025
APEX TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

APEX TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF APEX TOPCO LIMITED
- 12 -
Opinion

We have audited the financial statements of APEX Topco Limited (‘the parent company’) and its subsidiaries (‘the group’) for the year ended 31 March 2024, which comprise the Group Statement of Comprehensive Income, Group and Company Balance Sheets, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows, 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 (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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

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 TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF APEX TOPCO LIMITED
- 13 -
Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and the parent company and their 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 10, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the group or parent 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, including component auditors, 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 and component auditors were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members and component auditors were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

APEX TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF APEX TOPCO LIMITED
- 14 -

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

 

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on 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:

 

 

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance including management and those charged with governance of component entities where necessary. We corroborated these enquiries through our review of board meeting minutes and through discussions with component auditors.

We assessed the susceptibility of the group’s 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.

APEX TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF APEX TOPCO LIMITED
- 15 -

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 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 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 members as a body, 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 TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
2024
2023
Notes
£000
£000
Turnover
3
52,230
46,711
Cost of sales
(27,032)
(23,896)
Gross profit
25,198
22,815
Administrative expenses
(31,744)
(22,622)
Other operating income
5
8
Operating (loss)/profit
4
(6,541)
201
Interest receivable and similar income
8
19
1
Interest payable and similar expenses
9
(13,076)
(9,599)
Fair value gain/(loss) on derivative financial instruments
10
101
(242)
Loss before taxation
(19,497)
(9,639)
Tax on loss
11
(475)
(1,704)
Loss for the financial year
25
(19,972)
(11,343)
Other comprehensive (expense)/income
Currency translation differences
(508)
69
Total comprehensive expense for the year
(20,480)
(11,274)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive expense for the year is all attributable to the owners of the parent company.

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

APEX TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 17 -
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Goodwill
12
86,792
71,305
Tangible assets
13
2,281
1,858
89,073
73,163
Current assets
Debtors
17
19,370
14,913
Cash at bank and in hand
2,530
6,180
21,900
21,093
Creditors: amounts falling due within one year
18
(15,081)
(7,843)
Net current assets
6,819
13,250
Total assets less current liabilities
95,892
86,413
Creditors: amounts falling due after more than one year
19
(149,639)
(120,196)
Net liabilities
(53,747)
(33,783)
Capital and reserves
Called up share capital
24
1
1
Share premium account
25
870
692
Own shares
25
(65)
(65)
Profit and loss reserves
25
(54,553)
(34,411)
Total deficit
(53,747)
(33,783)
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:
05 June 2025
A Philp
Director
APEX TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 18 -
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Investments
14
714
350
Current assets
Debtors
17
758
635
Creditors: amounts falling due within one year
18
(52)
(81)
Net current assets
706
554
Net assets
1,420
904
Capital and reserves
Called up share capital
24
1
1
Share premium account
25
870
692
Own shares
25
(65)
(65)
Profit and loss reserves
25
614
276
Total equity
1,420
904

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s result for the year was £0 (2023 - £0 result).

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:
05 June 2025
A Philp
Director
Company Registration No. 12369633
APEX TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
Share capital
Share premium account
Own shares
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
£000
Balance at 1 April 2022
1
88
-
(23,413)
(23,324)
Year ended 31 March 2023:
Loss for the year
-
-
-
(11,343)
(11,343)
Other comprehensive income:
Currency translation differences
-
-
-
69
69
Total comprehensive expense for the year
-
-
-
(11,274)
(11,274)
Issue of share capital
-
0
604
-
-
604
Own shares acquired
-
-
(65)
-
(65)
Credit to equity for equity settled share-based payments
-
-
-
276
276
Balance at 31 March 2023
1
692
(65)
(34,411)
(33,783)
Year ended 31 March 2024:
Loss for the year
-
-
-
(19,972)
(19,972)
Other comprehensive expense:
Currency translation differences
-
-
-
(508)
(508)
Total comprehensive expense for the year
-
-
-
(20,480)
(20,480)
Issue of share capital
24
-
0
178
-
-
178
Credit to equity for equity settled share-based payments
-
-
-
338
338
Balance at 31 March 2024
1
870
(65)
(54,553)
(53,747)
APEX TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
Share capital
Share premium account
Own shares
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
£000
Balance at 1 April 2022
1
88
-
-
0
89
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
-
-
-
-
0
Issue of share capital
-
0
604
-
-
604
Own shares acquired
-
-
(65)
-
(65)
Credit to equity for equity settled share-based payments
-
-
-
276
276
Balance at 31 March 2023
1
692
(65)
276
904
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
-
-
-
0
Issue of share capital
24
-
0
178
-
-
178
Credit to equity for equity settled share-based payments
-
-
-
338
338
Balance at 31 March 2024
1
870
(65)
614
1,420
APEX TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
2024
2023
Notes
£000
£000
£000
£000
Cash flows from operating activities
Cash generated from operations
31
4,710
7,046
Interest paid
(6)
-
Income taxes paid
(551)
(1,154)
Net cash inflow from operating activities
4,153
5,892
Investing activities
Purchase of tangible fixed assets
(967)
(1,308)
Proceeds on disposal of tangible fixed assets
154
-
Purchase of subsidiaries (net of cash acquired)
(23,220)
(2,617)
Interest received
19
1
Net cash used in investing activities
(24,014)
(3,924)
Financing activities
Proceeds from issue of shares
104
8
Interest paid
(6,842)
(4,095)
Proceeds of new bank loans
23,457
-
Net cash generated from financing activities
16,719
(4,087)
Net decrease in cash and cash equivalents
(3,142)
(2,119)
Cash and cash equivalents at beginning of year
6,180
8,230
Effect of foreign exchange rates
(508)
69
Cash and cash equivalents at end of year
2,530
6,180
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
1
Accounting policies
Company information

APEX Topco (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is One, St. Peters Square, Manchester, England, M2 3DE.

 

The Group consists of APEX Topco and all of its subsidiaries.

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.

The company is a qualifying entity for the purposes of FRS 102 and has taken advantage of the exemption available from the requirement to present a company only cash flow statement and related notes and disclosures.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company APEX Topco together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases.

APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 23 -
1.4
Going concern

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

 

On May 28 2025, the business received a £7.5 million liquidity infusion by way of new loan notes issued by activpayroll Group Ltd. These funds were made available to the Group through an intercompany loan arrangement and have materially strengthened the operating company's liquidity position.

 

The Directors have prepared forecasts for the going concern assessment period to 30 June 2026, which reflect the most recent trading performance and expected developments in the business. These forecasts demonstrate that the Group maintains significant liquidity headroom throughout the period and is expected to operate within all covenant thresholds under the Group’s financing arrangements.

 

The Directors have considered a range of downside sensitivities, including delays in customer receipts, a flattening of revenue growth, and potential cost inflation across delivery operations. Even under such scenarios, the Group is forecast to maintain sufficient liquidity and continue to meet its financial obligations as they fall due. These downside cases were modelled without factoring in any mitigating actions within management’s control.

 

In addition, a reverse stress test was performed to identify the extent of deterioration in financial performance required to exhaust the Group's liquidity headroom. This scenario would require a material and sustained decline in profitability with no corresponding cost or operational response, which the Directors consider to be remote. Management retains a wide range of actions available to preserve cash, including further efficiency savings and working capital controls.

 

Accordingly, having considered the business’s financial position, forecast performance, and the operational flexibility available to it, the Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and continue to adopt the going concern basis in preparing these financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 24 -
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Plant and equipment
25% straight line

No depreciation is charged on assets in the course of construction.

 

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the statement of comprehensive income.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.9
Impairment of fixed assets

At each reporting period end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the statement of comprehensive income.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the statement of comprehensive income.

1.10
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.

APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 25 -
1.11
Financial instruments

The Group 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 Group's balance sheet when the Group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 certain include 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.

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 Group 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 Group after deducting all of its liabilities.

APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 26 -
Basic financial liabilities

Basic financial liabilities, including certain creditors, bank 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.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the Group 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 Group.

1.13
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 profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss 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.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 27 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of issue by reference to the fair value of those equity instruments, using a Capital Asset Pricing Methodology. The fair value determined at the issue date is expensed on a straight-line basis over the expected period before an exit event. A corresponding adjustment is made to equity.

 

The expense in relation to parent company’s shares issued to the employees of a subsidiary is recognised by the subsidiary company as a capital contribution, and presented as an increase in the parent company’s investment in that subsidiary.

 

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 28 -
1.20

Client Monies

Client monies held in earmarked bank accounts are not recognised in the financial statements, reflecting the substance of the arrangement.

 

As at 31 March 2024, the total amount of client monies held by the Group was £68,650,907 (2023 - £70,529,764).

2
Judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Going concern

As disclosed in note 1.4, management have made judgements on the Going concern status of the Group and the company.

Goodwill amortisation period

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years. This amortisation period is a judgement made by management.

APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 29 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Acquisition accounting

In accounting for business combinations the Group are required to consider the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed as well as the fair value of the identifiable assets, liabilities and contingent liabilities acquired. In making the necessary assessments the Group consider third party specialist support and observable market data where appropriate as well as the nature and anticipated useful economic life of assets acquired.

 

Details of acquisitions in the year are outlined at note 26.

Income Taxes

The Group is subject to income taxation, where judgement arises in determining the provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the Group recognises tax liabilities based on estimates where additional taxes and interest will be due. The Group believes its accruals for tax liabilities and provisions for deferred tax are adequate for all financial years based on its assessment for many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the taxation charge made in the statement of comprehensive income in the period in which such determination is made.

Bad debt provision

Management has undertaken a post year end review of estimated bad debts. Based on updated analysis on the level of collections and a more prudent view of recoverability, management have decided to make a one-off adjustment resulting in a provision of £4m.

3
Turnover and other revenue
2024
2023
£000
£000
Turnover analysed by class of business
Provision of payroll services and solutions
52,230
46,711
2024
2023
£000
£000
Turnover analysed by geographical market
Europe
35,879
30,259
Rest of world
16,351
16,452
52,230
46,711
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 30 -
4
Operating (loss)/profit
2024
2023
£000
£000
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange differences
(243)
553
Bad debt provision
4,018
-
Depreciation of owned tangible fixed assets
678
322
Amortisation of intangible assets
11,536
10,120
Share-based payments
364
302
Operating lease charges
1,031
665
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the group and company
108
84
For other services
All other non-audit services
15
14
6
Employees

The average monthly number of persons (including directors) employed by the Group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Operations
288
226
-
-
Support
82
68
-
-
Total
370
294
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Wages and salaries
14,774
12,819
-
0
-
0
Social security costs
1,847
1,424
-
-
Pension costs
750
665
-
0
-
0
17,371
14,908
-
0
-
0
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 31 -
7
Directors' remuneration
2024
2023
£000
£000
Remuneration for qualifying services
514
655
Company pension contributions to defined contribution schemes
12
55
Compensation for loss of office
143
-
669
710

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£000
£000
Remuneration for qualifying services
342
358
Company pension contributions to defined contribution schemes
3
37
8
Interest receivable and similar income
2024
2023
£000
£000
Interest income
Interest on bank deposits
15
1
Other interest income
4
-
Total income
19
1
9
Interest payable and similar expenses
2024
2023
£000
£000
Interest on bank overdrafts and loans
6,955
4,095
Interest on loan notes
5,879
5,504
Other interest
242
-
Total finance costs
13,076
9,599

Other interest relates to the unwinding of deferred consideration due by the group which was initially discounted to reflect the time value of money.

APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 32 -
10
Fair value gains and losses
2024
2023
£000
£000
Fair value gains and losses on financial instruments
Change in value of financial assets held at fair value through profit or loss
65
(196)
Change in the value of financial liabilities held at fair value through profit or loss
36
(46)
101
(242)

Fair value gains/(losses) are in respect of the Group's forward foreign currency exchange contracts as well as an interest rate cap in place over the Group's third party borrowings.

11
Taxation
2024
2023
£000
£000
Current tax
UK corporation tax on profits for the current period
249
656
Adjustments in respect of prior periods
(121)
178
Total UK current tax
128
834
Foreign current tax on profits for the current period
1,475
867
Total current tax
1,603
1,701
Deferred tax
Origination and reversal of timing differences
(1,051)
16
Changes in tax rates
-
0
5
Adjustment in respect of prior periods
(77)
(18)
Total deferred tax
(1,128)
3
Total tax charge
475
1,704
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Taxation
(Continued)
- 33 -

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
(19,497)
(9,639)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(4,874)
(1,831)
Tax effect of expenses that are not deductible in determining taxable profit
4,148
2,867
Tax effect of income not taxable in determining taxable profit
-
0
(301)
Change in unrecognised deferred tax assets
1,627
650
Adjustments in respect of prior years
(121)
404
Effect of change in corporation tax rate
-
5
Share based payment charge
91
58
Effect of overseas tax rates
(319)
(148)
Deferred tax adjustments in respect of prior years
(77)
-
0
Taxation charge
475
1,704

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

12
Intangible fixed assets
Group
Goodwill
£000
Cost
At 1 April 2023
103,168
Business combinations
27,023
At 31 March 2024
130,191
Amortisation and impairment
At 1 April 2023
31,863
Amortisation charged for the year
11,536
At 31 March 2024
43,399
Carrying amount
At 31 March 2024
86,792
At 31 March 2023
71,305
The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
12
Intangible fixed assets
(Continued)
- 34 -

Additions relating to business combinations include £18k of costs incurred in the current year in relation to a group acquisition in the prior financial year. The balance of additions (£27,005k) are in respect of a current year business combination. Further details of the business combination are outlined at note 26.

13
Tangible fixed assets
Group
Assets under construction
Plant and equipment
Total
£000
£000
£000
Cost
At 1 April 2023
161
4,117
4,278
Additions
140
827
967
Business combinations
-
0
288
288
Disposals
-
0
(195)
(195)
At 31 March 2024
301
5,037
5,338
Depreciation and impairment
At 1 April 2023
-
0
2,420
2,420
Depreciation charged in the year
-
0
678
678
Eliminated in respect of disposals
-
0
(41)
(41)
At 31 March 2024
-
0
3,057
3,057
Carrying amount
At 31 March 2024
301
1,980
2,281
At 31 March 2023
161
1,697
1,858
The company had no tangible fixed assets at 31 March 2024 or 31 March 2023.
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 35 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Investments in subsidiaries
15
-
0
-
0
714
350
Movements in fixed asset investments
Company
Shares in subsidiaries
£000
Cost or valuation
At 1 April 2023
350
Capital contribution
364
At 31 March 2024
714
Carrying amount
At 31 March 2024
714
At 31 March 2023
350
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 36 -
15
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 Group Limited
One, St.Peters Square, Manchester, England, M2 3DE
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 Ltd.
5 Cults Business Park, Station Road, Cults, Aberdeen, AB15 9PE.
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
APEX Bidco Limited
One, St.Peters Square, Manchester, England, M2 3DE
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
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
15
Subsidiaries
(Continued)
- 37 -

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

16
Financial instruments
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
10
246
-
-
Carrying amount of financial liabilities
Instruments measured at fair value through profit or loss
10
46
-
-

Derivative financial assets

The derivative financial asset at the reporting date is in relation to an interest rate swap. The Group 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 20) at 4.97%. The agreement was entered into in December 2023, was effective from 1 January 2024, and expired 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.

 

Derivative financial liabilities

The derivative financial liability at the reporting date is in relation to foreign exchange forward contracts and options. The Group entered into various foreign exchange forward contracts and options and at the reporting date contracts and options remain with maturities from 24 April 2024 to 24 September 2024, to sell up to 1.455m EUR and 2.865m USD and buy GBP. The forward contracts and options are financial instruments carried at fair value through profit and loss. Fair value is calculated using readily observable market prices. Hedge accounting is not used.

17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
14,636
12,933
-
0
-
0
Corporation tax recoverable
-
0
59
-
0
-
0
Amounts owed by group undertakings
-
-
208
104
Derivative financial instruments
10
246
-
-
Other debtors
603
896
550
531
Prepayments and accrued income
2,950
736
-
0
-
0
18,199
14,870
758
635
Deferred tax asset (note 21)
1,171
43
-
0
-
0
19,370
14,913
758
635
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
17
Debtors
(Continued)
- 38 -

Trade debtors are stated net of provision for doubtful debt of £4.0m (2023 - £Nil).

 

Amounts owed by group undertakings to the company are interest free and repayable on demand with no fixed repayment terms.

18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Trade creditors
3,690
1,447
-
0
-
0
Corporation tax payable
993
-
0
-
0
-
0
Other taxation and social security
1,655
995
-
-
Derivative financial instruments
10
46
-
0
-
0
Other creditors
7,116
688
52
81
Accruals and deferred income
1,617
4,667
-
0
-
0
15,081
7,843
52
81

Included in other creditors is £4,842k (2023 - £457k) relating to deferred consideration due in respect of the Group's business combinations (see note 26 and 28).

19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Loan notes
20
76,076
70,196
-
0
-
0
Bank loans and overdrafts
20
73,563
50,000
-
0
-
0
149,639
120,196
-
-
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Loan notes
76,076
70,196
-
0
-
0
Bank loans
73,563
50,000
-
0
-
0
149,639
120,196
-
-
Payable after one year
149,639
120,196
-
0
-
0
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
20
Loans and overdrafts
(Continued)
- 39 -

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 Group. Interest is payable quarterly and the principal is repayable in a single bullet repayment on 24 January 2027. The lending bank has security over the assets of all material companies in the Group.

The loan notes were issued on 24 January 2020 and are redeemable at par together with accrued interest on 22 January 2027. All loan notes accrue interest at a fixed rate of 8% per annum.

A breakdown of the balance at the reporting date by loan note is outlined below:

 

 

Loan notes

Currency

Nominal

interest rate (p/a)

Year

of maturity

Carrying value

at 31 March 2024

Carrying value

at 31 March 2023

 

 

 

 

 

 

A loan notes

GBP

8%

2027

8,389

7,740

B1 loan notes

GBP

8%

2027

33,501

30,916

B2 loan notes

GBP

8%

2027

34,186

31,540

 

 

 

 

 

 

 

 

 

 

76,076

70,196

 

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the Group and company, and movements thereon:

Assets
Assets
2024
2023
Group
£000
£000
Decelerated capital allowances
46
11
Other short term timing differences
1,125
32
1,171
43
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£000
£000
Asset at 1 April 2023
(43)
-
Credit to profit or loss
(1,128)
-
Asset at 31 March 2024
(1,171)
-
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 40 -
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
750
665

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.

 

Included within other creditors due within one year are pension contributions payable of £88k (2023 - £85k).

23
Share-based payment transactions

Certain employees of the Group participate in a share-based payment arrangement granted to the Group's employees by the parent company, APEX Topco Limited. Accordingly, a total of 15,590 C2 Ordinary Shares have been issued at prices of £65 and £148 per share which represent a discount to fair value at the date of issue. These shares represent an equity-settled share-based payment on application of FRS 102 and allow participation in the sale proceeds of the parent company upon an exit event in accordance with the investment agreement. The recognition period for the share-based payment is estimated to be 3 years based on industry norms.

The Group employed a Capital Asset Pricing Methodology in applying an appropriate discount rate to expected returns over an assumed exit horizon.

The total charge for the year relating to equity-settled share-based payment plans was £364,000 (2023 - £302,000).

24
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
47,569
47,569
476
476
B Ordinary shares of 1p each
37,431
37,431
374
374
C1 Ordinary shares of 1p each
1,500
1,500
15
15
C2 Ordinary shares of 1p each
12,590
11,760
126
118
C3 Ordinary shares of 1p each
370
-
4
-
99,460
98,260
995
983
2024
2023
£000
£000
Total equity share capital (rounded £000's)
1
1
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
24
Share capital
(Continued)
- 41 -

The following movements in share capital have been reflected in the current year:

 

 

The A and B Ordinary shares have attached full voting, dividend and capital distribution rights although confer no right of redemption.

 

The C1 and C2 Ordinary shares have attached full voting and dividend rights as well as capital distribution rights subject to certain restrictions in respect of the allocation of assets. Neither the C1 or C2 Ordinary shares have any right of redemption.

 

1,000 C2 Ordinary shares are held by an Employee Benefit Trust (“EBT”) for the benefit of certain directors and employees of the Group. Although the EBT has separate legal standing and is not legally controlled by the Group, it is considered to be under the de facto control of the Group in accordance with FRS 102 s9.33, and it is therefore accounted for as such, with these shares accounted for as though they had been purchased by the Group. An amount of £65,000 has been deducted from equity in relation to this representing the present value of the consideration on the shares still due.

25
Reserves
Share premium

The share premium account represents the premium arising on the issue of shares net of issue costs. The time value of money is taken into consideration in accounting for share issues with deferred payment terms.

Own shares

The own share reserves represents 1,000 C2 Ordinary shares held by an Employee Benefit Trust (“EBT”) which has been accounted for in accordance with FRS 102 s9.33. Further details are outlined at note 24.

Profit and loss reserves

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

26
Acquisition of a business

On 19 October 2023 the Group acquired 100 percent of the issued capital of Limes International B.V. and Miles International Payrolling B.V..

Book Value
Adjustments
Fair Value
Net assets acquired
£000
£000
£000
Tangible fixed assets
288
-
288
Trade and other debtors
6,441
-
6,441
Cash and cash equivalents
1,504
-
1,504
Trade and other creditors
(6,321)
-
(6,321)
Total identifiable net assets
1,912
-
1,912
Goodwill
27,005
Total consideration
28,917
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
26
Acquisition of a business
(Continued)
- 42 -
The consideration was satisfied by:
£000
Cash
23,655
Deferred Consideration
4,668
Legal and professional fees
594
28,917
Deferred consideration is €6m payable 12 months from the acquisition date and is included, after discounting for the time value of money, within other creditors at the reporting date. Agreement has been reached post year end to further defer part of the consideration due in October 2024, to October 2025.
Contribution by the acquired business for the reporting period included in the Group statement of comprehensive income since acquisition:
£000
Turnover
4,191
Profit after tax
521
27
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Within one year
1,087
846
-
-
Between two and five years
2,935
1,156
-
-
In over five years
2,410
342
-
-
6,432
2,344
-
-
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 43 -
28
Events after the reporting date

Shareholder capital injection:

On 28 May 2025, the Group received a capital injection of £7.5 million via an intercompany loan from activpayroll Group Ltd. This funding was facilitated by the issue of new loan notes by activpayroll Group Ltd to existing shareholders. The proceeds were subsequently made available to activpayroll Ltd as part of the Group’s broader liquidity and investment strategy.

 

This post year-end funding has significantly strengthened the Group’s liquidity position and will support continued operational investment, product development, and the integration of recent acquisitions. The event is considered non-adjusting, as it relates to conditions that arose after the balance sheet date, and therefore no adjustments have been made to the financial statements as at 31 March 2024.

 

Renegotiation of facilities:

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.

 

Deferred Consideration:

Agreement has been reached post year end to further defer part of the consideration in relation to the acquisition of Limes International BV due in October 2024, to October 2025. The EUR3m deferred has resulted in an additional EUR 0.6m settlement.

29
Related party transactions
Transactions with related parties

Remuneration paid to key management personnel in the year was £1,664k (2023 - £1,569k).

 

The Group 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.

30
Controlling party

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.

APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 44 -
31
Cash generated from group operations
2024
2023
£000
£000
Loss for the year after tax
(19,972)
(11,343)
Adjustments for:
Taxation charged
475
1,704
Finance costs
13,076
9,599
Investment income
(19)
(1)
Amortisation and impairment of intangible assets
11,536
10,120
Depreciation and impairment of tangible fixed assets
678
322
Equity settled share based payment expense
364
302
Movements in working capital:
Decrease/(increase) in debtors
2,836
(5,992)
(Decrease)/increase in creditors
(4,264)
2,335
Cash generated from operations
4,710
7,046
APEX TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 45 -
32
Analysis of changes in net debt - group
1 April 2023
Cash flows
Acquisitions and disposals
Other non-cash changes
Exchange rate movements
31 March 2024
£000
£000
£000
£000
£000
£000
Cash at bank and in hand
6,180
(4,646)
1,504
-
(508)
2,530
Borrowings excluding overdrafts
(120,196)
(23,457)
-
(5,986)
-
(149,639)
(114,016)
(28,103)
1,504
(5,986)
(508)
(147,109)
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