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Registered number: 13017066










AGILITAS BIDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
AGILITAS BIDCO LIMITED
 

COMPANY INFORMATION


Directors
M Blower 
C S Pape 
M R G Dixon 
J Hayes-Warren (appointed 23 November 2023, resigned 11 June 2024)
K Patole (appointed 20 December 2024)
S Wilkes (appointed 10 January 2025)




Registered number
13017066



Registered office
Solutions House
6 Glaisdale Parkway

Nottingham

NG8 4GP




Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

2 Lace Market Square

Nottingham

NG1 1PB





 
AGILITAS BIDCO LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 24


 
AGILITAS BIDCO LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present the strategic report for the year ended 31 March 2024.
 
Fair review of the business
We aim to present a balanced view of the performance of our business during the year and its position at 31 March 2024. Our review is consistent with the size and nature of our business and is written in the context of the risks and uncertainties we face.
History
On 13 November 2020 the company was created as a subsidiary of Agilitas Midco Limited. 
On 27 November 2020, the company acquired control of Agilitas IT Holdings Limited and its trading subsidiary.
The Agilitas group of companies (or "the group") has an established position delivering IT solutions across workspace, server, storage and networking technologies to over 500 channel partners to over 60 countries throughout the world.
Trading and the future
The company did not trade externally during the current or prior year as it acts as a management and intermediary holding company.
The company will continue to operate as a management and intermediary holding company in the future.
There are no specific KPls for the company. KPls are set on a group basis, details of which can be found in the consolidated financial statements of the company's ultimate parent company, Agilitas Topco Limited, which are available from Companies House.
On 20 December 2024, the Company and its immediate parent, Agilitas Midco Limited, entered into a facility amendment agreement with its lenders that resets financial covenants based on the group's financial forecast that predicts that the business' operations will return to a positive EBITDA in the year ending 31 March 2026. The group has also been working constructively with its investors and, as part of the facility amendment, new funding has been provided to the group to provide sufficient liquidity and headroom for the business to deliver its plans.

Going concern
The financial statements for the period ending 31 March 2024 have been prepared on the basis that the Company will continue as a going concern - see note 2.4. 
In January 2022, the Company’s trading subsidiary undertaking, Agilitas IT Solutions Limited (AITSL) received notice from its largest customer regarding the termination of certain statements of work on 31 March 2022. Since that date, and in the subsequent years that have followed, revenues have further contracted, resulting in AITSL reporting losses and experiencing negative cashflows. 
Over the past three years, the directors have been working on a number of strategies to reposition the business for growth but this has been in the face of significant challenges. These challenges have continued during the year to 31 March 2025, and a further decline in the business has been experienced. However, during the early part of 2025, AITSL has started to achieve revised revenue forecasts, and is fully focussed on its customers, service levels, operations and employees. 
The financial forecast anticipates that revenues will grow during the year to 31 March 2026, and a return to a profitable EBITDA will be experienced. 
As part of their assessment of going concern, the directors have considered a period in excess of 12 months from the date of approval of the financial statements and the directors believe that the Company will continue as a going concern should the expected turnover and EBITDA levels of AITSL be achieved, with the senior lenders and investors continuing to be supportive throughout this period. Given this, the directors have determined that the going concern basis of preparing the financial statements is appropriate. 

Page 1

 
AGILITAS BIDCO LIMITED
 

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

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


On behalf of the board.





................................................
M R G Dixon
Director

Date: 9 June 2025

Page 2

 
AGILITAS BIDCO LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

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

Principal activity

The principal activity of the Company was that of a holding company.

Results and dividends

The loss for the year, after taxation, amounted to £51,368k (2023 - loss of £21,826k).

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

Directors

The directors who served during the year were:

M Blower 
C S Pape 
M R G Dixon 
J Hayes-Warren (appointed 23 November 2023, resigned 11 June 2024)

Future developments

Future developments are included in the Strategic report.

Financial instruments

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

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.

Disclosure of information to auditors

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

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

Post balance sheet events

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










Page 3

 
AGILITAS BIDCO LIMITED
 

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

Auditors

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

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





................................................
M R G Dixon
Director

Date: 9 June 2025

Page 4

 
AGILITAS BIDCO LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

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

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

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

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

make judgments and accounting estimates that are reasonable and prudent;


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

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

Page 5

 
AGILITAS BIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS BIDCO LIMITED
 

Opinion


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


In our opinion the financial statements:


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


Basis for opinion


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


Emphasis of matter


We draw attention to note 3 of the financial statements, which describes the basis on which an impairment loss has been considered necessary in respect of the Company’s investment in its subsidiary undertakings. Our opinion is not modified in respect of this matter.


Material uncertainty related to going concern


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


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


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


Page 6

 
AGILITAS BIDCO LIMITED
 

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


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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

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


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


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 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.











Page 7

 
AGILITAS BIDCO LIMITED
 

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


Auditors' responsibilities for the audit of the financial statements
 

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


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

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


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


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


Page 8

 
AGILITAS BIDCO LIMITED
 

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


Use of our report
 

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





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

9 June 2025
Page 9

 
AGILITAS BIDCO LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£000
£000

  

Administrative expenses
  
(630)
(881)

Exceptional administrative expenses
 11 
(39,557)
(12,267)

Other operating income
 4 
-
464

Operating loss
  
(40,187)
(12,684)

Interest receivable and similar income
 8 
490
608

Interest payable and similar expenses
 9 
(11,671)
(9,750)

Loss before tax
  
(51,368)
(21,826)

Loss for the financial year
  
(51,368)
(21,826)

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

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

The notes on pages 13 to 24 form part of these financial statements.

Page 10

 
AGILITAS BIDCO LIMITED
REGISTERED NUMBER: 13017066

BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£000
£000

Fixed assets
  

Investments
 12 
-
34,574

  
-
34,574

Current assets
  

Debtors: amounts falling due within one year
 13 
6,080
8,110

Cash at bank and in hand
 14 
2,082
1,679

  
8,162
9,789

Creditors: amounts falling due within one year
 15 
(94,075)
(81,753)

Net current liabilities
  
 
 
(85,913)
 
 
(71,964)

Total assets less current liabilities
  
(85,913)
(37,390)

Creditors: amounts falling due after more than one year
 16 
(38,049)
(35,204)

  

Net liabilities
  
(123,962)
(72,594)


Capital and reserves
  

Profit and loss account
 19 
(123,962)
(72,594)

  
(123,962)
(72,594)


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




................................................
M R G Dixon
Director

Date: 9 June 2025

The notes on pages 13 to 24 form part of these financial statements.

Page 11

 
AGILITAS BIDCO LIMITED
 

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


Profit and loss account
Total equity

£000
£000


At 1 April 2022
(50,768)
(50,768)



Loss for the year
(21,826)
(21,826)



At 1 April 2023
(72,594)
(72,594)



Loss for the year
(51,368)
(51,368)


At 31 March 2024
(123,962)
(123,962)


The notes on pages 13 to 24 form part of these financial statements.

Page 12

 
AGILITAS BIDCO LIMITED
 

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

1.


General information

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

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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

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

 
2.3

Exemption from preparing consolidated financial statements

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

Page 13

 
AGILITAS BIDCO LIMITED
 

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

2.Accounting policies (continued)

 
2.4

Going concern

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

Page 14

 
AGILITAS BIDCO LIMITED
 

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

2.Accounting policies (continued)

  
2.5

Impairment of non-financial assets

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

 
2.6

Interest income

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

 
2.7

Finance costs

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

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Exceptional items

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

Page 15

 
AGILITAS BIDCO LIMITED
 

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

2.Accounting policies (continued)

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less impairment

 
2.11

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the Statement of compehensive income in other administrative expenses.

 
2.12

Cash and cash equivalents

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

 
2.13

Provision for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

 
2.14

Financial instruments

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


Page 16

 
AGILITAS BIDCO LIMITED
 

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

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:
Fixed asset investments
Fixed asset investments are assessed at each balance sheet date for any indication of impairment. The fixed investment represents the Company’s purchase consideration of its wholly owned subsidiary undertakings, Agilitas IT Solutions Limited (AITSL) and Agilitas IT Holdings Limited (AITHL). 
Where an indication of impairment is identified, the recoverable value requires estimation. This requires estimation of the future cash flows of AITSL and AITHL and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
During the year to 31 March 2024, AITSL has experienced losses and negative cashflows, due to, but not limited to a number of challenges and restructuring of operations in the face of a significant contraction of revenue. Whilst there has been an improved performance in the year ended 31 March 2025, in respect of EBITDA, revenue has suffered further contraction and overall losses are reported subsequent to the year-end. 

In assessing the carrying value of the investment, the Directors have paid due regard to the recent trading performance of AITSL and forecast information. Specifically, the Directors have considered the extent to which forecast information can be adequately supported, given the prevailing conditions, to support the carrying value of the investment in full, or in part. 
The Directors have determined that as at 31 March 2024, there was insufficient evidence to determine any value other than £nil in respect of the carrying value of the investment. As a result, a full impairment has been made.
Amounts owed by group undertakings
As at 31 March 2024 the Company is owed £7,996k by one of its subsidiary undertakings in the Group, which does not trade, and conversely the Company owes that undertaking £1,640k. The debtor balance has been provided against by £4,983k, resulting in net position due of £1,374k, as this is the extent to which the balance is considered recoverable.


4.


Other operating income

2024
2023
£000
£000

Other operating income
-
464


Page 17

 
AGILITAS BIDCO LIMITED
 

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

5.


Auditors' remuneration

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


2024
2023
£000
£000

Fees payable to the Company's auditors for the audit of the Company's financial statements
6
6

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


6.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£000
£000

Wages and salaries
-
352

Social security costs
-
57

Cost of defined contribution scheme
-
8

-
417


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







-
3


7.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
-
126

Company contributions to defined contribution pension schemes
-
8

-
134


During the year retirement benefits were accruing to no directors (2023 - 1) in respect of defined contribution pension schemes.

Page 18

 
AGILITAS BIDCO LIMITED
 

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

8.


Interest receivable

2024
2023
£000
£000


Interest receivable from group undertakings
490
608


9.


Interest payable and similar expenses

2024
2023
£000
£000


Bank interest payable
5,457
3,764

Interest payable to group undertakings
5,973
5,691

Amortisation of debt fees
241
295

11,671
9,750


10.


Taxation


2024
2023
£000
£000



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-
Page 19

 
AGILITAS BIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

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

2024
2023
£000
£000


Loss on ordinary activities before tax
(51,368)
(21,826)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(12,842)
(4,147)

Effects of:


Expenses not deductible for tax purposes
10,836
564

Other permanent differences
-
(48)

Remeasurement of deferred tax for changes in tax rates
-
(1,146)

Movement in deferred tax not recognised
516
4,777

Group relief
1,490
-

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


11.


Exceptional items

2024
2023
£000
£000


Impairment of investment
34,574
12,267

Impairment of amounts owed by group undertakings
4,983
-

39,557
12,267

Page 20

 
AGILITAS BIDCO LIMITED
 

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

12.


Fixed asset investments





Investments in subsidiary companies

£000



Cost 


At 1 April 2023
86,766



At 31 March 2024

86,766



Impairment


At 1 April 2023
52,192


Charge for the period
34,574



At 31 March 2024

86,766



Net book value



At 31 March 2024
-



At 31 March 2023
34,574


13.


Debtors

2024
2023
£000
£000


Amounts owed by group undertakings
6,056
8,071

Other debtors
24
39

6,080
8,110


Amounts owed by group undertakings includes a loan balance of £3,014k (2023 - £7,506k) to Agilitas IT Holdings Limited. The loan incurs interest at 10% and is repayable on demand. 


14.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
2,082
1,679


Page 21

 
AGILITAS BIDCO LIMITED
 

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

15.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Other loans
3,776
3,702

Trade creditors
246
358

Amounts owed to group undertakings
88,293
75,919

Accruals and deferred income
1,760
1,774

94,075
81,753


Amounts owed to group undertakings includes a loan balance of £81,453k (2023 - £69,980k) to Agilitas Midco Limited. The loan incurs interest at 10% and is repayable on demand. 


16.


Creditors: Amounts falling due after more than one year

2024
2023
£000
£000

Other loans
38,049
35,204


Other loans relates to a Facilty B loan of £36,000k from KASS Unlevered S.à.r.l issued on 27 November 2020.


17.


Financial instruments

2024
2023
£000
£000

Financial assets


Financial assets measured at amortised cost
11,063
8,110


Financial liabilities


Financial liabilities measured at amortised cost
(130,364)
(115,183)


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


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

Page 22

 
AGILITAS BIDCO LIMITED
 

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

18.


Share capital

2024
2023
£000
£000
Authorised, allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
-
-



19.


Reserves

Profit and loss account

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


20.


Contingent liabilities

The Company is currently involved in a complex legal dispute for which no provision has been made in the financial statements. Having taken appropriate legal advice, the risk of any settlement by the Company is considered unlikely and in any event, any potential outcome by way of settlement, cannot be quantified at the date of approval of the financial statements. Due to the nature of the case, disclosure of the subject matter would seriously prejudice the position of the Company and to that end, no further disclosure has been made, as permitted by section 21.17 of FRS 102. 


21.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held
separately from those of the Company in an independently administered fund. The pension cost charge
represents contributions payable by the Company to the fund and amounted to £Nil 
(2023 - £14k).
Contributions totalling £Nil 
(2023 - £Nil) were payable to the fund at the balance sheet date.


22.


Related party transactions

The Company has taken advantage of the exemption under FRS102 Section 33.1A Related Party Disclosures from disclosing transactions with other wholly owned members of the group. 
At 31 March 2024, there is an amount of £202k 
(2023 - £235k) due to a company with a Director in common included in trade creditors.


23.Guarantees

On 27 November 2020, the company and other group companies entered into an accession deed with Kroll Trustee Services Limited who are acting in their capacity as agent and trustee. 

Page 23

 
AGILITAS BIDCO LIMITED
 

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

24.


Controlling party

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

Page 24