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Registered number:
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS BIDCO LIMITED
COMPANY INFORMATION
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AGILITAS BIDCO LIMITED
CONTENTS
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AGILITAS BIDCO LIMITED
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.
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AGILITAS BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
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.
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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.
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.
The directors who served during the year were:
Future developments are included in the Strategic report.
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.
There have been no significant events affecting the Company since the year end.
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AGILITAS BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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AGILITAS BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS BIDCO LIMITED
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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to note 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.
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.
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AGILITAS BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS BIDCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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AGILITAS BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS BIDCO LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the Company and industry, we identify the key laws and regulations affecting the Company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to: • management bias in respect of accounting estimates and judgements made; • management override of control; • posting of unusual journals or transactions. We focussed on those areas that could give rise to a material misstatement in the Company financial statements. Our procedures included, but were not limited to: • enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud. • reviewing minutes of meetings of those charged with governance where available. • reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud. • reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; • performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. In particular, 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.
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AGILITAS BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS BIDCO LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
2 Lace Market Square
NG1 1PB
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AGILITAS BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS BIDCO LIMITED
REGISTERED NUMBER: 13017066
BALANCE SHEET
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 24 form part of these financial statements.
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AGILITAS BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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
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:
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.
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.
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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.
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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.
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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.
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.
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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. 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.
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
10.Taxation (continued)
There were no factors that may affect future tax charges.
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Profit and loss account
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.
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.
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.
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AGILITAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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.
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