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Registered number: 13001517










AGILITAS TOPCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
AGILITAS TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
M Blower 
C S Pape 
M R G Dixon 




Registered number
13001517



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 TOPCO LIMITED
 

CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditors' report
7 - 10
Consolidated statement of comprehensive income
11
Consolidated balance sheet
12
Company balance sheet
13
Consolidated statement of changes in equity
14
Company statement of changes in equity
15
Consolidated statement of cash flows
16
Notes to the financial statements
17 - 38


 
AGILITAS TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The directors present the strategic report for the year ended 31 March 2024.

Business review
 
The financial year ended 31 March 2024 was a year of stabilisation, after the year ended 31 March 2023, during which the Group received notice from its largest customer regarding the termination of certain statements of work. During the year ended 31 March 2024, revenues contracted to £13,039k (2023: £17,713k). Throughout the period the Group focused on its customers, service levels and employees and the directors believe that the fundamentals to grow the business are now firmly in place.
Increasing interest rates and inflationary pressures continued to impact on the business as they have for many businesses across the UK and EU. As a result, on 20 December 2024, the group's subsidiary, Agilitas Midco Limited, entered into a facility amendment agreement with its lenders that resets financial covenants based on the group's financial forecast that predicts that the business' operations will return to a positive EBITDA in the year ending 31 March 2026. The group has also been working constructively with its investors and, as part of the facility amendment, new funding has been provided to the group to provide sufficient liquidity and headroom for the business to deliver its plans.
We expect activity levels to continue to be in transition as we widen our customer base through the year ending 31 March 2026 which will leave the Group well positioned to deliver growth thereafter.

Principal risks and uncertainties
 
Competitive pressures in the market produce risks for both our customers and the Group. The Group manages these risks by constantly reviewing market conditions, cost areas and by ensuring rapid responses to any changes in market and customer needs. Credit risk and cash flow risk are regularly monitored by reference to aged debts and weekly cash flow forecasts, respectively.
The Group has sales and purchases in Europe and the US and is therefore exposed to currency risk. This is negated by having currency bank accounts so sales and purchases can be made in local currency off setting any risk. Any excess currency can be held and sold when the rate is favourable or forward contracts are placed where appropriate.
The potential risk of reliance on a handful of key customers is being addressed by broadening our customer base. Client relationship management is critical to ensuring proper delivery of services, the renewal of contracts and mitigation of the impact of early termination. We actively manage customer and contract churn and continue to develop our customer offering and service delivery, with a particular focus on securing new customer relationships.
The Group manages commercial and operational risks by ensuring appropriate operational policies are implemented and adopted. All new contracts are subject to legal, commercial, operational and financial sign off appropriate to their scale and complexity.

Page 1

 
AGILITAS TOPCO LIMITED
 

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

Financial key performance indicators
 
The Group’s key financial and other performance indicators, as used by management in reviewing the performance of the business, are as follows:
ole1fef.png

Note: EBITDA excludes the loss on disposal of tangible fixed assets.

Other key performance indicators
 
We recognise that continual improvement could not be delivered without a market leading team of people. Our colleagues are the key to our success, and consequently, we constantly strive to improve the working environment in which our colleagues operate. During the year we have prioritised and focused on employee engagement and retention with a broad range of actions and our people strategy is a key parameter of our future growth.
Going concern
The financial statements for the period ending 31 March 2024 have been prepared on the basis that the Group will continue as a going concern - see note 2.3.
In January 2022, the Group’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 Group 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 2

 
AGILITAS TOPCO LIMITED
 

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

Future developments
The Group continues to grow its pipeline of sales opportunities extending into 2025 and beyond. The success of the Group depends upon its strategic direction focused around being 'easy to do business with' for its customers and partners. Underpinning this is a strategic and targeted marketing plan focused on creating demand and awareness across Agilitas' target markets. With the maintenance services sales cycle taking anywhere between 3 to 18 months to bear fruit, it is important that all touch points with relevant audiences are continually looking to build trust and reassurance during the buyers' journey.
Section 172 statement
The Directors of the Group are primarily responsible for promoting the long-term success of the Group by creating and delivering shareholder value and maintaining a high degree of corporate social responsibility. The Group seeks to achieve this by setting a strategy, monitoring performance against strategic objectives, and by reviewing results with its Executive Management Team (EMT).
The Directors have delegated authority for operational management to the EMT which in turn has focused on creating a culture which is motivated to deliver key business priorities, based around the Group’s core values of:
Passion
Respect
Innovate
Deliver
Embrace
The Directors place significant importance on the strength of the relationships with all the stakeholders to promote the sustainable success of the Group. To promote corporate social responsibility the Group has implemented numerous initiatives, like our VIP (Very Innovative Person) and Diversity and Inclusion to encourage employees to participate in charitable and community focused activities which directly benefits societies both on a local and International stage. These initiatives bring a sense of self-achievement and pride to our workplace, and as a result promote a highly productive workforce, motivated to achieve key business priorities.
We continue to forge relationships with our suppliers and gain accreditations where possible. These relationships operate at many levels from Board downwards. Agilitas recognises that “people buy from people” and despite the new online client portals, that this human to human people interaction is a key element of maintaining strong working relationships.


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




................................................
M R G Dixon
Director
Date: 10 June 2025

Page 3

 
AGILITAS TOPCO 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 is that of a holding company. The principal activity of the Group is the provision of digital economy inventory, technical support and training services to our digital channel clients, international partners and intermediaries.

Results and dividends

The loss for the year, after taxation, amounted to £41,917k (2023 - loss of £23,398k).

Dividends of £Nil (2023 - £Nil) were paid in the year.

Directors

The directors who served during the year were:

M Blower 
C S Pape 
M R G Dixon 

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.

Research and development activities

The Group continues to use its in-house development expertise to ensure that its systems are maintained and enhanced in line with the competitive market, remaining at the forefront of delivering a global service & logistical solution.
Where it is beneficial, the Group integrates with key suppliers and customers for seamless transactional activities.
Research activities form part of the general trading and therefore the costs are not separately identifiable.

Qualifying third party indemnity provisions

The Group and 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.

Matters covered in the Group strategic report

The Group and Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Strategic Report information required in Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008. Certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report. These matters relate to the business review, principal risks and uncertainties and future developments.

Page 4

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

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

As at 31 March 2024, a company within the Group was party to a contract with a supplier to secure multi-year services to align with multi-year contracts the company had with its customers. After the year end, a new agreement was made with the supplier, which novated the original contract. See note 30 for more detail.

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: 10 June 2025

Page 5

 
AGILITAS TOPCO LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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

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

make judgements and accounting estimates that are reasonable and prudent; and


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6

 
AGILITAS TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS TOPCO LIMITED
 

Opinion


We have audited the financial statements of Agilitas Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's 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 Group 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 impairment of goodwill and certain intangible assets. Our opinion is not modified in respect of this matter.


Material uncertainty related to going concern


We draw attention to note 2.3 of the financial statements, which indicates that the Group’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 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group'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 7

 
AGILITAS TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS TOPCO 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 6, 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 the 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 the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
AGILITAS TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS TOPCO 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 Group 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 Group and industry, we identify the key laws and regulations affecting the Group. 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 Group 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 those charged with governance where available;
reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud;
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. In particular, amortisation of goodwill, amortisation of other intangible assets and depreciation of tangible fixed assets.

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.


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


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


Page 9

 
AGILITAS TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS TOPCO 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

10 June 2025
Page 10

 
AGILITAS TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
13,039
17,713

Cost of sales
  
(7,449)
(8,484)

Gross profit
  
5,590
9,229

Administrative expenses
  
(16,028)
(16,376)

Exceptional items - other
 5 
(2,181)
(1,556)

Exceptional items - impairment of intangible assets
 13 
(19,634)
(5,988)

Operating loss
 6 
(32,253)
(14,691)

Interest payable and similar expenses
 10 
(12,735)
(10,327)

Loss before taxation
  
(44,988)
(25,018)

Tax on loss
 11 
3,071
1,620

Loss for the financial year
  
(41,917)
(23,398)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(41,917)
(23,398)

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

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

The notes on pages 17 to 38 form part of these financial statements.

Page 11

 
AGILITAS TOPCO LIMITED
REGISTERED NUMBER: 13001517

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£000
£000

Fixed assets
  

Intangible assets
 13 
4,328
29,465

Tangible assets
 14 
4,617
6,706

  
8,945
36,171

Current assets
  

Debtors: amounts falling due within one year
 16 
3,281
5,757

Cash at bank and in hand
 17 
2,258
2,961

  
5,539
8,718

Creditors: amounts falling due within one year
 18 
(13,704)
(14,301)

Net current liabilities
  
 
 
(8,165)
 
 
(5,583)

Total assets less current liabilities
  
780
30,588

Creditors: amounts falling due after more than one year
 19 
(117,286)
(102,411)

Deferred taxation
 21 
-
(3,735)

Other provisions
 22 
(2,733)
(1,764)

  
 
 
(2,733)
 
 
(5,499)

Net liabilities
  
(119,239)
(77,322)


Capital and reserves
  

Called up share capital 
 23 
20
20

Share premium account
 24 
1,932
1,932

Profit and loss account
 24 
(121,191)
(79,274)

  
(119,239)
(77,322)


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: 10 June 2025

The notes on pages 17 to 38 form part of these financial statements.

Page 12

 
AGILITAS TOPCO LIMITED
REGISTERED NUMBER: 13001517

COMPANY BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£000
£000

Fixed assets
  

Investments
 15 
-
-

Current assets
  

Debtors: amounts falling due within one year
 16 
13
25

Cash at bank and in hand
 17 
12
-

  
25
25

Creditors: amounts falling due within one year
 18 
(2,721)
(2,305)

Net current liabilities
  
 
 
(2,696)
 
 
(2,280)

Total assets less current liabilities
  
(2,696)
(2,280)

  

Creditors: amounts falling due after more than one year
 19 
(78,447)
(66,315)

  

Net liabilities
  
(81,143)
(68,595)


Capital and reserves
  

Called up share capital 
 23 
20
20

Share premium account
 24 
1,932
1,932

Profit and loss account
 24 
(83,095)
(70,547)

  
(81,143)
(68,595)


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: 10 June 2025

The notes on pages 17 to 38 form part of these financial statements.

Page 13

 
AGILITAS TOPCO LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£000
£000
£000
£000
£000


At 1 April 2022
20
1,932
(55,876)
(53,924)
(53,924)



Loss for the year
-
-
(23,398)
(23,398)
(23,398)



At 1 April 2023
20
1,932
(79,274)
(77,322)
(77,322)



Loss for the year
-
-
(41,917)
(41,917)
(41,917)


At 31 March 2024
20
1,932
(121,191)
(119,239)
(119,239)


The notes on pages 17 to 38 form part of these financial statements.

Page 14

 
AGILITAS TOPCO LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 April 2022
20
1,932
(55,576)
(53,624)



Loss for the year
-
-
(14,971)
(14,971)



At 1 April 2023
20
1,932
(70,547)
(68,595)



Loss for the year
-
-
(12,548)
(12,548)


At 31 March 2024
20
1,932
(83,095)
(81,143)


The notes on pages 17 to 38 form part of these financial statements.

Page 15

 
AGILITAS TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£000
£000

Cash flows from operating activities

Loss for the financial year
(41,917)
(23,398)

Adjustments for:

Amortisation of intangible assets
5,823
6,995

Depreciation of tangible assets
2,629
2,509

Impairment of tangible assets
1,341
-

Loss on disposal of tangible assets
1,441
2,903

Interest payable
12,735
10,327

Taxation charge
(3,071)
(1,409)

Decrease in debtors
1,812
571

Increase in creditors
11,359
4,883

Increase in provisions
969
1,596

Impairment of intangible assets
19,634
5,988

Corporation tax received
-
498

Net cash generated from operating activities

12,755
11,463


Cash flows from investing activities

Purchase of intangible fixed assets
(320)
(237)

Purchase of tangible fixed assets
(3,322)
(4,736)

Net cash from investing activities

(3,642)
(4,973)

Cash flows from financing activities

Movement on other loans
2,919
1,972

Interest payable
(12,735)
(10,327)

Net cash used in financing activities
(9,816)
(8,355)

Net (decrease) in cash and cash equivalents
(703)
(1,865)

Cash and cash equivalents at beginning of year
2,961
4,826

Cash and cash equivalents at the end of year
2,258
2,961


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,258
2,961


Page 16

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Agilitas Topco Limited is a private company limited by shares incorporated in England, United Kingdom. The address of the registered office is given in the company information page of these financial statements. The principal activity of the Company and the Group is given in the Directors' Report.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements have been prepared in Sterling which is the functional currency of the Group and are rounded to the nearest £'000.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The significant accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied to all years presented unless otherwise stated.

 
2.2

Basis of consolidation

The group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 March 2024.
Subsidiary undertakings are included using the acquisition method of accounting. Under this method the Consolidated statement of comprehensive income and statement of cash flows include the results and cash flows of subsidiaries from the date of acquisition to the date of sale outside the group in the case of disposals of subsidiaries. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.
No Statement of comprehensive income is presented for the Company as permitted by Section 408 of the Companies Act 2006.

 
2.3

Going concern

In January 2022, the Group’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.
 
Page 17

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.3
Going concern (continued)

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 Group 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 Group 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.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 18

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic life of 5 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.6

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.

 
2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 19

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.8

Intangible assets

Goodwill and business combinations

Business combinations are accounted for by applying the purchase method. The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction. On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured, they are disclosed on the same basis as other contingent liabilities.
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the Group’s interest in the identifiable net assets, liabilities and contingent liabilities acquired. On acquisition, goodwill is allocated to cash-generating units (‘CGU’s’) that are expected to benefit from the combination. Goodwill is amortised over its expected useful life which is estimated to be twenty years on a straight-line basis to the Statement of comprehensive income. Goodwill is assessed for impairment when there are indicators of impairment, and any impairment is charged to the Statement of comprehensive income. No reversals of impairment are recognised.

Other intangible assets

Intangible assets are initially recognised at cost, comprising all directly attributable costs, including employee benefits. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life of 5 - 10 years. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset may be impaired. If there is such an indication the recoverable amount of the asset is compared to the carrying amount of the asset. 
The recoverable amount of the asset is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset’s continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset. 
If the recoverable amount of the asset is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the Statement of comprehensive income, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in the Statement of comprehensive income. 
If an impairment loss is subsequently reversed, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the Statement of comprehensive income.

Page 20

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
20%
per annum
Warehouse and workshop equipment
-
20%
per annum
Fixtures and fittings
-
20%
per annum
Computer and office equipment
-
20%
per annum
Critical spares and test rigs
-
20%
per annum

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.13

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 21

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.15

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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 liabilities


Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.



Page 22

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.16

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.17

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.18

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.19

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.20

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 23

 
AGILITAS TOPCO 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 revenue 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:
Amortisation and impairment of goodwill
Goodwill is considered to have a finite life and is amortised on a systematic basis over its expected useful life of 20 years. 
Goodwill is assessed at each balance sheet date for any indication of impairment. Where an indication of impairment is identified, the estimation of the recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows. No reversals of impairment are recognised.
During the year to 31 March 2024, the Group’s trading company, Agilitas IT Solutions Limited (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 goodwill, 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 £1.2m in respect of the carrying value of goodwill, which is also the amount of goodwill reported in the AITSL. As a result, a full impairment of the goodwill has been in respect of the goodwill recognised at the acquisition of the Group by Agilitas Topco Limited.
Amortisation and impairment of other intangible assets
Amortisation is recognised so as to write off the cost or valuation of the software and development costs over their expected useful life of 5 years.
Intangible assets are assessed at each balance sheet date for any indication of impairment. Where an indication of impairment is identified, the recoverable amount of the asset is compared to the carrying amount of the asset. If the recoverable amount of the asset is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. If an impairment loss is subsequently reversed, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of amortisation) had no impairment loss been recognised in prior periods.
Due to the prevailing trading and performance factors described above in respect of the impairment in goodwill, the Directors have determined that there is insufficient evidence to determine any value other than £nil in respect of the carrying value of marketing and customer contracts & relationships acquired at the time of the acquisition of the Group by Agilitas Top Co Limited. 

 
Page 24

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

3.Judgements in applying accounting policies (continued)

Depreciation of tangible fixed assets
Depreciation is allocated to assets on a systematic basis over their estimated useful life of 5 years.
Specifically, the assessment of the useful economic lives of critical spares requires judgement. Depreciation is charged to the Statement of comprehensive income based on the useful economic life of five years, for all items of critical spares. Critical spares include both purchased items and items that have been returned under supply agreements and successfully repaired. This requires an estimation of the period and profile over which the Group expects to consume the future economic benefits embodied in those assets.
As the trading subsidiary undertaking has experienced a contraction of revenues, an impairment of critical spares has been made of £1,341k.
Impairment of group debtors
Amounts owed by group undertakings are stated at recoverable amounts, after appropriate provision for bad or doubtful debts. Management consider balances to be recoverable if there is sufficient cash to repay the amounts.


4.


Turnover

2024
2023
£000
£000

United Kingdom
11,065
16,756

Rest of Europe
1,761
855

Rest of the World
213
102

13,039
17,713



5.


Exceptional items

2024
2023
£000
£000


Provision for onerous contract
(24)
1,556

Commission payable
508
-

Impairment of tangible fixed assets
1,341
-

Dilapidations provision
356
-

2,181
1,556

Page 25

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

6.


Operating loss

The operating loss is stated after charging:

2024
2023
£000
£000

Depreciation of tangible fixed assets
2,629
2,509

Amortisation of intangible assets
5,823
6,995

Impairment of intangible assets
19,634
5,988

Operating lease charges
346
377

Exchange differences
32
(9)

Loss on disposal of tangible fixed assets
1,441
2,903


7.


Auditors' remuneration

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


2024
2023
£000
£000

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

Fees payable to the Group's auditors for the audit of the subsidiaries' annual financial statements
50
51

Fees payable to the Group's auditors in respect of:

All other services
21
19

Page 26

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

8.


Employees

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

2024
2023
£000
£000
Wages and salaries

4,955

4,821
 
Social security costs

429

535
 
Pension costs

162

176
 
5,546

5,532
 

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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Production
46
45
-
-



Administration
58
75
-
3



Sales
12
11
-
-

116
131
0
3


9.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
767
689

Group contributions to defined contribution pension schemes
46
40

813
729


During the year retirement benefits were accruing to no directors (2023 - 8) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £235k (2023 - £126k).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £Nil (2023 - £8k).

Page 27

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Interest payable and similar expenses

2024
2023
£000
£000


Bank interest payable
5,457
3,764

Other interest
7,037
6,268

Amortisation of debt fees
241
295

12,735
10,327


11.


Taxation


2024
2023
£000
£000



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(3,071)
(1,311)

Adjustments in respect of previous periods
-
(309)

Total deferred tax
(3,071)
(1,620)


Taxation on loss on ordinary activities
(3,071)
(1,620)
Page 28

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
11.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
(44,988)
(25,018)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(11,247)
(4,753)

Effects of:


Expenses not deductible for tax purposes
9,278
145

Adjustments to tax charge in respect of prior periods
-
(309)

Fixed asset differences
(343)
(153)

Other permanent differences
-
(48)

Remeasurement of deferred tax for changes in tax rates
-
(1,465)

Movement in deferred tax not recognised
(759)
4,963

Total tax charge for the year
(3,071)
(1,620)

Factors that may affect future tax charges
There were no factors that may affect future tax charges.


12.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £12,548k (2023 - loss of £14,971k).

Page 29

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.


Intangible assets

Group





Customer contracts & relationships
Software & development costs
Marketing
Technology
Goodwill
Total

£000
£000
£000
£000
£000
£000



Cost


At 1 April 2023
16,798
1,490
2,005
6,615
63,034
89,942


Additions
-
320
-
-
-
320



At 31 March 2024

16,798
1,810
2,005
6,615
63,034
90,262



Amortisation


At 1 April 2023
10,462
581
469
3,087
45,878
60,477


Charge for the year
1,728
328
201
1,323
2,243
5,823


Impairment charge
4,608
-
1,335
-
13,691
19,634



At 31 March 2024

16,798
909
2,005
4,410
61,812
85,934



Net book value



At 31 March 2024
-
901
-
2,205
1,222
4,328



At 31 March 2023
6,336
909
1,536
3,528
17,156
29,465

The Company had no intangible assets at 31 March 2024 (2023 - £Nil).



Page 30

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

14.


Tangible fixed assets

Group






Leasehold improvements
Warehouse and workshop equipment
Fixtures and fittings
Computer and office equipment
Critical spares and test rigs
Total

£000
£000
£000
£000
£000
£000



Cost


At 1 April 2023
562
96
432
390
14,668
16,148


Additions
-
8
17
13
3,284
3,322


Disposals
-
-
-
-
(2,340)
(2,340)


Impairment
-
-
-
-
(1,341)
(1,341)



At 31 March 2024

562
104
449
403
14,271
15,789



Depreciation


At 1 April 2023
406
67
313
304
8,352
9,442


Charge for the year
73
12
67
41
2,436
2,629


Disposals
-
-
-
-
(899)
(899)



At 31 March 2024

479
79
380
345
9,889
11,172



Net book value



At 31 March 2024
83
25
69
58
4,382
4,617



At 31 March 2023
157
29
119
86
6,316
6,707

The Company had no tangible fixed assets at 31 March 2024 (2023 - £Nil).

Page 31

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.


Fixed asset investments


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Agilitas Midco Limited
Holding company
Ordinary
100%
Agilitas Bidco Limited (indirectly held)
Holding company
Ordinary
100%
Agilitas IT Holdings Limited (indirectly held)
Holding company
Ordinary
100%
Agilitas IT Solutions Limited (indirectly held)
Provision of digital economy inventory, technical support and training services
Ordinary
100%

The registered office of all the above subsidiary undertakings is Solutions House, 6 Glaisdale Parkway, Nottingham, NG8 4GP.
All of the above subsidiary undertakings are included in the consolidation.


16.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000


Trade debtors
2,214
3,460
-
-

Other debtors
135
75
13
25

Prepayments and accrued income
932
1,558
-
-

Deferred taxation
-
664
-
-

3,281
5,757
13
25


Trade debtors are stated after provisions for impairment of £342k (2023 - £71k).
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.


17.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Cash at bank and in hand
2,258
2,961
12
-


The Company had no cash at 31 March 2023.

Page 32

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Other loans
3,776
3,702
-
-

Trade creditors
2,060
2,191
-
-

Corporation tax
48
48
-
-

Other taxation and social security
281
139
-
-

Other creditors
52
527
-
-

Accruals and deferred income
7,487
7,694
2,721
2,305

13,704
14,301
2,721
2,305


Included in other loans is a revolving credit facility from Barclays Bank PLC, which the Group utilised £3,800k of the £4,000k facility on 31 March 2024. Interest is charged at a rate of at least 6.5%. The facility has a 3 year term, with a commencement date of 19 July 2021. The facility is secured by a fixed and floating charge over the assets of companies within the group.
Directly related finance costs of £220k (2023: £220k) have been capitalised which are being amortised on a straight line basis over 3 years. Amortisation of £74k (2023: £73k) was recognised in the year. Capitalised finance costs at the end of the year amounted to £24k (2023: £98k).


19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Other loans
38,049
35,204
-
-

Other creditors
78,447
66,315
78,447
66,315

Accruals and deferred income
790
892
-
-

117,286
102,411
78,447
66,315


Included in other loans is £36,000k (2023: £36,000k) in respect of a Facilty B loan from KASS Unlevered S.à.r.l issued on 27 November 2020. Interest is charged at a rate of at least 7% per annum plus SONIA. £359k (2023: £468k) of interest was accrued during the year. The Group is not required to repay any principal amounts of the loan in advance of 27 November 2026 when the loan is to be settled in full. The loan is secured by a fixed and floating charge over the assets of companies within the group.
Directly related finance costs of £1,424k (2023: £1,294k) have been capitalised which are being amortised on a straight line basis over 6 years. Amortisation of £212k (2023: £221k) was recognised in the year. Capitalised finance costs at the end of the year amounted to £714k (2023: £796k).

Page 33

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

20.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Financial assets

Financial assets measured at amortised cost
2,349
3,535
13
25


Financial liabilities

Financial liabilities measured at amortised cost
122,384
107,939
78,447
66,315


Financial assets measured at amortised cost comprise trade debtors and other debtors.


Financial liabilities measured at amortised cost comprise trade creditors, other loans and other creditors.


21.


Deferred taxation


Group



2024


£000






At beginning of year
(3,071)


Charged to profit or loss
221


Utilised in year
2,850



At end of year
-

Page 34

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
21.Deferred taxation (continued)

The deferred tax balance is made up as follows:

Group
Group
2024
2023
£000
£000

Fixed asset timing differences
(396)
(750)

Short term timing differences
6
-

Losses and other deductions
1,061
664

Intangible assets
(671)
(2,985)

-
(3,071)

Comprising:

Asset - due within one year
-
664

Liability
-
(3,735)

-
(3,071)


Page 35

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

22.


Provisions


Group



Provision for dilapidations
Provision for onerous contract
Other provision
Total

£000
£000
£000
£000





At 1 April 2023
208
1,556
-
1,764


Charged to profit or loss
356
-
638
994


Utilised in year
-
(24)
-
(24)



At 31 March 2024
564
1,532
638
2,734

Provision for dilapidations
As part of a leasing arrangement within the Group there is an obligation to repair damages which are incurred during the life of the lease, such as wear and tear. The cost is charged to profit and loss as the obligation arises. The provision is expected to be utilised in 2028, when the lease terminates.
Provision for onerous contract
A company within the Group entered into a contract with a supplier to secure multi-year services to align with multi-year contracts the company had with its customers. As a result of the loss of a key customer, the volume of orders with the supplier has reduced. See note 30 Post balance sheet events.
Other provision
A company within the Group has provided for costs and fees in relation to an ongoing legal claim.


23.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



11,988,067 (2023 - 11,988,000) Ordinary A shares of £0.001 each
11,988
11,988
3,011,933 (2023 - 3,012,000) Ordinary B shares of £0.001 each
3,012
3,012
4,500,000 (2023 - 4,500,000) Ordinary C shares of £0.001 each
4,500
4,500

19,500

19,500

The Ordinary A, Ordinary B, and Ordinary C shares all rank pari passu.


Page 36

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

24.


Reserves

Share premium account

The share premium account represents the premium arising on the issue of new shares, net of issue
costs.

Profit and loss account

The profit and loss account represents cumulative profit and loss, net of dividends paid.

25.


Analysis of net debt





At 1 April 2023
Cash flows
Other non-cash changes
At 31 March 2024
£000

£000

£000

£000

Cash at bank and in hand

2,961

(703)

-

2,258

Debt due after 1 year

(35,204)

-

(2,845)

(38,049)

Debt due within 1 year

(3,702)

-

(74)

(3,776)


(35,945)
(703)
(2,919)
(39,567)


26.


Contingent liabilities

Agilitas Bidco Limited, a subsidiary undertaking of the Group, 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 subsidiary 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 subsidiary company and Group, and to that end, no further disclosure has been made, as permitted by section 21.17 of FRS 102.


27.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £162k (2023 - £168k).
Contributions totalling £28k (2023 - £38k) were payable to the fund at the balance sheet date and are included in other creditors.

Page 37

 
AGILITAS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

28.


Commitments under operating leases

At 31 March 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£000
£000

Not later than 1 year
397
346

Later than 1 year and not later than 5 years
1,336
1,340

Later than 5 years
198
356

1,931
2,042

29.


Related party transactions

The Company has taken advantage of the exemption under FRS 102 Section 33.1A Related Party Disclosures from disclosing transactions with other wholly owned members of the group.
At 31 March 2024, an amount of £13k is due from a Director (2023 - £25k due from two Directors) of companies within the Group in relation to loan agreements.


30.Guarantees

On 27 November 2020, the Company's immediate subsidiary, Agilitas Midco Limited, and other group subsidiaries entered into an accession deed with Kroll Trustee Services Limited (previously Lucid Trustee Services Limited) who are acting in their capacity as agent and trustee.


31.


Post balance sheet events

As at 31 March 2024, a company within the Group was party to a contract with a supplier to secure multi-year services to align with multi-year contracts the company had with its customers. As a result of the loss of a key customer, the volume of orders with the supplier had reduced. Management had considered the various possible outcomes that may arise to conclude on the best estimate of the amount that would be rationally paid to settle the obligation in relation to this contract and made a provision of £1,532k in the financial statements accordingly. After the year end, a new agreement was made with the supplier, which novated the original contract. As the contract novation did not exist as of 31 March 2024, the provision in respect of the onerous contract continues to be recognised in the financial statements but will be released in the financial statements in the year ending 31 March 2025.


32.


Controlling party

The immediate parent undertaking is PW Antelope UK 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 38

 
AGILITAS TOPCO LIMITED
 
 
Page 39