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Registered number:
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS TOPCO LIMITED
COMPANY INFORMATION
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AGILITAS TOPCO LIMITED
CONTENTS
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AGILITAS TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present the strategic report for the year ended 31 March 2024.
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.
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.
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AGILITAS TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The Group’s key financial and other performance indicators, as used by management in reviewing the performance of the business, are as follows:
Note: EBITDA excludes the loss on disposal of tangible fixed assets.
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.
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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.
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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.
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.
The directors who served during the year were:
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.
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.
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.
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AGILITAS TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
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.
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 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 2006. They 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.
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AGILITAS TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS TOPCO LIMITED
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 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 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.
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.
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.
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AGILITAS TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS TOPCO 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 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.
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.
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AGILITAS TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS TOPCO 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 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.
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AGILITAS TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS TOPCO 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 TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS TOPCO LIMITED
REGISTERED NUMBER: 13001517
CONSOLIDATED 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 17 to 38 form part of these financial statements.
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AGILITAS TOPCO LIMITED
REGISTERED NUMBER: 13001517
COMPANY 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 17 to 38 form part of these financial statements.
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AGILITAS TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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
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.
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.
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.
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (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.
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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.
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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:
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.
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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.
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Page 23
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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.
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
3.Judgements in applying accounting policies (continued)
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.
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 26
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 27
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 28
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
11.Taxation (continued)
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 £
Page 29
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 30
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 31
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 32
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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).
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 34
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
21.Deferred taxation (continued)
Page 35
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 36
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Share premium account
costs.
Profit and loss account
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.
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
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AGILITAS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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.
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
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AGILITAS TOPCO LIMITED
Page 39
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