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Registered number: 13008958










AGILITAS MIDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
AGILITAS MIDCO LIMITED
 

COMPANY INFORMATION


Directors
M Blower 
C S Pape 
M R G Dixon 




Registered number
13008958



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 MIDCO LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 18


 
AGILITAS MIDCO LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present the Strategic Report for the year ended 31 March 2024
 
Fair review of the business
We aim to present a balanced view of the performance of our business during the year and its position at 31 March 2024. Our review is consistent with the size and nature of our business and is written in the context of the risks and uncertainties we face.
History 
On 10 November 2020 the Company was created as a subsidiary of Agilitas Topco Limited, with a subsidiary of Agilitas Bidco Limited incorporated on 13 November 2020. On 27 November 2020 Agilitas Bidco Limited acquired control of Agilitas IT Holdings Limited and its trading subsidiary, Agilitas IT Solutions Limited.
The Agilitas group of companies (or “the group”) has an established position delivering IT solutions across workspace, server, storage and networking technologies.
Trading and the future
The Company did not trade externally during the current or prior year as it acts as an intermediary holding company.
In January 2022, Agilitas IT Solutions Limited (AITSL) received notice from its largest customer regarding termination of certain statements of work on 31 March 2022. Subsequently, an impairment review was conducted, which resulted in an impairment of the debtor balance held by this Company with its subsidiary undertakings. AITSL has experienced a further contraction in revenues during the years ending 31 March 2023 and 31 March 2024. This has resulted in the impairment of debtor balances during the year of £11,473k, to provide against in year increases. Further details are disclosed in the going concern accounting policy and judgements in applying accounting policies and key sources of estimation uncertainty section.
The Company will continue to operate as an intermediary holding company in the future.
There are no specific KPIs for the company. KPIs are set on a group basis details of which can be found in the consolidated financial statements of the company's ultimate parent company, Agilitas Topco Limited, which are available from Companies House.
On 20 December 2024, the Company entered into a facility amendment agreement with its lenders that resets financial covenants based on the group's financial forecast that predicts that the business' operations will return to a positive EBITDA in the year ending 31 March 2026. The group has also been working constructively with its investors and, as part of the facility amendment, new funding has been provided to the group to provide sufficient liquidity and headroom for the business to deliver its plans.

Going concern
The financial statements for the period ending 31 March 2024 have been prepared on the basis that the Company will continue as a going concern - see note 2.4. 
In January 2022, the Company’s trading subsidiary undertaking, 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 positive EBITDA will be experienced. 
 
Page 1

 
AGILITAS MIDCO LIMITED
 

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


As part of their assessment of going concern, the directors have considered a period in excess of 12 months from the date of approval of the financial statements and the directors believe that the Company will continue as a going concern should the expected turnover and EBITDA levels of AITSL be achieved, with the senior lenders and investors continuing to be supportive throughout this period. Given this, the directors have determined that the going concern basis of preparing the financial statements is appropriate. 

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


On behalf of the board.



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

Date: 9 June 2025

Page 2

 
AGILITAS MIDCO 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 continued to be that of a holding company.

Results and dividends

The loss for the year, after taxation, amounted to £11,478k (2023 - loss of £14,346k).

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

Directors

The directors who served during the year were:

M Blower 
C S Pape 
M R G Dixon 

Qualifying third party indemnity provisions 
The Company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Future developments
Future developments are included in the Strategic report.

Future developments

Future developments are included in the Strategic report.

Financial instruments

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

Disclosure of information to auditors

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

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

Post balance sheet events

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

Auditors

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

Page 3

 
AGILITAS MIDCO LIMITED
 

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

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





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

Date: 9 June 2025

Page 4

 
AGILITAS MIDCO LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

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

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

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

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

make judgments and accounting estimates that are reasonable and prudent;


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

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

Page 5

 
AGILITAS MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGILITAS MIDCO LIMITED
 

Opinion


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


In our opinion the financial statements:


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


Basis for opinion


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


Material uncertainty related to going concern


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


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


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


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.


Page 6

 
AGILITAS MIDCO LIMITED
 

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


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
AGILITAS MIDCO LIMITED
 

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


Auditors' responsibilities for the audit of the financial statements
 

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


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

Based on our understanding of the Company and industry, we identify the key laws and regulations affecting the Company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to:

management bias in respect of accounting estimates and judgments made;
management override of control;
posting of unusual journals.

We focussed on those areas that could give rise to a material misstatement in the Company financial statements. Our procedures included, but were not limited to:

enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud;
reviewing minutes of meetings of those charged with governance where available;
reviewing legal expenditure in the year to identify instances of non compliance with laws and regulations and fraud;
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

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 8

 
AGILITAS MIDCO LIMITED
 

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


Use of our report
 

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





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

9 June 2025
Page 9

 
AGILITAS MIDCO LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£000
£000

  

Administrative expenses
  
(5)
-

Exceptional administrative expenses
 8 
(11,473)
(14,346)

Operating loss
  
(11,478)
(14,346)

Interest receivable and similar income
 6 
5,973
5,691

Interest payable and similar expenses
 7 
(5,973)
(5,691)

Loss before tax
  
(11,478)
(14,346)

Loss for the financial year
  
(11,478)
(14,346)

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

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

The notes on pages 13 to 18 form part of these financial statements.

Page 10

 
AGILITAS MIDCO LIMITED
REGISTERED NUMBER: 13008958

BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£000
£000

  

Investments
 10 
-
-

  
-
-

  

Creditors: amounts falling due within one year
 11 
(81,458)
(69,980)

Net current liabilities
  
 
 
(81,458)
 
 
(69,980)

  

Net liabilities
  
(81,458)
(69,980)


Called up share capital 
 13 
-
-

Profit and loss account
 14 
(81,458)
(69,980)

  
(81,458)
(69,980)


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




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

Date: 9 June 2025

The notes on pages 13 to 18 form part of these financial statements.

Page 11

 
AGILITAS MIDCO LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 April 2022
-
(55,634)
(55,634)



Loss for the year
-
(14,346)
(14,346)



At 1 April 2023
-
(69,980)
(69,980)



Loss for the year
-
(11,478)
(11,478)


At 31 March 2024
-
(81,458)
(81,458)


The notes on pages 13 to 18 form part of these financial statements.

Page 12

 
AGILITAS MIDCO LIMITED
 

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

1.


General information

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

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise
specified within these accounting policies and in accordance with Financial Reporting Standard 102,
the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the
Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The financial statements have been prepared in Sterling which is the functional currency of the Company and are rounded to the nearest £'000.
The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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

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

 
2.3

Exemption from preparing consolidated financial statements

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

Page 13

 
AGILITAS MIDCO LIMITED
 

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

2.Accounting policies (continued)

  
2.4

Going concern

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

 
2.5

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 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.

 
2.6

Interest income

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

 
2.7

Finance costs

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

Page 14

 
AGILITAS MIDCO LIMITED
 

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

2.Accounting policies (continued)

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Financial instruments

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


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial
statements:
Impairment of group debtors
Amounts owed by group undertakings are stated at recoverable amounts, after appropriate provision for bad or doubtful debts. As at 31 March 2024 the Company is owed £81,453k by one of its subsidiary undertakings in the Group, which does not trade. The debtor balance has been provided against in full to give a closing balance of £nil as there is no foreseeable prospect of repayment.


4.


Auditors' remuneration

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


2024
2023
£000
£000

Fees payable to the Company's auditors for the audit of the Company's financial statements
4
3

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


5.


Directors' remuneration

Directors received remuneration in their capacity as directors of the Company and other group companies, this remuneration was paid through another group company.


6.


Interest receivable

2024
2023
£000
£000


Interest receivable from group undertakings
5,973
5,691

Page 15

 
AGILITAS MIDCO LIMITED
 

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

7.


Interest payable and similar expenses

2024
2023
£000
£000


Interest payable to group undertakings
5,973
5,691


8.


Exceptional items

2024
2023
£000
£000


Impairment of amounts owed by group undertakings
11,473
14,346


9.


Taxation


2024
2023
£000
£000



Total current tax
-
-

Total deferred tax
 
-
 
-


Tax on loss
-
-

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 of 25% (2023 - 19%). The differences are explained below:

2024
2023
£000
£000


Loss on ordinary activities before tax
(11,478)
(14,346)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(2,870)
(2,726)

Effects of:


Expenses not deductible for tax purposes
2,869
2,726

Movement in deferred tax not recognised
1
-

Total tax charge for the year
-
-



Page 16

 
AGILITAS MIDCO LIMITED
 

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


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


10.


Fixed asset investments















The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Agilitas Bidco Limited
Holding company
Ordinary
100%
Agilitas IT Holdings Limited (indirectly held)
Holding company
Ordinary
100%
Agilitas IT Solutions Limited (indirectly held)
IT solutions
Ordinary
100%

All subsidiaries are incorporated in England, United Kingdom and have the same registered office as Agilitas Midco Limited as detailed in the company information page of these financial statements.


11.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Amounts owed to group undertakings
81,453
69,980

Accruals and deferred income
5
-

81,458
69,980


Amounts owed to group undertakings relates to a loan from the immediate parent company. The loan incurs interest at 10% and is repayable on demand. 


12.


Financial instruments

2024
2023
£000
£000


Financial liabilities


Financial liabilities measured at amortised cost
(81,453)
(69,980)


Financial liabilities measured at amortised cost comprise of amounts owed to group undertakings.

Page 17

 
AGILITAS MIDCO LIMITED
 

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

13.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



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

The Ordinary share has attached full voting, dividend and capital distribution (including on winding up) rights. 



14.


Reserves

Profit and loss account

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


15.Guarantees

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


16.


Related party transactions

The Company has taken advantage of the exemption under FRS102 Section 33.1A Related Party Disclosures from disclosing transactions with other wholly owned members of the group. 


17.


Controlling party

The immediate parent undertaking is Agilitas Topco 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 18