Company Registration No. 10878796 (England and Wales)
AMPLIFI HOLDING LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
AMPLIFI HOLDING LTD
COMPANY INFORMATION
Directors
T Gruber
P Luksan
A L R Curcio
C Friedrich
L Bassett
(Appointed 14 October 2024)
G Williams
(Appointed 21 May 2025)
Secretary
S J Hobbs
Company number
10878796
Registered office
30 Churchill Place
London
E14 5RE
England
Auditor
HW Fisher Audit
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
AMPLIFI HOLDING LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 32
AMPLIFI HOLDING LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

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

Fair review of the business

Amplifi Holding Ltd, via its wholly owned subsidiary Amplifi Capital (U.K.) Limited ("Amplifi”), operates a consumer lending platform which offers unsecured personal loans to near prime consumers who may not otherwise have access to credit from traditional high street banks. Amplifi provides loans directly under its Reevo brand as well as providing platform brokerage services to two of the largest credit unions in the United Kingdom. The platform seeks to build a leading position in consumer finance, currently offering personal loans, with ambitions to launch a credit card operation in the future. The principal activities of the company include brokerage, credit and data analytics, technology services, and loan portfolio servicing.

Despite significant headwinds faced by the Group over the past 12 months impacting our customers and the markets we operate in, we remained resilient and focused on long-term priorities. While the results reflect these challenging conditions, with a loss before taxation of £0.4m (2023: £5.6m profit) the Group continued to make progress in key strategic areas. The results for the year are set out in the Group’s Statement of Comprehensive Income. No dividend is proposed (2023: £nil).

Principal risks and uncertainties

Risk management is overseen by Amplifi’s Risk Committee, which is responsible for the monitoring and oversight over legal, regulatory, financial and operational risks and requirements.

There are a number of potential risks and uncertainties which could have a material impact on the Group’s long-term performance:

 

Regulatory Risk - The Group defines this as the risk of failure to comply with regulatory requirements applying to business arrangements and activities.

 

Amplifi is regulated by the Financial Conduct Authority (FCA) (ref:718749) in relation to consumer credit origination and servicing operations. It is specifically authorised for credit broking and debt administration and trades under the names “Reevo”, “Reevo Money” and "My Community Finance” as well as its own name, Amplifi Capital.

Failure to comply with relevant regulations could result in regulatory censure leading to suspension or termination of the Group’s ability to conduct business and could lead to financial loss. The long term on-going success of the business is supported by pro-actively monitoring compliance with the regulatory requirements, maintaining a pro-active and open relationship with the FCA and a commitment to strengthening the Group’s governance and compliance framework.

On 31 July 2023 the FCA’s final rules and guidance on New Consumer Duty rule came in to force and the Group has undertaken a major review of all its policies and procedures during the period since the rules were published to ensure ongoing compliance.

Strategic Risk - The Group defines this as the risk that the Group does not devise and implement a business strategy that meets the objectives of its shareholders and other stakeholders.

 

The Group’s strategy is primarily based on the future provision of credit products to consumers, primarily in the near prime market. Changes in economic conditions could impact the ability of the Group to maintain and grow market demand as per its strategic plans. Also, competitors may develop new products which may disrupt the Group’s market share. The Group continually re-evaluates strategy based on periodic evaluation of consumer needs, market demand and the approach to strategy execution.

Reputational Risk - The Group defines this as the risk of a fall in market share and customer demand due to reputational reasons.

 

In particular, as part of this strategy, Amplifi strives to maintain a high standard in customer service. Amplifi continually considers the needs and priorities of existing and potential customers in its decision making. The Group remains committed to maintaining high standards of service to its customers through investment in its staff and processes. This is reflected in the 4.8 Trustpilot rating which the Group holds across all its customer facing channels.

Credit Risk - The Group defines this as the risk of financial losses as a result of the non-recoverability of monies owed to it.

 

The Group’s core credit risk exposure arises from its outstanding loan book receivables from customers. Credit risk on the loan book is primarily managed and monitored by the Group’s loan decision systems and credit scoring tools. These rules and the lending strategies from which they are derived are continually re-evaluated.

AMPLIFI HOLDING LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

Liquidity Risk - The Group defines this as the risk of failing to meet financial obligations as and when they fall due. The risk arises from unexpected cash outflows or expected inflows which fail to materialise. The Group operates a policy of prudent liquidity management to ensure it maintains sufficient cash reserves to facilitate its needs.

The Group continually monitors and reforecasts the liquidity position to ensure it has sufficient cash to meet its projected requirements.

Market Risk - The Group defines this as the risk of financial losses from changes in market factors such as foreign exchange rates and interest rate changes. The Group has little exposure to foreign currency movement as its operations are solely based in the United Kingdom. The Group’s primary market risk exposure is to changes in interest rates. The Group continually evaluate the need to formulate a mitigation strategy and implement hedging strategies from time to time.

Operational Risk - The Group defines this as the risk of losses from inadequate or failed processes, systems, people, or from external events. The Group manages this risk through management and Board oversight. There are a number of operating committees that regularly meet to monitor and take action to mitigate or address any risks.

Capital Management – The Group’s capital comprises its ordinary share capital and accumulated reserves. The objective of the directors of the Group when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide long-term returns for the shareholders. The Group is not currently subject to any specific externally imposed capital requirements.

Development and performance

The results of the Group for the year show an increase in revenue of 86% to £40.7m (2023: £21.8m), and a loss taken to equity of £1.2m (2023: £4.7m profit). The Group's net assets have decreased by 16% to £6.2m (2023: £7.4m). The loss in the year and reduction in net reflect a non-cash impairment charge mentioned below.

 

During the year, the Group drew amounts under its secured loan facility with a resultant increase in borrowing of £17.0m, resulting in a liability at March 2024 of £47.0m (2023: £30.0m).

 

Amplifi continues to make significant investments in its technology, risk management, customer service and compliance functions as well as providing capital to the credit union sector.

 

In particular, the Group has significantly increased its number of employees in the year. Amplifi understands that attracting, motivating and retaining talent at all levels is vital to the continuing success and growth of the business. The Group invests in its employees through various benefits schemes and wellbeing initiatives as well as providing opportunities for training and development.

 

The subsidiary has continued its R&D efforts to develop an innovative platform aimed at automating and streamlining financial services processes for Credit Unions and Community Development Finance Institutions (CDFIs). Collaborating with Gojoko Marketing Ltd, the project incorporates cutting-edge technologies to improve data processing, operational efficiency, and system scalability. This ongoing R&D investment supports Amplifi’s commitment to delivering ethical, responsible financial products while driving long-term value and efficiency improvements.

 

As part of our commitment to prudent and transparent financial reporting, the Group has recognised a non-cash impairment charge in relation to its deferred share investments held with certain Credit Unions. This accounting adjustment, while reducing reported profit before tax to a loss of £0.4m for the year (from a pre-adjustment profit of £5.2m), reflects a forward-looking reassessment of the recoverable value of these investments in light of evolving market conditions. Importantly, this adjustment does not impact the Group’s strong underlying operational performance.

Key performance indicators

The Group uses key performance indicators. The performance of the main indicators in this reporting period were:

 

AMPLIFI HOLDING LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Outlook

Amplifi is committed to becoming a leading provider of accessible and affordable credit. We enable our customers to responsibly structure their personal finances by offering access to affordable fixed-rate finance. Amplifi remains confident in its long-term strategy and continues to actively support the Credit Union sector and its Reevo customers as a key part of its mission to deliver inclusive financial services.

On behalf of the board

T Gruber
Director
26 June 2025
AMPLIFI HOLDING LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -

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

Principal activities

The principal activity of the company continues to be that of a holding company. The principal activity of the group includes the provision of financial intermediation services, as well as the provision of short-term loans to small UK consumers. The subsidiary is regulated by the Financial Conduct Authority.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

T Gruber
P Luksan
P Matthews
(Resigned 10 April 2025)
R Pinch
(Resigned 10 April 2025)
S Pottay
(Resigned 14 October 2024)
A L R Curcio
C Friedrich
J Vicent-Peris
(Resigned 25 September 2024)
L Bassett
(Appointed 14 October 2024)
M Olaiz
(Appointed 27 September 2024 and resigned 10 April 2025)
G Williams
(Appointed 21 May 2025)
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
T Gruber
Director
26 June 2025
AMPLIFI HOLDING LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

AMPLIFI HOLDING LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AMPLIFI HOLDING LTD
- 6 -
Opinion

We have audited the financial statements of Amplifi Holding Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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:

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 Auditor's 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 UK, including the FRC’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 relating to going concern

We draw attention to note 1.4 in the financial statements which indicates that the group is reliant on two significant undertakings for a significant proportion of its revenue. Since the year end, these significant undertakings have reported losses in their financial year ended 30 September 2024, which has resulted in a reduction in loan originations in the credit unions and therefore fee income earned by the group over the period.

 

These events or conditions, along with the other matters as set out in note 1.4, indicate that a material uncertainty exists which 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

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

AMPLIFI HOLDING LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AMPLIFI HOLDING LTD
- 7 -
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 strategic report and the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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.

As part of our planning process:

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

AMPLIFI HOLDING LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AMPLIFI HOLDING LTD
- 8 -

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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 auditor's 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.

Mandy Janes (Senior Statutory Auditor)
For and on behalf of HW Fisher Audit
Chartered Accountants
Statutory Auditor
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
26 June 2025
AMPLIFI HOLDING LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
40,653,817
21,813,724
Cost of sales
(14,632,965)
(9,707,184)
Gross profit
26,020,852
12,106,540
Administrative expenses
(18,378,142)
(6,642,033)
Operating profit
4
7,642,710
5,464,507
Other interest receivable and similar income
8
6,718,401
3,754,124
Other interest payable and similar expenses
9
(9,052,364)
(3,619,625)
Amounts written off investments
10
(5,562,115)
-
Movement in fair value of derivative
(104,557)
-
0
(Loss)/profit before taxation
(357,925)
5,599,006
Tax on (loss)/profit
11
(858,803)
(878,884)
(Loss)/profit for the financial year
(1,216,728)
4,720,122
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
AMPLIFI HOLDING LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
2024
2023
£
£
(Loss)/profit for the year
(1,216,728)
4,720,122
Other comprehensive income
-
-
Total comprehensive income for the year
(1,216,728)
4,720,122
Total comprehensive income for the year is all attributable to the owners of the parent company.
AMPLIFI HOLDING LTD
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
3,499
25,804
Other intangible assets
12
-
0
197,897
Total intangible assets
3,499
223,701
Tangible assets
13
-
0
3,807
Investments
14
37,810,585
25,417,700
37,814,084
25,645,208
Current assets
Debtors
17
75,581,593
12,934,715
Cash at bank and in hand
14,539,096
4,212,943
90,120,689
17,147,658
Creditors: amounts falling due within one year
18
(4,679,319)
(4,607,449)
Net current assets
85,441,370
12,540,209
Total assets less current liabilities
123,255,454
38,185,417
Creditors: amounts falling due after more than one year
19
(117,049,971)
(30,763,206)
Net assets
6,205,483
7,422,211
Capital and reserves
Called up share capital
22
173
173
Share premium account
696,648
696,648
Profit and loss reserves
5,508,662
6,725,390
Total equity
6,205,483
7,422,211
The financial statements were approved by the board of directors and authorised for issue on 26 June 2025 and are signed on its behalf by:
26 June 2025
T Gruber
Director
AMPLIFI HOLDING LTD
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
855,284
1,125,988
Current assets
Debtors
17
855,028
817,214
Cash at bank and in hand
9,989
11,474
865,017
828,688
Creditors: amounts falling due within one year
18
(221,712)
(713,322)
Net current assets
643,305
115,366
Total assets less current liabilities
1,498,589
1,241,354
Creditors: amounts falling due after more than one year
19
(935,000)
(435,000)
Net assets
563,589
806,354
Capital and reserves
Called up share capital
22
173
173
Share premium account
696,648
696,648
Profit and loss reserves
(133,232)
109,533
Total equity
563,589
806,354

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £242,765 (2023 - £88,505 profit).

The financial statements were approved by the board of directors and authorised for issue on 26 June 2025 and are signed on its behalf by:
26 June 2025
T Gruber
Director
Company Registration No. 10878796
AMPLIFI HOLDING LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2022
173
696,648
2,005,268
2,702,089
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
-
4,720,122
4,720,122
Balance at 31 March 2023
173
696,648
6,725,390
7,422,211
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
-
(1,216,728)
(1,216,728)
Balance at 31 March 2024
173
696,648
5,508,662
6,205,483
AMPLIFI HOLDING LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2022
173
696,648
21,028
717,849
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
-
88,505
88,505
Balance at 31 March 2023
173
696,648
109,533
806,354
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
-
(242,765)
(242,765)
Balance at 31 March 2024
173
696,648
(133,232)
563,589
AMPLIFI HOLDING LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
15,183,340
(3,736,052)
Interest paid
(9,013,210)
(3,619,625)
Income taxes paid
(1,522,327)
-
Net cash inflow/(outflow) from operating activities
4,647,803
(7,355,677)
Investing activities
Purchase of intangible assets
(120,071)
(47,073)
Proceeds on disposal of intangibles
159,694
-
Purchase of tangible fixed assets
(50,569)
(5,164)
Purchase of investments
(17,955,000)
(8,075,000)
Interest received
6,718,401
3,754,124
Net cash used in investing activities
(11,247,545)
(4,373,113)
Financing activities
Increase in borrowings
16,935,845
14,411,883
Repayment of bank loans
(9,950)
(9,705)
Net cash generated from financing activities
16,925,895
14,402,178
Net increase in cash and cash equivalents
10,326,153
2,673,388
Cash and cash equivalents at beginning of year
4,212,943
1,539,555
Cash and cash equivalents at end of year
14,539,096
4,212,943
AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
1
Accounting policies
Company information

Amplifi Holding Ltd ("the company") is a private company limited by shares incorporated in England and Wales. The registered office is 30 Churchill Place, London, E14 5RE, England.

 

The group consists of Amplifi Holding Ltd, its subsidiary Amplifi Capital (UK) Limited and Castor Financing Limited, which Amplifi Holding Ltd is considered to be the ultimate controlling parent.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Amplifi Holding Ltd together with its subsidiary (ie an entity that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits) and an entity which Amplifi Holding Ltd is considered to be the ultimate controlling parent.

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of its subsidiary to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.4
Going concern

Whilst the group has made an operating profit in the year and had net current assets of £85.4m as at 31 March 2024, it is reliant on two significant undertakings (Brent Shrine Credit Union Limited (t/a My Community Bank) and North Edinburgh and Castle Credit Union Limited (t/a Castle Community Bank)) for a significant proportion of its revenue. Since the year end, these significant undertakings have reported losses in their financial year ended 30 September 2024, which has resulted in a reduction in loan originations in the credit unions and therefore fee income earned by the group over the period. These factors have created some uncertainty over the funding requirements and forecast liquidity position of the group.

 

In light of the challenging trading position of the group, the directors have been prioritising initiatives to deliver increased origination volumes across its channels whilst ensuring that new business is written in line with the company’s risk appetite. The directors have also taken actions to improve the operational efficiency of the group. Additionally, in January 2025, the group pro-actively entered into discussions with its senior lender to explore options to restructure its external debt obligations. As part of this process, the senior lender has agreed a period of forbearance in respect of its 31 March 2025 interest coupon.

 

Based on the above, the directors consider that there is a material uncertainty that may cast doubt on the group’s ability to continue as a going concern. Notwithstanding the uncertainty, the directors have a reasonable expectation that the group will have adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements and thus consider it appropriate to continue adopting the going concern basis in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.

 

Turnover is income in respect to sourced loans, paid to the group as a percentage of the originated loan as an introduction fee. Turnover is recognised according to the period in which the loan was made.

 

Service fees includes underwriting placement fees being commission on investments in deferred shares made by the group and a company under common control.

 

Interest and fee income on trade receivables is calculated on a straight-line method and this is not materially different from the effective interest method. Default fees and any interest are charged to customers when they fail to make a repayment within the agreed terms and such fees and interest are recognised as revenue when these amounts are expected to be recovered.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is five years.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
20% straight line
Intangible assets under development
Not currently being amortised

The intangible assets under development relate to a credit card platform in development but not yet in use.

AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixture, fittings and equipment
20% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Investments in deferred shares are initially measured at cost and are assessed for impairment at each reporting date, and any impairment losses or reversals of impairment losses are recognised immediately in the profit and loss account.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.11
Cash and cash equivalents

Cash and cash equivalents include cash in hand and current balances with banks and similar institutions.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

The group classifies its financial assets into the following categories: cash and cash equivalents and trade and other receivables. The classification is determined by management upon recognition, and is based on the purpose for which the financial assets were acquired.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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 assets classified as receivable within one year are not amortised.

AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -
1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.17

Government grants

Government grants, which include amounts received from the Bounce Back Loan Scheme that cover interest and fees payable to the lender, are recognised at the fair value of the grant received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received. The income is recognised in other income on a systematic basis over the period in which the associated costs are incurred, using the accrual model.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of fixed asset investments

 

At the year-end, the group holds deferred shares in two significant undertakings with a coupon rate ranging from 13.5% to 18%. Management have assessed whether indicators of impairment existed at the year-end in relation to these investments, through review of the significant undertakings results for the period to 31 March 2024 and following the year-end. In assessing the recoverable amount of the investments, the directors have deemed that a net asset value as at 31 March 2024 approach is most appropriate. Management have relied upon the 31 March 2024 management accounts provided by the significant undertakings as a best estimate of the carrying value of the investments at that date. This has resulted in an impairment loss of £5,562,115 being recognised, with carrying value of the deferred share investments being £37,210.585.

AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -

Deferred remuneration due in more than one year

 

Included within other creditors due in more than one year is deferred remuneration payable to key management personnel and staff. The amount has been deferred as it is due for payment in June 2025 on the basis that the individual is still employed by the group. The directors have made a judgement that it is probable the employees entitled to this remuneration will be employed by the group in June 2025 therefore the full amount should be provided for.

 

Recoverability of other debtors

 

At the year end the group was owed £13,368,966 (2023: £4,496,102) included in other debtors due from a company under common control. The directors assess the recoverability of these debts based on the actual and forecast financial results of the company under common control. At the year end the directors consider the amounts included in other debtors to be recoverable. Following the year end, £12,573,076 of this balance has been recovered, with the remaining amount considered recoverable due to a right to offset agreement with the company under common control.

 

Bad debt provision

 

At the year end a bad debt provision of £4,124,534 (2023: £225,176) was included within trade receivables against short term loans made to consumers. Management have assessed the recoverability of the loans on a line by line basis with reference to arrears information at the balance sheet date and following the year end. This is achieved by categorising each loan into a risk band which varies depending on the number of days that payments are in arrears. As there are no historic trends available for reference due to the scaling up of the consumer lending business, and due to the nature of the loans, the provision involves a high degree of uncertainty.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Service fees
1,635,250
696,565
Brokerage fees
32,003,586
20,516,428
Loan book income
7,014,981
600,731
40,653,817
21,813,724
2024
2023
£
£
Other significant revenue
Interest income
6,718,401
3,754,124
2024
2023
£
£
Turnover analysed by geographical market
UK
40,653,817
21,813,724
AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
1,000
(26)
Depreciation of owned tangible fixed assets
54,376
1,357
Amortisation of intangible assets
83,776
89,034
Loss on disposal of intangible assets
96,803
-
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
8,210
6,970
Audit of the financial statements of the company's subsidiaries
29,054
29,648
37,264
36,618
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

 

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Customer Operations
141
65
-
-
Corporate Functions
16
8
-
-
Total
157
73
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
8,874,011
4,498,492
-
0
-
0
Social security costs
1,068,639
567,976
-
-
Pension costs
120,599
64,183
-
0
-
0
10,063,249
5,130,651
-
0
-
0
AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
452,435
637,828
Company pension contributions to defined contribution schemes
1,321
11,191
453,756
649,019

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
200,317
211,833
Company pension contributions to defined contribution schemes
-
9,870
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
57,481
-
0
Other interest income
6,660,920
3,754,124
Total income
6,718,401
3,754,124
Disclosed on the profit and loss account as follows:
Other interest receivable and similar income
6,718,401
3,754,124
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
699
613
Interest on invoice finance arrangements
176,937
-
0
Other interest on financial liabilities
8,684,185
3,468,037
Finance costs for financial instruments measured at fair value through profit or loss
39,154
-
0
Other interest
151,389
150,975
Total finance costs
9,052,364
3,619,625
Disclosed on the profit and loss account as follows:
Other interest payable and similar expenses
9,052,364
3,619,625
AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
10
Amounts written off investments
2024
2023
£
£
Impairment losses
(5,562,115)
-
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,316,236
903,638
Adjustments in respect of prior periods
(457,433)
(24,754)
Total current tax
858,803
878,884

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
(Loss)/profit before taxation
(357,925)
5,599,006
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(89,481)
1,063,811
Tax effect of expenses that are not deductible in determining taxable profit
1,404,179
3,446
Change in unrecognised deferred tax assets
(2,598)
(167,575)
Adjustments in respect of prior years
(457,433)
(24,754)
Marginal relief
(186)
(282)
Other tax adjustments
4,322
4,238
Taxation charge
858,803
878,884
AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 25 -
12
Intangible fixed assets
Group
Goodwill
Software
Intangible assets under development
Total
£
£
£
£
Cost
At 1 April 2023
111,523
337,862
39,623
489,008
Additions
-
0
-
0
120,071
120,071
Disposals
-
0
(337,862)
-
0
(337,862)
Transfers
-
0
-
0
(159,694)
(159,694)
At 31 March 2024
111,523
-
0
-
0
111,523
Amortisation and impairment
At 1 April 2023
85,719
179,588
-
0
265,307
Amortisation charged for the year
22,305
61,471
-
0
83,776
Disposals
-
0
(241,059)
-
0
(241,059)
At 31 March 2024
108,024
-
0
-
0
108,024
Carrying amount
At 31 March 2024
3,499
-
0
-
0
3,499
At 31 March 2023
25,804
158,274
39,623
223,701
The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.

During the year, £159,694 of intangible assets under development were transferred to a company under common control.

AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 26 -
13
Tangible fixed assets
Group
Fixture, fittings and equipment
Computer equipment
Total
£
£
£
Cost
At 1 April 2023
10,505
-
0
10,505
Additions
2,540
48,029
50,569
Transfers
(13,045)
(48,029)
(61,074)
At 31 March 2024
-
0
-
0
-
0
Depreciation and impairment
At 1 April 2023
6,698
-
0
6,698
Depreciation charged in the year
6,347
48,029
54,376
Transfers
(13,045)
(48,029)
(61,074)
At 31 March 2024
-
0
-
0
-
0
Carrying amount
At 31 March 2024
-
0
-
0
-
0
At 31 March 2023
3,807
-
0
3,807
The company had no tangible fixed assets at 31 March 2024 or 31 March 2023.

During the year, tangible fixed assets with cost and accumulated depreciation of £61,074 were transferred to a company under common control.

14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
75,988
75,988
Participating interests - Deferred shares
37,210,585
25,417,700
779,296
1,050,000
Other investments
600,000
-
0
-
0
-
0
37,810,585
25,417,700
855,284
1,125,988
AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
14
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Group
Deferred shares
Other
Total
£
£
£
Cost or valuation
At 1 April 2023
25,417,700
-
25,417,700
Additions
17,355,000
600,000
17,955,000
At 31 March 2024
42,772,700
600,000
43,372,700
Impairment
At 1 April 2023
-
-
-
Impairment losses
5,562,115
-
5,562,115
At 31 March 2024
5,562,115
-
5,562,115
Carrying amount
At 31 March 2024
37,210,585
600,000
37,810,585
At 31 March 2023
25,417,700
-
0
25,417,700

The group holds £42,772,700 of deferred shares at the year-end date (2023: £25,417,700) with a coupon rate ranging from 13.5% to 18%. During the year, impairment losses of £5,562,115 have been recognised.

 

Following the year-end, the group has acquired £6,349,738 deferred shares with a coupon rate ranging from 6% to 18.47%.

 

Included in other investments is a £600,000 subordinated investment in a significant undertaking. The subordinated debt has a coupon rate ranging between 13% and 24% and is due for repayment on 21 March 2029. Following the year-end, the £600,000 subordinated investment was redeemed.

Movements in fixed asset investments
Company
Shares in group undertakings
Deferred shares
Total
£
£
£
Cost or valuation
At 1 April 2023 and 31 March 2024
75,988
1,050,000
1,125,988
Impairment
At 1 April 2023
-
-
-
Impairment losses
-
270,704
270,704
At 31 March 2024
-
270,704
270,704
Carrying amount
At 31 March 2024
75,988
779,296
855,284
At 31 March 2023
75,988
1,050,000
1,125,988
AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 28 -
15
Subsidiaries

Amplifi Holding Ltd is considered to be the controlling party of Castor Financing Limited, a company incorporated in the United Kingdom whose registered office is 10th Floor, 5 Churchill Place, London, E14 5HU, England, United Kingdom.

 

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Amplifi Capital (U.K.) Limited
30 Churchill Place, London, E14 5RE, England
Ordinary
100.00
16
Significant undertakings

The group also has significant holdings in undertakings which are not consolidated.

 

The investments in the below significant undertakings do not give the group control over voting rights. Furthermore, this assists the undertakings to facilitate their activities, which in turn assists the group with its operations.

 

The direct shareholdings noted below relate to the deferred share class of the significant undertakings and the group has two voting shares for each entity:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Brent Shrine Credit Union Limited (t/a My Community Bank)
30 Churchill Place, London, E14 5RE
Deferred Shares
76.00
North Edinburgh and Castle Credit Union Limited (t/a Castle Community Bank)
49 Great Junction Street, Edinburgh, EH6 5HX
Deferred Shares
82.00
The aggregate capital and reserves and the profit for the year of the undertakings noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
Brent Shrine Credit Union Limited (t/a My Community Bank)
(7,597,508)
258,387,392
North Edinburgh and Castle Credit Union Limited (t/a Castle Community Bank)
(724,474)
405,172,915

The above financial results are for the year ended 30 September 2024 and shareholding percentages are as at 31 March 2024 for both entities.

17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
59,118,845
6,410,273
-
0
-
0
Corporation tax recoverable
457,433
-
0
-
0
-
0
Other debtors
13,369,966
4,496,102
855,028
817,214
Prepayments and accrued income
2,635,349
2,028,340
-
0
-
0
75,581,593
12,934,715
855,028
817,214
AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
17
Debtors
(Continued)
- 29 -

Included in other debtors is an amount of £13,368,966 (2023: £4,496,102) owed from a company under common control.

18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
20
10,648
10,648
-
0
-
0
Other borrowings
20
115,000
615,000
115,000
615,000
Trade creditors
998,872
681,770
-
0
-
0
Corporation tax payable
697,547
903,638
5,648
-
0
Other taxation and social security
327,364
181,477
-
-
Other creditors
134,505
100,848
87,264
86,322
Accruals and deferred income
2,395,383
2,114,068
13,800
12,000
4,679,319
4,607,449
221,712
713,322
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
11,791
21,741
-
0
-
0
Other borrowings
20
47,935,000
30,460,001
935,000
435,000
Other creditors
68,799,728
-
0
-
0
-
0
Accruals and deferred income
303,452
281,464
-
0
-
0
117,049,971
30,763,206
935,000
435,000

During the year, two fixed and floating charges and negative pledges over the assets of the company in favour of a shareholder of the company were satisfied. Two new charges were registered in favour of agent and trustee on behalf of a lender to its subsidiary undertaking, containing a fixed charge, floating charge and negative pledge.

 

During the year, there was a fixed and floating charge over the assets of the group in favour of a shareholder of the company was satisfied. Three new charges were registered in favour of the agent and trustee on behalf of a lender to a subsidiary undertaking containing a fixed charge, floating charge and negative pledge.

 

Other creditors relate to a loan facility of up to £50,000,000 which comprises of a £30,000,000 fixed rate facility at 14.5% and a £20,000,000 accordian facility at a variable rate of 10.5% + SONIA. At the year-end, £47,000,000 has been drawn down on this facility. There are loan arrangement fees of £664,202 included within prepayments and accrued income.

Amounts included above which fall due after five years are as follows:
Payable by instalments
-
21,300,001
-
-
AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 30 -
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
22,439
32,389
-
0
-
0
Loans from related parties
47,000,000
30,025,001
-
0
-
0
Other loans
1,050,000
1,050,000
1,050,000
1,050,000
48,072,439
31,107,390
1,050,000
1,050,000
Payable within one year
125,648
625,648
115,000
615,000
Payable after one year
47,946,791
30,481,742
935,000
435,000
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
120,599
64,183

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
172,523
172,523
173
173

 

Following the year-end, the immediate parent company have subscribed for 272,014 ordinary shares of £0.1p each.

AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 31 -
23
Related party transactions

Group

 

During the year, the group incurred software costs of £5,760,000 (2023: £4,758,000), recruitment fees and recharged staff expenses of £nil (2023: £87,628) which were paid to a company under common control.

 

At the year-end, the group was owed £13,368,966 (2023: £4,496,102) from a company under common control, which is included in other debtors. The group received interest of £600,467 (2023: £319,624) during the year on the amounts owed by the company under common control at an interest rate of 6.25% per annum (2023: 10%).

 

As described in the fixed asset investments and significant undertakings notes above, the group holds deferred share investments in Brent Shrine Credit Union Limited (t/a My Community Bank) and North Edinburgh and Castle Credit Union Limited (t/a Castle Community Bank) with 76% (2023: 81%) and 82% (2023: 75%) direct ownership of the deferred shares in issue at the year-end, respectively. The group holds deferred share investments with a carrying value of £37,210,585 (2023: £25,417,700) at the year-end with coupon rates ranging from 13.5% to 18%. During the year, the group received deferred share interest receivable of £6,059,313 (2024: £3,434,500) and underwriting fees of £300,000 (2023: £478,750) on the deferred share investments held. Furthermore, the group received upfront and base brokerage fee income of £31,908,603 (2023: £19,935,305) and enhanced fee income of £nil (2023: £529,883) from the credit unions in accordance with the service agreements.

 

During the year, the group paid gross salary of £97,167 (2023: £67,837) to a shareholder and spouse of one of the directors.

 

CSC Capital Markets UK Limited entered into an agreement with the group to certain corporate administrative services, bookkeeping and accounting services to the group. During the period the group incurred fees of £34,644 from CSC Capital Markets UK Limited. No fees were paid to Directors by the administrator as a directors’ fee.

 

Company

 

At the year-end, the company was owed £795,890 (2023: £817,214) from a company under common control and £59,138 (2023: £nil) by a group undertaking, which is included in other debtors. The company received interest of £46,840 (2023: £59,758) during the year on the amounts owed by a group undertaking at an interest rate of 6.25% per annum (2023: 10%).

 

The company hold deferred share investments in Brent Shrine Credit Union Limited (t/a My Community Bank) and North Edinburgh and Castle Credit Union Limited (t/a Castle Community Bank). The company holds deferred share investments with a carrying value of £779,296 (2023: £1,050,000) at the year-end with coupon rate ranging from 13.5% to 15%. During the year, the company received deferred share interest receivable of £151,389 (2023: £150,975) on the deferred share investments held.

 

During the year, the company entered into a commission agreement with a director in relation to the introduction of the provider of the term facility to the company. £507,000 was paid in the year to 31 March 2024, of which £120,000 was paid by a company under common control. Furthermore, the company have paid the director £85,000 by way of a commission payment in relation to a funding agreement for a company under common control. The director has resigned following the year-end.

24
Events after the reporting date

Following the year end, the group has drawn down £1.5m on the loan facility referred to in Note 19.

25
Controlling party

At the year-end, the immediate parent company is CL MC Finance UK SARL, an entity incorporated in Luxembourg whose registered office is 5 Rue de Strasbourg, L-2561, Luxembourg, Grand Duchy of Luxembourg. The ultimate parent is CL V Ventures Offshore LLC, a limited liability company registered in Delaware, USA.

 

The results of Amplifi Holding Ltd are not disclosed in the consolidated financial statements of CL V Ventures Offshore LLC.

AMPLIFI HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 32 -
26
Cash generated from/(absorbed by) group operations
2024
2023
£
£
(Loss)/profit for the year after tax
(1,216,728)
4,720,122
Adjustments for:
Taxation charged
858,803
878,884
Finance costs
9,052,364
3,619,625
Investment income
(6,718,401)
(3,754,124)
Loss on disposal of intangible assets
96,803
-
Amortisation and impairment of intangible assets
83,776
89,034
Depreciation and impairment of tangible fixed assets
54,376
1,357
Amounts written off investments
5,562,115
-
Movements in working capital:
Increase in debtors
(62,189,445)
(10,544,335)
Increase in creditors
69,599,677
1,253,385
Cash generated from/(absorbed by) operations
15,183,340
(3,736,052)
27
Analysis of changes in net debt - group
1 April 2023
Cash flows
Market value movements
31 March 2024
£
£
£
£
Cash at bank and in hand
4,212,943
10,326,153
-
14,539,096
Borrowings excluding overdrafts
(31,107,390)
(16,925,895)
(39,154)
(48,072,439)
(26,894,447)
(6,599,742)
(39,154)
(33,533,343)
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