Company Registration No. 12369720 (England and Wales)
ACTIVPAYROLL GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
ACTIVPAYROLL GROUP LIMITED
COMPANY INFORMATION
Directors
A Philp
G Henderson
S Glanfield
N A Duffy
Secretary
Addleshaw Goddard (Scotland) Secretarial Limited
Company number
12369720
Registered office
One
St Peters Square
Manchester
England
M2 3DE
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
Solicitors
Addleshaw Goddard LLP
Exchange Tower
19 Canning Street
Edinburgh
EH3 8EH
ACTIVPAYROLL GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 19
ACTIVPAYROLL GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present their strategic report for the year ended 31 March 2025 in respect of activpayroll Group Limited, (‘the company’).

Principal activities and review of the business

The principal activities of the company is that of an intermediate holding company for a group of entities involved in the provision of multi-country payroll services and global mobility solutions for corporate clients ("the Group").

The results for the year and financial position of the company are shown in the annexed financial statements and are in line with expectations. The company continued to accrue interest on the loan notes that were used to finance part of the acquisition of the operating group.

Future Developments

Taking account of all factors, the company expects to continue to accrue interest on the loan notes that were used to finance part of the acquisition of the operating group.

Financial and non-financial key performance indicators

As the company is a simple intermediate holding company whose only activity is to hold and service the Group’s debt, there are no financial or non-financial key performance indicators requiring comment.

Principal risks and uncertainties

The directors are aware that the company is susceptible to risks and uncertainties and have identified the following principal risks which are monitored on a regular basis.

Market and economic risk

The value of the company’s investment in its subsidiaries is exposed to the risk of downturn in general economic conditions affecting its customers, this is mitigated by the continued widening of the operating group’s customer base and the expansion of the markets in which the Group operates.

Corporate Social Responsibility

The Group are very proud to be a team that holds a shared interest in helping improve lives. By acknowledging the struggles many people face, every year we commit to raising vital funds for a range of charities and providing voluntary services to numerous deserving organisations.

Events after the reporting date

On 2 8 May 2025, a ctivpayroll Group Ltd issued £7.5 million of additional loan notes accruing interest at 8% per annum to its existing shareholders to provide further funding to the Group. The proceeds were made available to the operational business, activpayroll Ltd, via an intercompany loan to support operational initiatives, enhance liquidity, and strengthen the Group’s financial position.

In addition, on 28 May 2025, the Group negotiated an amended Senior Facilities Agreement with its banking partner, replacing the previous facility. The new agreement reflects a realignment of the Group’s capital structure in support of its long-term strategic plans and includes revised covenant terms designed to provide greater financial flexibility. Although activpayroll Group Ltd is not the borrower under this agreement, the refinancing materially benefits the wider Group’s financial stability and enhances its capacity to support debt obligations, including those held by activpayroll Group Ltd.

ACTIVPAYROLL GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Section 172 statement

The directors of the company are required, as stated in Section 172 of the Companies Act 2006, to take actions which, in good faith, promote the success of each company in the Group for the benefit of its members as a whole, and in doing so have regard, amongst other matters, to:

- The likely consequences of any decision in the long term;

- The interests of the company’s employees;

- The need to foster the company’s business relationships with suppliers, customers and others;

- The impact of the company’s operations on the community and the environment;

- The desirability of the company maintaining a reputation for high standards of business conduct; and

- The need to act fairly between members of the company.

The following provides an overview of how the directors have met their obligations under Section 172 in promoting the success of the Group.

As the company is an intermediate holding company – with no real-world activities, no employees, no customers, and no suppliers – its focus is on its shareholders and on supporting the activities of the operating group below it.

The directors of the company recognise their responsibility to deliver returns to its shareholders and enact the strategic plans for long term creation of value in the operating group in a responsible and sustainable manner.

On behalf of the board

A Philp
Director
8 October 2025
ACTIVPAYROLL GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The company was incorporated for the purpose of obtaining the necessary finance as part of the acquisition of activpayroll Ltd. by the company's immediate subsidiary APEX Bidco Limited. The principal activity is managing the financing obligations borne by the company.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

J J M Faulds
(Resigned 20 May 2024)
G M L'Estrange Gillon
(Resigned 3 June 2025)
M A Reynolds
(Resigned 5 June 2024)
N T Southwell
(Resigned 15 November 2024)
D H Sawers
(Appointed 5 June 2024 and resigned 4 June 2025)
R J W Jones
(Appointed 5 June 2024 and resigned 9 September 2025)
N R Treston
(Appointed 25 November 2024 and resigned 4 June 2025)
A Philp
(Appointed 1 May 2025)
G Henderson
(Appointed 1 May 2025)
S Glanfield
(Appointed 3 June 2025)
N A Duffy
(Appointed 9 September 2025)
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.

Employee engagement

The company has no employees and therefore has nothing to report in respect of employee engagement activity during the year.

Matters addressed in the strategic report

The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the company's strategic report information required by Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and events after the reporting date.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

ACTIVPAYROLL GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
A Philp
Director
8 October 2025
ACTIVPAYROLL GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -

The directors are responsible for preparing the strategic report, 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 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 company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ACTIVPAYROLL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF ACTIVPAYROLL GROUP LIMITED
- 6 -
Opinion

We have audited the financial statements of activpayroll Group Limited (‘the company’) for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 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 2025 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 Auditor 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.

Conclusions relating to going concern

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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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 and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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:

- T he information given in the strategic report and the directors' r eport 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.

ACTIVPAYROLL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ACTIVPAYROLL GROUP LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report and the directors' r eport.

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.

Auditor 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.

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

Extent to which the audit is considered capable of detecting irregularities, including fraud

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:

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

- Companies Act 2006;

- UK Corporation Tax Legislation;

- VAT Legislation; and

- UK Generally Accepted Accounting Practice.

ACTIVPAYROLL GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF ACTIVPAYROLL GROUP LIMITED
- 8 -

Extent the audit was considered capable of detecting irregularities, including fraud (continued)

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group’s and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

- Management override of controls.

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

- Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

- Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

- Performing audit procedures 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 assessing judgements made by management in their calculation of accounting estimates for potential management bias;

- Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member for our audit work, for this report, or for the opinions we have formed.

David Wilson (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
8 October 2025
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
ACTIVPAYROLL GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
2025
2024
Notes
£000
£000
Interest payable and similar expenses
6
(6,317)
(5,880)
Loss before taxation
(6,317)
(5,880)
Tax on loss
7
-
0
-
0
Loss for the financial year
(6,317)
(5,880)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

There are no items of other comprehensive income or expenditure in either the current or prior reporting period.

ACTIVPAYROLL GROUP LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 10 -
2025
2024
Notes
£000
£000
£000
£000
Fixed assets
Investments
8
-
0
-
0
-
0
-
0
Current assets
Debtors
10
54,463
54,463
Net current assets
54,463
54,463
Creditors: amounts falling due after more than one year
11
(82,393)
(76,076)
Net liabilities
(27,930)
(21,613)
Capital and reserves
Called up share capital
12
48
48
Profit and loss reserves
13
(27,978)
(21,661)
Total deficit
(27,930)
(21,613)
The financial statements were approved by the board of directors and authorised for issue on 8 October 2025 and are signed on its behalf by:
A Philp
Director
Company Registration No. 12369720
ACTIVPAYROLL GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
Share capital
Profit and loss reserves
Total
£000
£000
£000
Balance at 1 April 2023
48
(15,781)
(15,733)
Year ended 31 March 2024:
Loss and total comprehensive expense for the year
-
(5,880)
(5,880)
Balance at 31 March 2024
48
(21,661)
(21,613)
Year ended 31 March 2025:
Loss and total comprehensive expense for the year
-
(6,317)
(6,317)
Balance at 31 March 2025
48
(27,978)
(27,930)

Details of the nature of reserves at the reporting date are outlined at note 13.

ACTIVPAYROLL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
1
Accounting policies
Company information

Activpayroll Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is One, St Peters Square, Manchester, England, M2 3DE.

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 a mounts in these financial statements are rounded to the nearest £000.

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

This 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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements (where applicable):

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of the company's parent undertaking, APEX Topco Limited. The consolidated financial statements of APEX Topco Limited are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF143UZ, DX 33050, United Kingdom.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

As outlined above, activpayroll Group Limited is a wholly owned subsidiary of APEX Topco Limited and the results of activpayroll Group Limited are included in the consolidated financial statements of APEX Topco Limited which are publicly available at the above address.

ACTIVPAYROLL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

The directors note that the company reports net liabilities of £27.9 million, which primarily reflect accrued interest on the outstanding loan notes. These loan notes mature in 2027, and there is no requirement to settle accrued interest prior to maturity. As such, there is no immediate obligation to repay this liability within the going concern assessment period.

The company does not generate trading income but acts as the top-tier holding company in the Group. It maintains control of activpayroll Ltd, which generated a profit before tax of £5.8 million for the year ended 31 March 2025. The Group has prepared detailed forecasts which demonstrate that the underlying trading entities, particularly activpayroll Ltd, are expected to continue generating sufficient cash flows to service ongoing Group funding requirements, including interest on the loan notes.

The directors have considered both base case and downside scenarios, all of which support the continued application of the going concern basis. The successful refinancing of the Group’s senior bank facilities in May 2025 further reinforces the strength of the Group’s funding position and its ability to meet future obligations.

Accordingly, the directors consider it appropriate to adopt the going concern basis in preparing these financial statements.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

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

1.4
Financial instruments

The company 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.

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

Financial assets and liabilities are offset, with 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 certain debtors, 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.

ACTIVPAYROLL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including certain creditors and bank and other loans, 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 paymen ts 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.6
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 statement of comprehensive income 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ACTIVPAYROLL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
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 statement of comprehensive income, 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 when the company has 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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Amounts owed from group undertakings

The company makes an assessment of the recoverable value of amounts owed from group undertakings. When assessing the recoverability of these amounts, management consider factors such as the ability of the undertaking to generate future positive cash and the economy in which it operates.

Amounts owed from group undertakings at the reporting date are outlined at note 10.

3
Auditor's remuneration

The company paid no remuneration to its auditors for audit or non audit services in either the current or prior year. Relevant fees have been settled by another group entity on behalf of the company.

4
Employees

The company had no employees in either the current or prior year. As a result, there is no associated employment costs.

5
Directors' remuneration

During the year ended 31 March 2025 there were 7 (2024 - 5) directors in office for either the full or part of the current year. All directors received remuneration via employment within another group entity.

ACTIVPAYROLL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
6
Interest payable and similar expenses
2025
2024
£000
£000
Interest on loan notes
6,317
5,880
7
Taxation

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

2025
2024
£000
£000
Loss before taxation
(6,317)
(5,880)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(1,579)
(1,470)
Tax effect of expenses that are not deductible in determining taxable profit
1,405
1,063
Change in unrecognised deferred tax assets
174
407
Taxation charge for the year
-
-

8
Fixed asset investments

The company holds investments in subsidiaries of £1 representing 1 Ordinary share in its subsidiary undertaking, APEX Bidco Limited.

ACTIVPAYROLL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
9
Subsidiaries

The company has the following investments in subsidiaries:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
APEX Bidco Limited
One, St.Peters Square, Manchester, England, M2 3DE
Ordinary
100.00
-
activpayroll France SARL
18, rue Gambetta, Enghien Les Bains, 95880, France
Ordinary
0
100.00
activpayroll Pty Ltd
35 Hay Street, Subiaco, Western Australia, WA 6008, Australia
Ordinary
0
100.00
activpayroll Inc.
375 Commercial Ct D, Venice, FL 34292-1623, USA
Ordinary
0
100.00
activpayroll Ltd.
First Floor, Blenheim Gate, 53, Blenheim Place, Aberdeen, AB25 2DZ
Ordinary
0
100.00
activpayroll PTE. Ltd.
6 Shenton Way OUE Downtown 1 #38-01, 068809, Singapore
Ordinary
0
100.00
activpayroll Ireland Limited
Century House, Harold's Cross Road, Dublin, 6W, Ireland
Ordinary
0
100.00
activpayroll GmbH
Isarstrasse 4, 65451 Keisterbatch, Frankfurt am Main, Germany
Ordinary
0
100.00
activpayroll Malaysia Sdn Bhd
Suite 507, Block F, Phileo Damansara 1, 9 Jalan 16/11, off Jalan Damansara, 46350 Petaling Jaya, Sel
Ordinary
0
100.00
activpayroll South Africa (Pty) Limited
Tygerforum A, 2nd Floor, 53 Willie Van Schoor Avenue, Tyger Valley, Western Cape, 7530, South Africa
Ordinary
0
100.00
activpayroll Consulting International DMCC
Unit No.128 DMCC Business Centre, Level No.5, Jewellery & Gemplex 2, Dubai, UAE
Ordinary
0
100.00
activpayroll B.V.
See footnote overleaf
Ordinary
0
100.00
activpayroll Payments B.V.
See footnote overleaf
Ordinary
0
100.00
Limes International B.V.
See footnote overleaf
Ordinary
0
100.00
Limes International Tax + Global Mobility B.V.
See footnote overleaf
Ordinary
0
100.00
Limes International Immigration + Relocation B.V.
See footnote overleaf
Ordinary
0
100.00
Limes International Human Resources B.V.
See footnote overleaf
Ordinary
0
100.00
Limes International Payroll B.V.
See footnote overleaf
Ordinary
0
100.00
Limes International Pension + Insurance B.V.
See footnote overleaf
Ordinary
0
100.00
Limes International Legal B.V.
See footnote overleaf
Ordinary
0
100.00
Limes International VAT + Customs B.V.
See footnote overleaf
Ordinary
0
100.00
Dutch Tax Returns B.V.
See footnote overleaf
Ordinary
0
100.00
Human Capital Services B.V.B.A.
Noordlaan 1A, 9200 Dendermonde, Belgium
Ordinary
0
100.00
TTT-Group B.V.
See footnote overleaf
Ordinary
0
100.00
Total Employee Compliance Services B.V.
See footnote overleaf
Ordinary
0
100.00
AangifteDirect B.V.
See footnote overleaf
Ordinary
0
100.00
Total Employee Mobility Solutions B.V.
See footnote overleaf
Ordinary
0
100.00
Miles International Payrolling B.V.
See footnote overleaf
Ordinary
0
100.00
Limes International (UK) Limited
First Floor Blenheim Gate, 52 Blenheim Place, Aberdeen, AB25 2DZ
Ordinary
0
100.00
ACTIVPAYROLL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
9
Subsidiaries
(Continued)
- 18 -

The registered office of these subsidiary undertakings is Voorschoterweg 23G, 2235 SE Valkenburg, Zuid Holland, Netherlands.

10
Debtors
2025
2024
Amounts falling due within one year:
£000
£000
Amounts owed by group undertakings
54,463
54,463

Amounts owed by group undertakings have no fixed repayments terms and no interest is payable on the principal amount. Although repayable on demand, the company does not expect to receive the balance within the next 12 months.

11
Creditors: amounts falling due after more than one year
2025
2024
£000
£000
Loan notes
82,393
76,076

The loan notes were issued on 24 January 2020 and are redeemable at par together with accrued interest on 22 January 2027. All loan notes accrue interest at a fixed rate of 8% per annum.

The series A and B2 loan notes are listed on 'The International Stock Exchange Authority'. A breakdown of the balance at the reporting date by loan note is outlined below:

Loan notes | Currency | Nominal interest rate (p/a) | Year of maturity | Carrying value at 31 March 2025 (£000’s) | Carrying value at 31 March 2024 (£000’s)
A loan notes | GBP | 8% | 2027 | 9,085 | 8,389
B1 loan notes | GBP | 8% | 2027 | 36,283 | 33,501
B2 loan notes | GBP | 8% | 2027 | 37,025 | 34,186
|  |  |  | 82,393 | 76,076

12
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
47,570
47,570
48
48
13
Reserves

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

For all reserve movements please refer to the Statement of changes in equity on page 11.

ACTIVPAYROLL GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
14
Events after the reporting date

On 2 8 May 2025, a ctivpayroll Group Ltd issued £7.5 million of additional loan notes accruing interest at 8% per annum to its existing shareholders to provide further funding to APEX Topco Limited and its subsidiaries (collectively known as the "Group"). The proceeds were made available to the operational business, activpayroll Ltd, via an intercompany loan to support operational initiatives, enhance liquidity, and strengthen the Group’s financial position.

In addition, on 28 May 2025, the Group negotiated an amended Senior Facilities Agreement with its banking partner, replacing the previous facility. The new agreement reflects a realignment of the Group’s capital structure in support of its long-term strategic plans and includes revised covenant terms designed to provide greater financial flexibility. Although activpayroll Group Ltd is not the borrower under this agreement, the refinancing materially benefits the wider Group’s financial stability and enhances its capacity to support debt obligations, including those held by activpayroll Group Ltd.

15
Related party transactions
Transactions with related parties

The company has taken advantage of the exemption available under paragraph 33.1A of Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the Group.

16
Ultimate controlling party

The company's immediate parent undertaking is APEX Topco Limited. The ultimate controlling party is Tenzing PE General Partner Limited, a company incorporated in Guernsey whose registered address is De Cataplan House, Grange Road, St.Peter's Port, Guernsey, GY1 2QG.

The largest group in which results of the company are consolidated is that headed by APEX Topco Limited whose registered address is One, St.Peter's Square, Manchester, England, M2 3DE. The consolidated financial statements of APEX Topco Limited are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF143UZ, DX 33050, United Kingdom.

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