The director presents their strategic report for the year ended 31 March 2025.
The company does not trade and is a member of the Aurora group. This strategic report refers to the activities of the group which include this company’s activities. However, the financial statements presented in this annual report are those of the company and not the group.
FY25 was a year of significant transformation and strategic renewal for the business, set against a backdrop of challenging economic conditions and a turbulent trading environment across the sector.
In response to these headwinds, the shareholders took decisive action to strengthen leadership and reposition the business for long-term success. This included the appointment of Robin Stanton-Gleaves, a respected and proven leader within the Managed Print Services (MPS) sector, as Chairman, and Martin Oxley as Chief Executive Officer. These leadership changes marked the beginning of a comprehensive review of the organisation’s structure, strategy, and market approach.
A root-and-branch transformation followed, encompassing:
Refinement of market propositions to better align with evolving customer needs
Rebranding initiatives to refresh and reposition the business
Strategic alliances to enhance capability and reach
Restructuring of the cost base, including a significant reduction in headcount to drive operational efficiency
These changes have been positively received across the market, with encouraging feedback from customers, suppliers, and partners. Trading performance has shown marked improvement, and the business is now operating with greater agility, focus, and resilience.
Shareholder confidence remains high, demonstrated by the successful acquisition of the Right Digital Solutions Group of Companies in September 2025. This strategic move further strengthens the group’s market position and capabilities.
Looking ahead, there is genuine optimism about the future. The business is now firmly on a positive trajectory, underpinned by a clear strategic vision, a revitalised leadership team, and strong market momentum.
Aurora Managed Services delivers pro-actively managed workplace technology solutions to organisations across the UK, helping them enhance staff productivity, optimise technology performance, and operate more efficiently, securely, and sustainably.
FY25 was a pivotal year for the business, marked by continued post-COVID market pressures and broader economic challenges. In response, the company underwent a leadership transition, with Robin Stanton-Gleaves appointed as Chairman and Martin Oxley as Chief Executive Officer. Under their guidance, a comprehensive strategic review was undertaken, resulting in fundamental changes across market propositions, branding, strategic partnerships, and operational structure.
While these changes led to increased costs during the year, they were essential to reposition the business for sustainable growth. The impact of these actions is already evident, with a significant improvement in profitability and a more focused, agile approach to operations.
Sales performance has strengthened, with a growing customer base and notable success in securing major new accounts. These wins reflect the market’s positive response to the refreshed strategy and enhanced value proposition.
Looking ahead to FY26, the business is well-positioned for continued growth. With a stable cost base and renewed market momentum, Aurora is entering its next phase of expansion with confidence and clarity.
The directors continue to prioritise cash generation and liquidity management, and remain confident that the group has sufficient resources to meet its obligations and continue operating as a going concern for the foreseeable future.
The principal risks and uncertainties facing the company and group surround the magnitude and pace of post pandemic recovery, combined with the macro-economic stability of the market. The group’s board minimises risk through continuous monitoring and maintaining strong relationships with key customers and suppliers.
Whilst the directors review and measure all aspects of the business, including call response times, MIF per engineer and first-time fix rates, the directors consider EBITDA the key indicator of success of the business.
The board has confidence in the company's and group’s strategy and therein, in its ability to drive organic growth underpinned by improving trading metrics and supplemented by complimentary acquisitive growth where appropriate.
Details of matters relevant to the directors' assessment of the application of the going concern basis are given in note 1.2 to the financial statements.
Future developments
To achieve its strategic goals, the group continues both to assess suitable acquisition opportunities and improve operational efficiencies.
The group’s diversified portfolio—spanning managed print services, workplace telecoms, document workflow solutions, office supplies, and IT services—provides resilience and strengthens its competitive position across multiple sectors. This breadth enables Aurora to deliver integrated, pro-actively managed workplace technology solutions tailored to the evolving needs of its customers. The directors recognise the strategic importance of localised service delivery and maintain a customer-centric approach when integrating newly acquired businesses, ensuring continuity, operational excellence, and long-term value creation.
The group delivers value to businesses through innovative products and exceptional service, tailored to meet customer needs. The group acknowledges that the strength of its relationships with customers and suppliers underpins its current and future growth. This philosophy is reflected in the longstanding partnerships the group has maintained with numerous suppliers and customers over the years.
The group has completed its annual Environmental, Social, and Governance (ESG) impact report, reaffirming its commitment to sustainability and progressing towards net-zero carbon emissions. The directors are dedicated to contributing positively to global well-being. Environmentally, the group continuously evaluates and enhances its practices, supply chain, services, and carbon footprint. Partnerships with innovative organizations have enabled the group to minimise environmental impact, expand its range of recycled products, and promote recycling across the lifecycle of its machines. Employee questionnaires also enable the company to take necessary measures internally, to reduce its carbon footprint.
The company’s ultimate shareholder is represented on the board, ensuring that the company’s and group’s strategies and objectives align with shareholder expectations. These expectations are regularly communicated to the board to maintain alignment and focus.
On behalf of the board
The director presents his annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 11.
No ordinary dividends were paid. The director does not recommend payment of a final dividend.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Going concern
The company is a member of the Aurora UK Topco Limited group (“the group”). The company is reliant upon the wider group’s financing facilities. The group meets its day-to-day working capital requirements through its own cash balances and committed banking/funding facilities. In assessing the appropriateness of adopting the going concern basis in the preparation of these financial statements, the directors have reviewed several factors, including information provided to them in relation to the group’s trading results, its available resources, the ability of the group to continue to operate within its financial covenants and the group’s latest forecasts and projections, comprising:
A forecast for the period to 31 March 2027 which has been prepared on a bottom-up basis with realistic assumptions regarding new contract wins, print volumes and likely margins.
Pemberton have also provided a letter of financial support covering the going concern assessment period, highlighting investor confidence in the group’s growth plans. This support was evident in funding the acquisition of the Right Digital Solutions group of companies in September 2025 and the contribution of funds during the year, to support the group’s working capital demands. The directors are confident in the group’s ongoing operations, supported by lenders and investors, and continue to prepare financial statements on a going concern basis.
In managing its capital, the group’s primary objective is to maintain a sufficient funding base to enable the group to meet its working capital and strategic investment needs. In making decisions to adjust its capital structure to achieve these aims, through new share issues or debt, the group considers not only its short-term position but also its long-term operational and strategic objectives.
Liquidity risk arises from the group management of working capital. It is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due. Refer to Note 1.2 of the financial statements for details of going concern considerations.
The group policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 90 days.
The group borrows at variable rates of interest. It is therefore exposed to increases in interest rates. The group reviews market forecasts of future interest rates on a regularly basis and would consider the use of hedging instruments to mitigate such risk where appropriate. No hedging arrangements were in force at the balance sheet date.
The group trades exclusively in the UK and financing is predominantly denominated in sterling. The group is therefore exposed to only minimal currency risk.
Credit risk is the risk of financial loss to the group if a customer or a counter party to a financial instrument fails to meet its contractual obligations. The group is principally exposed to credit risk on cash and cash equivalents with banks and financial institutions, and trade receivables. For banks and financial institutions, only independently rated parties with an acceptable rating are utilised.
Credit risk in connection with trade receivables is managed by the use of credit control procedures, such as the maintenance of a credit control department, use of credit references and stop limits. Balances are provided for in the eventuality it becomes necessary.
In accordance with the company's articles, a resolution proposing that Grant Thornton UK LLP be reappointed as auditor of the company will be put at a General Meeting.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the director is 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; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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. He is 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.
We have audited the financial statements of Harrow Bidco Limited (the 'company') for the year ended 31 March 2025, which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company’s business model including effects arising from macro-economic uncertainties such as the global cost of living crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company’s financial resources or ability to continue operations over the going concern period.
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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the director's report.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, the Companies Act 2006, and the relevant tax legislation in the jurisdictions in which the company operates;
We understood how the company is complying with those legal and regulatory frameworks by making enquiries of management and those charged with governance. We corroborated our enquiries though our review of board minutes and other relevant correspondence received from legal advisors and regulatory bodies;
We also enquired of management and those charged with governance concerning the company’s policies and procedures relating to the identification, evaluation, detection and response to the risks of fraud and the establishment of internal controls to mitigate risks related to fraud. We enquired as to whether they had any knowledge of actual, suspected or alleged fraud;
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by considering management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. We determined that the principal risk was through management override of controls;
Audit procedures performed by the audit team included:
- identifying and assessing the design and implementation of controls management utilises to prevent and detect fraud;
- assessing the extent of compliance with the relevant laws and regulations as part of our audit procedures on the related financial statement item; and
- performing audit procedures to conclude on the compliance of disclosures in the financial statements with applicable financial reporting requirements.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.
The assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s:
- understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;
- knowledge of the industry in which the company operates;
- understanding of relevant legal and regulatory frameworks including United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, the Companies Act 2006, and the relevant tax legislation in the jurisdictions in which the company operates, and the application of the legal and regulatory requirements of these to Harrow Bidco Limited.
Communications within the audit team in respect of potential non-compliance with laws and regulations and fraud included the potential for fraud including through the valuation of goodwill and investments in subsidiaries; and through management override of controls in the preparation of the 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: 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 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Harrow Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1-2 Castle Lane, London, SW1E 6DR.
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 £.
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. The company has therefore taken advantage of exemptions from the following disclosure requirements:
- 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 each category of financial instrument; 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.
Transactions with related parties which are wholly owned subsidiaries of the company's parent have not been disclosed as permitted by section 33 of FRS102.
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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
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.
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, including creditors, bank loans and loans from fellow group companies 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
In the application of the company’s accounting policies, the director is 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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The determination of whether the carrying value of goodwill and investments in subsidiary undertakings is impaired is a key area of judgement. Having reviewed the matter, the directors have determined that there are no indicators of possible impairment present at the balance sheet date.
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.
In estimating the market rate of interest applied to the intra group loan notes the directors have taken into account rates charged by other lenders, the term of the facility and the security provided.
In estimating the amortised cost of certain loans receivable and payable, an estimate must be made of the timing of cashflows expected to be received and paid.
The estimated useful life of goodwill is based on assumptions concerning the rate at which purchased goodwill is replaced by internally-generated goodwill after purchase, and includes an assessment of such matters as the life of non-contractual customer relationships and other intangibles purchased that are not separable or based on contractual or legal rights.
The average monthly number of persons (including directors) employed by the company during the year was:
Fees for audit and non-audit services have been borne by Aurora Managed Services Group Limited.
The actual charge/(credit) 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:
Details of the company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Loans are secured by charges over the company's assets and those of other members of the group.
Company facilities accrue interest at a rate of SONIA + 12% and are repayable by February 2029. Other group facilities accrue interest at rates between SONIA + 3.25 - 7.25% and are repayable by August 2028.
There are further committed but undrawn facilities of £2 million.
Other reserves comprise a capital contribution reserve which relates to payment in kind on accession of the loans to the parent company.
The Company has secured group borrowings by creating a fixed and floating charge over its assets. At the year end the amount of borrowings secured is £155.12 million.