The directors present the strategic report for the year ended 31 March 2025.
Latus Group Debtco Limited (the “Company”) is an intermediate holding company.
The Directors are pleased with the overall performance of the Company in the year with it making a profit before taxation of £2.1m (FY24: £4.8m Loss).
The company’s KPIs are focused on financial KPIs which is profit / (loss) before taxation which is presented above within the business review.
Details of the KPIs of the group in which the Company is part of are detailed in the financial statements of its ultimate parent company League Topco Limited.
The Company considers that it has limited principal risk and uncertainties as it does not hold any third-party debt and has no currency exposure.
Details of the principal risk and uncertainties of the group in which the Company is part of are detailed in the financial statements of its ultimate parent company League Topco Limited.
The Company is to continue to undertake its current activities as an intermediate holding company.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 7.
Ordinary dividends were paid amounting to £1,273,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.
We have audited the financial statements of Latus Group Debtco Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environments and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management as to actual and potential litigation and claims.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Latus Group Debtco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hull Sports Centre, Chanterlands Avenue, Hull, East Yorkshire, United Kingdom, HU5 4EF.
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 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 League Topco Limited. These consolidated financial statements are available from its registered office, Hull Sports Centre, Chanterlands Avenue, Hull, HU5 4EF.
The reason the entity is in a negative net asset position is due to intercompany debt; the group entities have shared management which have no intention to seek repayment of this debt that would threaten the ability of the entity to continue as a going concern. Thus the directors adopt the going concern basis of accounting in preparing the financial statements.
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.
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, loans from fellow group companies and preference shares that are classified as debt, 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.
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.
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 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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The directors are required to consider the recoverability of group debtors.
No indicators have been identified that the debt is impaired so the directors remain confident it is fully recoverable.
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.
The company issued a warrant as part of its debt funding, which allowed the holders to subscribe for shares in the company in certain scenarios including an exit. At the prior year end an exit was expected and a value substantially agreed therefore the warrants have been included based on the year end expected payoff to the holders, on the grounds that this was virtually fixed and highly probable, and therefore provided a more reliable estimate of the fair value than an option pricing model. The exit was confirmed in July 2024 which crystallised the value of the warrant at that date and extinguished the estimate.
The average monthly number of persons (including directors) employed by the company during the year was:
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
Dividends of £1,273,000 (2024 - £nil) were paid in July 2024 as part of a group-wide restructuring for the sale of the company. These dividends were payable to Trivest Limited, the parent company at the date of declaration, and were declared based on interim financial information prepared by the directors just prior to the transaction. Subsequently it was identified that the company may not have adequate reserves to permit this dividend.
Further information regarding dividends within the group restructuring can be found in note17.
Details of the company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK):
Amounts owed by group undertakings are interest free from July 2024 onwards, and repayable on demand. Prior to July 2024, interest incurred by the company on its own borrowings were recharged to group undertakings at the same face value of interest incurred. Following the July 2024 restructuring, the company does not anticipate that the counterparty can repay its debts to the company within a year of the balance sheet date, therefore these balances have been presented as due in more than one year.
Amounts owed to group undertakings are interest free and repayable on demand.
The loans were secured by a debenture over the group's assets.
The capital contribution reserve arose on the transfer of share warrant obligations from this company to the immediate parent company, L3 Essence Limited ("L3"). The share warrant was held at fair value through profit and loss, and the transfer was enacted as part of a restructuring which resulted in L3 issuing these shares instead. This discharged the company from the obligation to settle this liability.
The company is party to unlimited cross-company guarantees for borrowings entered into with two counterparties by member of the group, League Bidco Limited and League Topco Limited. Security against bank borrowings are secured by a comprehensive fixed and floating charge over all assets of the company.
As part of a group restructuring completed on 16 July 2024, Trivest Limited (the former parent company of Latus Debtco Limited) declared a dividend in specie with a fair value of £23.1 million, comprising £300 of realised retained profits, with the balance arising from unrealised retained profits treated as realised for this purpose in accordance with section 846 of the Companies Act 2006. This distribution facilitated the transfer of Trivest’s investment in Latus Group Debtco Limited to its then parent undertaking, T3 Skyco Limited. This was a necessary pre-completion step as part of the wider transaction to separate Latus Group Debtco and its subsidiary undertakings from T3 Skyco Limited to L3 Essence Ltd, in a share-for-share exchange.
The dividend in specie was declared following the receipt of an upstream distribution from Latus Group Debtco Limited, which was relied upon to support the availability of distributable reserves within Trivest Limited at that time. Subsequent review has identified that certain upstream dividends within the group, including the distribution from Latus Group Debtco Limited, may have been supported by financial information that did not accurately calculate the distributable reserves and, once corrected, there may not have been sufficient distributable reserves. As a result, there is a possibility that those distributions, and consequently the dividend in specie, were not compliant with the requirements of Part 23 of the Companies Act 2006 and may therefore constitute technical unlawful distributions.
Subsequent to the year-end, the Company, together with other relevant group entities, obtained legal advice from a specialist law firm and Counsel. Based on that advice, the Directors consider that:
the issue arose from deficiencies in the statutory and accounting processes used to evidence distributable reserves at the time, rather than any absence of underlying economic value;
the group was supported by substantial underlying value at the time of the transaction, including the fair value of the investment in Latus Group Debtco Limited; and
the risk of the transaction being set aside or unwound is considered remote.
The Directors have therefore concluded that the matter represents a technical breach of statutory requirements, rather than a substantive unlawful return of capital.
In order to regularise the position, the Company and relevant group entities intend to implement a series of remediation steps. These include:
preparation of compliant interim accounts demonstrating the availability of distributable reserves;
utilisation of distributable profits within the group, including through the declaration of dividends from profitable entities, to address any historic shortfall;
formal approval of corporate actions to retrospectively validate the historic distributions; and
execution of appropriate releases to extinguish any potential legal claims.
These steps are intended to regularise the position retrospectively and are not expected to result in any repayment of dividends or reversal of the underlying transactions.
The Directors therefore consider that these matters do not affect the Company’s financial position, results, or cash flows as presented in these financial statements.
During the year the company entered into the following transactions with related parties:
In addition, the company declared dividends in favour of its parent company at the date of declaration, Trivest Limited, as detailed further in note 8.
The Company has taken the exemption permitted by section 33.1A Related Party Disclosures, not to disclose transactions made with other wholly owned group companies of League Topco Limited. Details of the balances outstanding at the year end are given in note 8.
In the prior year the company omitted a bank account from its financial records, into which proceeds had been received from an issue of shares during the year. These shares were issued at a premium resulting in gross proceeds received of £140,000.