The directors present the strategic report for the period ended 31 March 2025.
League Bidco Limited (the “Company”) was incorporated on 17 June 2024 and is an intermediate holding company.
The Directors are satisfied with the overall performance of the Company in the year with it making an operating loss of £(0.1)m and incurred interest payable and similar expenses of £1.7m resulting in a loss before taxation of £(1.8)m in its initial trading period.
On the 19 July 2024 the Company acquired the entire share capital of L3 Essence Limited.
The company’s KPIs are focused on financial KPIs such as (a) Profit / (Loss) before taxation; (b) Carrying Value of Investments. These KPIs are summarised in the table below:
KPI | period ended 31st March 2025 |
Profit/(Loss) before taxation (£m) | (£1.8m) |
Carrying Value of Investments (£m) | £28.9m |
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 its principal risk and uncertainty is in respect of the carrying value of investments. To mitigate this risk the Company has a robust acquisition strategy with all acquisitions being approved by the Board and being subject to extensive due diligence and a defined integration process.
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 invest in further suitable acquisition that are complementary to the wider group’s businesses if they meet the investment criteria set by the Board.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 March 2025.
The results for the period are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Sumer Auditco Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
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 League Bidco Limited (the 'company') for the period 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 period 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.
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 directors and other management, and from our commercial knowledge and experience of the trade;
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;
We assessed the extent of compliance with the laws and regulations considered above through making enquiries of management; 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 risks of fraud through management bias and override 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 the 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;
Reading the minutes of meetings of those charged with governance;
Enquiring of management as to actual and potential litigation and claims; and
Discussions with senior management regarding relevant regulations and reviewing the company's legal and professional fees.
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 director's and other management and the inspection of regulatory and legal correspondence.
As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of the nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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.
League Bidco 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 company is reporting a short first reporting period in order to align its year end with that of its subsidiary companies. Subsequent reporting periods are expected to run annually to 31 March.
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.
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, 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.
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.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
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 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 tests its investments annually for recoverability based on the cash generation of those subsidiary companies. This uses a discounted cash flow model where the forecasts for the business, the discount rate, and the terminal growth rate are all key inputs to the model.
The company has significant exposure to intercompany debtors, which have been presented as due in more than one year based on the expected timing of recoverability. These debtors form part of the overall investment into the trading group and therefore are considered as part of the wider cash generation of the investment, as detailed above.
The audit fee for the year has been borne by a subsidiary of the company.
The company has taken advantage of the exemption to not disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.
The average monthly number of persons (including directors) employed by the company during the period was:
Their aggregate remuneration comprised:
Details of amounts payable to group companies is explained in note 13. This is payable only on a certain portion of group liabilities.
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
The rate of tax throughout the year and expected in the future in the UK is 25%. The company has tax losses carried forward at the year end of £NIL, on which no deferred tax asset has been recognised.
All subsidiaries have their registered office at Hull Sports Centre, Chanterlands Avenue, Hull, HU5 4EF.
Details of the company's subsidiaries at 31 March 2025 are as follows:
Amounts owed to group undertakings are unsecured, interest free, and repayable on demand.
Accruals and deferred income relates to accrued interest payable on the loans shown in note 12 where interest is payable quarterly in arrears.
Details of the bank loans and other borrowings are provided in note 13.
Bank loans
The above represents bank loans payable, comprising an initial principle drawdown in July 2024 of £12,000,000, a further drawdown in March 2025 of £700,000, and arrangement fees of £371,635 relating to the loan which is offset against the carrying value of the debt.
The long‑term loans are secured by fixed charges on the property and equipment of League Bidco, its parent entity League Midco Limited, and the ultimate controlling entity, League Topco Limited. In addition, floating charges have been granted over all other present and future assets and undertakings not subject to the fixed charges noted above.
The loans relate to a senior debt facility from Santander with an interest rate of a variable margin above SONIA. The £12,000,000 falls due for repayment in full in July 2030. The company is entitled to draw under the revolving credit facility which would have equivalent terms and fall due for repayment in January 2030.
Loans from group undertakings
This represents loan notes owed to League Midco Limited which were incepted in July 2024 with a principle of £10,347,049. Interest is payable at a rate of 12% per annum, compounding and with amounts payable rolled up quarterly as a payment in kind. Total interest payable in the year is shown in note 6. The loans are unsecured and repayable on an exit of the business, which is not expected to be within 12 months of the balance sheet date.
On incorporation, one Ordinary share was issued for £1.
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.
Acquisition of subsidiaries
On 11 February 2026 the Company acquired 100% of the ordinary share capital of Euro Environmental Limited for consideration of approximately £2.4 million. The acquisition represents a business combination.
On 30 April 2026 the Company acquired 100% of the ordinary share capital of Cirrus Environmental Solutions Limited for consideration of approximately £1.4 million. The acquisition represents a business combination.
The company has taken advantage of the exemptions conferred by S33.1A of FRS 102 which permit it to not disclose transactions with wholly-owned group companies. Details of balances outstanding at the year end are provided in notes 10 and 11.