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Agility Topco Limited
Registered number: 16267896
Annual report and audited financial statements
For the period ended 31 March 2026
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AGILITY TOPCO LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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AGILITY TOPCO LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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AGILITY TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2026
The directors present the Strategic Report for the period ended 31 March 2026.
On 28 March 2025, Agility Bidco Limited purchased 100% of the share capital of Project Cake Topco Limited. This transaction transferred control of Project Cake Topco Limited and their associated subsidiaries (Project Cake Midco Limited, Project Cake Bidco Limited, Hippo Digital Limited, Shed Data Services Limited, The Data Shed Limited) to Agility Bidco Limited, a wholly owned subsidiary of Agility Topco Limited.
The principal activity of the Group continued to be that of the provision of digital services, primarily to the Public Sector.
During the period to 31 March 2026 the Group has recorded turnover of £75.3m with a gross profit margin of 31.8%.
Principal risks and uncertainties
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The business risks facing the Group are subject to ongoing reviews by management and actions agreed to assess and mitigate, as appropriate, the risks identified.
Environmental policy
The Group recognises the importance of its environmental responsibilities and attempts to minimise its impact on the environment, reducing the carbon footprint.
Financial key performance indicators
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Period ended 31 March 2026
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The Group has performed well against its budgeted activities for the year ended 31 March 2026. In addition to the Financial KPI’s, the Group also tracks utilisation and pipeline on a monthly basis.
Payment of creditors
It is the Group’s policy to ensure that suppliers are aware of the Group’s terms of payment and that those terms are agreed at the commencement of business with each supplier. Payments are made in accordance with the payment terms and conditions agreed.
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AGILITY TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
Statement of the Directors' duties in performance of s172(1) Companies Act 2006
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The directors of Agility Topco Limited consider that for the year ended 31 March 2026 they have acted in a way they consider, in good faith, would be the most likely to promote the success of the Group for the benefit of its members as a whole and having regard to the matters set out in s172 (1) as below:
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The experience, knowledge and expertise of the Group’s staff are key to all aspects of the businesses’ success. A motivated and driven workforce will allow the Group to achieve its strategic aims and maintain growth in future years.
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The Group has a structured process for employee development and reviews and for gathering feedback on Group wide matters from employees. An all-staff call is held every 2 weeks to provide updates on a range of matters, including Group strategy.
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A strong relationship between the Group and its suppliers is key to the business being able to provide high quality consultants to service customer needs.
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The Group meets with key suppliers on a regular basis to maintain relationships and ensure any changes in requirements are communicated clearly.
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Customers are key to the current success of the Group and will be vital in the Group achieving its target growth.
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All key clients have a Client and Delivery Partner. This allows the Group to discuss a client's key requirements and manage the relationship. It also provides the opportunity for client feedback on the Group’s performance.
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The Group has external funding in place with a global bank with additional acquisition funding available.
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Financial performance updates are provided monthly to the funder. Covenants are reported on a quarterly basis.
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The Group recognises that its operations, including how and where they are performed impact the environment. The Group understands its responsibility to ensure this impact is minimised wherever possible.
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The Group tracks its carbon footprint and greenhouse emissions as per page 7 - 8 of these financial statements. The Group actively works to reduce its environmental impact and has set a target to reach net zero by 2040. Over the coming financial year the Group is working towards setting science based targets as part of SBTi.
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The Group recognises the support of its shareholders is essential to the Group’s overall strategy.
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The Group prepares annual budgets which are agreed with the key shareholders. Performance against key metrics, including the budget, are reported on a monthly basis.
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AGILITY TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
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The Group is committed to making a positive impact in the communities where we operate. Through our Social Value Strategy, the Group has set a target to deliver £100m of social impact by 2030 - measured using the Thrive Social Value Measurement Tool. One of the ways the Group delivers local impact is through employee volunteering. Every employee is encouraged to take two days each year to volunteer in their community. During the year ending 31st March 2026 employees completed 1,587 hours of volunteering.
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Over the past year, the Group has continued to build relationships with community partners, charities and educational institutions with whom the Group holds regular volunteering days and undertake pro-bono work. We measure our impact using the Thrive Social Value Measurement Tool which converts our impact into financial terms using 25 metrics that cover a range of social value activities. In the year end 31st March 2026, the Group calculated that a further £18.2m of social impact was enabled. This means the Group has now enabled £67.7m of social impact against the target of £100m by 2030.
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This report was approved by the board on 28 August 2026 and signed on its behalf.
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AGILITY TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2026
The directors present their report and the financial statements for the period ended 31 March 2026.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £28,872,972.
No dividends were declared in the period.
The directors who served during the period were:
A Y Lewis (appointed 28 March 2025)
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P A Nannetti (appointed 28 March 2025)
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J B S Regeur (appointed 28 March 2025)
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M S Taylor (appointed 28 March 2025)
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M R Watts (appointed 28 March 2025)
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B N Rauber (appointed 21 February 2025, resigned 7 May 2026)
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AGILITY TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
Management’s assessment of going concern has been performed on a group basis, based on results and forecasts that are prepared on a consolidated basis.
These financial statements have been prepared on a going concern basis. The directors, having considered the financial position of the Company for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Company to continue as a going concern.
The directors have prepared forecasts that consider a period of more than 12 months from the signing of the financial statements which show that the Company will be able to continue to operate within its agreed facilities.
Accordingly the directors have a reasonable expectation that the Group will continue in operational existence for the foreseeable future and thus they adopt the going concern basis of accounting in preparing the financial statements.
Economic impact of global events
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UK businesses are currently facing many uncertainties such as environmental sustainability and geopolitical events.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
The digital services industry continues to offer opportunities for growth, and the Group's focus remains to be improving performance against its key performance indicators, financial and otherwise. The Group continues to invest in winning new business and customer relationships, along with high quality delivery consultants, enabling the Group to provide high quality services to our valued customers. The directors aim to pursue policies conducive to the well-being of the Group.
The growth of AI and the opportunities this presents for the Group, both internally and with clients, is a significant area of focus. Investments continue to be made to upskill our employees and provide dedicated resource to maximise the use of AI with clients.
Research and development activities
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The Group undertakes a number of projects for customers that involve the development, testing and proving of concepts, innovative use of technology and complex technical challenges to fulfil the requirements.
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AGILITY TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
Engagement with suppliers, customers and others
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The Group’s engagement with suppliers, customers and others is covered in the Section 172 statement in the Strategic Report.
Disabled Employees
As part of the Group's social value strategy, one of our five themes is 'Diversity, Inclusion and Belonging' with three objectives;
∙Grow and sustain a workforce representative of the communities we serve;
∙Ensure everyone has fair and equal opportunity to work for us, irrespective of personal circumstance or background;
∙Transparent reward and promotion for all
In the year ending 31st March 2026 the Group achieved Disability Confident Employer Level 3. The Group ensures that this information is visible on its website and on job applications. Adjustments can be requested as part of the recruitment process (as stated on the website) and the Group also offer examples of these to help potential candidates.
The Group has an office strategy which includes ensuring that all offices are accessible and the Group is developing an accessibility scoring system to define criteria when making decisions about new office spaces and to drive continuous improvements in existing facilities.
The Group has a set of inclusive working guides in our handbook that includes a guide to reasonable adjustments, access to work and workplace passports.
The Group's Diversity, Inclusion & Belonging (DI&B) forum is in its third year, which supports the delivery of the DI&B strategy and the Group has employee resource groups (referred to as Communities of Belonging) which includes one focused on disability.
The Group has developed a career skills competency framework that provides a fair and transparent promotion and reward process and ensures individuals are recognised based on their skills, experience, hard work and contribution to the business.
In order to help the Group track progress in relation to improving diversity in the business, the Group ask its staff to self disclose information including in relation to disability (which means that individuals are not required to disclose information should they prefer not to do so). Based on this information, approximately 9% of the permanent workforce consider themselves as having a disability (which is an increase from 6% last year).
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AGILITY TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Group recognises its responsibilities to good environmental practice, compliance with all applicable environmental legislation and is committed to the continual improvement of environmental performance. To this end, the Group reports under the requirements of the UK Streamlined Energy and Carbon Reporting (SECR) legislation.
This document presents the energy and carbon reporting for the Group in fulfilment of the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 and SECR. The emissions and energy consumption data included relate solely to UK operations, covering all Scope 1 and Scope 2 sources, as well as Scope 3 from fuel used in personal and hire cars for business travel (grey fleet).
GHG Emissions and Energy use for the Reporting Period FY26 (1st April 2025 - 31st March 2026)
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Scope 1 - Combustion of gas
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Scope 2 - Purchased electricity (location-based)
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Scope 3 - Personal/hire cars on business use
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Intensity ratio - tCO2e per FTE*
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Scope 1 - Combustion of gas
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Scope 2 - Purchased electricity (location-based)
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Scope 3 - Personal/hire cars on business use
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Intensity Ratio - kWh per FTE*
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* Average headcount FY26 = 572 including employees and contractors.
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AGILITY TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
Methodology
The methodology used to produce this report is aligned with the UK Government’s Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance March 2019 (Updated Introduction and Chapters 1 and 2). Scope 1, Scope 2 and relevant Scope 3 emissions for Agility Topco have been calculated and are included in the total emissions figure. This covers gas combustion, purchased electricity for own use and transport use as defined in Chapter 2, Section 7 of UK Environmental Reporting Guidelines. Scope 2 emissions are reported on a location-basis.
GHG emissions have been quantified using UK Government emission conversion factors for 2025 (April 2025-December 2025) and 2026 (January 2026 - March 2026). Activity data was multiplied by the corresponding conversion factors to calculate kgCO2e, which was then converted into tCO2e by dividing by 1,000 for emissions reporting. Energy consumption is measured in kWh.
GHG emissions were calculated following guidance set out by ISO 14064-1, the global standard for the quantification and reporting of GHG emissions. Data for both leased and serviced offices has been included in Scope 1 and 2 for the SECR reporting.
∙Scope 1: Gas consumption was determined (using the Terrea platform) based on meter readings from the reporting period, with estimates applied where data was unavailable.
∙Scope 2: Electricity consumption was determined (using the Terrea platform) based on meter readings from the reporting period, with estimates applied where data was unavailable.
∙Scope 3: Mileage data from employee-owned vehicles and fuel purchase data (litres using Net CV metrics) from hire vehicles was calculated from the expense reimbursement claims (using fuel type) recorded by Agility Topco.
Intensity Ratio
The Group has chosen to report the intensity ratios of tCO2e per average FTE and kWh per average FTE as these are the most appropriate measures for the sector that the organisation operates in, as set out in Annex F of the Environmental Reporting Guidelines guidance. The business has grown 18% in terms of average headcount in FY26.
Energy Efficiency Action Taken
The following environmental improvements have been made:
∙Majority renewable electricity used at leased offices (non-renewable used temporarily when green electricity contract lapsed)
∙Gas supply disconnected during head office refurbishment in Leeds
∙Old fluorescent lighting replaced with LED at the Leeds head office
∙Energy efficient hot water boilers installed in kitchen tap units in Leeds
∙PIR motion sensors installed in low-traffic areas to reduce lighting energy waste in Leeds
∙Hybrid working approach implemented to reduce unnecessary travel and office energy use
∙Public transport first business travel policy - reduced the overall amount of car mileage in year ending 31st March 2026 compared to the prior year
∙Electric car scheme in place for employees - in year ending 31st March 2026 EV mileage accounted for 13% of the total mileage
∙Birmingham office location changed in year ending 31st March 2026, with a smaller office footprint resulting in less gas and electricity consumption
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AGILITY TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group since the year end.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 28 August 2026 and signed on its behalf.
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AGILITY TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGILITY TOPCO LIMITED
Opinion
We have audited the financial statements of Agility Topco Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the period ended 31 March 2026 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Position, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows 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).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Group's and Parent Company’s affairs as at 31 March 2026 and of the Group's loss for the period 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’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent 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 Group's nor Parent 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, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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AGILITY TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGILITY TOPCO LIMITED
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 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.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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.
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AGILITY TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGILITY TOPCO LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Group and Parent Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company are in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
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AGILITY TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGILITY TOPCO LIMITED
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 the audit 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.
Ashley Barraclough (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
28 August 2026
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AGILITY TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2026
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial period
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There were no recognised gains and losses for 2026 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2026.
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The notes on pages 20 to 44 form part of these financial statements.
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AGILITY TOPCO LIMITED
REGISTERED NUMBER: 16267896
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2026.
The notes on pages 20 to 44 form part of these financial statements.
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AGILITY TOPCO LIMITED
REGISTERED NUMBER: 16267896
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The loss after tax of the Parent Company for the period was £10,656,008.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2026.
The notes on pages 20 to 44 form part of these financial statements.
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AGILITY TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2026
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Comprehensive expense for the period
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|
|
|
Total comprehensive expense for the period
|
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
|
Shares issued during the period
|
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 20 to 44 form part of these financial statements.
|
- 17 -
|
|
AGILITY TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2026
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive expense for the period
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive expense for the period
|
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
|
Shares issued during the period
|
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 20 to 44 form part of these financial statements.
|
- 18 -
|
|
AGILITY TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2026
Cash flows from operating activities
|
|
(Loss)/profit for the financial period
|
|
|
|
|
Amortisation of intangible assets
|
|
Depreciation of tangible assets
|
|
Gain on disposal of tangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from operating activities
|
|
|
|
|
Cash flows from investing activities
|
|
Purchase of tangible fixed assets
|
|
Sale of tangible fixed assets
|
|
|
|
|
Net cash paid from acquisition of subsidiary
|
|
Other costs associated with subsidiary acquisition
|
|
Net cash from investing activities
|
|
Cash flows from financing activities
|
|
Issue of ordinary/preference shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
Net increase in cash and cash equivalents
|
|
Cash and cash equivalents at the end of period
|
|
|
|
|
Cash and cash equivalents at the end of period comprise:
|
|
|
|
|
|
|
|
- 19 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
Agility Topco Limited (the "Company") is a private company, limited by shares, registered in England and Wales with registered number 16267896. The registered office and principal place of business is 30 Broadwick Street, London, United Kingdom, W1F 8JB.
The principal activity of the Group is the provision of digital services, primarily to the Public Sector. The Company's principal activity is that of a holding company.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
|
|
|
The financial reporting standard 102 - reduced disclosure exemptions
|
The Parent Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27,12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
- 20 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
These financial statements have been prepared on a going concern basis. The directors, having considered the financial position of the Group for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Group to continue as a going concern.
The directors have prepared forecasts that consider a period of more than 12 months from the signing of the financial statements which show that the Group will be able to continue to operate within its agreed facilities.
Accordingly the directors have a reasonable expectation that the Group will continue in operational existence for the foreseeable future and thus they adopt the going concern basis of accounting in preparing the financial statements.
|
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
- 21 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
- 22 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
|
|
|
Current and deferred taxation
|
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
- 23 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Amortisation is charged to administrative expenses within the Consolidated statement of comprehensive income.
- 24 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Depreciation is charged to administrative expenses within the Consolidated statement of comprehensive income.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
- 25 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
- 26 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
- 27 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
|
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
In applying the Group's accounting policies, the directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions the actual results and outcomes may differ.
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgments in applying the Group's accounting policies
The critical judgments that the directors have made in the process of applying the Group's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
(ii) Impairment of goodwill
At each reporting date, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Key sources of estimation uncertainty
(i) Determining residual values and useful economic lives of tangible and intangible assets
The Group depreciates tangible and intangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on the historic performance as well as expectation about future use and therefore requires estimates and assumptions to be applied by management.
- 28 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
The whole of the turnover is attributable to the principal activity of the Group.
|
|
Employee costs are considered exceptional this year as they relate to redundancy costs.
|
|
|
Government grants receivable
|
|
|
|
|
|
- 29 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
|
|
|
|
|
The operating loss is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation of intangible fixed assets
|
|
|
|
Depreciation of tangible fixed assets
|
|
|
|
|
|
|
|
Other operating lease rentals
|
|
|
|
|
|
|
During the period, the Group obtained the following services from the Company's auditor:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditor for the audit of the consolidated and Parent Company's financial statements
|
|
|
|
Fees payable to the Company's auditor in respect of:
|
|
|
|
Taxation compliance services
|
|
|
|
All non-audit services not included above
|
|
- 30 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
|
|
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the period was as follows:
|
- 31 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
|
|
|
|
|
|
Group contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
|
During the period retirement benefits were accruing to 3 directors in respect of defined contribution pension schemes.
|
|
|
The highest paid director received remuneration of £162,000.
|
|
|
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12,850.
|
|
|
Other interest receivable
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loan interest payable
|
|
- 32 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
Adjustments in respect of prior periods
|
|
|
|
|
|
|
|
Factors affecting tax charge for the period
|
|
|
The tax assessed for the period is higher than the standard rate of corporation tax in the UK of25%. The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before tax
|
|
|
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
Adjustments to tax charge in respect of prior periods - deferred tax
|
|
|
|
Movement in deferred tax not recognised
|
|
|
|
Total tax charge for the period
|
|
- 33 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
13.Taxation (continued)
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On acquisition of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On acquisition of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 34 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 35 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
|
30 Broadwick Street, London, United Kingdom, W1F 8JB
|
|
|
|
|
|
30 Broadwick Street, London, United Kingdom, W1F 8JB
|
|
|
|
|
Project Cake Topco Limited*
|
24-26 Aire Street, Leeds, England, LS1 4HT
|
|
|
|
|
Project Cake Midco Limited*
|
24-26 Aire Street, Leeds, England, LS1 4HT
|
|
|
|
|
Project Cake Bidco Limited*
|
24-26 Aire Street, Leeds, England, LS1 4HT
|
|
|
|
|
|
1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
|
|
|
|
|
Shed Data Services Limited*
|
1st Floor Aireside House, Aire Street, Leeds, United Kingdom, LS1 4HT
|
|
|
|
|
|
1st Floor, Aireside House, Aire Street, Leeds, England, LS1 4HT
|
|
|
- 36 -
|
|
AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and are repayable on demand.
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- 37 -
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AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
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Creditors: Amounts falling due after more than one year
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Share capital treated as debt
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Share premium treated as debt
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Disclosure of the terms and conditions attached to the non-equity shares is made in note 23.
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The bank loan incurs interest at 5.25% + SONIA per annum and a total of £68,500,000 is repayable in February 2032, 7 years from the issue date. Included within the bank loan are deal fees of £3,171,675 which are being amortised and released to the profit and loss over the period of the loan.
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Analysis of the maturity of loans is given below:
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Amounts falling due after more than 5 years
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- 38 -
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AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
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Charged to profit or loss
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Arising on business combinations
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Fixed asset timing differences
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Intangibles on acquisition
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Short term timing differences
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- 39 -
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AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
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Shares classified as equity
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Allotted, called up and fully paid
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102,500 Ordinary A1 shares of £0.01 each
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36,000 Ordinary A2 shares of £0.01 each
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840,000 Ordinary B shares of £0.01 each
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Shares classified as debt
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Allotted, called up and fully paid
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101,016,292 Preference shares of £0.01 each
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Upon incorporation, 1 Ordinary share was issued at its nominal value of £0.01. This was redesignated on 28 March 2025 to an Ordinary B share.
On 28 March 2025, 102,500 Ordinary A1 shares with a nominal value of £0.01 were issued and paid for at £1.02 per share.
On 28 March 2025, 36,000 Ordinary A2 shares with a nominal value of £0.01 were issued and paid for at £1.02 per share.
On 28 March 2025, 839,999 Ordinary B shares with a nominal value of £0.01 were issued and paid for at £1.02 per share.
On 28 March 2025, 101,016,292 Preference shares with a nominal value of £0.01 were issued and paid for at £1.00 per share
Ordinary shares A1 and B have full voting rights, are entitled to receive dividends prorated according to the number of equity shares held and are not redeemable.
Ordinary shares A2 have no voting rights, are entitled to receive dividends prorated according to the number of equity shares held and are not redeemable.
Preference shares have no voting right, are entitled to receive a fixed, cumulative, preferential dividend and are redeemable.
- 40 -
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AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
Share premium account
This reserve records the amount above the nominal value received for shares sold, less transactions costs.
Capital redemption reserve
This reserve records the value of the Company's own shares that have been re-purchased.
Profit and loss account
The profit and loss account comprises accumulated profits and losses less any dividends declared by the balance sheet date.
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Acquisition of subsidiaries
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New loans including preference shares
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- 41 -
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AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
On 28 March 2025, Agility Bidco Limited purchased 100% of the share capital of Project Cake Topco Limited. This transaction transferred control of Project Cake Topco Limited and its associated subsidiaries (Project Cake Midco Limited, Project Cake Bidco Limited, Hippo Digital Limited, Shed Data Services Limited, The Data Shed Limited) to Agility Bidco Limited, a wholly owned subsidiary of Agility Topco Limited.
Acquisition accounting was the method used in recognising this acquisition.
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Acquisition of Project Cake Topco Limited
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Recognised amounts of identifiable assets acquired and liabilities assumed
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Total Identifiable net liabilities
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Total purchase consideration
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- 42 -
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AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
26.Business combinations (continued)
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Directly attributable costs
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Total purchase consideration
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Cash outflow on acquisition
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Purchase consideration settled in cash, as above
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Directly attributable costs
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Less: Cash and cash equivalents acquired
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Net cash outflow on acquisition
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The results of Project Cake Topco Limited since acquisition are as follows:
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Current period since acquisition
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Profit for the period since acquisition
|
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The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £1,866,468. Contributions totalling £510,661 were payable to the fund at the Statement of Financial Position date and are included in creditors.
- 43 -
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AGILITY TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
|
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Commitments under operating leases
|
|
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At 31 March 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
|
|
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The Company has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures' not to provide disclosures of transactions entered into with wholly owned companies within the Group.
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Post balance sheet events
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There have been no significant events affecting the Group since the year end.
The immediate and ultimate Parent Company is Exponent Private Equity (Holdings) LLP.
The directors do not believe there is a single ultimate controlling party.
- 44 -
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