Endeavour 2021 Bidco Limited - Limited company accounts 23.2

REGISTERED NUMBER: 13523242 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 July 2023

for

Endeavour 2021 Bidco Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

A M Ferreira Azevedo Mar

P J Franks

D W J McLeman

R J Haxton

L T Burns

J C Holroyd

REGISTERED OFFICE:

c/o Wilson Partners Limited

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

REGISTERED NUMBER:

13523242 (England and Wales)

AUDITORS:

WP Audit Limited

Statutory Auditors

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

The directors present their strategic report for the year ended 31 July 2023.

REVIEW OF BUSINESS

The company's main activity is to operate as an intermediate holding company. As such, it has limited activities with certain professional fees incurred as well as intra-group interest related to funding within the group.

PRINCIPAL RISKS AND UNCERTAINTIES

The key risk to the company is the continued support of members of the group of companies in which the company is a member. The funding of the company's acquisition of Ancoris Limited was primarily comprised of intra-group loans provided by its immediate parent company. The company has formal loan agreements in place to provide comfort that funding will continue to be provided to enable it to meet its financial obligations as they fall due.

ON BEHALF OF THE BOARD:

R J Haxton - Director

18 April 2024

The directors present their report with the financial statements of the company for the year ended 31 July 2023.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of an intermediate holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 July 2023.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 August 2022 to the date of this report.

A M Ferreira Azevedo Mar

P J Franks

D W J McLeman

R J Haxton

L T Burns

Other changes in directors holding office are as follows:

P J Mills - resigned 15 August 2022

J C Holroyd - appointed 14 September 2022

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

R J Haxton - Director

18 April 2024

Opinion

We have audited the financial statements of Endeavour 2021 Bidco Limited (the 'company') for the year ended 31 July 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 July 2023 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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, outlines above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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

-The engagement partners ensured that the engagement team collectively had the appropriate competence, capabilities and skill 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 recruitment sector;

-we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

-we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instance 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;

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

-understanding the design of the company's remuneration policies.

To address the risk of fraud through management bias and override of controls, we;

-performed analytical procedures to identify 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.

Audit response to risks identified

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;

-enquiring of management as to actual and potential litigation and claims; and

-reviewing correspondence with HMRC, relevant regulators and company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment of collusion.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Philippa Duckworth BSc FCCA (Senior Statutory Auditor)

for and on behalf of WP Audit Limited

Statutory Auditors

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

18 April 2024

TURNOVER

-

-

Administrative expenses

(159,244

)

(149,663

)

OPERATING LOSS

(159,244

)

(149,663

)

Interest payable and similar expenses

4

(1,676,482

)

(1,539,547

)

LOSS BEFORE TAXATION

(1,835,726

)

(1,689,210

)

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL YEAR

(1,835,726

)

(1,689,210

)

LOSS FOR THE YEAR

(1,835,726

)

(1,689,210

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,835,726

)

(1,689,210

)

FIXED ASSETS

Investments

6

19,122,667

19,122,667

CURRENT ASSETS

Debtors

7

24,003

33,392

CREDITORS

Amounts falling due within one year

8

(22,671,605

)

(20,845,268

)

NET CURRENT LIABILITIES

(22,647,602

)

(20,811,876

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(3,524,935

)

(1,689,209

)

CAPITAL AND RESERVES

Called up share capital

9

1

1

Retained earnings

10

(3,524,936

)

(1,689,210

)

SHAREHOLDERS' FUNDS

(3,524,935

)

(1,689,209

)

The financial statements were approved by the Board of Directors and authorised for issue on 18 April 2024 and were signed on its behalf by:

R J Haxton - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1

-

1

Total comprehensive income

-

(1,689,210

)

(1,689,210

)

Balance at 31 July 2022

1

(1,689,210

)

(1,689,209

)

Changes in equity

Total comprehensive income

-

(1,835,726

)

(1,835,726

)

Balance at 31 July 2023

1

(3,524,936

)

(3,524,935

)

1.	STATUTORY INFORMATION

Endeavour 2021 Bidco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The principal place of business is Lily Hill House, Lily Hill Road, Bracknell, RG12 2SJ.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The accounts have been prepared on a going concern basis as, in the opinion of the directors, the company has sufficient funding available to it in order to meet its obligations as they fall due for the foreseeable future.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Endeavour 2021 Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Endeavour 2021 Topco Limited, Wilson Partners Limited, TOR, Saint-Cloud Way, Maidenhead, Berkshire, SL6 8BN.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

In the application of the company's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 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.

The company does not make significant estimates and assumptions concerning the future which affect the financial position shown in the accounts.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 July 2023 nor for the period ended 31 July 2022.

The average number of employees during the year was NIL (2022 - NIL).

Period

21.7.21

Year Ended

to

31.7.23

31.7.22

£

£

Directors' remuneration

-

-

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

21.7.21

Year Ended

to

31.7.23

31.7.22

£

£

Intra-group interest

1,676,482

1,539,547

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 July 2023 nor for the period ended 31 July 2022.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

21.7.21

Year Ended

to

31.7.23

31.7.22

£

£

Loss before tax

(1,835,726

)

(1,689,210

)

Loss multiplied by the standard rate of corporation tax in the UK of 21% (2022 - 19%)

(385,502

)

(320,950

)

Effects of:

Expenses not deductible for tax purposes

8,847

-

Change in tax losses not recognised for deferred tax

141,529

320,950

Surrendered as group relief

235,126

-

Total tax charge

-

-

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 August 2022

and 31 July 2023

19,122,667

NET BOOK VALUE

At 31 July 2023

19,122,667

At 31 July 2022

19,122,667

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Ancoris Limited

Registered office: c/o Wilson Partners Limited, TOR, Saint-Cloud Way, Maidenhead, Berkshire, SL6 8BN

Nature of business: Cloud services provider

%

Class of shares:

holding

Ordinary

100.00

31.7.23

31.7.22

£

£

Aggregate capital and reserves

1,820,412

2,127,772

(Loss)/profit for the year/period

(307,360

)

875,791

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.7.23

31.7.22

£

£

VAT

7,336

33,392

Prepayments and accrued income

16,667

-

24,003

33,392

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.7.23

31.7.22

£

£

Trade creditors

30,564

-

Amounts owed to group undertakings

22,614,065

20,680,890

Other creditors

-

164,378

Accruals and deferred income

26,976

-

22,671,605

20,845,268

Amounts owed to group undertakings relate to intra-group funding. The amounts accrue interest at 8% per annum, are repayable on demand and unsecured.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.7.23

31.7.22

value:

£

£

1

Ordinary

£0.01

1

1

The company's share capital comprises 1 Ordinary share of £0.01 each. For the purposes of the balance sheet presentation, the share capital value has been rounded up to £1.

10.

RESERVES

Retained

earnings

£

At 1 August 2022

(1,689,210

)

Deficit for the year

(1,835,726

)

At 31 July 2023

(3,524,936

)

11.	ULTIMATE PARENT COMPANY

Beech Tree PE Holdco Limited is regarded by the directors as being the company's ultimate parent company.

The ultimate parent company is Beech Tree PE Holdco Limited, an investment company which does not consolidate the results of the company. The parent company which consolidates the results of the company and its subsidiary is Endeavour 2021 Topco Limited.

12.	ULTIMATE CONTROLLING PARTY

There is no single ultimate controlling party.