AMPLIFI_HOLDING_LTD - Accounts

The directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £14,560 (2021 - £17,001 profit).

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Amplifi Holding Ltd ("the company") is a private limited company domiciled and incorporated in England and Wales. The registered office is 30 Churchill Place, London, E14 5RE.

The group consists of Amplifi Holding Ltd and its subsidiary.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company Amplifi Holding Ltd together with its subsidiary (ie an entity that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

All financial statements are made up to 31 March 2022. Where necessary, adjustments are made to the financial statements of its subsidiary to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Group

The directors have considered the ongoing effect of the Covid-19 outbreak and current economic crisis. Whilst the outbreak caused initial disruption to the group, there has been no long term impact. The group has been profitable during the year and to present date.

The group is able to draw down on a loan facility provided by a shareholder of the parent company which the directors believe enables the group to continue trading profitably in the future. The group has obtained a £25m extension of the loan facility following the year-end providing further assurance over the ability of the company to have sufficient cash resources.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Company

The directors have considered the continued effect of the Covid-19 outbreak and current economic crisis. The directors consider that the outbreak has not caused significant disruption to the company’s business as it is a holding company. Furthermore, its subsidiary company is able to draw down on a loan facility provided by a shareholder of the company which in turn enables the subsidiary to support the company should it be required. In addition, the loan facility has been extended following the year-end. Accordingly, the directors believe the company has sufficient cash resources to enable it to continue for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.

Turnover is income in respect to sourced loans, paid to the group as a percentage of the originated loan as an introduction fee. Turnover is recognised according to the period in which the loan was made.

Service fees includes underwriting placement fees being commission on investments in deferred shares made by the group and a company under common control.

Interest and fee income on trade receivables is calculated on a straight-line method and this is not materially different from the effective interest method. Default fees and any interest are charged to customers when they fail to make a repayment within the agreed terms and such fees and interest are recognised as revenue when these amounts are expected to be recovered.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is five years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Investments in deferred shares are initially measured at cost and are assessed for impairment at each reporting date, and any impairment losses or reversals of impairment losses are recognised immediately in the profit and loss account.

At each reporting period end date, the group reviews the carrying amounts of its tangible and 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). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Cash and cash equivalents include cash in hand and current balances with banks and similar institutions.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

The group classifies its financial assets into the following categories: cash and cash equivalents and trade and other receivables. The classification is determined by management upon recognition, and is based on the purpose for which the financial assets were acquired.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Government grants

Government grants, which include amounts received from the Bounce Back Loan Scheme that cover interest and fees payable to the lender, are recognised at the fair value of the grant received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received. The income is recognised in other income on a systematic basis over the period in which the associated costs are incurred, using the accrual model.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Deferred remuneration due in more than year

Included within other payables due in more than one year is deferred remuneration payable to key management personnel and staff. The amount has been deferred as it is due for payment in June 2023 on the basis that the individual is still employed by the group. The directors have made a judgement that it is probable the employees entitled to this remuneration will be employed by the group in June 2023 therefore the full amount should be provided for.

Recoverability of other receivables

At the year end the group was owed £1,354,584 (2021: £136,856 owed to) included in other receivables due from a company under common control. The directors assess the recoverability of these debts based on the actual and forecast financial results of the company under common control. At the year end the directors consider the amounts included in other receivables to be recoverable.

The average monthly number of persons (including directors) employed by the group and company during the year was:

The group holds £17,342,700 of deferred shares at the year-end date with coupon rate ranging from 13.5% - 17%.

Details of the company's subsidiaries at 31 March 2022 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Included in other debtors is an amount of £1,354,584 (2021: £nil) owed from a company under common control.

Included in other creditors is an amount of £nil (2021: £136,856) owed to a company under common control.

There is a fixed and floating charge over the assets of the group in favour of a shareholder of the parent company.

Other payables relates to a £20,300,000 facility of which £15,613,118 had been drawn down as at the year-end (2021: £6,445,000). The facility is available to invest in deferred shares in a credit union.

At the year-end date, the subsidiary owed £nil (2021: £75,000) to a shareholder and spouse of one of the directors. During the year, consultancy services of £48,000 (2021: £81,000) were provided to the subsidiary.

Following the year-end, £2,286,882 has been drawn down from the loan facility and used to acquire deferred shares.

Following the year-end, the subsidiary has received a £25m extension on the facility referred to within note 11.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

At the year-end, the immediate parent company is CL MC Finance UK SARL, an entity incorporated in Luxembourg whose registered office is 5 Rue de Strasbourg, L-2561, Luxembourg, Grand Duchy of Luxembourg. The ultimate parent is CL V Ventures Offshore LLC, a limited liability company registered in Delaware, USA. The results of the company are filed at Companies House however are not disclosed in the consolidated financial statements of CL V Ventures Offshore LLC.