ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

15 month period ended

31 March

14 month period ended

31 December

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Registered number: 12938731

PV HOLDCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

PV HOLDCO LIMITED

COMPANY INFORMATION

Directors	A Caldicott
	S Chambers
	P Wittet
	J Werker (appointed 30 March 2023)
	A Lister (appointed 6 July 2022, resigned 30 October 2023)
	M Sherry (appointed 6 July 2022)


Registered number	12938731


Registered office	Victor House
	Wheatley Business Centre
	Old London Road
	Wheatley
	Oxon
	OX33 1XW


Independent auditor	James Cowper Kreston Audit
	Chartered Accountants and Statutory Auditor
	2 Chawley Park
	Cumnor Hill
	Oxford
	Oxfordshire
	OX2 9GG

PV HOLDCO LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditor's report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10
Company balance sheet	11
Consolidated statement of changes in equity	12
Company statement of changes in equity	12
Consolidated statement of cash flows	13 - 14
Consolidated analysis of net debt	15
Notes to the financial statements	16 - 34

PV HOLDCO LIMITED

GROUP STRATEGIC REPORT

FOR THE PERIOD ENDED 31 MARCH 2023

Introduction

The directors present their strategic report for the period ended 31st March 2023.

Business review

PV Holdco Limited is a holding company for the period under review and is the ultimate holding company for the trading company Boostworks People Engagement Limited.
Boostworks People Engagement Limited (hereafter “the Company”) is an employee engagement company with its headquarters located in Oxfordshire providing UK businesses with Software with a Service (SwaS) solutions to help employee, member and contractor engagement and performance through delivery of benefits, reward and recognition and wellbeing within a fully managed service including communications, client, and user support.
During the year the Company changed its accounting reference date from 31 December to 31 March. Therefore, the accounts for the Company are for the 15 month period from 1 January 2022 to 31 March 2023.
The Company’s performance was in line with business case expectations with strong growth achieved in software licence and retail revenue streams.
During the year, the Company won a significant number of new clients and projects from existing clients and experienced low client attrition rates.
The Company fully anticipates a continued demand for its services as employee, member and contractor retention and engagement are critical drivers of organisational performance.
Overall, the Company has maintained its upward growth trajectory and has a strong growth potential going into the new financial year.

Principal risks and uncertainties

The key business risk and set out below. Risks are regularly considered by the board and recorded, discussed and mitigation plans instigated as appropriate. These are as follows:

Market risk

The market risk is very low currently with rapidly increasing demand for engagement solutions across organisations in all sectors and size.

Loss of customer risk

The business forecasts client attrition and tracks against a KPI. Performance for this KPI is currently significantly above target. Client onboarding rates being high means the net attrition value is positive, that is, the business is in a phase of strong growth.

Financial risk management

As the business grows and onboards more clients the is a need to adapt financial processes to ensure the business continues to remain in its strong cash position. The growth the business is experiencing means new revenue streams to enable this are possible.

Credit risk

Credit risk is managed through appropriate credit checking of our customers and management of customers payments to ensure they are in line with contractual terms.

Liquidity risk

The Group actively manages its cash position to confirm it can meet its current and future obligations. The directors regularly monitor cash flow to ensure that all loan covenants are meet in line with its contractual obligations.

Page 1

PV HOLDCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Financial key performance indicators

The board monitors various KPI’s primarily regarding the senior loan covenants with the key financials being:
EBITDA - (£219,048) (2021: £169,409)
Net debt - £6,932,232 (2021: £6,364,569)
Interest payable and similar expenses - £996,249 (2021: £529,652)
Capital expenditure – £237,552 (2021: £111,780)

This report was approved by the board and signed on its behalf.

A Caldicott

Director

Date: 27 March 2024

Page 2

PV HOLDCO LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 MARCH 2023

The directors present their report and the financial statements for the period ended 31 March 2023.

Directors

The directors who served during the period were:

A Caldicott

S Chambers

P Wittet

J Werker (appointed 30 March 2023)

A Lister (appointed 6 July 2022, resigned 30 October 2023)

M Sherry (appointed 6 July 2022)

Directors' responsibilities statement

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 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 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.

Results and dividends

The loss for the period, after taxation, amounted to £2,530,035 (2021 - loss £836,192).

Future developments

See the strategic report above for future developments.

Disclosure of information to auditor

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.

Page 3

PV HOLDCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Auditor

The auditor, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

A Caldicott

Director

Date: 27 March 2024

Page 4

PV HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PV HOLDCO LIMITED

Opinion

We have audited the financial statements of PV Holdco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 March 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 Group's and of the parent Company's affairs as at 31 March 2023 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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.

Page 5

PV HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PV HOLDCO LIMITED (CONTINUED)

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. 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.

Opinion 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 Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

∙the Group 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 the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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.

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 the 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 either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6

PV HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PV HOLDCO LIMITED (CONTINUED)

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 Group financial statements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

The specific procedures for this engagement that we designed and performed to detect material misstatememts in respect of irregularities, including fraud, were as follows:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;

∙Enquiry of management and those charged with governance to identify any material instances of non compliance with laws and regulations;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustmemts for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.

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.

Page 7

PV HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PV HOLDCO LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

James Pitt BA BFP FCA (Senior Statutory Auditor)

for and on behalf of

James Cowper Kreston Audit

Chartered Accountants and Statutory Auditor

2 Chawley Park

Cumnor Hill

Oxford

Oxfordshire

OX2 9GG

27 March 2024

Page 8

PV HOLDCO LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 MARCH 2023

	15 month period ended 31 March	14 month period ended 31 December
	2023	2021
Note	£	£


Turnover	4	52,745,482	31,887,628
Cost of sales		(47,952,434)	(29,165,185)
Gross profit		4,793,048	2,722,443
Administrative expenses		(6,275,473)	(3,314,079)
Other operating income		(7)	152
Operating loss	5	(1,482,432)	(591,484)
Interest payable and similar expenses	8	(996,249)	(529,652)
Loss before tax		(2,478,681)	(1,121,136)
Tax on loss	9	(51,354)	284,944
Loss for the financial period		(2,530,035)	(836,192)

Profit for the year attributable to:
Owners of the parent company	(2,530,035)	(836,192)
	(2,530,035)	(836,192)

There was no other comprehensive income for 2023 (2021:£NIL).

The notes on pages 16 to 34 form part of these financial statements.

Page 9

PV HOLDCO LIMITED

REGISTERED NUMBER: 12938731

CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2023

	31 March	31 December
	2023	2021
Note	£	£

Fixed assets
Intangible assets	10		7,022,308		8,050,413
Tangible assets	11		41,490		39,217
			7,063,798		8,089,630
Current assets
Stocks	13	435,074		514,601
Debtors: amounts falling due after more than one year	14	480,877		345,777
Debtors: amounts falling due within one year	14	2,359,953		1,844,328
Cash at bank and in hand	15	2,160,317		1,970,388
		5,436,221		4,675,094
Creditors: amounts falling due within one year	16	(9,211,648)		(5,256,999)
Net current liabilities			(3,775,427)		(581,905)
Total assets less current liabilities			3,288,371		7,507,725
Creditors: amounts falling due after more than one year	17		(6,645,638)		(8,334,957)

Net liabilities			(3,357,267)		(827,232)

Capital and reserves
Called up share capital	21	8,960	8,960
Profit and loss account	22	(3,366,227)	(836,192)
		(3,357,267)	(827,232)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

M Sherry

Director

Date: 27 March 2024

The notes on pages 16 to 34 form part of these financial statements.

Page 10

PV HOLDCO LIMITED

REGISTERED NUMBER: 12938731

COMPANY BALANCE SHEET

AS AT 31 MARCH 2023

	31 March	31 December
	2023	2021
Note	£	£

Fixed assets
Fixed asset investments			1		1
Current assets
Debtors: amounts falling due within one year	14	8,959		8,959
Total assets less current liabilities			8,960		8,960


Net assets			8,960		8,960

Capital and reserves
Called up share capital	21	8,960	8,960
		8,960	8,960

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

M Sherry

Director

Date: 27 March 2024

The notes on pages 16 to 34 form part of these financial statements.

Page 11

PV HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£

Loss for the period	-	(836,192)	(836,192)
Shares issued during the period	8,960	-	8,960

At 1 January 2022	8,960	(836,192)	(827,232)

Loss for the period	-	(2,530,035)	(2,530,035)
At 31 March 2023	8,960	(3,366,227)	(3,357,267)

The notes on pages 16 to 34 form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2023

	Called up share capital	Total equity
	£	£

Profit for the period	-	-
Shares issued during the period	8,960	8,960

At 1 January 2022	8,960	8,960
At 31 March 2023	8,960	8,960

The notes on pages 16 to 34 form part of these financial statements.

Page 12

PV HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 MARCH 2023

			31 March	31 December
			2023	2021
			£	£

Cash flows from operating activities
Loss for the financial period	(2,530,035)	(836,192)
Adjustments for:
Amortisation of intangible assets	1,246,880	741,719
Depreciation of tangible assets	16,504	19,174
Loss on disposal of tangible assets	-	(10,760)
Interest paid	996,249	529,625
Decrease/(increase) in stocks	79,527	(31,420)
(Increase) in debtors	(650,725)	(489,507)
Increase in creditors	1,507,738	473,423
Increase in provisions	-	14,609
Corporation tax received	-	9,627
Net cash generated from operating activities	666,138	420,298

Cash flows from investing activities
Purchase of intangible fixed assets	(218,775)	(102,600)
Purchase of tangible fixed assets	(18,777)	(9,180)
Purchase of subsidary	-	(6,152,422)
Net cash from investing activities	(237,552)	(6,264,202)
Cash flows from financing activities
Issue of ordinary shares	-	8,960
New secured loans	-	8,334,957
Interest paid	(238,657)	(529,625)
Net cash used in financing activities	(238,657)	7,814,292
Net increase in cash and cash equivalents	189,929	1,970,388

Page 13

PV HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

		31 March	31 December
		2023	2021
		£	£


Cash and cash equivalents at beginning of period	1,970,388	-
Cash and cash equivalents at the end of period	2,160,317	1,970,388

Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand	2,160,317	1,970,388
	2,160,317	1,970,388

The notes on pages 16 to 34 form part of these financial statements.

Page 14

PV HOLDCO LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE PERIOD ENDED 31 MARCH 2023


At 1 January 2022	Cash flows	At 31 March 2023
£	£	£

Cash at bank and in hand	1,970,388	189,929	2,160,317
Debt due after 1 year	(8,334,957)	(757,592)	(9,092,549)
Debt due within 1 year	-	-	-
	(6,364,569)	(567,663)	(6,932,232)

The notes on pages 16 to 34 form part of these financial statements.

Page 15

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

1.	General information

PV Holdco Limited is a private Company limited by shares incorporated in Engalnd and Wales. The registered office is Victor House,Wheatley Business Centre, Old London Road, Wheatley, Oxford, OX33 1XW.

2.Accounting policies

2.1

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 judgement 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 financial statements have been prepared for the 15 month period to 31 March 2023. The Company has extended its year end to 31 March for commerical reasons.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

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 Balance sheet, 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.

Page 16

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.3

Going concern

The Group generated a loss before tax for the period of £2,478,681 and has net liabilities of £3,357,267, including net current liabilities of £3,775,427.
The Group, which the Company is part of, has borrowings subject to various covenants. During the period and after the period end, the Group was in breach of its financial covenants and therefore under the terms of the loan agreement the lender has the right to demand repayment of the borrowings. As the result of the breach, the Group did not have an unconditional right to defer payment for more than 12 months from the reporting date and therefore in accordance with FRS 102:4.7, the borrowings have been recognised within creditors falling due with one year. Subsequent to the period end, the lender provided a waiver letter to the Group confirming that it would not exercise its right to demand immediate repayment and therefore the borrowings have been reclassified to creditors falling due after more than one year. Furthermore, the covenants have been amended to reflect the current and expected performance of the Group.
The Directors have prepared forecasts and projections using what they consider to be reasonable assumptions relating to the Group’s financial performance, current financial position and existing financial resources for a period of at least 12 months from signing of the financial statements which show the Group to be a going concern. These forecasts show the Group to be profitable and cash generative.
The Directors are, therefore, of the opinion that the Group has the necessary resources to continue as a going concern for the foreseeable future and have therefore prepared the financial statements on a going concern basis.

2.4

Revenue

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:

Retail sales

Revenue from online sales is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Reward points
Reward points are recognised on issuance and when the amount of revenue can be measured reliably and it is probable that the Group will receive the consideration under the contract.
Licence fees
Licences fees are recognised straight-line over the licence period and when the amount of revenue can be measured reliably and it is probable that the Group will receive the consideration under the contract.

Page 17

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.5

Tangible fixed assets

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:

Fixtures and fittings	-	20%
Computer equipment	-	20%
Leasehold improvements	-	Over period of lease

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.

2.6

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.7

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.

2.8

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in

Page 18

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.8

Financial instruments (continued)

case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

2.9

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 balance sheet 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 balance sheet 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 balance sheet date.

2.10

Pensions

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 accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.11

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, and is rounded to the neared pound.

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.

2.12

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.13

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.14

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.15

Finance costs

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.

2.16

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Page 20

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.17

Intangible assets

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 of 10 years.

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:

Computer software

years

2.18

Debtors

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.

2.19

Creditors

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.

2.20

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.21

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

Page 21

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Cost accruals on revenue recognised

The Group recognises revenue when performance obligations are completed. At the point at which revenue is recognised, management make estimates regarding costs expected to be incurred and the expected profit margin in relation to the revenue recognised. The estimates based on historical and actual data. The nature of the estimations means that actual outcomes may differ.

Goodwill

Management recognises goodwill for the consideration paid in excess of the fair value of net assets acquired under the purchase method. Management review the useful economic life of goodwill based on past trading experience of subsidiaries acquired and expected future discounted cashflows. The estimate of the useful economic life of goodwill has a material impact on the financial statements.

Deferred tax

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.

Principal vs agent

Management has considered retail sales and whether it is exposed to the significant risks and rewards of the transaction. Management consider the Group to be acting as a principal in relation to these sales.

Reward points	9,166,509	5,461,239
Online Retail	40,573,334	24,868,067
Advantage	2,266,921	1,185,172
Remus	738,718	373,150
	52,745,482	31,887,628

Analysis of turnover by country of destination:

					15 month period ended 31 March	14 month period ended 31 December
					2023	2021
					£	£

	United Kingdom	52,745,482	31,887,628

Page 22

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

Depreciation	16,504	19,174
Exchange differences	7	(152)
Other operating lease rentals	150,141	118,609
Amortisation	1,246,880	741,719

	Audit services	59,400	54,000
	Taxation compliance services	6,600	6,000

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group 31 March	Group 31 December
		2023	2021
		£	£


Wages and salaries	2,851,090	1,500,118
Social security costs	289,344	132,314
Cost of defined contribution scheme	117,069	55,147
	3,257,503	1,687,579

The Company has no employees other than the directors, who did not receive any remuneration (2021 - £NIL)

Page 23

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023


	Employees	47	43

Other interest payable

996,249

529,652

Corporation tax
Current tax on profits for the year	-	9,629
Adjustments in respect of previous periods	87,454	-
	87,454	9,629

Total current tax	87,454	9,629

Deferred tax
Origination and reversal of timing differences	(100,221)	(294,573)
Adjustments in respect of previous periods	64,121	-
Total deferred tax	(36,100)	(294,573)


	Taxation on profit/(loss) on ordinary activities	51,354	(284,944)

Page 24

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

9.Taxation (continued)

Loss on ordinary activities before tax

(2,478,681)

(1,121,136)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	(470,949)	(213,016)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	206,376	280,313
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	139,414	-
Capital allowances for period in excess of depreciation	(1,502)	-
Fixed asset timing differences	-	(464)
Other permanent differences	-	(196,204)
Recognition of deferred tax	-	(155,573)
Unrelieved tax losses carried forward	50,092	-
Adjustments in respect of prior periods (deferred tax)	64,121	-
Adjustments to tax charge in respect of prior periods	87,854	-
Remeasurement of deferred tax for changes in tax rates	(24,052)	-
Total tax charge for the period	51,354	(284,944)

Factors that may affect future tax charges

The main rate of corporation tax will rise from 19% to 25% from 1 April 2023. On this basis deferred tax is provided at the future rate of 25%.

Page 25

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

	Computer software	Goodwill	Total
	£	£	£
Cost
At 1 January 2022	102,600	8,689,532	8,792,132
Additions	218,775	-	218,775
At 31 March 2023	321,375	8,689,532	9,010,907
Amortisation
At 1 January 2022	-	741,719	741,719
Charge for the period	160,688	1,086,192	1,246,880
At 31 March 2023	160,688	1,827,911	1,988,599
Net book value
At 31 March 2023	160,687	6,861,621	7,022,308
At 31 December 2021	102,600	7,947,813	8,050,413

None of the Group's intangible fixed assets are held in the Parent Company.

Page 26

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

11.	Tangible fixed assets
	Group

	Leasehold improvements	Fixtures and fittings	Office equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2022	5,916	42,075	91,403	139,394
Additions	-	-	18,777	18,777
At 31 March 2023	5,916	42,075	110,180	158,171
Depreciation
At 1 January 2022	5,916	37,704	56,557	100,177
Charge for the period	-	3,533	12,971	16,504
At 31 March 2023	5,916	41,237	69,528	116,681
Net book value
At 31 March 2023	-	838	40,652	41,490
At 31 December 2021	-	4,371	34,846	39,217

Page 27

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

12.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	Additions	1
	At 31 March 2023	1

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

PV Midco Limited	Victor House, Old London Road, Wheatley, Oxford, England, OX33 1XW	Ordinary shares	100%
PV Finance Limited	Victor House, Old London Road, Wheatley, Oxford, England, OX33 1XW	Ordinary shares	100%
Boostworks People Engagement Limited	Victor House, Old London Road, Wheatley, Oxford, England, OX33 1XW	Ordinary shares	100%

Page 28

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

13.	Stocks
		Group 31 March	Group 31 December
		2023	2021
		£	£

	Finished goods and goods for resale	435,074	514,601

14.	Debtors
		Group 31 March	Group 31 December	Company 31 March	Company 31 December
		2023	2021	2023	2021
		£	£	£	£

	Deferred tax asset	480,877	345,777	-	-

Group 31 March	Group 31 December	Company 31 March	Company 31 December
2023	2021	2023	2021
£	£	£	£

Due within one year
Trade debtors	1,456,069	1,043,797	-	-
Amounts owed by group undertakings	-	-	8,959	8,959
Other debtors	277,676	557,768	-	-
Prepayments and accrued income	580,208	97,763	-	-
Deferred taxation	46,000	145,000	-	-
	2,359,953	1,844,328	8,959	8,959

Amounts owed from group undertakings are due within one year are repayable on demand, unsecured and non-interest bearing.

15.	Cash and cash equivalents
		Group 31 March	Group 31 December
		2023	2021
		£	£

Cash at bank and in hand	2,160,317	1,970,388
	2,160,317	1,970,388

None of the Group's cash at bank is held in the Parent Company.

Page 29

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

16.	Creditors: Amounts falling due within one year
		Group 31 March	Group 31 December
		2023	2021
		£	£

Other loans	2,446,911	-
Trade creditors	654,116	562,229
Other taxation and social security	373,511	451,539
Other creditors	4,227,133	2,779,174
Accruals	416,099	493,002
Deferred income	1,093,878	971,055
	9,211,648	5,256,999

17.	Creditors: Amounts falling due after more than one year
		Group 31 March	Group 31 December
		2023	2021
		£	£

Other loans	-	2,329,191
Loan notes	6,645,638	6,005,766
	6,645,638	8,334,957

Other loans and loan notes are detailed in note 18.

Page 30

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

18.	Loans
	Analysis of the maturity of loans is given below:
		Group 31 March	Group 31 December
		2023	2021
		£	£

Amounts falling due within one year
Other loans	2,446,911	-

Amounts falling due 2-5 years
Other loans	-	2,329,191
Loan notes	6,645,638	6,005,766

	9,092,549	8,334,957

Loans are secured via fixed and floating charges over the assets of the Company and those of its fellow group companies.
Other loans consist of a principal loan amount of £2,500,000 which matures in 2026, transaction costs of £211,097, and accrued interest which accrues quarterly at a rate of 2%.
This loan also bears aggregate cash interest of 5% plus LIBOR (which is deemed to be 1% if LIBOR is <1%), accruing quarterly.
The loan requires quarterly payments of cash interest through to maturity, at which time all unpaid principal and compounded interest is due.
A loans notes consist of a principal loan amount of £5,212,990 which matures in 2026 and accrued interest which accrues annually at a fixed rate of 8%.
B loans notes consist of a principal loan amount of £424,276 which matures in 2026 and accrued interest which accrues annually at a fixed rate of 8%.

Page 31

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

19.	Financial instruments
		Group 31 March	Group 31 December	Company 31 March	Company 31 December
		2023	2021	2023	2021
		£	£	£	£

Financial assets
Cash and cash equivalents	2,160,317	1,970,388	-	-
Financial assets measured at amortised cost	2,121,469	1,150,551	8,959	8,959
	4,281,786	3,120,939	8,959	8,959

	Financial liabilities
	Financial liabilities measured at amortised cost	14,389,897	12,059,634	-	-

	Financial assets measured at amortised cost comprise of trade debtors, accrued income, other debtors and amounts due from group.
	Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, accruals and other loans.

Page 32

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

20.	Deferred taxation
	Group

		2023
		£

	At beginning of year	490,777
	Charged to profit or loss	36,100
	At end of year	526,877

		Group 31 March	Group 31 December
		2023	2021
		£	£

Accelerated capital allowances	(8,295)	(8,299)
Tax losses carried forward	535,172	499,076
	526,877	490,777

Authorised, allotted, called up and fully paid

501,000 (2021 - 501,000) Ordinary A shares of £0.01 each	5,010	5,010
100,000 (2021 - 100,000) Ordinary B shares of £0.01 each	1,000	1,000
295,000 (2021 - 295,000) Ordinary C shares of £0.01 each	2,950	2,950

	8,960	8,960

22.

Reserves

Profit and loss account

The profit & loss account is a Company's accumulated profit/loss up to the date of the balance sheet.

23.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted £117,069 (2021: £59,342). Contributions totalling £14,481 (2021: £14,026) were payable to the fund at the balance sheet date and are included in creditors.

Page 33

PV HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

24.	Commitments under operating leases
	At 31 March 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group 31 March	Group 31 December
		2023	2021
		£	£

Not later than 1 year	116,483	139,621
Later than 1 year and not later than 5 years	18,134	159,174
	134,617	298,795

25.	Related party transactions
	During the year the Group paid fees of £199,150 (2021: £260,900) to an entity with control over the Group. The Company is exempt under Paragraph 33.1A of FRS 102 for disclosing related party transactions with entities that are part of the Group headed by PV Holdco Limited, where 100% of the voting rights are controlled within the group.

26.	Post balance sheet events

After the balance sheet date, the Company purchased 45,000 of its own C Ordinary shares for consideration of £450 and subsequently cancelled the shares. Furthermore, the Company issued 65,000 C Ordinary shares for £650.
At the reporting date, the Group was in breach of its financial covenants and therefore under the terms of the loan agreement the lender has the right to demand repayment of the borrowings. As the result of the breach, the Group did not have an unconditional right to defer payment for more than 12 months from the reporting date and therefore in accordance with FRS 102:4.7, the borrowings of £2,446,911 have been recognised within creditors falling due with one year. Subsequent to the period end, the lender provided a waiver letter to the Group confirming that it would not exercise its right to demand immediate repayment and therefore the borrowings of £2,446,911 have been reclassified to creditors falling due after more than one year. Furthermore, the covenants have been amended to reflect the current and expected performance of the Group.

27.	Controlling party

The ultimate controlling party is Ethos Partners by virtue of its controlling interest in the share capital of this company.

Page 34