Company registration number 14188138 (England and Wales)
GAMMA BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
GAMMA BIDCO LIMITED
COMPANY INFORMATION
Directors
Mr R Cummings-John
(Appointed 16 August 2022)
Mr L R D John
(Appointed 22 June 2022)
Mr O Peer
(Appointed 16 August 2022)
Mr H W B Sallitt
(Appointed 16 August 2022)
Company number
14188138
Registered office
2nd Floor
90-92 Pentonville Road
London
United Kingdom
N1 9HS
Auditor
Azets Audit Services
Epsilon House
The Square
Gloucester Business Park
Gloucester
United Kingdom
GL3 4AD
GAMMA BIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 20
GAMMA BIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 1 -
The directors present the strategic report for the period ended 31 December 2022.
Fair review of the business
The directors are pleased to report the business’s results for the period ended 31 December 2022, which covers the acquisition of Spa Worldwide Limited, trading as Global App Testing. The group has a strong business model based on long-term software as a service licence, with contracts typically of one to three years duration. Customers now rely on Global App Testing’s impact-first approach to quality, allowing agile and DevOps teams to release faster and more often.
Key highlights for the period:
Secured additional growth investment from FPE Capital LLP
Acquired the Global App Testing group
The group has traded strongly with new logos
Principal risks and uncertainties
The board regularly reviews and considers potential risks for all group entities. The group’s operations are exposed to a variety of financial and operational risks which could have a material impact on the group’s long term performance. The key risks are set out below.
Foreign exchange currency risk
The Group is exposed to foreign exchange risk from future commercial transactions, recognised assets and liabilities and investments in, and loans between, group undertakings with different functional currencies. The group manages such risk, primarily within undertakings whose functional currencies are the US dollar, by:
Use of natural hedges via income and expenditure for multi-currency income;
Pricing adjustments with key stakeholders in relation to GBP and USD exchange movements;
Regular reviews of individual currency funbding requirements and associated exchange rate movements;
The principal transaction exposures are to the pound sterling, Romanian leu and the Polish zloty.
Interest rate risk
The group is financed through a revolving facility linked to SONIA and is therefore subject to risk around interest rate volatility. The board reviews the capital structure of the group continually.
Liquidity risk
The group manages its cash and borrowing requirements centrally to ensure that each entity has sufficient liquid resources to meet the operating needs of its businesses.
Credit risk
The group’s credit risk is primarily attributable to customer payments, customers are often billed annually in advance, reducing the amount of credit risk. Smaller customers are offered payment terms which in some cases lead to unrecoverable debt. Credit exposures to these credit risks are monitored on an ongoing basis and provisions are made in the financial statements.
Skill and employee's risk
The group’s strategy is underpinned by the quality of employees. We continue to develop, nurture and recruit the highest calibre of staff in order to support the group's vision.
Price risk
The group enters into pricing agreements with its suppliers, where possible and commercially feasible, in order to mitigate pricing risk.
Development and performance
The group aims to be one of the world’s leading software testing solutions. The group leverages a global community of testers to conduct real-world testing of mobile apps, websites, and software products to allow companies to release high-quality software at speed - anywhere in the world. The group has an excellent team of passionate professionals who have deep knowledge of the changing landscape. The group develops, nurtures and recruits the highest calibre of staff as it continues to invest in its platform and services offering.
GAMMA BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 2 -
Key performance indicators
Performance is monitored for all group entities monthly and reported to the board of directors against the agreed budgets along with a number of other key performance indicators.
Key measures of the group’s performance in the period from 16 August 2022 were as follows:
Mr O Peer
Director
29 September 2023
GAMMA BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 3 -
The directors present their annual report and financial statements for the period ended 31 December 2022.
Principal activities
The company was incorporated on 22 June 2022 and commenced trade on 16 August 2022.
Gamma Bidco Limited is an intermediate holding and management company whose subsidiaries are SPA Worldwide Limited and GAT Hub SRL. The results of the company and its subsidiaries are consolidated into the financial statements of the ultimate parent company, Gamma Topco.
Results and dividends
The results for the period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr R Cummings-John
(Appointed 16 August 2022)
Mr L R D John
(Appointed 22 June 2022)
Mr O Peer
(Appointed 16 August 2022)
Mr H W B Sallitt
(Appointed 16 August 2022)
Mr C J Kay
(Appointed 22 June 2022 and resigned 16 August 2022)
Statement of directors' responsibilities
The directors are responsible for preparing the annual report 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 of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
GAMMA BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 4 -
On behalf of the board
Mr O Peer
Director
29 September 2023
GAMMA BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GAMMA BIDCO LIMITED
- 5 -
Opinion
We have audited the financial statements of Gamma Bidco Limited (the 'company') for the period ended 31 December 2022 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its 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.
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 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.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
GAMMA BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GAMMA BIDCO LIMITED
- 6 -
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 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, 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 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, 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 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
GAMMA BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GAMMA BIDCO LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Claire Clift (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
29 September 2023
Chartered Accountants
Statutory Auditor
Epsilon House
The Square
Gloucester Business Park
Gloucester
United Kingdom
GL3 4AD
GAMMA BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 8 -
Period
ended
31 December
2022
Notes
$
Turnover
3
210,165
Administrative expenses
(261,962)
Operating loss
4
(51,797)
Interest receivable and similar income
6
115,133
Interest payable and similar expenses
7
(1,781,800)
Loss before taxation
(1,718,464)
Tax on loss
8
310,625
Loss for the financial period
(1,407,839)
Other comprehensive income
Currency translation differences
(126,035)
Total comprehensive income for the period
(1,533,874)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
GAMMA BIDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 9 -
2022
Notes
$
$
Fixed assets
Investments
9
49,662,476
Current assets
Debtors falling due after more than one year
11
115,133
Debtors falling due within one year
11
670,712
785,845
Creditors: amounts falling due within one year
12
(1,173,891)
Net current liabilities
(388,046)
Total assets less current liabilities
49,274,430
Creditors: amounts falling due after more than one year
13
(50,808,303)
Net liabilities
(1,533,873)
Capital and reserves
Called up share capital
15
1
Other reserves
16
(126,035)
Profit and loss reserves
17
(1,407,839)
Total equity
(1,533,873)
The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
Mr O Peer
Director
Company Registration No. 14188138
GAMMA BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 10 -
Share capital
Other reserves
Profit and loss reserves
Total
Notes
$
$
$
$
Balance at 22 June 2022
Period ended 31 December 2022:
Loss and total comprehensive income for the period
-
(126,035)
(1,407,839)
(1,533,874)
Issue of share capital
15
1
-
-
1
Balance at 31 December 2022
1
(126,035)
(1,407,839)
(1,533,873)
GAMMA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 11 -
1
Accounting policies
Company information
Gamma Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 90-92 Pentonville Road, London, United Kingdom, N1 9HS.
1.1
Reporting period
The accounting period of the company has been changed from 30 June to 31 December so as to be conterminous with the year end of its subsidiary company. Accordingly, the current financial statements are prepared for 7 months from incorporation on 22 June 2022 to 31 December 2022.
1.2
Accounting convention
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.
The financial statements are prepared in US Dollars, which is the presentational currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
The functional currency of the company is deemed to be pounds sterling.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Gamma Bidco Limited is a wholly owned subsidiary of Gamma Midco Limited and the results of Gamma Bidco Limited are included in the consolidated financial statements of Gamma Topco Limited which are available from 2nd Floor 90-92 Pentonville Road, London, England, N1 9HS.
GAMMA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 12 -
1.3
Going concern
The directors have prepared a going concern assessment based on forecasts to December 2024, which includes various downside scenarios. They have considered the opportunities and risks facing the company trueand group and any such impact on the future cash flows the business is able to generate. The directors have concluded that the company and group can continue to service its financial obligations as they fall due.
At the time of approving the financial statements, the directors have a reasonable expectation that the company and group have 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.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales-related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Turnover from a contract to provide services is recognised in the period in which the services are to be provided when the following can be satisfied:
● the amount of turnover can be measured reliably and accurately
● It is probable that the company will receive the consideration due as per the contractual terms
● the period of service can adequately be identified
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Interest bearing loans owed by group entities that are due for settlement in more than one year have been classified as fixed asset investments. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
The company 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.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
GAMMA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 13 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
GAMMA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 14 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
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 when the company has 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.
GAMMA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
1.10
Foreign exchange
Transactions in currencies other than US dollars 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 to the presentational currency are in the period are included in other comprehensive income.
1.11
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Turnover and other revenue
2022
$
Turnover analysed by class of business
Management fees
210,165
2022
$
Other revenue
Interest receivable from group companies
115,133
4
Operating loss
2022
Operating loss for the period is stated after charging:
$
Fees payable to the company's auditor for the audit of the company's financial statements
GAMMA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 16 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2022
Number
Directors
2
6
Interest receivable and similar income
2022
$
Interest income
Interest receivable from group companies
115,133
7
Interest payable and similar expenses
2022
$
Interest on bank overdrafts and loans
146,929
Interest payable to group undertakings
1,634,871
1,781,800
8
Taxation
2022
$
Current tax
Group tax relief
(310,625)
The actual (credit)/charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
2022
$
Loss before taxation
(1,718,464)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00%
(326,508)
Change in unrecognised deferred tax assets
20,898
Other, including effect of change in rate
(5,015)
Taxation credit for the period
(310,625)
GAMMA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
8
Taxation
(Continued)
- 17 -
Based on the forecast short term utilisation of taxable losses, no deferred tax asset has been recognised in relation to the available taxable losses of the company. Accordingly, the company has an unrecognised deferred tax asset in the region of $20,000 based on an anticipated future tax rate of 25%.
9
Fixed asset investments
2022
Notes
$
Investments in subsidiaries
10
46,637,078
Loans to subsidiaries
10
3,025,398
49,662,476
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
$
$
$
Cost or valuation
At 22 June 2022
-
-
-
Additions
46,637,078
3,025,398
49,662,476
At 31 December 2022
46,637,078
3,025,398
49,662,476
Carrying amount
At 31 December 2022
46,637,078
3,025,398
49,662,476
All assets of the company are secured by fixed and floating charges relating to the company bank loan facility.
10
Subsidiaries
The below subsidiaries were acquired on 16 August 2022, with associated costs recognised within fixed asset investments.
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Spa Worldwide Limited
2nd Floor 90-92 Pentonville Road, London, United Kingdom, N1 9HS
Ordinary, A Preferred and Seed shares
100.00
-
GAT Hub SRL
Cluj-Napoca, Unirii Square, 4-5/7, Romania
Ordinary
0
100.00
GAMMA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 18 -
11
Debtors
2022
Amounts falling due within one year:
$
Amounts owed by group undertakings
310,626
Other debtors
149,921
Prepayments and accrued income
210,165
670,712
2022
Amounts falling due after more than one year:
$
Prepayments and accrued income
115,133
Total debtors
785,845
Amounts owed by group undertakings are unsecured and repayable on demand, interest is charged at 10% per annum.
All assets of the company are secured by fixed and floating charges relating to the company bank loan facility.
12
Creditors: amounts falling due within one year
2022
$
Amounts owed to group undertakings
1,028,072
Accruals and deferred income
145,819
1,173,891
13
Creditors: amounts falling due after more than one year
2022
Notes
$
Bank loans and overdrafts
14
4,550,868
Amounts owed to group undertakings
45,348,427
Accruals and deferred income
909,008
50,808,303
Amounts owed to group undertakings are unsecured and interest is charged at 10% per annum. All amounts are due by 16 August 2029.
GAMMA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 19 -
14
Loans and overdrafts
2022
$
Bank loans
4,550,868
Payable after one year
4,550,868
The bank loan of $4,550,868 is stated net of arrangement fees and is due by quarterly instalments of $302,540 commencing 31 December 2024, with the remaining balance all due by 16 August 2027. Interest is charge at 6% plus the compounded reference rate for that day.
The bank loan is secured against all assets of the company and certain fellow group undertakings.
15
Share capital
2022
2022
Ordinary share capital
Number
$
Issued and fully paid
Ordinary shares of £1 each
1
1
Called-up share capital represents the nominal value of shares that have been issued.
16
Other reserves
2022
$
At the beginning of the period
-
Retranslation differences
(126,035)
At the end of the period
(126,035)
The other reserves relate to foreign exchange differences arising on translation of the functional currency of the company to the presentational currency of the company.
17
Profit and loss reserves
Retained earnings includes all current period retained profits and losses and dividends paid out.
18
Financial commitments, guarantees and contingent liabilities
As at 31 December 2022 the company had total guarantees, contingencies and commitments of $Nil.
GAMMA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 20 -
19
Related party transactions
Transactions with related parties
During the period the company entered into the following transactions with related parties:
Management charges payable
2022
$
Entities with control, joint control or significant influence over the company
14,078
Other information
Further fees have been incured from entities with control, joint control or significant influence over the company of $120,092, with these amounts capitalised as a cost of investment. As at 31 December 2022 an amount of $129,152 is recognised within accruals due within one year with in relation to this entity.
A wages expense of $176,981 has been recharged from a subsidiary company in relation to directors of the company.
20
Ultimate controlling party
FPE Capital LLP is the company's ultimate controlling party, a limited liability partnership whose registered office is 2nd Floor 7, Swallow Street, London, England, W1B 4DE
Gamma Midco Limited is the company's immediate parent company, whose registered address is 2nd Floor 90-92 Pentonville Road, London, England, N1 9HS.
The smallest and largest group of which Gamma Bidco Limited is a member and for which group accounts are prepared is headed by Gamma Topco Limited, whose registered office is 2nd Floor 90-92 Pentonville Road, London, England, N1 9HS.
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