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Registered number: 13668903














          Brewer Bidco Limited

          Directors' Report and Financial Statements

          For the Period Ended 31 March 2023














         img0b55.png 

 
Brewer Bidco Limited
 
 
Company Information


Directors
R E Farmer 
M C Hargate 
E Hickley 
L A Kingston 
R C McNeilly 
A P Morris 
A Shaw , resigned 2 October 2023)
J P Southwell 




Registered number
13668903



Registered office
Horizon Capital
Level 9 The Shard

32 Bridge Street

London

SE1 9SG




Independent auditor
MHA

Rutland House

148 Edmund Street

Birmingham

B3 2FD





 
Brewer Bidco Limited
 

Contents



Page
Strategic Report
 
1 - 4
Directors' Report
 
5 - 8
Independent Auditor's Report
 
9 - 11
Profit and Loss Account
 
12
Statement of Comprehensive Income
 
13
Balance Sheet
 
14
Statement of Changes in Equity
 
15
Notes to the Financial Statements
 
16 - 26


 
Brewer Bidco Limited
 
 
Strategic Report
For the Period Ended 31 March 2023

Introduction
 
The Strategic Report has been prepared by the directors to provide additional information to shareholders in respect of the group’s strategies and business objectives.
The Strategic Report contains forward-looking statements, which have been made in good faith by the directors based on information available up to the point of approval of this report. Therefore, there are inherent uncertainties involved in making these statements, including both economic and business risk factors.
The directors, in preparing the Strategic Report, have complied with s414C of the Companies Act 2006.

Business review
 
Brewer Bidco Limited was incorporated on 8 October 2021 as part of the Investment in the Dains group of businesses on 14 December 2021 whereby Horizon Capital acquired a controlling stake in the parent company, Brewer Topco Limited and provided capital to expand our capabilities further (“The Investment”). 
The company is part of the trading group headed by Brewer Topco Limited. The operations and developments of the group are relevant to the company's investment in the trading companies of the group. 
For the trading period 14 December 2021 to 31 March 2023 the company has provided finance to the Brewer Group and has recorded a loss of the year of £3.2m.
Our strategy is to expand the wider group's service line proposition, as well as our geographical footprint, both organically and via the acquisition of similar and complimentary businesses. In our first period of trading following the Investment we are pleased to have acquired  Barringtons Limited, a well-established accountancy practice with its primary office in Stoke, Isosceles Finance Limited, a multi-disciplinary outsourced accounting, FD and HR services business with offices in Surrey and South Yorkshire and William Duncan + Co, a long established general accountancy and business recovery practice with offices in Glasgow and Ayrshire.  
We are delighted with the progress we have made in delivering our strategy in the period and this strong momentum has continued post year end with the acquisition of two further business, Opto Group Limited, a specialist VAT and Employment tax advisory firm to the public sector and not for profit sector and HSKS Greenhalgh Limited, a well-regarded accountancy, audit and taxation firm based in the East Midlands.  In addition further acquisitions are at an advanced stage which we anticipate completing in the next financial year, subject to satisfactory due diligence.
All acquired businesses provide a great cultural fit and we warmly welcome them into our enlarged group which we are proud to say is now one of the fastest growing accountancy firms in the UK with a large and diverse client base, and high levels of repeat or re-occurring revenues.  Gross margins are strong and cash generation is excellent confirming that both the legacy Dains business and the acquired businesses are performing well. With increased scale comes the ability to cross sell services across the group and in a fragmented market we are very well placed to take advantage of many opportunities open to us for the benefit of staff and clients alike as we work towards our ambition of being the go-to firm in the profession. 

Principal risks and uncertainties
 
Risks are managed across the group which includes those relevant to the company.
The principal risks and uncertainties outlined in this section reflect those risks that, in the opinion of the Board, might materially affect the Group’s future performance, prospects or reputation. The Group uses a robust risk management framework, which provides control and oversight as we continue to scale our business. These controls include maintaining a comprehensive risk register which is reviewed regularly by the Board and  the executive management team, in order to outline the key and emerging risks that the Group is exposed to, and any remedial actions required to mitigate such risks in a timely manner.

 
Page 1

 
Brewer Bidco Limited
 

Strategic Report (continued)
For the Period Ended 31 March 2023

The Board sets our overarching risk culture and appetite and ensures that we manage risk appropriately across the Group. Financial, regulatory and compliance and reputation and brand risks are top priorities. At a functional level, each service line is responsible for preparing and maintaining their functional risk registers and, with the assistance of the Board, identify, assess, manage and monitor the risks and review emerging risks within their service line. Each risk is assigned an owner through which ongoing activities, control measures and any actions related to that risk are updated whilst at all times applying the agreed risk appetite set by the Board.
Financial Risk
The Group's activities expose it to a number of financial risks. These include movements in interest rates on bank borrowings, rising office costs including increasing energy costs and wage inflation.
With these risks and uncertainties in mind, we are aware that any plans for the future development of the Group may be subject to unforeseen future events outside of our control. However, we will continue to show flexibility and respond to market conditions and opportunities as they arise.
The Group’s principal financial instruments comprise bank balances, bank loans, other loans, trade debtors and trade creditors. The main purpose of these instruments is to finance the business' operations.
In respect of bank balance, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility. All of the Company's cash balances are held in such a way that achieves a competitive rate of interest.
In respect of bank loans and other loans, the group is financed through a combination of debt instruments which carry a mixture of fixed and variable rates of interest.
Trade debtors are managed in respect of credit and cash flow risks by policies concerning the credit offered to customers and regular monitoring of the amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.
Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. 
Regulatory and Compliance Risk
The accountancy, audit and taxation sectors are heavily regulated and as a result, in addition to the normal government guidelines and regulations that a business is subject to, the Group is also regulated by the Institute of Chartered Accountants in England and Wales ("ICAEW") and The Institute of Chartered Accountants of Scotland ("ICAS"), and Information Commissioners Office (‘ICO’). Non  compliance with any regulations  could result in reputation damage to the group and may have financial implications.
The Group has a strong Compliance and Regulatory team which regularly monitors compliance with all necessary regulations through a mixture of internal and external reviews. The Board is updated on any regulatory developments and any re-assessment of risk to the business so that it can ensure that such matters are fully considered in all business and strategic decisions. The Group aims to ensure that colleagues are appropriately trained, supervised and incentivised to ensure their behaviour and activities do not inadvertently result in poor outcomes for clients. The Group has embedded the International Standard on Quality Management (UK) 1 and 2 as issued by the Financial Reporting Council.
Reputation and Brand Risk
The Dains, William Duncan and Isosceles Finance brands and the reputation of the Group and its professionals are driving factors behind the success of the Group. Anything that damages the Group’s brand or reputation could negatively impact the future success of the business. Damage to the Group's brands could have a detrimental impact reputationally which ultimately could have financial implications for the Group
The Board has in place detailed processes to ensure that all work is undertaken in accordance with the ICAEW or ICAS Code of Conduct and Professional Ethics. Regular internal cold field reviews are undertaken to identify areas of non-compliance and the Group has employment policies and procedures in place to deal with such issues. The employment contracts for all employees also contain appropriate provisions in regard to the standards expected and preservation of confidential information.

Page 2

 
Brewer Bidco Limited
 

Strategic Report (continued)
For the Period Ended 31 March 2023

Financial key performance indicators
 
The management team and individual services lines uses a number of key performance indicators (KPIs) to monitor the Group’s performance against its strategic objectives. These comprise a number of financial measures which are agreed and monitored by the Board.
The financial indicators are generally calculated based on underlying results excluding any one-off transactional and acquisition related costs as these underlying KPIs provide a more meaningful comparison of the key drivers of the Group’s financial success.
The overarching focus of the Board is on overall growth in both fee income and profitability, with a view to improving the profit margins achieved across the individual services and group as a whole whilst still maintaining a well invested business with a strong management and support function able to meet its evolving needs. 
The Board considers the Groups key performance indicators to be revenue and EBITDA and are happy with the performance of the business as noted in the business review when measured against these indicators.

Other key performance indicators
 
In addition to the financial key performance indicators, the Board use a number of non-financial key performance indicators to monitor the Group's performance against the strategic objectives.
The Groups non-financial key performance indicators are considered to be staff attrition and client and staff net promoter scores which for the year under review were as follows

Directors' statement of compliance with duty to promote the success of the Company
 
Section 172 of the Companies Act 2006 requires directors to act in a way that they consider, in good faith, would be, most likely to promote the success of a company. In doing so, directors must take into consideration the interests of the various stakeholders of the group, the impact of the group's operations on the community and the environment, take a long-term view on consequences of the decisions they make as well as aim to maintaining a reputation for high standards of business conduct and fair treatment between the members of the group.
In complying with the requirements of section 172 of the Act, the directors should be able to ensure that all decisions are made in a responsible and sustainable way for the benefit of all stakeholders. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the group explains below how the directors have discharged their duty under section 172. This section serves as the Company's Section 172 Statement.
The group's stakeholders include its employees, its clients, shareholders, regulators, as well as the wider community in which the group operates and impacts. Details of how the Board seeks to understand the needs and priorities of the group's stakeholders and how these are taken into account during all its discussions and as part of its decision making are set out below:
Employees
Employee engagement is important to our success. We work to create a diverse and inclusive workplace where every employee can reach their full potential and be at their best. We engage with our people to ensure we are delivering to their expectations, supporting wellbeing and making the right business decisions. This ensures we can retain and develop the best talent.
Clients
Focusing on the needs of our clients is critical to the success of our business. We maintain a high degree of professionalism and client service and interaction in order to anticipate and understand the future needs of our clients and their stakeholders, building on our years of experience in delivering to our specialist services. We collaborate and innovate with our clients to improve our service offering and value to our clients.

 
Page 3

 
Brewer Bidco Limited
 

Strategic Report (continued)
For the Period Ended 31 March 2023

Shareholders and lenders
We work to ensure that our shareholders have a strong understanding of our strategy, performance, ambition and culture.
Regulators
The Group continues to work hand in hand with its regulator, the Institute of Chartered Accountants in England and Wales ("ICAEW") and The Institute of Chartered Accountants of Scotland ("ICAS"), to ensure that it abides by its professional and regulatory duties and obligations in an open and transparent manner. The Board conducts regular internal and external compliance reviews.
Communities
Our ‘Dains in the Community’ initiative was set up in 2006 to support local charities, events and initiatives. We like to: take responsibility for the community; donate to, raise awareness of and support charities that are important to employees and our clients; and be a positive role model to other companies. We inspire by leading the way. Each year we help charities, schools, clubs, parish councils and other worthwhile groups with their compliance requirements.
Culture
The Board are responsible for the overall effectiveness in directing the group and promoting a culture of openness and debate and seeks to facilitate effective contributions by all Directors and employees. The Directors are required to act with integrity, lead by example and promote this culture within the group.
The Board seeks to ensure the alignment of the group’s purpose, value and strategy with the culture of openness, debate and integrity through ongoing dialogue, and engagement with Stakeholders. It has adopted a number of policies, practices and behaviours to facilitate a culture of good governance and ensure that this is maintained.


This report was approved by the board on 6 October 2023 and signed on its behalf.




___________________________
R C McNeilly
Chief Executive Officer

Page 4

 
Brewer Bidco 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.

The company was incorporated on 8 October 2021 and has extended its first accounting reference date to 31 March 2023 to align with its ultimate parent company.
On 14 December 2021 the company acquired the whole of the issued share capital of Dains Accountants Limited and on 14 September 2022 the company acquired the whole of the issued share capital of McBrewer Bidco Limited.

Matters covered in the Strategic Report

The following disclosures as required by S414C (11) have been elevated to the strategic report: 
• Financial risk management objectives and policies (Pages 1-2)
• Key financial key performance indicators (Page 3)
• Key other key performance indicators (Page 3)

Principal activity

The principal activity of the Company during the period was that of an intermediate holding company.

Results and dividends

The loss for the Period, after taxation, amounted to £3,600,595.

The directors do not recommend payment of an ordinary dividend for the current period.

Directors

The directors who served during the Period were:

R E Farmer (appointed 14 December 2021)
M C Hargate (appointed 14 December 2021)
E Hickley (appointed 8 October 2021)
L A Kingston (appointed 8 October 2021)
R C McNeilly (appointed 14 December 2021)
A P Morris (appointed 14 December 2021)
A Shaw (appointed 22 December 2022, resigned 2 October 2023)
J P Southwell (appointed 14 December 2021)

Health and safety of employees

The well-being of the Company’s employees is safeguarded through strict adherence to health and safety standards. The Safety, Health and Welfare at Work Act 1989 imposes certain requirements on employers and the Company has taken the necessary action to ensure compliance with the Act, including the adoption of a Safety Statement.

Environmental matters

The group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The group has complied with all applicable legislation and regulations.
In August 2022, we partnered with Play It Green to improve our business’ sustainability practices and have a positive impact on the planet.
In return for a monthly cost per person, Play it Green plant 13 trees per person per month, instantly rebalancing their personal carbon footprint.
 
Page 5

 
Brewer Bidco Limited
 

 
Directors' Report (continued)
For the Period Ended 31 March 2023


We are also making our business a Climate Positive one by rebalancing our historical and company emissions to become carbon neutral. To reduce our overall business carbon footprint moving forward, we are working with Play it Green’s Net Zero Framework, Green Energy giving us access to a network of sustainability experts.

Future developments

The Board plans to continue to invest in technology, recruitment and acquisitions within the accountancy, audit and taxation sectors to support the Group’s strategy of becoming the leading advisor to the SME and not for profit sectors.

Engagement with employees

We care about all of our employees in the same way we care about our clients. When joining Dains staff  become part of a team of people who collaborate and innovate together during the working day, but who also enjoy spending time together outside of that to relax and have fun.
We believe our employees are our greatest asset, and we look to provide the best working environment, along with hybrid and smart working options and generous benefits. We listen, learn and evolve as we strive to make Dains a great place to work.
Everyone is treated with the same level of respect no matter what job title they have. We are all members of a team of people who are working together towards the same objective. So, if you need to ask a question or have a suggestion, you are encouraged to share it and get involved.
We strive to create a working environment that promotes and values diversity, where everyone feels empowered to be themselves. We are committed to equal opportunities and to build a more inclusive team that reflects the communities we serve and are continuously making progress. We welcome and encourage applications from all backgrounds, particularly candidates who are under-represented in Dains. These include people from Black, Asian, and ethnic minority backgrounds. The firm, in supplying services, is also committed against unlawful discrimination of clients or the public.
We engage with, consult and provide information to our staff through a variety of methods including staff newsletters, notice boards and regular office meetings to ensure we are delivering to their expectations, supporting wellbeing, and making the right business decisions. This ensures we can retain and develop the best talent.

Engagement with suppliers, customers and others

It is important we have a clear understanding of the challenges facing our clients and supplies, as these may have a significant impact on the business in a variety of ways. We seek to have early visibility of potential opportunities or threats by maintaining close dialogue with existing clients and suppliers either by regular communication and meetings.

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the company continues and that appropriate training is arranged. It is the policy of the group and the company that the training, career development and promotion of disabled persons should, as far as possible be identical to that of other employees.

Page 6

 
Brewer Bidco Limited
 

 
Directors' Report (continued)
For the Period Ended 31 March 2023

Going concern

As noted in the strategic review, following the investment by Horizon capital in the Group headed by Brewer Topco Limited, the Group is engaged in a strategy of growth, both organically and via acquisition. The Brewer Group has access to significant financial facilities from both the equity investor and the senior debt lender which is being deployed to fund this strategy. The Group gross margins are strong and cash generation is excellent with Group EBITDA in the first period of trading of £6.38m. The directors’ and strategic reports further describe the financial position of the company; its liquidity position; the company’s objectives, policies, and processes for managing its capital; its financial risk management objectives; and its exposure to credit risk and liquidity risk.
The directors have prepared cashflow forecasts and projections for a period extending beyond twelve months from the date of approval of the financial statements which demonstrate that the company can continue to trade within its available financial facilities. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements and thus they have concluded that it is reasonable to continue to prepare the financial statements on a going concern basis.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the Period is 40,000kWh or lower. Details of the groups greenhouse gas emissions, energy consumption and energy efficiency can be found in the consolidated financial statements of the ultimate parent company.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 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 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 7

 
Brewer Bidco Limited
 

 
Directors' Report (continued)
For the Period Ended 31 March 2023

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'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's auditor is aware of that information.

Post balance sheet events

On 16 August 2023 the Group acquired Opto Group Limited, a specialist VAT and Employment tax advisory firm to the public sector and not for profit sector. 
On 31 August 2023 the Group acquired HSKS Greenhalgh Limited, a well-regarded accountancy, audit and taxation firm based in the East Midlands.

Auditor

Following a rebranding exercise on 15 May 2023 the trading name of the company’s independent auditor changed from MHA MacIntyre Hudson to MHA. MHA has indicated their willingness to continue in office and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 6 October 2023 and signed on its behalf.
 





___________________________
R C McNeilly
Chief Executive Officer

Page 8

 
Brewer Bidco Limited
 

 
Independent Auditor's Report to the Members of Brewer Bidco Limited


Opinion


We have audited the financial statements of Brewer Bidco Limited (the 'Company') for the Period ended 31 March 2023, which comprise the Profit and Loss Account, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 March 2023 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.


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 Company 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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 9

 
Brewer Bidco Limited
 

 
Independent Auditor's Report to the Members of Brewer Bidco Limited (continued)


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 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.


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 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 7, 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.


Page 10

 
Brewer Bidco Limited
 

 
Independent Auditor's Report to the Members of Brewer Bidco 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 financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management around actual and potential litigation and claims;
Enquiry of management to identify any instances of non-compliance with laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness;
Reviewing accounting estimates for evidence of management bias; and
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.


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.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


Use of 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 2006Our 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.





Martin Ramsey BSc (Hons) FCCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditor
Birmingham, United Kingdom

6 October 2023
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)
Page 11

 
Brewer Bidco Limited
 
 
Profit and Loss Account
For the Period Ended 31 March 2023

18 Month period ended
31 March
2023
Note
£

  

Administrative expenses
  
(429,269)

Operating loss
  
(429,269)

Interest receivable and similar income
 6 
177,678

Interest payable and similar expenses
 7 
(3,349,004)

Loss before tax
  
(3,600,595)

Tax on loss
 8 
-

Loss for the financial Period
  
(3,600,595)

The notes on pages 16 to 26 form part of these financial statements.

Page 12

 
Brewer Bidco Limited
 

Statement of Comprehensive Income
For the Period Ended 31 March 2023

18 Month period ended
31 March
2023
Note
£


Loss for the financial Period

  

(3,600,595)

Other comprehensive income
  

Total comprehensive income for the Period
  
(3,600,595)

The notes on pages 16 to 26 form part of these financial statements.

Page 13

 
Brewer Bidco Limited
Registered number:13668903

Balance Sheet
As at 31 March 2023

2023
Note
£

Fixed assets
  

Investments
 9 
14,078,373

Current assets
  

Debtors: amounts falling due after more than one year
 10 
18,919,766

Debtors: amounts falling due within one year
 10 
820,818

Cash at bank and in hand
 11 
1,936

  
19,742,520

Creditors: amounts falling due within one year
 12 
(368,188)

Net current liabilities
  
 
 
19,374,332

Creditors: amounts falling due after more than one year
  
(37,053,299)

  

Net liabilities
  
(3,600,594)


Capital and reserves
  

Called up share capital 
 15 
1

Profit and loss account
 16 
(3,600,595)

Total shareholders' deficit
  
(3,600,594)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 October 2023.




___________________________
R C McNeilly
Chief Executive Officer

The notes on pages 16 to 26 form part of these financial statements.

Page 14

 
Brewer Bidco Limited
 

Statement of Changes in Equity
For the Period Ended 31 March 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the Period

Loss for the Period

-
(3,600,595)
(3,600,595)


Contributions by and distributions to owners

Shares issued during the Period
1
-
1


At 31 March 2023
1
(3,600,595)
(3,600,594)

The notes on pages 16 to 26 form part of these financial statements.

Page 15

 
Brewer Bidco Limited
 
 

Notes to the Financial Statements
For the Period Ended 31 March 2023

1.


General information

Brewer Bidco Limited ('the company') is a private company limited by shares, incorporated in the United Kingdom in England and Wales under the Companies Act. The address of the registered office is given on the company information page. The nature of the company's operations and its principal activities is that of an intermediate holding company.

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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Brewer Topco Limited as at 31 March 2023 and these financial statements may be obtained from Horizon Capital, Level 9, The Shard, 32 London Bridge Street, London, England, SE1 9SG.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 16

 
Brewer Bidco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2023

2.Accounting policies (continued)

 
2.4

Going concern

As noted in the strategic review, following the investment by Horizon capital in the Group headed by Brewer Topco Limited, the Group is engaged in a strategy of growth, both organically and via acquisition. The Brewer Group has access to significant financial facilities from both the equity investor and the senior debt lender which is being deployed to fund this strategy. The Group gross margins are strong and cash generation is excellent with Group EBITDA in the first period of trading of £6.38m. The directors’ and strategic reports further describe the financial position of the company; its liquidity position; the company’s objectives, policies, and processes for managing its capital; its financial risk management objectives; and its exposure to credit risk and liquidity risk.
The directors have prepared cashflow forecasts and projections for a period extending beyond twelve months from the date of approval of the financial statements which demonstrate that the company can continue to trade within its available financial facilities. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements and thus they have concluded that it is reasonable to continue to prepare the financial statements on a going concern basis.

 
2.5

Interest income

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

 
2.6

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.

 
2.7

Borrowing costs

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

 
2.8

Taxation

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 operates and generates income.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

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.

Page 17

 
Brewer Bidco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2023

2.Accounting policies (continued)

 
2.11

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.

 
2.12

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.

 
2.13

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Page 18

 
Brewer Bidco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2023

2.Accounting policies (continued)


2.13
Financial instruments (continued)


Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, which are described in note 2, the members are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
Impairment of investments
When considering any impairment of investments, the Directors' use impairment models with detailed cash flow forecasts to determine the value in use of the assets. The impairment testing involves significant judgement as to whether the net present value of the estimated future cash flows can support the carrying value of the asset. The key assumptions utilised in determining these cash flows are the discount rate used and the long-term growth rate.
Sensitivities of the assumptions are considered and are reviewed by the Directors' as part of their impairment assessments. The sensitivities of the impairment on the carrying value of the investments have been disclosed in Note 9.

Page 19

 
Brewer Bidco Limited
 
 

Notes to the Financial Statements
For the Period Ended 31 March 2023

4.


Auditor's remuneration

The auditor's remuneration is borne by a fellow group company.
There are no non audit services.




5.


Employees




The Company has no employees other than the directors, who did not receive any remuneration.


6.


Interest receivable

18 Month period ended
31 March
2023
£


Interest receivable from group companies
177,678

177,678


7.


Interest payable and similar expenses

18 Month period ended
31 March
2023
£


Bank interest payable
821,004

Loans from group undertakings
2,528,000

3,349,004

Page 20

 
Brewer Bidco Limited
 
 

Notes to the Financial Statements
For the Period Ended 31 March 2023

8.


Taxation


18 Month period ended
31 March
2023
£



Current tax on profits for the year
-


Total current tax
-


Tax on loss
-

Factors affecting tax charge for the period

The tax assessed for the Period is higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

18 Month period ended
31 March
2023
£


Loss before tax
(3,600,595)


Loss multiplied by standard rate of corporation tax in the UK of 19%
(684,113)

Effects of:


Expenses not deductible for tax purposes
1,849

Group relief
682,264

Total tax charge for the Period
-


Factors that may affect future tax charges

In the Spring Budget 2021, the government announced that from 1 April 2023 the headline corporation tax rate will increase to 25%. The proposal to increase the rate to 25% had been substantively enacted at the company’s balance sheet date, therefore its effects have been included in these financial statements.
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements. There is no expiry date on timing differences, unused tax losses or tax credits.

Page 21

 
Brewer Bidco Limited
 
 

Notes to the Financial Statements
For the Period Ended 31 March 2023

9.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
14,078,373



At 31 March 2023
14,078,373






Net book value



At 31 March 2023
14,078,373


10.


Debtors

2023
£

Due after more than one year

Amounts owed by group undertakings
18,919,766

18,919,766


2023
£

Due within one year

Other debtors
145,807

Prepayments and accrued income
675,011

820,818


Loans to subsidaries are unsecured, carry interest an interest rate of 10% and are due for repayment in May 2028. All other amounts owed from group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Page 22

 
Brewer Bidco Limited
 
 

Notes to the Financial Statements
For the Period Ended 31 March 2023

11.


Cash and cash equivalents

2023
£

Cash at bank and in hand
1,936

1,936



12.


Creditors: Amounts falling due within one year

2023
£

Trade creditors
226,945

Accruals and deferred income
141,243

368,188



13.


Creditors: Amounts falling due after more than one year

2023
£

Bank loans
13,639,199

Amounts owed to group undertakings
23,414,100

37,053,299


Bank loans comprise a term loan and an acquisition facility loan. All facilities are secured via a debenture of the assets of the company and other group companies. The term loan and acquisition facility loan carries a variable interest rate of between 3.75% and 4.75% above SONIA. The term loan is repayable in full in December 2027. The acquisition facility loan is repayable in quarterly installments of £1.875m from Jun 2025, with the remaining balance being due in full in December 2027.
Amounts owed to group undertakings are unsecured, carry interest an interest rate of 10% with £1.5m being due for repayment in May 2028 and the balance being due for repayment in June 2028. 

Page 23

 
Brewer Bidco Limited
 
 

Notes to the Financial Statements
For the Period Ended 31 March 2023

14.


Loans


Analysis of the maturity of loans is given below:


2023
£



Amounts falling due 2-5 years

Bank loans
7,500,000


7,500,000

Amounts falling due after more than 5 years

Bank loans
6,139,199

6,139,199

13,639,199



15.


Share capital

2023
£
Allotted, called up and fully paid


1 Ordinary share of £1.00
1


The company issued 1 Ordinary share at par on incorporation.


16.


Reserves

Profit and loss account

The profit and loss account reserve represents cumulative profits and losses, net of dividends paid and
other adjustments.


17.


Post balance sheet events

On 16 August 2023 the Group acquired Opto Group Limited, a specialist VAT and Employment tax advisory firm to the public sector and not for profit sector. 
On 31 August 2023 the Group acquired HSKS Greenhalgh Limited, a well-regarded accountancy, audit and taxation firm based in the East Midlands.

Page 24

 
Brewer Bidco Limited
 
 

Notes to the Financial Statements
For the Period Ended 31 March 2023

18.

Controlling Party

At 31 March 2023, the immediate parent undertaking is Brewer Midco Limited, a company incorporated in United Kingdom and registered in England and Wales. Copies of the financial statements for Brewer Midco Limited can be obtained from its registered office, Horizon Capital, Level 9 The Shard, 32 London Bridge Street, London, England, SE1 9SG.
At 31 March 2023, the ultimate parent undertaking is Brewer Topco Limited, a company incorporated in United Kingdom and registered in England and Wales.
The parent undertaking of the largest and smallest group to consolidate their financial statements is Brewer Topco Limited, a company incorporated in United Kingdom and registered in England and Wales. Copies of these financial statements can be obtained from Horizon Capital, Level 9 The Shard, 32 London Bridge Street, London, England, SE1 9SG.
At 31 March 2023, the Directors considered the ultimate controlling party to be Horizon Capital II Limited Partnership.


Page 25

 
Brewer Bidco Limited
 
 

Notes to the Financial Statements
For the Period Ended 31 March 2023

19.



Subsidiary undertakings



Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Dains Accountants Limited
St. Johns Court, Wiltell Road, Lichfield, Staffordshire, WS14 9DS
Ordinary
100%
Dains Audit Limited *
St. Johns Court, Wiltell Road, Lichfield, Staffordshire, WS14 9DS
A Ordinary
100%
Dains LLP *
15 Colmore Row, Birmingham, B3 2BH
Member
100%
Isosceles Finance Limited *
One, High Street, Egham, England, TW20 9HJ
Ordinary
100%
Barringtons Limited *
St. Johns Court, Wiltell Road, Lichfield, Staffordshire, WS14 9DS
Ordinary
100%
Dains Trustees Limited *
15 Colmore Row, Birmingham, B3 2BH
Ordinary
100%
Dains Forensic LLP *
15 Colmore Row, Birmingham, B3 2BH
Member
100%
McBrewer Bidco Limited
Ellersley House, 30 Miller Road, Ayr, KA7 2AY
Ordinary
88.9%
William Duncan & Co (Group) Limited *
Ellersley House, 30 Miller Road, Ayr, KA7 2AY
Ordinary
100%
William Duncan + Co Limited *
Ellersley House, 30 Miller Road, Ayr, KA7 2AY
Ordinary
100%
William Duncan + Co (Audit) Limited *
Ellersley House, 30 Miller Road, Ayr, KA7 2AY
Ordinary
100%
William Duncan (Business Recovery) Limited *
Ellersley House, 30 Miller Road, Ayr, KA7 2AY
Ordinary
100%
Xtra Accounting Limited *
Ellersley House, 30 Miller Road, Ayr, KA7 2AY
Ordinary
100%

* Indirectly held subsidiary

 
Page 26