Company registration number 08423990 (England and Wales)
VERTBAUDET UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
VERTBAUDET UK LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
VERTBAUDET UK LIMITED
BALANCE SHEET
AS AT
30 DECEMBER 2022
30 December 2022
- 1 -
2022
2021
Notes
£
£
£'000
£'000
Fixed assets
Intangible assets
5
723
792
Current assets
Debtors
6
52
45
Cash at bank and in hand
811
950
863
995
Creditors: amounts falling due within one year
7
(11,976)
(11,212)
Net current liabilities
(11,113)
(10,217)
Net liabilities
(10,390)
(9,425)
Capital and reserves
Called up share capital
Profit and loss reserves
(10,390)
(9,425)
Total equity
(10,390)
(9,425)
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 17 October 2023 and are signed on its behalf by:
Mr M Hamelle
Director
Company registration number 08423990 (England and Wales)
VERTBAUDET UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 DECEMBER 2022
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2021
(10,125)
(10,125)
Year ended 30 December 2021:
Profit and total comprehensive income
-
700
700
Balance at 30 December 2021
(9,425)
(9,425)
Year ended 30 December 2022:
Loss and total comprehensive income
-
(965)
(965)
Balance at 30 December 2022
(10,390)
(10,390)
VERTBAUDET UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2022
- 3 -
1
Accounting policies
Company information
Vertbaudet UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH.
1.1
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
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 financial statements of the company are consolidated in the financial statements of CVG SAS. These consolidated financial statements are available from its registered office, Equistone VI FCPI 112 Avenue Kleber, 75116 Paris, France.
VERTBAUDET UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
1.2
Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.true
In assessing whether the Company's use of the going concern assumption is appropriate, the director has considered the trading and cash flow forecasts for the Company and has taken into account the funds available in the bank account, and the funding provided on the long term loan account from the parent Company, CVG SAS, for the twelve months from the date of approval of the annual report and financial statements.
The director has reviewed the forecasts of the Company and has taken due consideration of the sensitivity to trading conditions in the current uncertain economic climate.
After critically assessing these reviews, the director has formed a reasonable expectation that the combined funding available will be sufficient so that the Company can continue in operational existence for the foreseeable future. Accordingly, the director continues to adopt the going concern basis in preparing the Company's annual report and financial statements.
1.3
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.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.
Goodwill is reviewed for impairment if factors indicate that the carrying value may be impaired.
1.5
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.
1.6
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.
VERTBAUDET UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
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.
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.
1.7
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.
1.8
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.
VERTBAUDET UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -
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.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
Foreign exchange
Transactions denominated in foreign currencies are translated at the contracted rate or at the rate ruling at that date. Monetary assets and liabilities are denominated in foreign currencies at the balance sheet date are translated at the rates ruling at that date. These translation differences are dealt with in the statement of comprehensive income.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Impairment of goodwill
Where an indicator of goodwill impairment is identified, an impairment assessment is performed. The estimation of recoverable value requires estimation of future cash flows and also the selection of appropriate discount rates in order to calculate the net present value of those cash flows.
VERTBAUDET UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2022
- 7 -
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the director is 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.
Impairment of goodwill
Where an indicator of goodwill impairment is identified, an impairment assessment is performed. The estimation of recoverable value requires estimation of future cash flows and also the selection of appropriate discount rates in order to calculate the net present value of those cash flows.
4
Employees
There were no employees other than the director during the year, who received no remuneration (2021 - £NIL).
5
Intangible fixed assets
Goodwill
£
Cost
At 31 December 2021 and 30 December 2022
4,218
Amortisation and impairment
At 31 December 2021
3,426
Amortisation charged for the year
69
At 30 December 2022
3,495
Carrying amount
At 30 December 2022
723
At 30 December 2021
792
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Other debtors
52
45
VERTBAUDET UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2022
- 8 -
7
Creditors: amounts falling due within one year
2022
2021
£
£
Loans from parent company
10,872
10,314
Trade creditors
184
113
Amounts owed to group undertakings
458
304
Taxation and social security
129
81
Other creditors
51
127
Accruals and deferred income
282
273
11,976
11,212
The amounts owed to group undertakings are interest free and repayable on demand.
The loan is payable to the parent company, CVG SAS. The loan attracts interest at a rate of 3 month Euribor rate plus a commercial margin. The loan is due for repayment at any time within 10 years.
The Company has received confirmation from the parent company that it will continue to provide financial support for the foreseeable future and therefore the accounts have been prepared on the going concern basis.
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was qualified and the auditor reported as follows:
VERTBAUDET UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED
30 DECEMBER 2022
30 December 2022
8
Audit report information
(Continued)
- 9 -
Disclaimer of opinion on the financial statements
We were engaged to audit the financial statements of Vertbaudet UK Limited (the 'company') for the year ended 30 December 2022 which comprise , 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).
We do not express an opinion on the accompanying financial statements of the Company because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
In seeking to form an opinion on the financial statements, we considered the implications of significant issues that we have encountered with regards to our audit procedures. We have been unable to carry out the audit procedures necessary to obtain adequate assurance with regard to the accounting for and disclosure of significant transactions in the year including the following:
The measurement, occurrence and completeness of all comparative figures and comparative disclosures.
The measurement and occurrence of cash and cash equivalents.
The measurement, occurrence and completeness of trade and other payables.
The validity and accuracy of journal entries.
We were also unable to obtain direct confirmation of the year end bank balances and the agreed facilities from the company's bank and we were unable to carry out sufficient appropriate alternative procedures.
Senior Statutory Auditor:
Chris Neale
Statutory Auditor:
BHP LLP
10
Parent company
The Company's immediate parent company is CVG SAS, which is registered in France.
The Company's ultimate parent company and ultimate controlling party is now Equistone VI FCPI, which is incorporated in France.
Equistone VI FCPI is the parent company of the largest group and Vertbaudet Group International SAS is the parent company of the smallest group producing publicly available financial statements which include the results of the Company. Copies of these financial statements may be obtained from Equistone VI FCPI 112 Avenue Kleber, 75116 Paris in France and Vertbaudet Group International, 216 rue Winoc Chocqueel, 59200 Tourcoing in France.