Caseware UK (AP4) 2022.0.179 2022.0.179 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 101 'Reduced Disclosure Framework' and the Companies Act 2006. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The Company has taken advantage of the following disclosure exemptions under FRS 101: the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations the requirements of IFRS 7 Financial Instruments: Disclosures the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of: - paragraph 79(a)(iv) of IAS 1; - paragraph 73(e) of IAS 16 Property, Plant and Equipment; - paragraph 118(e) of IAS 38 Intangible Assets; - paragraphs 76 and 79(d) of IAS 40 Investment Property; and - paragraph 50 of IAS 41 Agriculture the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements the requirements of IAS 7 Statement of Cash Flows the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets. The smallest consolidated financial statements presented are that of Clanwilliam Headquarters Limited at 31 December 2022, in which equivalent consolidated disclosures can be found. These financial statements are available from the Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 2.Dividend income from investments is recognised when the shareholders' rights to receive payment have been established, provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.The above loans are financed with CEDL group of companies and Alcentra Capital Corporation. Glas Trust Corporation Limited, who acts as security agent holds a fixed and floating charge over the group's premises and assets. The loans bear interest at a rate of 6.5% per annum, which increased to 7.69% in the final quarter for 2022 and are repayable on the 7th of November 2025. As part of the acquisition of a number of subsidiaries in the prior years, put and call options agreements were entered into in respect of the remaining shareholding. The fair values of the amount payable are based on the evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entities. The expected consideration for the exercise of options is payable in increments linked to the anniversaries of the various acquisitions. The fair value at each reporting period end is determined by discounting the consideration payable at the time of redemption. Amounts owed to group undertakings includes €21,378,401 (2021: €27,773,132) of balances which are unsecured, interest free and repayable on demand. Also included in this amount are intercompany loans from Clanwilliam Investments Ireland of €18,192,267 (2021: €18,170,933) which bear interest at a rate of 7.7%. Other creditors includes short term redemption liability amounting to €4,753,098 (see Note 14).truetrue2truetruetruetruetruetruetruetruetruetruetruetruetrue2022-01-01false2true 10855687 2022-01-01 2022-12-31 10855687 2021-01-01 2021-12-31 10855687 2022-12-31 10855687 2021-12-31 10855687 2021-01-01 10855687 1 2022-01-01 2022-12-31 10855687 c:Exceptional 2022-01-01 2022-12-31 10855687 c:Exceptional 2021-01-01 2021-12-31 10855687 d:CompanySecretary1 2022-01-01 2022-12-31 10855687 d:Director1 2022-01-01 2022-12-31 10855687 d:Director2 2022-01-01 2022-12-31 10855687 d:Director3 2022-01-01 2022-12-31 10855687 d:RegisteredOffice 2022-01-01 2022-12-31 10855687 d:Agent1 2022-01-01 2022-12-31 10855687 c:CurrentFinancialInstruments 2022-12-31 10855687 c:CurrentFinancialInstruments 2021-12-31 10855687 c:Non-currentFinancialInstruments 2022-12-31 10855687 c:Non-currentFinancialInstruments 2021-12-31 10855687 c:UKTax 2022-01-01 2022-12-31 10855687 c:UKTax 2021-01-01 2021-12-31 10855687 c:ShareCapital 2022-12-31 10855687 c:ShareCapital 2021-12-31 10855687 c:ShareCapital 2021-01-01 10855687 c:SharePremium 2022-01-01 2022-12-31 10855687 c:SharePremium 2022-12-31 10855687 c:SharePremium 2021-12-31 10855687 c:SharePremium 2021-01-01 10855687 c:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 10855687 c:RetainedEarningsAccumulatedLosses 2022-12-31 10855687 c:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 10855687 c:RetainedEarningsAccumulatedLosses 2021-12-31 10855687 c:RetainedEarningsAccumulatedLosses 2021-01-01 10855687 d:OrdinaryShareClass1 2022-01-01 2022-12-31 10855687 d:OrdinaryShareClass1 2021-01-01 2021-12-31 10855687 d:OrdinaryShareClass1 2022-12-31 10855687 d:OrdinaryShareClass1 2021-12-31 10855687 d:FRS101 2022-01-01 2022-12-31 10855687 d:Audited 2022-01-01 2022-12-31 10855687 d:FullAccounts 2022-01-01 2022-12-31 10855687 d:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 10855687 6 2022-01-01 2022-12-31 iso4217:GBP xbrli:shares xbrli:pure

img1a62.png






Financial Statements
Clanwilliam Investments (U.K.) Limited
For the year ended 31 December 2022





































Registered number: 10855687

 
Clanwilliam Investments (U.K.) Limited
 

Company Information


Directors
Gerard Hunt 
Howard John Beggs 
Jennifer Hughes 




Company secretary
Erin Lane



Registered number
10855687



Registered office
Aurora House
Deltic Avenue

Rooksley

Milton Keynes

Buckinghamshire

MK13 8LW




Independent auditor
Grant Thornton
Chartered Accountants & Statutory Auditors

13-18 City Quay

Dublin 2




Bankers
Citibank N.A. London
Canada SQ Service CTR

Citigroup CTR 25

London

United Kingdom

E14 5LB




Solicitors
Eversheds Sutherland
1 Earlsfort Terrace

Earlsfort Terrace

Saint Kevins

Dublin 2





 
Clanwilliam Investments (U.K.) Limited
 

Contents



Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 23


 
Clanwilliam Investments (U.K.) Limited
 

Strategic report
For the year ended 31 December 2022

The directors present their strategic report on the Company for the year ended 31 December 2022.
A review of the business and future developments, including key performance indicators and the principal risks and uncertainties is set out below.

Review of activities and future trading
 
The Company generated a profit before tax for the year of €8,068,499 (2021: €4,352,347).  The Company had shareholders' funds of €23,940,100 (2021: €15,835,715) as the end of the year.

The principal activity of the Company during the financial year is to act as a holding company. The directors' aim to present a balanced and comprehensive review of the development and performance of the business during the period and its position at the period end. Their review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties they face. As with many businesses of their size, the business environment in which they operate continues to be challenging. With this in mind, the directors are aware that any plans for the future development of the business may be subject to unforeseen future events outside of their control.
There were no significant changes in the activities of the Company during the period.

Principal risks and uncertainties
 
The directors consider that the principal risks and uncertainties faced by the Company are in the following categories:

Interest rate risk
The company has loan facilities with Group Undertakings of €18.2m (note 13) and €17.2m from CEDL (note 14).  Both facilities are priced at a margin above EURIBOR. Over the past 12 months the euro Euribor has increased by just under 3%. This has increased the cost of funding by almost €4m per annum. If interest rates continue to increase, this will have a negative effect on future profitability.

Exchange rate risk
The company has assets mainly denominated in Stg£ with liabilities in a mix of Euro (€) and Sterling (Stg£). This can result in substantial unrealised FX gains or losses from year to year. The company is happy to accept these risks.

Investment risk
There is a risk that the subsidiary companies do not continue to perform well. This may arise from competition, adverse currency movements or economic downturn. This risk is managed by spreading investments over a wide range of business operating in different geographics.

Economic risk
Inflation has risen sharply post year end in the core geographies in which the Company operates. This may have an impact on the cost base on the largest portion of which is payroll. It may not be possible to quickly pass on these price increases to our customers and margins may be adversely affected in the medium term.

Key performance indicators
 
The directors believe the key performance indicator of the Company to be the performance of its underlying investments in subsidiary companies. A full report on the trading performance of the Group and these entities can be found in the financial statements of Clanwilliam Headquarters Limited. They are publicly available from the Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1, Mountjoy, Dublin 1.

Page 1

 
Clanwilliam Investments (U.K.) Limited
 

Strategic report (continued)
For the year ended 31 December 2022


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




................................................
Howard John Beggs
Director

Date: 28 July 2023

Page 2

 
Clanwilliam Investments (U.K.) Limited
 
 
Directors' report
For the year ended 31 December 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Principal activity

The principal activity of the Company was that of an investment holding company.

The Company received income from its fixed asset investment of €8,343,555 during the year (2021: €10,949,475).

Results and dividends

The profit for the year, after taxation, amounted to 8,104,385 (2021 - 4,352,347).

The directors have not paid a dividend during the year (2021: €5,000,000).

Directors

The directors who served during the year were:

Gerard Hunt 
Howard John Beggs 
Jennifer Hughes 

Future developments

The Company plans to continue its current activities.

Research and development activities

The Company did not engage in any research and development activities during the year (2021: Nil).

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.

Going concern

In preparing the financial statements the directors consider it appropriate to continue to use the going concern assumption, which assumes the Company will have sufficient resources to enable it to meet its liabilities as they fall due, including adequate financial support. During the year the Company earned a profit of €8,104,385 (2021: €4,352,347) and at that date, the Company had net current liabilities of €23,028,022 (2021: €41,706,785). The directors have reviewed the future projections of the Company and its subsidiaries and are satisfied that based on future trading results, the Company will continue to generate very strong cash flows. The directors have ensured that the Company will receive adequate financial backing from its subsidiaries should it be required.  On the basis of all of the above, the directors believe that the going concern basis of preparation is appropriate for the financial statements. 

Page 3

 
Clanwilliam Investments (U.K.) Limited
 

Directors' report (continued)
For the year ended 31 December 2022

Post balance sheet events

There were no significant events affecting the Company since the year end. 

Auditor

The auditor, Grant Thorntonwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
Howard John Beggs
Director

Date: 28 July 2023

Page 4

 
Clanwilliam Investments (U.K.) Limited
 

Directors' responsibilities statement
For the year ended 31 December 2022

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 101 ‘Reduced Disclosure Framework’. 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 judgments 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; and
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.

On behalf of the board,
 

................................................

Howard J Beggs

Director


Date: 28 July 2023

Page 5

 
 
img40e9.png
 
Independent auditor's report to the members of Clanwilliam Investments (U.K.) Limited
 
Opinion


We have audited the financial statements of Clanwilliam Investments (U.K.) Limited, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the year ended 31 December 2022, and the related notes to the financial statements, including a summary of significant accounting policies.  

The financial reporting framework that has been applied in the preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’.


In our opinion, Clanwilliam Investments (U.K.) Limited's financial statements:


give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2022 and of its financial performance for the year then ended; 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 'Responsibilities of the auditor 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, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 the date when the financial statements are authorised for issue.

Our responsibilities, and the responsibilities of the directors, with respect to going concern are described in the relevant sections of this report.
Page 6

 
 
img2a52.png
Independent auditor's report to the members of Clanwilliam Investments (U.K.) Limited (continued)



Other information


Other information comprises the information included in the annual report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:
the information given in the Directors' report and the Strategic Report for the year for which the financial statements are prepared is consistent with the financial statements, and 
the Directors' report and the Strategic 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 we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic 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.
Page 7

 
 
img088c.png
Independent auditor's report to the members of Clanwilliam Investments (U.K.) Limited (continued)

Responsibilities of management and those charged with governance for the financial statements
 

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS101 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements
 

The objectives of an auditor 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 their 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 an auditor's 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.

Explanation as to what extent 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, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with data protection and Employment laws, Health and Safety Regulation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulation that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and UK tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
Page 8

 
 
img4a2b.png
Independent auditor's report to the members of Clanwilliam Investments (U.K.) Limited (continued)

Responsibilities of the auditor for the audit of the financial statements (continued)

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

In response to these principal risks, our audit procedures included but were not limited to:

inquiries of management and board on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
inspection of the Company’s regulatory and legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made;
gaining an understanding of the internal controls established to mitigate risk related to fraud;
discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
challenging assumptions and judgements made by management in their significant accounting estimates, including impairment assessment of investments in subsidiaries; and
review of the financial statements disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal control

The purpose of our audit work and to whom we owe our responsibilities
 

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.

 
 
Tracey Sullivan (Senior statutory auditor)
for and on behalf of
Grant Thornton
Chartered Accountants
& Statutory Auditors
13 - 18 City Quay
Dublin 2
 
Date
 28 July 2023
Page 9

 
Clanwilliam Investments (U.K.) Limited
 

Statement of comprehensive income
For the year ended 31 December 2022

2022
2021
Note
 €

  

Income from fixed asset investments
     4 
8,343,555
10,949,475

Administrative expenses
  
2,166,841
(4,222,392)

Operating profit
 5 
10,510,396
6,727,083

Interest payable and expenses
 7 
(2,441,897)
(2,374,736)

Profit before tax
  
8,068,499
4,352,347

Tax on profit
 8 
35,886
-

Profit for the year
  
8,104,385
4,352,347

All amounts relate to continuing operations.
There was no other comprehensive income for 2022 (2021: €NIL).

The notes on pages 13 to 23 form part of these financial statements.

Page 10

 
Clanwilliam Investments (U.K.) Limited
Registered number:10855687

Statement of financial position
As at 31 December 2022

2022
2021
Note

  

Fixed assets
  

Investments
 10 
75,262,924
81,508,844

  
75,262,924
81,508,844

Current assets
  

Debtors: amounts falling due within one year
 11 
12,766,632
11,983,138

Cash at bank and in hand
 12 
53,964
1,205,362

  
12,820,596
13,188,500

Current liabilities
  

Creditors: amounts falling due within one year
 13 
(45,973,227)
(58,469,181)

Net current liabilities
  
 
 
(33,152,631)
 
 
(45,280,681)

Total assets less current liabilities
  
42,110,293
36,228,163

Creditors: amounts falling due after more than one year
 14 
(18,170,193)
(20,392,448)

Net assets
  
23,940,100
15,835,715


Capital and reserves
  

Called up share capital 
 15 
2,419
2,419

Share premium account
 16 
22,120,635
22,120,635

Profit and loss account
 16 
1,817,046
(6,287,339)

Shareholders' funds
  
23,940,100
15,835,715


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




................................................
Howard John Beggs
Director

Date: 28 July 2023

The notes on pages 13 to 23 form part of these financial statements.

Page 11

 
Clanwilliam Investments (U.K.) Limited
 

Statement of changes in equity
For the year ended 31 December 2022


Called up share capital
Share premium account
Profit and loss account
Total equity


At 1 January 2022
2,419
22,120,635
(6,287,339)
15,835,715



Profit for the year
-
-
8,104,385
8,104,385


At 31 December 2022
2,419
22,120,635
1,817,046
23,940,100



Statement of changes in equity
For the year ended 31 December 2021


Called up share capital
Share premium account
Profit and loss account
Total equity


At 1 January 2021
2,419
22,120,635
(5,639,686)
16,483,368



Profit for the year
-
-
4,352,347
4,352,347

Dividends: Equity capital
-
-
(5,000,000)
(5,000,000)


At 31 December 2021
2,419
22,120,635
(6,287,339)
15,835,715


The notes on pages 13 to 23 form part of these financial statements.

Page 12

 
Clanwilliam Investments (U.K.) Limited
 
 
Notes to the financial statements
For the year ended 31 December 2022

1.


General information

Clanwilliam Investments (U.K.) Limited is a private company limited by shares and is registered and incorporated in the United Kingdom. The Company's registered address is Aurora House, Deltic Avenue, Rooksley, Milton Keynes, Buckinghamshire, MK13 8LW. The principal activity of the Company was that of an investment 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 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

  
2.2

Consolidation exemption

The Company is exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006, as the Company is subsidiary undertaking included in the consolidated financial statements of a larger EEA group.

 
2.3

Going concern

In preparing the financial statements the directors consider it appropriate to continue to use the going concern assumption, which assumes the Company will have sufficient resources to enable it to meet its liabilities as they fall due, including adequate financial support. During the year the Company earned a profit of €8,104,385 (2021: €4,352,347) and at that date, the Company had net current liabilities of €23,028,022 (2021: €41,706,785). The directors have reviewed the future projections of the Company and its subsidiaries and are satisfied that based on future trading results, the Company will continue to generate very strong cash flows. The directors have ensured that the Company will receive adequate financial backing from its subsidiaries should it be required. On the basis of all of the above, the directors believe that the going concern basis of preparation is appropriate for the financial statements. 

  
2.4

Impact of new international reporting standards, amendments and interpretations

New standards adopted as at 1 January 2022

Some accounting pronouncements which have become effective from 1 January 2022 and have therefore been adopted do not have a significant impact on the Company’s financial results or position.
Reference to the Conceptual Framework (Amendments to IFRS 3)
Property, Plant and Equipment: Proceeds Before Intended Use (Amendments to IAS 16)
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)
Annual Improvements (2018-2020 Cycle):
Subsidiary as a First-time Adopter (Amendments to IFRS 1)
Fees in the ‘10 per cent’ Test for Derecognition of Liabilities (Amendments to IFRS 9)
Lease Incentives (Amendments to IFRS 16)
Taxation in Fair Value Measurements (Amendments to IAS 41).

Page 13

 
Clanwilliam Investments (U.K.) Limited
 

Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.5

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
 - paragraphs 76 and 79(d) of IAS 40 Investment Property; and
 - paragraph 50 of IAS 41 Agriculture
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

The smallest consolidated financial statements presented are that of Clanwilliam Headquarters Limited at 31 December 2022, in which equivalent consolidated disclosures can be found. These financial statements are available from the Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 2.

Page 14

 
Clanwilliam Investments (U.K.) Limited
 

Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.6

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Euros.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.7

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.

 
2.8

Borrowing costs

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

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 
Clanwilliam Investments (U.K.) Limited
 

Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.10

 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 reporting date in the countries where the Company operates and generates income.

 
2.11

 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 
2.12

 Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

 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.

 
2.14

 Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.15

 Financial instruments

The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognised as a separate asset or liability. The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. The Company's accounting policies in respect of financial instruments transactions are explained below: 

Financial assets and financial liabilities are initially measured at fair value.
Page 16

 
Clanwilliam Investments (U.K.) Limited
 

Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)


2.15
 Financial instruments (continued)

Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the following:

the entity’s business model for managing the financial asset, and
the contractual cash flow characteristics of the financial asset.

Fair value through profit or loss
All of the company's financial assets other than those which meet the criteria to be measured at amortised cost are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Financial assets measured at amortised cost 
Financial instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. 

Impairment of financial assets 
The Company always recognises lifetime ECL for trade receivables. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Fair value through profit or loss 
Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost 
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
Page 17

 
Clanwilliam Investments (U.K.) Limited
 

Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.16

 Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
 
  
2.17

 Dividend income

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established, provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make significant judgments and estimates. 

Going concern
After reviewing the impact of Covid-19 outbreak, the Company's forecasts and projections, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

Estimates and Assumptions
The key estimates and assumptions concerning the future and other key sources of estimation uncertainty at the financial reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are discussed below:

Evaluating impairment of non financial assets
The Company reviews its investment in subsidiaries for any indicators of impairment in value. Determining whether the carrying value of financial assets has been impaired requires an estimation of the value in use of the investment in subsidiaries. This also takes into account other impairment indicators such as projected future operating results and significant negative industry or economic trends.

Impairment of financial assets
The Company measures expected credit losses of a financial instrument in a way that reflects an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes, the time value of money and information about past events, current conditions and forecasts of future economic conditions. When measuring ECL the Company uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Fair value measurement
Management uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. Estimated fair values may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.

Page 18

 
Clanwilliam Investments (U.K.) Limited
 
 
Notes to the financial statements
For the year ended 31 December 2022

4.


Investment income

2022
2021



Income from fixed asset investments
8,343,555
10,949,475

The entire amount is attributable to the principal activity of the Company being an investment holding company. 

All income form fixed asset investments arose in the United Kingdom.


5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2022
2021

Exchange differences
(1,061,953)
3,288,336

Auditor's remuneration
28,036
4,763

Defined contribution pension cost
3,103
4,436

Fair value adjustment to redemption liability
(2,278,943)
562,107

Amortisation of redemption liability
564,560
863,177


6.


Employees

Staff costs were as follows:


2022
2021

Wages and salaries
98,147
70,438

Social security costs
10,755
8,666

Cost of defined contribution scheme
3,103
4,436

112,005
83,540


The average monthly number of employees, including the directors, during the year was as follows:


        2022
        2021
            No.
            No.







Administration
2
2

The directors did not receive any remuneration during the year (2021: £Nil).

Page 19

 
Clanwilliam Investments (U.K.) Limited
 
 
Notes to the financial statements
For the year ended 31 December 2022

7.


Interest payable and similar expenses

2022
2021


Bank interest payable
1,187,088
1,151,308

Loans from group undertakings
1,254,809
1,223,428

2,441,897
2,374,736


8.


Taxation


2022
2021

Corporation tax


Current tax on profits for the year
-
-

Adjustments in respect of previous periods
(35,886)
-


Taxation on (loss)/profit on ordinary activities
(35,886)
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2021 - lower than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021


Profit on ordinary activities before tax
8,068,499
4,352,347


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
1,533,015
720,146

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
571,227
1,360,254

Income not taxable for tax purposes
(2,104,242)
(2,080,400)

(Over)/under provision in prior years
(35,886)
-

Total tax charge for the year
(35,886)
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 
Clanwilliam Investments (U.K.) Limited
 
 
Notes to the financial statements
For the year ended 31 December 2022

9.


Dividends

2022
2021


Dividends paid
-
5,000,000

Dividends paid to shareholders for each shares held amounted to €2,298.


10.


Fixed asset investments





Investments in subsidiary companies




Cost or valuation


At 1 January 2022
81,508,844



At 31 December 2022

81,508,844



Impairment


Charge for the period
6,245,920



At 31 December 2022

6,245,920



Net book value



At 31 December 2022
75,262,924



At 31 December 2021
81,508,844



11.


Debtors: Amounts falling due within one year

2022
2021


Amounts owed by group undertakings
12,717,060
11,967,466

Corporation tax repayable
49,572
15,672

12,766,632
11,983,138


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Page 21

 
Clanwilliam Investments (U.K.) Limited
 
 
Notes to the financial statements
For the year ended 31 December 2022

12.


Cash and cash equivalents

2022
2021

Cash at bank and in hand
53,964
1,205,362



13.


Creditors: Amounts falling due within one year

2022
2021

Provisions
113,046
119,322

Trade creditors
1,369
1,965

Amounts owed to group undertakings
39,570,668
45,944,065

Other taxation and social security
7,078
1,733

Redemption liability
6,247,880
12,351,970

Accruals and deferred income
33,186
50,126

45,973,227
58,469,181


Amounts owed to group undertakings includes €21,378,401 (2021: €27,773,132) of balances which are unsecured, interest free and repayable on demand. Also included in this amount are intercompany loans from Clanwilliam Investments Ireland of €18,192,267 (2021: €18,170,933) which bear interest at a rate of 7.7%.

Other creditors includes short term redemption liability amounting to €4,753,098 (see Note 14).


14.


Creditors: Amounts falling due after more than one year

2022
2021

Bank loans
17,200,000
17,200,000

Redemption liability
970,193
3,192,448

18,170,193
20,392,448


The above loans are financed with CEDL group of companies and Alcentra Capital Corporation. Glas Trust Corporation Limited, who acts as security agent holds a fixed and floating charge over the group's premises and assets. The loans bear interest at a rate of 6.5% per annum, which increased to 7.69% in the final quarter for 2022 and are repayable on the 7th of November 2025.
As part of the acquisition of a number of subsidiaries in the prior years, put and call options agreements were entered into in respect of the remaining shareholding. The fair values of the amount payable are based on the evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entities. The expected consideration for the exercise of options is payable in increments linked to the anniversaries of the various acquisitions. The fair value at each reporting period end is determined by discounting the consideration payable at the time of redemption.

Page 22

 
Clanwilliam Investments (U.K.) Limited
 
 
Notes to the financial statements
For the year ended 31 December 2022

15.


Share capital

2022
2021
Allotted, called up and fully paid



2,176 (2021 - 2,176) Ordinary shares of £1.00 each
2,419
2,419



16.


Reserves

Share premium account

Share premium comprises of premiums received on the issue of ordinary shares.

Profit and loss account

Includes all current and prior period retained profits and losses.


17.


Related party transactions

The Company has availed itself of the exemption under Financial Reporting Standard 101 section 8(k) not to give details of related party transactions with fellow group companies as they are 100% controlled by a UK Investment Holding Trust.


18.


Controlling party

The immediate parent company is Clanwilliam Ventures Limited, a company incorporated in the Republic of Ireland. 
The smallest and largest consolidated financial statements presented are that of Clanwilliam Headquarters Limited. They are publicly available from the Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1, Mountjoy, Dublin 1.
Clanwilliam Headquarters Limited is owned by a UK trust called The Clanwilliam Group Trust. M H Steven Wilson is the sole trustee and is the ultimate controlling party.


19.


Post balance sheet events

There have been no significant events affecting the Company since the year end.


Page 23