REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
Meteor Bidco Limited |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
Meteor Bidco Limited |
Meteor Bidco Limited (Registered number: 13121822) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Profit and Loss Account | 8 |
Balance Sheet | 9 |
Notes to the Financial Statements | 10 |
Meteor Bidco Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Chartered Accountants |
The Mills |
Canal Street |
Derby |
DE1 2RJ |
SOLICITORS: |
Sterne House |
Lodge Lane |
Derby |
DE1 3WD |
Meteor Bidco Limited (Registered number: 13121822) |
Strategic Report |
for the Year Ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
Strategic Overview |
In 2021, the company acquired the share capital of Hollinwell Investments Holdings Limited as part of a management buy out. The acquisition was part funded via loan financing which is reflected within the balance sheet. |
Financial Overview |
The company did not trade during the year but was active in its capacity as an intermediate parent and incurred finance costs in respect of its borrowings. |
Principal Risks and Uncertainties |
The management of the business and the nature of the company's strategy are subject to risks which the trading subsidiary undertaking is exposed to within its trading activity. These are managed within the respective entity by the directors. |
Intercompany balances are monitored by the directors for any risks of being irrecoverable. However all companies are commonly controlled therefore no counterparty risk exists. |
Financial risk management objectives and policies |
The company uses basic financial instruments comprising non-bank borrowings. Risks arising from the company's financial instruments are interest rate risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below: |
Interest rate risk |
The company finances its operations through intercompany accounts and non-bank borrowings. The company's exposure to interest rate fluctuations on the loan is managed on a group basis. |
Liquidity risk |
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. Primarily this was achieved through intercompany borrowings to meet the loan payments as they arise. The overall liquidity position of the group is monitored by the directors. |
Key Performance Indicators |
Given the company does not trade there are no Key Performance Indicators, the performance of the wider group is measured via the trading subsidiary. |
ON BEHALF OF THE BOARD: |
Meteor Bidco Limited (Registered number: 13121822) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
DIVIDENDS |
Interim dividends per share were paid as follows: |
8,572 | - 20 March 2023 |
160,575 | - 16 June 2023 |
400,000 | - 31 December 2023 |
The directors recommend that no final dividend be paid. |
The total distribution of dividends for the year ended 31 December 2023 will be £ |
DIRECTORS |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Meteor Bidco Limited (Registered number: 13121822) |
Report of the Directors |
for the Year Ended 31 December 2023 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Meteor Bidco Limited |
Opinion |
We have audited the financial statements of Meteor Bidco Limited (the 'company') for the year ended 31 December 2023 which comprise the Profit and Loss Account, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Material uncertainty related 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 but subject to material uncertainty. |
We draw attention to the accounting policies within the financial statements, which outlines the sale of the company and the new owners potential future plans in respect of simplifying the group structure. As stated in the accounting policy, this event is indicative of a material uncertainty existing and may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Meteor Bidco Limited |
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 Report of the Directors. |
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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. |
Auditors' 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 a Report of the Auditors 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. |
Based on our understanding of the company and industry in which it operates, we considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. Audit procedures performed by the engagement team included: |
- | Enquiry of management around actual and potential litigation and claims; |
- | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
- | Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk 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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Meteor Bidco Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditors |
Chartered Accountants |
The Mills |
Canal Street |
Derby |
DE1 2RJ |
Meteor Bidco Limited (Registered number: 13121822) |
Profit and Loss Account |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
OPERATING LOSS | ( |
) |
Income from shares in group undertakings |
2,656,747 | 2,400,000 |
Interest payable and similar expenses | 4 |
PROFIT BEFORE TAXATION |
Tax on profit | 5 |
PROFIT FOR THE FINANCIAL YEAR |
Retained earnings at beginning of year | ( |
) |
Dividends | 6 | ( |
) | ( |
) |
RETAINED EARNINGS AT END OF YEAR |
Meteor Bidco Limited (Registered number: 13121822) |
Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 7 |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
9 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Meteor Bidco Limited (Registered number: 13121822) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Meteor Bidco Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Preparation of consolidated financial statements |
The financial statements contain information about Meteor Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Meteor Holdco Limited, Hamilton Road, Sutton In Ashfield, Nottingham, Nottinghamshire, United Kingdom, NG17 5LN. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Going concern |
The accounts have been prepared on the going concern basis but subject to a material uncertainty. |
Following the sale of the group of companies, a final decision is yet to be made on whether a group simplification of non-trading entities will take place within a period of 12 months from the accounts date of issue. The activities of the trading subsidiary would remain unaffected. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
The average number of employees during the year was NIL (2022 - NIL). |
2023 | 2022 |
£ | £ |
Directors' remuneration |
4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Interest payable |
Meteor Bidco Limited (Registered number: 13121822) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
5. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
6. | DIVIDENDS |
2023 | 2022 |
£ | £ |
Ordinary share of £1 |
Interim |
7. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Hamilton Road, Sutton-In-Ashfield, Nottinghamshire, United Kingdom, NG17 5LN |
Nature of business: |
% |
Class of shares: | holding |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Other loans (see note 10) |
Amounts owed to group undertakings |
Accrued expenses |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Other loans (see note 10) |
Meteor Bidco Limited (Registered number: 13121822) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | LOANS |
An analysis of the maturity of loans is given below: |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or on demand: |
Other loans |
Amounts falling due between one and two years: |
Other loans - 1-2 years | 34,824 |
Amounts falling due between two and five years: |
Other loans - 2-5 years |
Amounts falling due in more than five years: |
Repayable by instalments |
Other loans - 5+ years | 5,927,750 | 5,977,784 |
11. | SECURED DEBTS |
The following secured debts are included within creditors: |
2023 | 2022 |
£ | £ |
Other loans |
Duke Royalty UK Limited holds a debenture with a first legal mortgage on the freehold property, a fixed first charge and first floating charge over all the company's assets, and a negative pledge on the secured assets. |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 1 | 1 |
13. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Meteor Holdco Limited is regarded by the directors as being the company's ultimate parent company at the balance sheet date. |
The 100% share capital of the group was subsequently acquired by Metalogalva - Irmaos Silvas, S. A. on 6 March 2024. |