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Registered number: 13426779










ETG BIDCO1 LTD










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2023

 
ETG BIDCO1 LTD
 
 
COMPANY INFORMATION


Directors
C Bartholomew 
D Curnock 
J Sapak  




Registered number
13426779



Registered office
71-75 Shelton Street

 London

WC2H 9JQ




Independent auditors
Xeinadin Audit Limited

8th Floor

Becket House

36 Old Jewry

London

EC2R 8DD





 
ETG BIDCO1 LTD
 

CONTENTS



Page
Directors' Report
1 - 2
Independent Auditors' Report
3 - 6
Profit and Loss Account
7
Balance Sheet
8
Notes to the Financial Statements
9 - 11


 
ETG BIDCO1 LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

The directors present their report and the financial statements for the year ended 31 October 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments 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 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.

Directors

The directors who served during the year were:

C Bartholomew 
D Curnock 
J Sapak 

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

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

Page 1

 
ETG BIDCO1 LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Auditors

The auditorsXeinadin Audit Limitedwill 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.
 





C Bartholomew
Director

Date: 29 July 2024

Page 2

 
ETG BIDCO1 LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETG BIDCO1 LTD
 

Opinion


We have audited the financial statements of ETG BidCo1 Ltd (the 'Company') for the year ended 31 October 2023, which comprise the Profit and Loss Account, the Balance Sheet and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 October 2023 and of its result 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 3

 
ETG BIDCO1 LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETG BIDCO1 LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 4

 
ETG BIDCO1 LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETG BIDCO1 LTD (CONTINUED)


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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


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

•Enquiry of management and those charged with governance around actual and potential litigation and claims;
•Reviewing minutes of meetings of meetings of those charged with governance;
•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
•Enquiry of management and those charged with governance to identify any instances of non-compliance with
laws and regulations;
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that directly affect the financial statements including
financial reprting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Company is subject to many other laws and regulations where the consequence of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the
imposition of fines or litigation or the loss of the Company’s license to operate. We identified the following areas
as those most likely to have such an effect: health and safety including data protection laws, anti-bribery, money laundering, employment law and compliance recognising the nature of the Company’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any.Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence,an audit will not detect that breach.


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 Auditors' Report.


Page 5

 
ETG BIDCO1 LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETG BIDCO1 LTD (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.





Karanjit Gill FCCA (Senior Statutory Auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
8th Floor
Becket House
36 Old Jewry
London
EC2R 8DD

29 July 2024
Page 6

 
ETG BIDCO1 LTD
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 OCTOBER 2023

2023
2022
Note
£
£

  

Interest receivable and similar income
  
25,000
25,000

Interest payable and similar expenses
  
(25,000)
(25,000)

Profit before tax
  
-
-

Profit for the financial year
  
-
-



Page 7

 
ETG BIDCO1 LTD
REGISTERED NUMBER: 13426779

BALANCE SHEET
AS AT 31 OCTOBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 3 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due after more than one year
 4 
250,000
250,000

Debtors: amounts falling due within one year
 4 
25,000
25,000

  
275,000
275,000

Creditors: amounts falling due within one year
  
(25,000)
(25,000)

Net current assets
  
 
 
250,000
 
 
250,000

Total assets less current liabilities
  
250,001
250,001

Creditors: amounts falling due after more than one year
  
(250,000)
(250,000)

Provisions for liabilities
  

Net assets
  
1
1


Capital and reserves
  

Called up share capital 
  
1
1

  
1
1


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




C Bartholomew
Director

Date: 29 July 2024

The notes on pages 9 to 11 form part of these financial statements.

Page 8

 
ETG BIDCO1 LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

1.


General information

ETG BidCo1 Ltd is a private limited company domiciled and incorporated in England and Wales. The registered head office and principal place of business is located at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ.

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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Embrace Travel Group Limited as at 31st October 2022 and these financial statements may be obtained from 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ].

 
2.3

Exemption from preparing consolidated financial statements

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

 
2.4

Interest income

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

 
2.5

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.

Page 9

 
ETG BIDCO1 LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.7

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


3.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 November 2022
1



At 31 October 2023
1





Page 10

 
ETG BIDCO1 LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

4.


Debtors

Group
Company
2023
2023
£
£

Due after more than one year

Amounts owed by group undertakings
250,000
250,000

250,000
250,000


Group
Company
2023
2023
£
£

Due within one year

Amounts owed by group undertakings
25,000
25,000

25,000
25,000



5.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
25,000
25,000

25,000
25,000



6.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
250,000
250,000

250,000
250,000


 
Page 11