Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-312023-01-01falseNo description of principal activity33falsefalse 12987419 2023-01-01 2023-12-31 12987419 2022-01-01 2022-12-31 12987419 2023-12-31 12987419 2022-12-31 12987419 2022-01-01 12987419 c:Director1 2023-01-01 2023-12-31 12987419 c:Director1 2023-12-31 12987419 c:Director2 2023-01-01 2023-12-31 12987419 c:Director3 2023-01-01 2023-12-31 12987419 c:Director3 2023-12-31 12987419 c:RegisteredOffice 2023-01-01 2023-12-31 12987419 d:CurrentFinancialInstruments 2023-12-31 12987419 d:CurrentFinancialInstruments 2022-12-31 12987419 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 12987419 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 12987419 d:ShareCapital 2023-01-01 2023-12-31 12987419 d:ShareCapital 2023-12-31 12987419 d:ShareCapital 2022-01-01 2022-12-31 12987419 d:ShareCapital 2022-12-31 12987419 d:ShareCapital 2022-01-01 12987419 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 12987419 d:RetainedEarningsAccumulatedLosses 2023-12-31 12987419 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 12987419 d:RetainedEarningsAccumulatedLosses 2022-12-31 12987419 d:RetainedEarningsAccumulatedLosses 2022-01-01 12987419 c:OrdinaryShareClass1 2023-01-01 2023-12-31 12987419 c:OrdinaryShareClass1 2023-12-31 12987419 c:OrdinaryShareClass1 2022-12-31 12987419 c:FRS102 2023-01-01 2023-12-31 12987419 c:Audited 2023-01-01 2023-12-31 12987419 c:FullAccounts 2023-01-01 2023-12-31 12987419 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 12987419 d:Subsidiary1 2023-01-01 2023-12-31 12987419 d:Subsidiary1 1 2023-01-01 2023-12-31 12987419 d:Subsidiary2 2023-01-01 2023-12-31 12987419 d:Subsidiary2 1 2023-01-01 2023-12-31 12987419 d:Subsidiary3 2023-01-01 2023-12-31 12987419 d:Subsidiary3 1 2023-01-01 2023-12-31 12987419 6 2023-01-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure
Company registration number: 12987419







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


PROJECT BARCLAY BIDCO LIMITED






































img0970.png                        

 


PROJECT BARCLAY BIDCO LIMITED
 


 
COMPANY INFORMATION


Directors
T Purkis 
R C Griffith (appointed 25 July 2023)




Registered number
12987419



Registered office
Envitia
North Heath Lane Industrial Estate

Horsham

RH12 5UX




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Ashcombe House

5 The Crescent

Leatherhead

Surrey

KT22 8DY





 


PROJECT BARCLAY BIDCO LIMITED
 



CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 19


 


PROJECT BARCLAY BIDCO LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
Project Barclay Bidco Limited (the Company) is a holding company limited by shares. The main purpose of the Company is to manage its investments in the Envitia Group. A review of the business and future developments, including key performance indicators and the principal risks and uncertainties are set out below.

Business review
 
The Company made a loss before tax of £1,576,155 for the period ended 31 December 2023 (2022: £1,586,954) and had net liabilities of £4,337,996 (2022: £2,761,841) as at the balance sheet date.
The Company was established to facilitate the MBO transaction undertaken in December 2020 and acts as a holding company for Envitia Group Limited (formerly Envitia Group PLC). Envitia Limited and Envitia Inc, 100% subsidiaries of Envitia Group Limited were acquired by the Company as part of the MBO and are indirect holdings of the Company.
The Company also provides management services to its subsidiary entities.
Income from group companies from management charges totalled £170,000 (2022: £170,000).
A detailed review of the business for the group can be found within the strategic report of Project Barclay Topco Limited. 

Future Developments
 
The Company will continue to remain a holding Company and is expected to continue managing its investment in Envitia Group Limited. 

Financial Risk Management Objectives and Policies
 
The Company manages its exposure to what it considers to be the main financial risks as follows: 
I
nterest rates 
The Company has entered into fixed rate borrowing arrangements in order to manage its interest rate risk. 
Investment Performance
A key financial risk facing the Company is the performance of its investments. The Directors of the Company are closely involved with the day to day management of the investments and therefore able to influence the strategy and directors of the businesses in order to manage this risk. No provision was deemed to be necessary against the carrying value of the investment in Envitia Group Limited.

Directors' statement of compliance with duty to promote the success of the Company
 
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision making. 
The Directors have acted in accordance with their duties codified in law, which include their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006. 
A full review of the Company’s stakeholder impact can be found in the strategic review of Project Barclay Topco Limited.

Page 1

 


PROJECT BARCLAY BIDCO LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


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



R C Griffith
Director

Date: 26 July 2024

Page 2

 


PROJECT BARCLAY BIDCO LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

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

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


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

make judgements and accounting estimates that are reasonable and prudent;

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.

Results and dividends

The loss for the year, after taxation, amounted to £1,576,155 (2022 - loss  £1,586,954).

The directors do not recommend the payment of a dividend (2022: £Nil).

Directors

The directors who served during the year were:

N Lodey (resigned 28 July 2023)
T Purkis 
R C Griffith (appointed 25 July 2023)

Matters covered in the Strategic Report

The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Company's Strategic Report the Company's Strategic Report Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

Page 3

 


PROJECT BARCLAY BIDCO LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 

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.

Auditors

Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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





R C Griffith
Director

Date: 26 July 2024

Page 4

 


PROJECT BARCLAY BIDCO LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY BIDCO LIMITED

Opinion


We have audited the financial statements of Project Barclay Bidco Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss 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.


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


We have nothing to report in this regard.


Page 5

 


PROJECT BARCLAY BIDCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY BIDCO LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 6

 


PROJECT BARCLAY BIDCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY BIDCO LIMITED (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:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations were most significant including:
-  The Companies Act 2006;
-  Financial Reporting Standard 102;
-  UK employment legislation;
-  General Data Protection Regulations; and
-  UK tax legislation.
 
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related
financial statement items.
 
We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to
management, those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
 
The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any
issues in this area.
 
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the engagement team included:
-  Identifying and assessing the design effectiveness of controls management has in place to prevent and detect
   fraud;
-  Understanding how those charged with governance considered and addressed the potential for override of controls
   or other inappropriate influence over the financial reporting process;
-  Challenging assumptions and judgements made by management in its significant accounting estimates; and
-  Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
 
As a result of the above procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the following areas:

Posting of unusual journals and complex transactions;
Timing of revenue recognition; and;
The use of management override of controls to manipulate results, or to cause the Company to enter into   transactions not in its best interest.

 


Page 7

 


PROJECT BARCLAY BIDCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY BIDCO LIMITED (CONTINUED)

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 Auditors' Report.


Use of our report
 

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





Caroline Milton FCA (Senior Statutory Auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
Ashcombe House
5 The Crescent
Leatherhead
Surrey
KT22 8DY

26 July 2024
Page 8

 


PROJECT BARCLAY BIDCO LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Administrative expenses
  
-
(11,136)

Other operating income
 4 
170,000
170,000

Operating profit
  
170,000
158,864

Interest payable and similar expenses
 7 
(1,746,155)
(1,745,818)

Loss before tax
  
(1,576,155)
(1,586,954)

Loss for the financial year
  
(1,576,155)
(1,586,954)

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 12 to 19 form part of these financial statements.

Page 9

 


PROJECT BARCLAY BIDCO LIMITED
REGISTERED NUMBER:12987419



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 9 
18,300,982
18,276,068

  
18,300,982
18,276,068

Current assets
  

Debtors: amounts falling due within one year
 10 
98,702
50,761

  
98,702
50,761

Creditors: amounts falling due within one year
 11 
(22,737,680)
(21,088,670)

Net current liabilities
  
 
 
(22,638,978)
 
 
(21,037,909)

Total assets less current liabilities
  
(4,337,996)
(2,761,841)

  

Net liabilities
  
(4,337,996)
(2,761,841)


Capital and reserves
  

Called up share capital 
 12 
1
1

Profit and loss account
 13 
(4,337,997)
(2,761,842)

  
(4,337,996)
(2,761,841)


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




R C Griffith
Director

Date: 26 July 2024

The notes on pages 12 to 19 form part of these financial statements.

Page 10

 


PROJECT BARCLAY BIDCO LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
1
(1,174,888)
(1,174,887)


Comprehensive income for the year

Loss for the year
-
(1,586,954)
(1,586,954)
Total comprehensive income for the year
-
(1,586,954)
(1,586,954)



At 1 January 2023
1
(2,761,842)
(2,761,841)


Comprehensive income for the year

Loss for the year
-
(1,576,155)
(1,576,155)
Total comprehensive income for the year
-
(1,576,155)
(1,576,155)


At 31 December 2023
1
(4,337,997)
(4,337,996)


The notes on pages 12 to 19 form part of these financial statements.

Page 11

 


PROJECT BARCLAY BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Project Barclay Bidco Limited is a private company limited by shares incorporated in England. The principal place of business is North Heath Lane, Horsham, West Sussex, RH12 5UX.
The presentational currency used in this set of financial statements was GBP, rounded to the nearest £1.

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.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions


The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f),11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
 the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Project Barclay Topco Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

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

Page 12

 


PROJECT BARCLAY BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

The Company made a loss before tax of £1,576,155 for the period ended 31 December 2023 (2022: £1,586,954) and had net liabilities of £4,337,996 (2022: £2,761,841) as at the balance sheet date.
In addition to the above, the Company has given a composite guarantee and debenture in favour of Maven Capital Partners UK LLP for debt funding within the Envitia Group of Companies. The total liability of the Group  to Maven Capital Partners UK LLP as at 31 December 2023 was £19,640,835 (2022: £18,138,235). As at 31 December 2023, these loan notes and any accrued interest have not been redeemed and they are repayable by 5 December 2025. 
The Directors have, for the group of which the Company is a parent and a subsidiary, considered the following matters in determining the appropriateness of the going concern basis of preparation in the financial statements:
 
A forecast for the next 12 months, taking account of reasonable changes in trading performance indicates that the Group will have sufficient cash assets to be able to meet its debts as and when they fall due;
Consideration to the loan notes and action taken by the holders of the loan notes to waive covenants during the financial year. 
In addition, it has been confirmed by the loan note holders that, with regard to the loan notes which are repayable in December 2025, that they would seek to amend the term of the loan notes with a minimum extension of one year, if the Company was not in a position to redeem them at the maturity date.
 
Though the Company has net current liabilities of £22,638,978 (2022 - £21,037,909), this is in relation to the amounts due to Group Companies and the directors have sought comfort that the Company will not be expected to make the payment to the detriment of its other creditors.
 
Though the trading performance of the Group was not ultimately in line with the original business plan for the period ended 31 December 2023, the Directors are confident that given the actions taken during the year and since the year end, that the Company will have adequate resources to continue in operational existence for the foreseeable future.
Accordingly, the financial statements continue to adopt the going concern basis.

 
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 13

 


PROJECT BARCLAY BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Current and deferred 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.7

Valuation of investments

Investments are recorded at cost, being the fair value of the consideration given and including acquisition costs associated with the investment. 
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

 
2.8

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial
assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans
to related parties and investments in ordinary shares.

Page 14

 


PROJECT BARCLAY BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Impairment of investments involves judgement and is also a key estimation area.  Management exercise judgement in calculating the maintainable EBITDA, earnings multiples and surplus cash in determining the value of the company.  The recoverable amount of the business is deemed to be the fair value of the business less costs to sell and is determined by using an equity value model based on a multiple of EBITDA plus surplus cash.  The calculations take into consideration available market data including private company price indices.  This is used as the basis for assessing if an impairment is required.  Management carry out impairment reviews on a timely basis and ensure that the accounting policy adopted reflects and true and fair view of the assets as detailed in 2.7 above.
The key assumptions in the fair value calculation are the maintainable EBITDA, surplus cash and the multiple applied to the maintainable EBITDA.  If these assumptions fall short of expectation, an impairment of the company’s £18.3m investment may result.
The assumption for maintainable EBITDA of £1.925m used in the fair value calculation for the year ended 31 December 2023 is based upon management’s knowledge and calculations, taking into account all relevant information available at the time of the valuation.  If maintainable EBITDA used was £1.651m, based on the average EBITDA achieved for the 4 years ended 31 December 2023, this would result in an impairment of £1.75m.
The assumption for the multiple applied to the EBITDA is 8.9x in the fair valuation calculation for the year ended 31 December 2023.  If this multiple were to drop by 10% to 8x, this would result in an impairment of £1.04m.
The calculation of surplus cash is based on the cash accrued since the acquisition of the Envitia group, which amounts to £1.86m.  If none of this cash was considered excess cash, then no impairment would still result.


4.


Other operating income

2023
2022
£
£

Other operating income
170,000
170,000

170,000
170,000



5.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements

3,800
3,465

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 15

 


PROJECT BARCLAY BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Employees




The average monthly number of employees, including directors, during the year was 3 (2022 - 3).


7.


Interest payable and similar expenses

2023
2022
£
£


Loans from group undertakings
1,746,155
1,745,818

1,746,155
1,745,818


8.


Taxation


2023
2022
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(1,576,155)
(1,586,954)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(370,720)
(301,521)

Effects of:


Group relief
370,720
301,521

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.
Page 16

 


PROJECT BARCLAY BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
8.Taxation (continued)





9.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
18,276,068


Additions
24,914



At 31 December 2023
18,300,982





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Envitia Group Limited
North Heath Lane 
Industrial Estate 
Horsham 
West Sussex
RH12 5UX
Ordinary and Ordinary B
100%
Envitia Inc *
11710 Plaza America Dr
Suite 2000
Reston
VA 20190
US
Ordinary
100%
Envitia Limited *
North Heath Lane
Industrial Estate
Horsham
West Sussex
RH12 5UX
Ordinary
100%

*Indirect holdings - Envitia Limited and Envitia Inc are 100% owned subsidiaries of Envitia Group Limited.
As disclosed under accounting policies, the Company is exempt from producing consolidated accounts and therefore these accounts present information to the company as a single entity and not as a group.

Page 17

 


PROJECT BARCLAY BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
98,702
50,761

98,702
50,761



11.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
22,737,680
21,088,670

22,737,680
21,088,670



12.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £0.01
1
1

The ordinary share capital carries full rights regarding voting, payment of dividends and distributions.



13.


Reserves

Profit and loss account

The profit and loss account includes all current period retained profits and losses.


14.


Contingent liabilities

A charge exists in favour of Maven Capital Partners UK LLP (as security trustee) (registered no. OC339387) whose registered office is at Fifth Floor, 1-2 Royal Exchange Buildings, London, EC3V 3LF, as a composite guarantee and debenture dated 5 December 2020 between the Company and Maven creating fixed and floating charges over all the Company’s assets, property, undertaking and revenue and provides security for debt funding within the Envitia Group of companies.The total liability of the Group  to Maven Capital Partners UK LLP as at 31 December 2023 was £19,640,835 (2022:  £18,138,235).


15.


Related party transactions

In accordance with the exemption allowed by Financial Reporting Standard 102 transactions with group companies have not been disclosed in these financial statements.

Page 18

 


PROJECT BARCLAY BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Controlling party

The Company's parent company is Project Barclay Midco Limited. The ultimate parent company is Project Barclay Topco Limited. Project Barclay Topco Limited prepares consolidated accounts which are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
The Directors consider the ultimate controlling party to be Maven Capital Partners UK LLP.

Page 19