Company registration number 11552579 (England and Wales)
CHATSWORTH BIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
PAGES FOR FILING WITH REGISTRAR
CHATSWORTH BIDCO LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
CHATSWORTH BIDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2023
31 August 2023
- 1 -
2023
2022
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
4
15,806
12,359
Investments
5
27,626,460
27,626,360
27,642,266
27,638,719
Current assets
Trade and other receivables falling due after more than one year
6
11,660,022
10,410,733
Trade and other receivables falling due within one year
6
3,022,779
4,028,711
14,682,801
14,439,444
Current liabilities
7
(14,373,649)
(15,737,715)
Net current assets/(liabilities)
309,152
(1,298,271)
Total assets less current liabilities
27,951,418
26,340,448
Non-current liabilities
8
(52,994,078)
(45,347,597)
Net liabilities
(25,042,660)
(19,007,149)
Equity
Called up share capital
1
1
Retained earnings
(25,042,661)
(19,007,150)
Total equity
(25,042,660)
(19,007,149)
The notes on pages 2 to 8 form part of these financial statements.
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 29 August 2024 and are signed on its behalf by:
F Knipe
Director
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
- 2 -
1
Accounting policies
Company information
Chatsworth Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Part Of Crimea Office, Former Estate Office At The Great Tew Estate, Great Tew, Chipping Norton, Oxfordshire, United Kingdom, OX7 4AH.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention.
1.2
Going concern
When preparing these Financial Statements, the Directors have assessed the Company's ability to continue as a going concern. The Directors have made their assessment based on the preparation of a long-term cash flow projection, consideration of the impact key sensitivities on the cash flow and any appropriate mitigations, regular review of management accounts and the availability of various funding sources available to the Company. true
The Directors are of the opinion that no material uncertainty exists in relation to the Company's ability to continue as a going concern for a period of 12 months from the date of approving these financial statements and therefore the accounts are prepared on a going concern basis. The company also has the support of other group companies.
1.3
Revenue
Revenue is recognised when the amount of revenue and related cost can be reliably measured, it is probable that the collectability of the related receivables is reasonably assured and when the specific criteria for each of the company’s activities are met as follows:
Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.
1.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Furniture
10% straight line
IT equipment and software
25% straight line
Other assets
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 3 -
1.5
Non-current investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Impairment of non-current assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 4 -
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 5 -
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.15
Finance costs are expenses that are presented separately on the profit and loss account and are in relation to interest payable. These costs are recognised in profit or loss in the period in which they are incurred.
2
Judgements and key sources of estimation uncertainty
The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year are detailed below.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Useful economic life of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimates of useful economic lives and residual values of assets. The useful economic lives are reviewed annually and amended where necessary.
Impairment of debtors
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing
impairment of trade and other debtors, management considers factors including the ageing profile of debtors, relationship with the debtors and historical experience.
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 6 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
17
17
4
Property, plant and equipment
Furniture
IT equipment and software
Other assets
Total
£
£
£
£
Cost
At 1 September 2022
1,509
34,519
36,028
Additions
8,946
1,857
10,803
At 31 August 2023
1,509
43,465
1,857
46,831
Depreciation and impairment
At 1 September 2022
546
23,123
23,669
Depreciation charged in the year
151
6,996
209
7,356
At 31 August 2023
697
30,119
209
31,025
Carrying amount
At 31 August 2023
812
13,346
1,648
15,806
At 31 August 2022
963
11,396
12,359
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
27,626,460
27,626,360
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
5
Fixed asset investments
(Continued)
- 7 -
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 September 2022
27,626,360
Additions
100
At 31 August 2023
27,626,460
Carrying amount
At 31 August 2023
27,626,460
At 31 August 2022
27,626,360
6
Trade and other receivables
2023
2022
Amounts falling due within one year:
£
£
Trade receivables
600
600
Amounts owed by group undertakings
2,885,869
3,920,141
Other receivables
136,310
107,970
3,022,779
4,028,711
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
11,660,022
10,410,733
Total debtors
14,682,801
14,439,444
7
Current liabilities
2023
2022
£
£
Bank loans and overdrafts
423,728
4,332,381
Trade payables
98,046
190,732
Amounts owed to group undertakings
13,294,455
10,642,331
Taxation and social security
44,384
54,691
Other payables
513,036
517,580
14,373,649
15,737,715
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 8 -
8
Non-current liabilities
2023
2022
£
£
Bank loans and overdrafts
13,812,226
10,363,800
Amounts owed to group undertakings
39,181,852
34,983,797
52,994,078
45,347,597
Legal charges were created on 25 October 2019 and 30 November 2022 by Investec Bank PLC by means of fixed and floating charges over all the property and undertakings of the company.
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
James Reilly ACCA
Statutory Auditor:
Azets Audit Services
10
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
95,709
15,199
11
Parent company
The parent company of Chatsworth Bidco Limited is Chatsworth Midco Limited and the ultimate parent is Synova Capital Fund III LP. The registered office address of the ultimate parent is 55 Wells Street, London, W1T 3PT.
Consolidated group accounts are prepared by Chatsworth Topco Limited and are available upon request from the company at Part Of Crimea Office Former Estate Office At The Great Tew Estate, Great Tew, Chipping Norton, England, OX7 4AH.