Company Registration No. 13600253 (England and Wales)
CD WELCOMBE HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
PAGES FOR FILING WITH REGISTRAR
LB GROUP
1 Vicarage Lane
Stratford
London
E15 4HF
CD WELCOMBE HOLDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
CD WELCOMBE HOLDCO LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2023
30 September 2023
- 1 -
2023
2022
as restated
Notes
£000
£000
£000
£000
Fixed assets
Investments
4
6,855
6,150
Current assets
Debtors falling due after more than one year
6
1,477
759
Net current assets
1,477
759
Total assets less current liabilities
8,332
6,909
Creditors: amounts falling due after more than one year
7
(8,117)
(6,745)
Net assets
215
164
Capital and reserves
Called up share capital
9
-
0
-
0
Profit and loss reserves
215
164
Total equity
215
164

The directors of the company have elected not to include a copy of the profit and loss account 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 28 August 2024 and are signed on its behalf by:
V Nazarov
H A Forusz
Director
Director
Company Registration No. 13600253
CD WELCOMBE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 2 -
1
Accounting policies
Company information

CD Welcombe Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 32-33 Gosfield Street, London, W1W 6HL.

1.1
Reporting period

The current accounting period is for 9 months, while the prior accounting period was for one year. Therefore, the comparative amounts presented in the financial statements (including the related notes) will not be entirely comparable.

1.2
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.

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 £000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of CD Welcombe Topco

Limited.

CD WELCOMBE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

The directors foresee the going concern of the business for 12 months from the approval of the financial statements based on the ongoing strong performance of the underlying trading entities of the group, alongside the value of the properties that support the trading structure of the group. With the ongoing support of external lenders in order to support the financial base of the business and fund any required capital work the directors are confident that the strength of the tangible and trading assets are to only improve in the foreseeable future. This will ensure that the group of entities and this company will be able to meet and manage relevant financial and non-financial commitments for the foreseeable future.

The directors are aware that the period in which has been reported for the group is one of a loss making position, albeit a significant improvement from the previous year and management are actively seeking to continue to improve results subsequent to the year end and beyond.

 

Subsequent to this period the directors have overseen a period of growth and stability in the trading capacity of the hotel that has allowed it to continue funding the financial requirements and day to day working capital of the business. To this extent, the directors have comfort and support that they can obtain funds as required in order to precipitate any future and ongoing cashflow issues that may arise in the business.

 

Despite this period of growth and stability in the trading capacity of the hotel, the group is at this current time anticipated to be in a cash flow deficit position in the period to 31 December 2025, however is actively seeking to restructure its finance further releasing funds for the group.

 

Management are in the process of securing finance releasing funds for the group, however at this current time, the financing facility has not been signed.

 

As such, due to the ongoing support of the main lenders of the group entities, the financial and continued support of the shareholders and directors of the business, improved underlying performance of the business year on year and asset value, and anticipated restructure of its finance arrangements to further release funds for the group the directors are confident that the company is a going concern for 12 months from the date of the signing of the balance sheet.

 

1.4
Turnover

Turnover is in relation to interest accrued and received in respects to intercompany loans.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

CD WELCOMBE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.6
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.

1.7
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 balance sheet 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 debtors 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.

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 creditors, 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 creditors 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

CD WELCOMBE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.8
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.

1.9
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 fixed 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.

1.10
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Impairment of loans to subsidiaries

 

There is a continual and ongoing assessment and review of recoverability of debts due to and or from related entities. Assessment of this is taken by the underlying operating entities ability to help service the relevant debts as part of the financing arrangement of the group.

CD WELCOMBE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 6 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2023
2022
Number
Number
2
2
4
Fixed asset investments
2023
2022
Notes
£000
£000
Loans to subsidiaries
5
6,855
6,150

The long term loan of £6,855,000 (2022: £6,150,000) is advanced to wholly owned subsidiary company CD Welcombe Limited, repayable in full on 3 November 2026. Interest payable is agreed at 14.5% per annum from 1 January 2023 to 30 September 2023 (2022: 12.5%) accruing daily. This rate is considered appropriate in accordance with the arms length principle of the OECD guidelines.

Movements in fixed asset investments
Loans to subsidiaries
£000
Cost or valuation
At 1 January 2023
6,150
Additions
705
At 30 September 2023
6,855
Carrying amount
At 30 September 2023
6,855
At 31 December 2022
6,150
5
Subsidiaries

In the year, S. The Welcombe Stratford Upon Avon Opco Limited was dissolved. The entity was dormant throughout the period.

Details of the company's subsidiaries at 30 September 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
CD Welcombe Limited
UK
ordinary
100.00
-
CD Welcombe Propco Limited
UK
ordinary
-
100.00
CD Welcombe Opco Limited
UK
ordinary
-
100.00
CD WELCOMBE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 7 -
6
Debtors
2023
2022
Amounts falling due after more than one year:
£000
£000
Amounts owed by group undertakings
1,477
759

Debtors includes interest on loan advanced to wholly owned subsidiary CD Welcombe Limited of £1,477,000 (2022: £759,000) and amount receivable towards share capital from the parent company, CD Welcombe Topco Limited, of £1 (2022: £1).

7
Creditors: amounts falling due after more than one year
2023
2022
as restated
Notes
£000
£000
Bank loans and overdrafts
8
-
0
2,200
Loans from group undertakings
8
8,117
4,545
8,117
6,745

Long term debt includes a £7,002,000 (2022: £4,017,000) loan with parent company CD Welcombe Topco Limited, which is repayable in full on 3 November 2026. Interest payable is agreed at 14.5% per annum from 1 January 2023 to 30 September 2023 (2022: 12.5%) accruing daily. This rate is considered appropriate in accordance with the arms length principle of the OECD guidelines.

 

Long term debt also includes interest on loan payable to CD Welcombe Topco Limited of £1,049,000 (2022: £462,000) and amounts payable towards share capital for investment in wholly owned subsidiary, CD Welcombe Limited, of £100 (2022: £100).

 

In the prior year, the bank loans and overdrafts relate to a £2,200,000 term loan facility with Mar Hall Estates Limited, which has been fully repaid within the current reporting period. Interest payable was agreed at the percentage rate per annum which is the fixed rate; means 6% per annum.

8
Loans and overdrafts
2023
2022
£000
£000
Bank loans
-
0
2,200
Loans from group undertakings
8,117
4,545
8,117
6,745
Payable after one year
8,117
6,745
CD WELCOMBE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 8 -
9
Share capital
2023
2022
2023
2022
Ordinary shares of £1 each
1
1
-
0
-
0

 

10
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.

Material uncertainty related to going concern
We draw attention to Note 1.3 in the financial statements, which indicates subsequent to the year end the company is seeking to restructure its finance further releasing funds for the group. The funding for the group is not legally contracted for the next 12 months and is subject to either refinance, new finance, or extension of existing funding relationship. As stated in Note 1.3, these events or conditions, along with other matters as set forth in Note 1.3, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our audit opinion is not modified, and our audit opinion is not qualified, in respect of this matter.

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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Senior Statutory Auditor:
Richard Lane
Statutory Auditor:
LB Group Limited (Stratford)
11
Financial commitments, guarantees and contingent liabilities

The long term debt of £7,002,000 (2022: £4,017,000) relates to a loan from parent company CD Welcombe Topco Limited, repayable in full on 3 November 2026. Interest payable is agreed at 14.5% per annum from 1 January 2023 to 30 September 2023 (2022: 12.5%) accruing daily. This rate is considered appropriate in accordance with the arms length principle of the OECD guidelines.

12
Related party transactions
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2023
2022
2023
2022
£000
£000
£000
£000
CD Welcombe Limited
8,332
6,909
-
0
-
0
CD Welcombe Opco Limited
-
0
-
0
66
66
CD Welcombe Topco Limited
-
0
-
0
8,051
4,479
CD WELCOMBE HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 9 -
13
Ultimate controlling party

The parent company of CD Welcombe Holdco Limited is CD Welcombe Topco Limited, which is consolidated itself.

 

The ultimate parent company is Conquer Dawn Limited with a registered office address at, 2nd Floor,

Palmerston House, Denzille Lane, Dublin, Ireland.

 

There are no ultimate controlling parties.

14
Prior period adjustment

The financial statements for the previous period have been restated to reflect the borrower and lender arrangements with respects to intercompany interest. As such, the agreements reflect that all intercompany interest due payable and repayable are to be added to principal loan amounts both due and receivable over one year. The restatement does not impact the profit and loss or reserves of the Company.

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