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Owl Investment BidCo Limited

Annual Report and Financial Statements
Year Ended 31 December 2023

Registration number: 14093733

 

Owl Investment BidCo Limited

Contents

Balance Sheet

1

Notes to the Financial Statements

2 to 7

 

Owl Investment BidCo Limited

Balance Sheet

31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Deferred tax assets

 

837,571

-

Investments

4

28,347,483

28,305,486

Debtors

5

63,564,548

12,310,442

 

92,749,602

40,615,928

Current assets

 

Debtors

5

1,779,288

320,931

Cash at bank and in hand

 

368,946

7,431,251

 

2,148,234

7,752,182

Creditors: Amounts falling due within one year

6

(696,148)

(179,901)

Net current assets

 

1,452,086

7,572,281

Total assets less current liabilities

 

94,201,688

48,188,209

Creditors: Amounts falling due after more than one year

6

(96,916,632)

(49,245,149)

Net liabilities

 

(2,714,944)

(1,056,940)

Capital and reserves

 

Called up share capital

7

1

1

Profit and loss account

(2,714,945)

(1,056,941)

Shareholders' deficit

 

(2,714,944)

(1,056,940)

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 2 August 2024 and signed on its behalf by:
 

.........................................
Mr T Humpage
Director

Company Registration Number: 14093733

 

Owl Investment BidCo Limited

Notes to the Financial Statements

Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office is:
35 - 35A The Maltings
Lower Charlton Trading Estate
Shepton Mallet
Somerset
United Kingdom
BA4 5QE

These financial statements were authorised for issue by the Board on 2 August 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

The presentation currency is £ sterling.

Group accounts not prepared

The financial statements contain information about Owl Investment Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by section 400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the group accounts of a larger UK group.

 

Owl Investment BidCo Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Going concern

The financial statements have been prepared on a going concern basis.

The company has net liabilities of £2,714,945.

In making their going concern assessment, the directors have obtained confirmation that the ultimate parent undertaking and other group companies will continue to provide financial and non financial support to the company for the foreseeable future, being at least 12 months from approval of the financial statements.

The directors have obtained confirmation that the amounts due to group companies, whilst considered repayable on demand, will only be called in when there are sufficient funds to do so and not in detriment to third party creditors.

The directors have also considered the ability of the ultimate parent undertaking and other group companies ability to provide financial and non financial support for the foreseeable future.

As such, the directors believe that the going concern basis to be appropriate.

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

1) Deferred tax assets - utilisation of historical tax losses
The company has taxable losses of £3,350,284 available to utilise in the future. The directors have exercised judgement in the level of taxable losses that they believe the company will be able to utilise in the future based on financial forecasts for solar park projects and the wider group’s activity. A deferred tax asset of £837,571 has been recognised in relation to these losses. A number of projects are expected to cover a significant period of time and as such the deferred tax asset has been treated as a non-current asset in the current year.

Revenue recognition

Revenue represents management fees charged. Management fees are recognised when the service is provided, which tends to be on a monhtly basis.

Tax

Taxation for the period comprises current and deferred tax.Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 

Owl Investment BidCo Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Investments

Investments in subsidiary undertakings are recognised initially at cost less impairment.

Defined contribution pension obligation

The company operates a defined contribution pension scheme. Contributions payable to the company‘s pension scheme are charged to the Income Statement in the period to which they relate.

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Shareholder loans;
• Balances with group undertakings; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for shareholder loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Shareholder loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.


 

 

Owl Investment BidCo Limited

Notes to the Financial Statements

Year Ended 31 December 2023

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 4 (2022 - 3).

4

Investments

2023
£

2022
£

Investments in subsidiaries

28,347,483

28,305,486

Subsidiaries

£

Cost or valuation

At 1 January 2023

28,305,486

Additions

41,997

At 31 December 2023

28,347,483

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

BSR Group Holdings Limited

Same as the group

Ordinary shares

100%

100%

BSR Group Holdings Limited is a holding company and has a number of subsidiaries. The annual report and financial statements of BSR Group Holdings Limited include a list of their subsidiary undertakings.

5

Debtors

Current

2023
£

2022
£

Amounts owed by group undertakings

1,774,990

-

Prepayments

4,298

302,286

Other debtors

-

18,645

 

1,779,288

320,931

 

Owl Investment BidCo Limited

Notes to the Financial Statements

Year Ended 31 December 2023


 

Non-current

2023
£

2022
£

Loans due from group undertakings

63,564,548

12,310,442

Details of non-current trade and other debtors

£63,564,548 (2022 -£12,310,442) of Shareholder loans is classified as non current. The shareholder loans are due for repayment in full on 11 July 2030. Interest accrues on the loan at a rate of 7% per annum.

6

Creditors

2023
£

2022
£

Due within one year

Trade creditors

500

-

Amounts owed to group undertakings

138,647

156,651

Taxation and social security

288,366

-

Other creditors

86,711

23,250

Accruals and deferred income

181,924

-

696,148

179,901

2023
£

2022
£

Due after one year

Loan notes due to shareholder

1,814,105

1,714,523

Shareholder loans

95,102,527

47,530,626

96,916,632

49,245,149

The shareholder loans are due for repayment in full on 11 July 2030. Interest accrues on the loan at a rate of 7% per annum. Unpaid interest is capitalised quarterly.

The shareholder loan notes are due for repayment in full on 28 July 2030. Interest accrues on the loan notes at a rate of 7% per annum. Unpaid interest is capitalised quarterly.

 

 

Owl Investment BidCo Limited

Notes to the Financial Statements

Year Ended 31 December 2023

7

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Shareholding of £1 each

1

1

1

1

         

8

Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

The company has a contingent liability for deferred consideration in respect of the investment in BSR Group Holdings Limited. The deferred consideration relates to the crystallisation of certain projects. Due to the variable elements of these projects, the amount cannot be measured reliably and therefore has not been included in the financial statements.

9

Related party transactions

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other wholly owned subsidiaries within the group.

10

Parent and ultimate parent undertaking

The immediate and ultimate parent company is Owl Topco 1 Limited, a company incorporated in England & Wales.

The largest and smallest group in which the results of the company are consolidated is that headed by Owl Topco 1 Limited. Copies of these accounts are available to the public and may be obtained from the Registrar of Companies.

The directors do not consider there to be any individual who has ultimate control.

11

Audit report

The Independent Auditors' Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report was Tom Beable (FCA), who signed for and on behalf of PKF Francis Clark on 7 August 2024.