Company registration number 13413296 (England and Wales)
PADLOCK UK BIDCO 5 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PADLOCK UK BIDCO 5 LIMITED
CONTENTS
Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Statement of cash flows
4
Notes to the financial statements
5 - 12
PADLOCK UK BIDCO 5 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
Non-current assets
Investments
4
735,944
735,944
Deferred tax asset
10
370,210
25,646
1,106,154
761,590
Current assets
Trade and other receivables
6
20,655,162
20,687,618
Cash and cash equivalents
16,020
-
0
20,671,182
20,687,618
Current liabilities
Trade and other payables
9
11,920,913
13,650,721
Net current assets
8,750,269
7,036,897
Non-current liabilities
Borrowings
8
10,975,991
8,097,969
Net liabilities
(1,119,568)
(299,482)
Equity
Called up share capital
11
2
2
Retained earnings
(1,119,570)
(299,484)
Total equity
(1,119,568)
(299,482)

The directors of the company have elected not to include a copy of the income statement within the financial statements.

For the period ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared 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 4 September 2024 and are signed on its behalf by:
PADLOCK UK BIDCO 5 LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
I  Muniandy
Director
Company Registration No. 13413296
PADLOCK UK BIDCO 5 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2022
2
247,796
247,798
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(547,280)
(547,280)
Balance at 31 December 2022
2
(299,484)
(299,482)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(820,086)
(820,086)
Balance at 31 December 2023
2
(1,119,570)
(1,119,568)
PADLOCK UK BIDCO 5 LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
15
(1,765,110)
(6,904,254)
Interest paid
(1,096,892)
(457,777)
Net cash outflow from operating activities
(2,862,002)
(7,362,031)
Investing activities
Purchase of subsidiaries
-
0
(735,940)
Proceeds from disposal of subsidiaries
-
0
2
Net cash used in investing activities
-
(735,938)
Financing activities
Proceeds from new bank loans
2,878,022
8,097,969
Net cash generated from financing activities
2,878,022
8,097,969
Net increase in cash and cash equivalents
16,020
-
0
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
16,020
-
0
PADLOCK UK BIDCO 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
1
Accounting policies
Company information

Padlock UK Bidco 5 Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Uk Storage Consultancy Limited, Wework 184 Shepherds Bush Road, London, W6 7NL. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Padlock UK Bidco 5 Limited is a wholly owned subsidiary of Padlock UK Holdco 2 and the results of Padlock UK Bidco 5 Limited are included in the consolidated financial statements of Padlock Partners UK Fund II which are available online from Sedar.com.

1.2
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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.

1.3
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.

1.4
Cash and cash equivalents

Cash and cash equivalents 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.

1.5
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

PADLOCK UK BIDCO 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

 

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.6
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

 

 

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

PADLOCK UK BIDCO 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

1.9
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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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.

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.

PADLOCK UK BIDCO 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2
Employees

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

2023
2022
Number
Number
3
3
3
Income tax expense
2023
2022
£
£
Deferred tax
Origination and reversal of temporary differences
(344,564)
(25,646)

The charge for the year can be reconciled to the loss per the income statement as follows:

2023
2022
£
£
Loss before taxation
(1,164,650)
(572,926)
Expected tax credit based on a corporation tax rate of 25.00% (2022: 25.00%)
(291,163)
(143,232)
Effect of expenses not deductible in determining taxable profit
-
0
760
Group relief
-
0
116,826
Deferred tax adjustments in respect of prior years
(53,401)
-
0
Taxation credit for the year
(344,564)
(25,646)
4
Investments
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Investments in subsidiaries
-
0
-
0
735,944
735,944
Fair value of financial assets carried at amortised cost

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

5
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

PADLOCK UK BIDCO 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Subsidiaries
(Continued)
- 9 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Padlock UK Bidco 3 Limited
184 Shepherds Bush Road, London
Ordinary Shares
100.00
Padlock Huntingdon Limited
184 Shepherds Bush Road, London
Ordinary Shares
100.00
Padlock UK Bidco 4 Limited
184 Shepherds Bush Road, London
Ordinary Shares
100.00
6
Trade and other receivables
2023
2022
£
£
VAT recoverable
2,745
25,996
Amounts owed by fellow group undertakings
20,652,417
20,661,622
20,655,162
20,687,618
7
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

PADLOCK UK BIDCO 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
8
Borrowings
Non-current
2023
2022
£
£
Borrowings held at amortised cost:
Bank loans
10,975,991
8,097,969
2023
2022
£
£
Secured borrowings included above:
Bank loans
11,241,082
8,884,904
Loan costs interest retained
(200,741)
(568,145)
Loan costs
(64,350)
(218,790)
10,975,991
8,097,969

Borrowings comprises of a loan facility up to a maximum amount of £16m. The default interest rate on the loan is 9.3% on the drawn amount of the loan, and it is repayable 24 months from the date of the first drawdown. There are fixed and floating charges over all of the property and undertakings. The charged properties are held by Padlock UK Bidco 3 Ltd, Padlock UK Bidco 4 Ltd and Padlock Huntingdon Ltd.

9
Trade and other payables
2023
2022
£
£
Amounts owed to fellow group undertakings
11,920,913
13,650,187
Other payables
-
0
534
11,920,913
13,650,721
PADLOCK UK BIDCO 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Deferred tax assets are expected to be recovered after more than one year
10
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Tax losses
£
Balance at 1 January 2022
-
0
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(25,646)
Asset at 1 January 2023
(25,646)
Deferred tax movements in current year
Charge/(credit) to profit or loss
(344,564)
Asset at 31 December 2023
(370,210)
11
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
2
2
2
2
12
Capital risk management

The company is not subject to any externally imposed capital requirements.

13
Related party transactions

During the year, Padlock UK Bidco 5 Limited made sales in management services totalling £40,000 (2022: £Nil) to Padlock UK Bidco 4 Limited.

 

During the year, Padlock UK Bidco 5 Limited made sales in management services totalling £40,000 (2022: £Nil) to Padlock Huntingdon Limited.

 

During the year, Padlock UK Bidco 5 Limited made sales in management services totalling £40,000 (2022: £Nil) to Padlock UK Bidco 3 Limited.

 

During the year, Padlock UK Bidco 5 Limited made purchases in management services totalling £120,000 (2022: £40,000) from Padlock UK Holdco 2 Limited.

14
Controlling party

Padlock UK Bidco 5 Limited is a wholly owned subsidiary of Padlock UK Holdco 2. The ultimate parent is Padlock Partners UK Fund II, a Canadian entity.

PADLOCK UK BIDCO 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
15
Cash absorbed by operations
2023
2022
£
£
Loss for the year before income tax
(1,164,650)
(572,926)
Adjustments for:
Finance costs
1,096,892
457,777
Movements in working capital:
Decrease/(increase) in trade and other receivables
9,205
(2,987,416)
Decrease in trade and other payables
(1,706,557)
(3,801,689)
Cash absorbed by operations
(1,765,110)
(6,904,254)
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