Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2023
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JESTIC UK BIDCO LIMITED
COMPANY INFORMATION
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JESTIC UK BIDCO LIMITED
CONTENTS
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JESTIC UK BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their strategic report to accompany the financial statements for the year ended 31 December 2023.
2023 was a challenging year with our customers in Jestic Limited ('Jestic'), the trading subsidiary, due to significant inflation in areas including food & utilities, availability & rising costs of labour and a significant increase in the cost of borrowing with all of these factors influencing a weakening in demand for the equipment Jestic supplies.
Despite margin pressure carried forward due to foreign exchange contracts entered in 2022 the company has worked successfully through the year to release cash from the balance sheet and be well positioned for 2024. Pleasingly the demand for finished goods appears to have normalised towards the end of the year and revenues from service have continued to grow as due to customers prioritising repair over replacement of aging assets. Heading into 2024 it appears the economic turbulence of recent years is beginning to subside and the directors are confident that the company’s business plans are robust and the economic environment is well suited for our customers to succeed. There will be challenges and opportunities ahead however the directors remain confident that the company will continue to meet obligations as they fall due and capitalise on any opportunities that arise.
As a non-trading intermediate holding company the company is not exposed to any special risks, other than financial health of its subsidiaries which is influenced by general economic factors and other matters as disclosed in each subsidiary company's accounts.
Given the straightforward nature of the business the company’s directors are of the opinion that analysis using KPI’s is not necessary for an understanding of the development, performance or position of the business.
This report was approved by the board and signed on its behalf.
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JESTIC UK 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.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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 judgments 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 2006. They 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.
The loss for the year, after taxation, amounted to £7,226 (2022 - profit £2,937,919).
Dividends of £NIL (2022: £3,000,000) were paid during the year.
The directors who served during the year were:
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JESTIC UK BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
There have been no significant events affecting the company since the year end.
The auditors, Barnes Roffe LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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JESTIC UK BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK BIDCO LIMITED
We have audited the financial statements of Jestic UK Bidco Limited (the 'company') for the year ended 31 December 2023, which comprise the Profit and loss account, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable la 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).
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.
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.
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JESTIC UK BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK BIDCO LIMITED (CONTINUED)
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 Report. Our 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.
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.
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.
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JESTIC UK BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK BIDCO LIMITED (CONTINUED)
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:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows: • The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience of the catering and hospitality sector which the company, and fellow group companies, operate in; • The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows; o Companies Act 2006 o FRS102 o Tax legislation • We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting relevant correspondence; and • Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit;
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JESTIC UK BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK BIDCO LIMITED (CONTINUED)
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:
• Making enquires of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud; • Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; • Reviewing the financial statements and testing the disclosures against supporting documentation; • Performing analytical procedures to identify any unusual or unexpected trends or anomalies; • Inspecting and testing journal entries to identify unusual or unexpected transactions; • Assessing whether judgement and assumptions made in determining significant accounting estimates, including the impairment of investments, were indicative of management bias; and • Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business. The areas that we identified as being susceptible to misstatement through fraud were: • Management bias in the estimates and judgements made; • Management override of controls; and • Posting of unusual journals or transactions. 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.
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 2006. Our 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.
for and on behalf of
Chartered Accountants and Statutory Auditors
Charles Lake House
Claire Causeway
Crossways Business Park
Kent
DA2 6QA
Date:
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JESTIC UK BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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JESTIC UK BIDCO LIMITED
REGISTERED NUMBER: 11770667
BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf
The notes on pages 11 to 14 form part of these financial statements.
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JESTIC UK BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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JESTIC UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Jestic UK Bidco Limited is a private company limited by shares and incorporated in England and Wales. The address of the registered office is Units 3 & 4, Dana Trading Estate, Transfesa Road, Paddock Wood, Tonbridge, TN12 6UU.
The company's principal activity is that of a non-trading intermediate holding company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
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 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Jestic UK Holdco Limited as at 31 December 2021 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
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JESTIC UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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JESTIC UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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JESTIC UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The ultimate parent company in the UK is Jestic UK Holdco Limited, a company incorporated in England and Wales. Jestic UK Holdco Limited produces financial statements incorporating the results of Jestic UK Bidco Ltd which can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate parent company is Universal Industries International Limited, a limited liability company incorporated in Guernsey.
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