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Registered number: 11770667









JESTIC UK BIDCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
JESTIC UK BIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
W L Brett 
B S Dale 




Registered number
11770667



Registered office
Units 3 & 4
Dana Trading Estate

Transfesa Road

Paddock Wood

Tonbridge

TN12 6UU




Independent auditors
Barnes Roffe LLP
Chartered Accountants and Statutory  Auditors

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA





 
JESTIC UK BIDCO LIMITED
 

CONTENTS



Page
Strategic report
 
1
Directors' report
 
2 - 3
Independent auditors' report
 
4 - 7
Statement of comprehensive income
 
8
Balance sheet
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 14


 
JESTIC UK BIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report to accompany the financial statements for the year ended 31 December 2023.

Business review
 
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.

Principal risks and uncertainties
 
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.

Key performance indicators
 
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.



B S Dale
Director

Date: 22 July 2024

Page 1

 
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.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

 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 2006They 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.

Results and dividends

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.

Directors

The directors who served during the year were:

W L Brett 
B S Dale 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Page 2

 
JESTIC UK BIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

There have been no significant events affecting the company since the year end.

Auditors

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 22 July 2024 and signed on its behalf.
 





B S Dale
Director

Page 3

 
JESTIC UK BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK BIDCO LIMITED
 

Opinion


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 policiesThe 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).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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.


Conclusions relating to going concern


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.


Page 4

 
JESTIC UK BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK BIDCO LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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.


Matters on which we are required to report by exception
 

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.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
JESTIC UK BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JESTIC UK BIDCO LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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; 



 
Page 6

 
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.


Use of our 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 2006Our 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.



Mario Cientanni (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants and Statutory  Auditors
Charles Lake House
Claire Causeway
Crossways Business Park
Dartford
Kent
DA2 6QA

 
 
Date: 
5 August 2024
Page 7

 
JESTIC UK BIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Income from other fixed asset investments
  
-
3,000,000

Interest payable and similar expenses
 6 
(7,226)
(62,081)

(Loss)/profit before tax
  
(7,226)
2,937,919

Tax on (loss)/profit
  
-
-

(Loss)/profit for the financial year
  
(7,226)
2,937,919

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 11 to 14 form part of these financial statements.

Page 8

 
JESTIC UK BIDCO LIMITED
REGISTERED NUMBER: 11770667

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 8 
16,112,937
16,112,937

Current assets
  

Cash at bank and in hand
 9 
-
4,344

Creditors: amounts falling due within one year
 10 
(14,499,161)
(14,496,279)

Net current liabilities
  
 
 
(14,499,161)
 
 
(14,491,935)

Total assets less current liabilities
  
1,613,776
1,621,002

  

Net assets
  
1,613,776
1,621,002


Capital and reserves
  

Called up share capital 
 12 
1
1

Profit and loss account
  
1,613,775
1,621,001

  
1,613,776
1,621,002


The financial statements were approved and authorised for issue by the board and were signed on its behalf 22 July 2024.




B S Dale
Director
 
 Date: 

The notes on pages 11 to 14 form part of these financial statements.

Page 9

 
JESTIC UK BIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
1
1,621,001
1,621,002



Loss for the year
-
(7,226)
(7,226)


At 31 December 2023
1
1,613,775
1,613,776



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
1
1,683,082
1,683,083



Profit for the year
-
2,937,919
2,937,919


Contributions by and distributions to owners

Dividends: Equity capital
-
(3,000,000)
(3,000,000)


At 31 December 2022
1
1,621,001
1,621,002


The notes on pages 11 to 14 form part of these financial statements.

Page 10

 
JESTIC UK BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

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

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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.

 
2.3

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 
2.5

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 11

 
JESTIC UK BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.7

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

There were no significant judgements exercised by management in the preparation of the financial statements.


4.


Employees




The average monthly number of employees, including the directors, during the year was 2 (2022 - 2).


5.


Income from investments

2023
2022
£
£





Dividends received from unlisted investments
-
3,000,000

-
3,000,000



6.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
7,226
62,081

7,226
62,081

Page 12

 
JESTIC UK BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Dividends

2023
2022
£
£


Dividends paid
-
3,000,000

-
3,000,000


8.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
16,112,937



At 31 December 2023
16,112,937





Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Jestic Limited
a)
Ordinary
100%
Malibu Corporation Limited*
a)
Ordinary
100%
Servequip Assistance(UK) Limited*
a)
Ordinary
100%

* Shares in these companies are held via Jestic Limited.
a) Units 3 & 4, Dana Trading Estate, Tranforma Road, Paddock Wood, TN12 6UU


9.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
-
4,344

-
4,344


Page 13

 
JESTIC UK BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
-
385,000

Amounts owed to group undertakings
14,499,161
14,111,279

14,499,161
14,496,279



11.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
-
385,000




-
385,000



12.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £1.00
1
1



13.


Controlling party

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.

 
Page 14